EXECUTION
      COPY

     

    CHINA
      MOBILE MEDIA TECHNOLOGY INC.

     

    SECURITIES
      PURCHASE AGREEMENT (THE “AGREEMENT”)

     

    December
      28, 2007

     

    Abax
      Lotus Ltd.

    c/o
      Abax
      Global Capital (Hong Kong) Limited

    Suite
      6708, 67/F Two International Finance Centre

    8
      Finance
      Street

    Central,
      Hong Kong SAR

    Ladies
      and Gentlemen:

     

    Magical
      Insight Investments Limited (the “Company”),
      a
      British Virgin Islands (“BVI”)
      corporation,
      and China Mobile Media Technology Inc. (the “Parent”), a
      Nevada
      corporation, hereby agree with the Purchaser (as defined below) as
      follows:

     

    1. Authorization
      and Issuance of Securities.

     

    
      	 	
              (a)

            	
              The
                Company has authorized (i) the issuance and sale of up to RMB150,000,000
                in aggregate principal amount of its Guaranteed Senior Notes due
                2014 (the
                “Initial
                Notes”)
                (ii)
                at the Company’s sole election and subject to the terms and conditions
                herein described, the issuance and sale to the Purchaser by the Company
                of
                up to RMB20,000,000 in aggregate principal amount of the Company’s
                Guaranteed Senior Notes due 2014 (the “Option
                Notes,”
                and together with the Initial Notes, the “Notes”),
                and
                the Parent has authorized the issuance of warrants (each, a “Warrant”)
                representing the right to purchase a certain number of the Parent’s common
                stock, par value $0.001 (the “Common
                Stock”),
                as calculated in the Warrant Agreement (as defined
                below).

            


    

     

    
      	 	
              (b)

            	
              Subject
                to the terms and conditions of this Agreement, the Company will,
                at the
                “First Closing Date” provided for in Section
                3,
                issue and sell to Abax Lotus Ltd. (the “Purchaser”)
                and the Purchaser will purchase from the Company, Notes in the principal
                amount specified opposite the Purchaser’s name in Schedule
                I,
                and the Parent will issue to the Purchaser such number of Warrants
                specified opposite the Purchaser’s name in Schedule
                I,
                for the consideration set forth herein. Subject to the terms and
                conditions of this Agreement, the Company’s option to require the
                Purchaser to purchase the Option Notes will expire on April 15, 2008
                and
                may be exercised in whole only, but not in part on one occasion at
                the
                discretion of the Company on or before such date only if the Financial
                Trigger (as defined below) has occurred. Any such time and date of
                delivery of the Notes issued pursuant to the option shall be determined
                by
                the Company, but shall not be later than seven (7) full business
                days
                after the exercise of said option, nor in any event prior to the
                First
                Closing Date (as defined below).

            


    

     

    
      	 	
              (c)

            	
              The
                Notes are to be issued pursuant to the provisions of an indenture
                (the
                “Indenture”), to
                be dated as of the First Closing Date (as hereinafter defined), by
                and
                among the Company, the Parent and The Hongkong and Shanghai Banking
                Corporation Limited, as trustee (the “Trustee”),
                substantially
                in the form attached hereto as Exhibit
                A.
                The Warrants are to be issued pursuant to the provisions of a warrant
                agreement (the “Warrant
                Agreement”),
                to be dated as of the First Closing Date (as defined below), by and
                between the Parent and The Hongkong and Shanghai Banking Corporation
                Limited, as the warrant agent, substantially in the form attached
                hereto
                as Exhibit
                B.
                As used herein, the term “Securities”
                shall mean, collectively, the Notes, the Warrants, the Common Stock
                issuable upon the exercise of the Warrants (the “Warrant
                Shares”)
                and the Guarantees (as defined
                below).

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (d)

            	
              Capitalized
                terms used but not defined herein shall have the meanings given to
                such
                terms in the Indenture.

            


    

     

    2. Terms
      of Offering.

     

    
      	 	
              (a)

            	
              Pursuant
                to the Indenture, the Parent shall irrevocably and unconditionally
                guarantee the Notes on a senior basis, and the Company shall cause
                all
                future direct and indirect subsidiaries of the Company (each, a
                “Subsidiary
                Guarantor”,
                and together with the Parent, the “Guarantors”),
                but not including any direct and indirect subsidiaries of the Company
                organized in the People’s Republic of China (“PRC”)
                unless a change in PRC law or interpretation in PRC law permits such
                guarantees without governmental approval or registration, to irrevocably
                and unconditionally guarantee, on a senior basis, to the Purchaser
                and to
                the Trustee the payment and performance of the Company’s obligations under
                the Documents (as defined below) (collectively, the “Guarantees”).

            


    

     

    
      	 	
              (b)

            	
              The
                Notes and the Guarantees will be secured
                by

            


    

     

    
      	 	
              (i)

            	
              a
                perfected first-priority Lien on all of the equity interests of the
                Company and the Subsidiary Guarantor in existence on the First Closing
                Date pursuant to (A) a charge over shares among The Hongkong and
                Shanghai
                Banking Corporation Limited, as the collateral agent (in such capacity,
                the “Collateral
                Agent”),
                the Parent and the Company (in the case of a charge over shares in
                the
                Company), (B) a charge over shares among the Collateral Agent, Star
                Cluster Incorporated and Hi-Tech Wealth Holding Ltd. (in the case
                of a
                charge over shares in Hi-Tech Wealth Holding Ltd.), substantially
                in the
                form attached hereto as Exhibit
                C-1, (C)
                a charge over shares among the Collateral Agent, Dr. Zhang Zhengyu
                and
                Star Cluster Incorporated (in the case of a charge over shares in
                Star
                Cluster Incorporated), substantially in the form attached hereto
                as
                Exhibit
                C-2, (each,
                a “Share
                Charge”),
                together with the Uniform Commercial Code (“UCC”) financing
                statement (the “UCC
                Financing Statement”),
                in the case of a charge over shares in the Company, or entry into
                the
                chargor’s Register of Charges maintained at its registered office (or at
                the office of its registered agent) in respect of the charge over
                such
                chargor’s shares and an application with the Registrar of Corporate
                Affairs of the BVI to register details of the charge in the Register
                of
                Registered Charges, in order to comply the legal requirements in
                the BVI
                for establishing priority of collateral security interests, in the
                case of
                Share Charges (other than charge over shares in the Company) created
                under
                this subsection (i), and

            


    

     

    
      	 	
              (ii)

            	
              subject
                to the approval of the requisite Governmental Authority, a perfected
                Lien
                on all of the equity interests of each of Beihai Hi-Tech Wealth Technology
                Development Co., Ltd. and Beijing Hi-Tech Wealth Communication Technology
                Ltd., which are incorporated under the laws of the PRC (each a
                “WFOE”) pursuant
                to an equity pledge agreement between the Collateral Agent and the
                Company, substantially in the form attached hereto as Exhibit
                D
                (the “Onshore
                Equity Pledge Agreements,” and
                together with the Share Charges, financing statements and registrations
                being referred to herein as the “Security
                Documents”).

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              The
                Securities will be offered and sold to the Purchaser pursuant to
                Regulation S under the U.S. Securities Act of 1933, as amended (the
                “Act”).
                Upon original issuance thereof, and until such time as the same is
                no
                longer required under the applicable requirements of the Act, the
                Notes,
                Warrants and the Warrant Shares shall bear the legends relating to
                the
                offer and the sale of the Notes, Warrants and the Warrant Shares
                as
                required by (i) Regulation S under the Act or (ii) any other
                applicable laws or regulations relating to the issuance of the
                Securities.

            


    

     

    
      	 	
              (d)

            	
              $10,000,000
                of the net proceeds from the sale and issuance of the Securities
                shall be
                wired to an account designated by the collateral agent on behalf
                of the
                holders (“Secured
                Note Holders”)
                of two secured notes (“Secured
                Notes”)
                in the aggregate principal amount of $10,000,000 issued by the Parent
                on
                June 15 and August 2, 2007 to repay in full all the debt owed by
                the
                Parent under such Secured Notes, with the remainder deposited into
                the
                account of the Company jointly designated by the Company and the
                Parent in
                Hong Kong that is subject to co-signature authority by a representative
                of
                Abax Lotus Ltd. (the “Deposit
                Account”)
                and shall be made available to the WFOEs (as defined below) by way
                of
                capital contribution from the Company or a subsidiary of the Company.
                The
                Secured Note Holders shall issue a pay-off statement in the form
                required
                to discharge the pledge on Shares of the Company (the “Pay-off
                Statement”).

            


    

     

    
      	 	
              (e)

            	
              The
                Purchaser will be entitled to certain investor rights as set forth
                in each
                of the Investor Rights Agreement to be entered into by and among
                the
                Parent, the Purchaser and Dr. ZHANG Zhengyu, Mr. MA Qing and Ms.
                LI Ming
                (collectively, Dr. ZHANG, Mr. MA and Ms. LI are referred to herein
                as the
                “Controlling
                Shareholders”) and
                the other parties thereto, dated the First Closing Date, in the form
                attached hereto as Exhibit E (the “Investor
                Rights Agreement”),
                the
                Information Rights and Inspection Agreement in the form of Exhibit
                F and
                the Non-competition Agreement in the form of Exhibit
                G.

            


    

     

    
      	 	
              (f)

            	
              The
                Purchaser will be entitled to certain registration rights as set
                forth in
                the Equity Registration Rights Agreement to be entered into by and
                among
                the Parent and the Purchaser, dated the First Closing Date, in the
                form
                attached hereto as Exhibit H (the “Registration
                Rights Agreement”).

            


    

     

    
      	 	
              (g)

            	
              This
                Agreement, the Indenture, the Notes, the Guarantees, the Warrant
                Agreement, the Security Documents, the Investor Rights Agreement,
                Information Rights and Inspection Agreement, the Noncompetition Agreement
                and the Registration Rights Agreement are, collectively, referred
                to
                herein as the “Documents.”

            


    

     

    3. Purchase,
      Sale and Delivery.

     

    
      	 	
              (a)

            	
              Subject
                to the terms and conditions herein, the delivery of the initial Notes
                with
                the aggregate principal amount of RMB150,000,000 and the Warrants
                to be
                purchased by the Purchaser shall occur at the Hong Kong office of
                Weil,
                Gotshal & Manges LLP, at 4:00 p.m., Hong Kong time, on January 10,
                2008 or on such other Business Day thereafter as may be agreed upon
                in
                writing by the Company and the Purchaser (such date referred to herein
                as
                the “First
                Closing Date”).

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              Subject
                to the terms and conditions herein, upon the occurrence of the Financial
                Trigger, the Company shall have the option to require the Purchaser
                to
                purchase Option Notes in aggregate principal amount of RMB20,000,000
                on
                any Business Day as may be agreed upon in writing by the Company
                and the
                Purchaser but in no event later than April 15, 2008 (such date referred
                to
                herein as the “Second
                Closing Date”,
                and along with the First Closing Date, each as applicable a “Closing
                Date”
                and each such time, as applicable, a “Closing”).

            


    

     

    “Financial
      Trigger”
      means,
      for the Parent and its Subsidiaries on a consolidated basis, that net profit
      after tax for the three months ending December 31, 2007 shall be not less than
      $3,000,000 (or its equivalent in RMB, calculated at the exchange rate for
      conversion of US dollars into RMB quoted by the People’s Bank of China on the
      last Business Day of such fiscal year).

     

    The
      calculation of “net profit after tax” for the purposes of this definition shall
      be as reported in the Parent’s financial statements for the applicable period,
      and shall be made in accordance with GAAP consistently applied, which shall
      be
      audited by the Parent’s independent public accountants in accordance with
      generally accepted auditing standards, after deducting “income tax expense” and
      the amount, if any, for minority interest that may arise, but without adding
      any
“other comprehensive income” or any extraordinary income; provided
      that
      the
      calculation of “net profit after tax” for the purposes of this definition shall
      not include any costs or expenses incurred in connection with the transactions
      contemplated by this Agreement and costs and expenses in connection with all
      fundraising or financings activities of the Parent and the Company during the
      applicable period, including any non-cash expense incurred at any time in
      connection with the issuance of shares of Common Stock pursuant to (x) Section
      8
      of the Warrant Agreement or (y) the Parent’s stock option plans and employee
      stock purchase plans and which have been approved by the Parent’s Board of
      Directors so long as such issuances in the aggregate do not exceed five percent
      (5%) of the Common Stock of the Parent issued and outstanding immediately prior
      to such issuance or grants.

     

    
      	 	
              (c)

            	
              Subject
                to the terms and conditions herein, at the First Closing Date (or
                the
                Second Closing Date in the case of the Option Notes), the Company
                shall
                deliver to the Purchaser one or more global certificates representing
                the
                Initial Notes or Option Notes, as the case maybe, purchased by the
                Purchaser at the First Closing Date or the Second Closing Date, as
                the
                case maybe, and at the First Closing Date, the Parent shall deliver
                to the
                Purchaser one or more global certificates representing the Warrants,
                in
                each case registered in such names and denominations as the Purchaser
                may
                request (but not less than the minimum amount required by the Indenture),
                against payment by the Purchaser of the aggregate purchase price
                for the
                Notes and the Warrants. The aggregate purchase price shall be the
                equivalent in US dollars of the principal amount of Notes to be purchased,
                calculated at the exchange rate for conversion of US dollars into
                RMB
                quoted by the People’s Bank of China on the Business Day immediately
                preceding the respective Closing Date. The aggregate purchase price
                for
                the Notes and Warrants shall be paid by immediately available funds
                bank
                wire transfer to such bank account as the Company and the Parent
                shall
                have theretofore jointly designated to the Purchaser. In addition,
                in the
                event that any or all of the Option Notes are purchased by the Purchaser,
                payment of the purchase price for, and delivery of notes for, such
                Option
                Notes shall be made at the above-mentioned offices, or at such other
                place
                as shall be agreed upon by the Purchaser and the Company, on the
                Second
                Closing Date.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              (d)

            	
              The
                Notes and Warrants, as the case may be, each to be represented by
                one or
                more global certificates in book-entry form, will be deposited on
                the
                Closing Date, by or on behalf of the Company and the Parent (as the
                case
                may be), with The Hongkong and Shanghai Banking Corporation Limited
                as
                common depositary for Clearstream Banking, socièté anonyme (or any
                successor securities agency) (“Clearstream”)
                and Euroclear Bank, S.A./N.V. (or any successor securities clearing
                agency) (“Euroclear”,
                together with Clearstream, the “Clearing
                Facilities”),
                or its designated custodian, and registered in the name of HSBC Nominees
                (Hong Kong) Limited for further credit to Purchaser’s account. The Common
                Stock is approved for quotation on the OTC Bulletin Board (the
                “Trading
                Market”).

            


    

     

    4. Representations
      and Warranties of the Group Companies.
      Each
      of
      the Parent and the Company jointly and severally, represents and warrants to
      the
      Purchaser that, except as set forth in the SEC Reports (as defined below),
      the
      following representations and warranties are true and correct and will, on
      each
      of the Closing Dates, be true and correct:

     

    
      	 	
              (a)

            	
              SEC
                Reports.
                The Parent has filed all reports, schedules, forms, statements and
                other
                documents required to be filed by it under the Act and the Securities
                Exchange Act of 1934, as amended (the “Exchange
                Act”)
                since January 1, 2007, including pursuant to Section 13(a), 13(c)
                or 15(d)
                thereof (the foregoing materials from and after April 13, 2007, including
                the exhibits thereto and documents incorporated by reference therein,
                being collectively referred to herein as the “SEC
                Reports”)
                on a timely basis or has received a valid extension of such time
                of filing
                and has filed any such SEC Reports prior to the expiration of any
                such
                extension. As of the date of filing, in the case of SEC Reports filed
                pursuant to the Exchange Act (and to the extent such SEC Report was
                amended, then as of the date of filing of such amendment), and as
                of the
                date of effectiveness in the case of SEC Reports filed pursuant to
                the Act
                (and to the extent such SEC Report was amended, then as of the date
                of
                effectiveness of such amendment), the SEC Reports complied in all
                material
                respects with the requirements of the Act and the Exchange Act and
                the
                rules and regulations of the Securities and Exchange Commission (the
                “Commission”)
                promulgated thereunder, as applicable, and none of the SEC Reports,
                as of
                the date of filing, in the case of SEC Reports filed pursuant to
                the
                Exchange Act (and to the extent such SEC Report was amended, then
                as to
                the date of filing of such amendment), and as of the date of effectiveness
                in the case of SEC Reports filed pursuant to the Act (and to the
                extent
                such SEC Report was amended, then as of the date of effectiveness
                of such
                amendment), contained any untrue statement of a material fact or
                omitted
                to state a material fact required to be stated therein or necessary
                in
                order to make the statements therein, in the light of the circumstances
                under which they were made, not
                misleading.

            


    

     

    
      	 	
              (b)

            	
              Ownership
                of Shares of Subsidiaries; Affiliates.

            


    

     

    
      	 	
              (A)

            	
              The
                SEC Reports disclose complete and correct lists of each individual
                partnership, limited liability company, joint venture, corporation,
                association, trust or any other entity or organization (collectively,
                a
                “Person”) in
                which the Parent (i) owns, directly or indirectly, a majority of
                its
                capital stock or similar equity interests or (ii) otherwise maintains,
                directly or indirectly, control over management, operations and
                decision-making processes (each, a “Subsidiary”
                and collectively, the “Subsidiaries”),
                as to which Schedule
                II shows,
                as to each Subsidiary, the correct name thereof, the jurisdiction
                of its
                organization, and the percentage of shares of each class of its capital
                stock or similar equity interests outstanding owned by the Parent
                and each
                other Subsidiary.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	 	
              (B)

            	
              All
                of the outstanding shares of capital stock or similar equity interests
                of
                each Subsidiary shown in Schedule
                II
                as
                being owned by the Parent and its Subsidiaries have been validly
                issued,
                are fully paid and non-assessable and are owned, directly or indirectly,
                by the Parent or another Subsidiary free and clear of any Lien (other
                than
                Liens arising by operation of law).

            


    

     

    
      	 	
              (C)

            	
              No
                Subsidiary is a party to, or otherwise subject to any legal or regulatory
                restriction or any agreement (other than this Agreement, the restrictions
                disclosed in Schedule
                II,
                and limitations imposed by corporate law statutes) restricting the
                ability
                of such Subsidiary to pay dividends out of profits or make any other
                similar distributions of profits to the Parent or any of its Subsidiaries
                that owns outstanding shares of capital stock or similar equity interests
                of such Subsidiary.

            


    

     

    
      	 	
              (D)

            	
              Schedule
                II
                shows the correct names of each of Parent, the Company and each of
                Beihai
                Hi-Tech Wealth Technology Development Co. Ltd. and Beijing Hi-Tech
                Wealth
                Communication Technology Ltd., which are incorporated under the laws
                of
                the PRC (each a “WFOE”)
                (collectively, the Parent, the Company and the WFOEs being referred
                to
                herein as the “Group
                Companies”),
                the jurisdictions of their respective organization, and the percentage
                of
                shares of each class of their respective capital stock or similar
                equity
                interests outstanding owned by their respective shareholders. All
                of the
                outstanding shares of capital stock or similar equity interests of
                the
                Group Companies shown in Schedule
                II
                as
                being owned by their respective shareholders have been validly issued,
                are
                fully paid and non-assessable and are owned by such shareholders
                free and
                clear of any Lien (other than Liens arising by operation of law and
                Liens
                arising under the Security
                Documents).

            


    

     

    
      	 	
              (E)

            	
              Except
                pursuant to the Controlling Shareholders’ respective ownership interests
                in the Parent or as otherwise set forth in Schedule
                II,
                none of the directors or executive officers of the Group Companies
                holds,
                directly or indirectly, any beneficial ownership interest in any
                of the
                Subsidiaries.

            


    

     

    
      	 	
              (F)

            	
              Except
                as set forth in Schedule
                II,
                the Parent does not, directly or indirectly, beneficially own or
                control a
                minority interest in any other company, partnership or other entity
                and
                has not entered into any joint venture or strategic
                alliances.

            


    

     

    
      	 	
              (G)

            	
              As
                of the date hereof, the Company is the only Subsidiary of the Parent
                that
                are not organized in the PRC.

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              Organization.
                Each of the Group Companies (i) has been duly organized, is validly
                existing and is in good standing (if applicable) under the laws of
                its
                jurisdiction of organization, (ii) has all requisite power and authority
                to carry on its business and to own, lease and operate its properties
                and
                assets, and (iii) is duly qualified or licensed to do business and
                is in
                good standing (if applicable) as a foreign corporation or limited
                liability company, as the case may be, authorized to do business
                in each
                jurisdiction in which the nature of such business or the ownership
                or
                leasing of such properties requires such qualification, except where
                the
                failure to be so qualified would not, individually or in the aggregate,
                have a material adverse effect on (A) the properties, business, prospects,
                operations, earnings, assets, liabilities or condition (financial
                or
                otherwise) of the Group Companies, taken as a whole, (B) the ability
                of
                any of the Group Companies to perform their respective obligations
                under
                any Document or (C) the validity or enforceability of any of the
                Documents
                or the consummation of any of the transactions contemplated therein
                (each,
                a “Material
                Adverse Effect”).

            


    

     

    
      	 	
              (d)

            	
              Capitalization
                and Voting Rights.

            


    

     

    (i) Capital
      Stock.
      The
      authorized capital of the Parent consists, immediately prior to the First
      Closing Date, of (i) 280,000,000 shares of Common Stock, of which 59,369,615
      shares of Common Stock are issued and outstanding immediately prior to the
      Closing, and (ii) 10,000,000 shares of Preferred Stock, of which 288.65 shares
      of Series B Preferred Stock are issued and outstanding.

     

    (ii) Issued
      Shares.
      As at
      the date hereof and immediately prior to the First Closing Date, the aggregate
      number of shares of Common Stock issued and which are issuable pursuant to
      any
      exercise, conversion, exchange, subscription or otherwise in connection with
      any
      warrants, options (including pursuant to the Parent’s stock option plan),
      convertible securities or any agreement to sell or issue shares of Common Stock
      or securities which may be exercised, converted or exchanged for shares of
      Common Stock (collectively, “Fully-Diluted”)
      is
      74,433,366 shares. The Warrant Shares issuable upon exercise of the Warrants
      have been duly reserved for issuance and will constitute 17.53% of the Parent’s
      Common Stock on a Fully-Diluted basis on the First Closing Date. All of the
      issued and outstanding shares of each of the Group Companies as of the Closing
      are duly authorized, validly issued, fully paid and non-assessable, were issued
      in accordance with the registration or qualification provisions of the Act
      and
      any relevant blue sky laws of the United States of America or pursuant to valid
      exemptions therefrom and were issued in compliance with other applicable laws
      (including, without limitation, applicable PRC laws, rules and regulations)
      and
      are not subject to any rescission right or put right on the part of the holder
      thereof nor does any holder thereof have the right to require the Parent to
      repurchase such share capital.

     

    (iii) Voting
      and Other Agreements.
      There
      are no outstanding (A) options, warrants or other rights to purchase from any
      Group Company, (B) agreements, contracts, arrangements or other obligations
      of
      any Group Company to issue, or (C) other rights to convert any obligation into
      or exchange any securities for, in the case of each of clauses (A) through
      (C),
      shares of capital stock of, or other ownership or equity interests in, any
      Group
      Company. Except as otherwise contemplated in the Investor Rights Agreement,
      the
      Parent is not a party or subject to any agreement or understanding, and, to
      the
      Parent’s knowledge after due inquiry, there is no agreement or understanding
      with any Person that affects or relates to (i) the voting or giving of written
      consents with respect to any security of the Parent (including, without
      limitation, any voting agreements, voting trust agreements, shareholder
      agreements or similar agreements) or the voting by a director of the Parent
      or
      (ii) the sale, transfer or other disposition with respect to any security of
      the
      Parent.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    (iv) The
      Common Stock is registered pursuant to 12(g) of the Exchange Act, and the Parent
      has taken no action designed to, or which to its knowledge is likely to have
      the
      effect of, terminating the registration of the Common Stock under the Exchange
      Act, nor has the Parent received any notification that the Commission is
      contemplating terminating such registration. The Parent has not, in the 12
      months preceding the date hereof, received notice from the Trading Market to
      the
      effect that the Parent is not in compliance with the requirements of the Trading
      Market. The Parent is, and expects to be, in compliance with all of the listing
      requirements of the Trading Market in the foreseeable future.

     

    
      	 	
              (e)

            	
              No
                Registration Rights.
                Except for the registration rights to be granted by the Parent under
                the
                Registration Rights Agreement, no holder of securities of any of
                the Group
                Companies is or will be entitled to have any registration rights
                with
                respect to such securities.

            


    

     

    
      	 	
              (f)

            	
              Authorization
                and Execution.
                Each of the Group Companies has all requisite corporate power and
                authority to execute, deliver and perform its obligations under each
                of
                the Documents to which it is a party and to consummate the transactions
                contemplated thereby. This Agreement has been duly authorized, executed
                and delivered by the Group Companies. Each of the Documents has been
                duly
                authorized and when executed and delivered by the Group Companies
                (to the
                extent it is a party thereto) shall constitute a legal, valid and
                binding
                obligation of each of the Group Companies (to the extent it is a
                party
                thereto) enforceable against each of the Group Companies (to the
                extent it
                is a party thereto) in accordance with its terms, except (i) as limited
                by
                applicable bankruptcy, insolvency, reorganization, moratorium and
                other
                laws of general application affecting enforcement of creditors’ rights
                generally, (ii) as limited by laws relating to the availability of
                specific performance, injunctive relief or other equitable remedies,
                and
                (iii) to the extent the indemnification provisions contained in
                Section
                8
                of
                this Agreement or in the Registration Rights Agreement may be limited
                by
                applicable federal or state securities
                laws.

            


    

     

    
      	 	
              (g)

            	
              Valid
                Issuance of the Notes.
                Each of the Notes, when issued, sold and delivered in accordance
                with the
                terms thereof and for the consideration set forth herein, will be
                free of
                restrictions on transfer, other than restrictions on transfer under
                applicable federal or state securities laws. Assuming the accuracy
                of the
                Purchaser’s representations in Section 6
                below, the Notes will be issued in compliance with applicable federal
                and
                state securities laws. The Notes, when issued, will be in the form
                contemplated by the Indenture. Each of the Notes has been duly authorized
                by the Company and, when executed and delivered by the Company,
                authenticated by the Trustee and delivered to the Purchaser in accordance
                with the terms of this Agreement and the Indenture, such Notes will
                have
                been duly executed, issued and delivered by the Company and will
                constitute legal, valid and binding obligations of the Company, entitled
                to the benefits of the Indenture and enforceable against the Company
                in
                accordance with their terms, except as limited by applicable bankruptcy,
                insolvency, reorganization, moratorium and other laws of general
                application affecting enforcement of creditors’ rights generally. Each
                Guarantee has been duly and validly authorized by each Guarantor
                issuing
                such Guarantee and, when the Notes have been duly executed, authenticated
                and issued in accordance with the terms of the Indenture and delivered
                to
                and paid for by the Purchaser with the Guarantees endorsed thereon
                by such
                Guarantor, will constitute the legal, valid and binding obligations
                of
                such Guarantor entitled to the benefits of the Indenture, enforceable
                against such Guarantor in accordance with its terms, except as limited
                by
                applicable bankruptcy, insolvency, reorganization, moratorium and
                other
                laws of general application affecting enforcement of creditors’ rights
                generally.

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	 	
              (h)

            	
              Valid
                Issuance of Warrants.
                The Warrants, when issued in accordance with the terms thereof, will
                be
                free of restrictions on transfer, other than restrictions on transfer
                under applicable securities laws. The Warrants, when issued, will
                be in
                the form contemplated by the Warrant Agreement. The Warrants have
                been
                duly and validly authorized for issuance by the Parent, and, when
                executed
                and delivered by the Parent, authenticated by the Warrant Agent and
                delivered to the Purchaser, in accordance with the terms of this
                Agreement
                and the Warrant Agreement, the Warrants will have been duly executed,
                issued and delivered by the Parent and will constitute legal, valid
                and
                binding obligations of the Parent, entitled to the 
                9
benefits
                of the Warrant Agreement and the Registration Rights Agreement and
                enforceable against the Parent in accordance with their
                terms.

            


    

     

    
      	 	
              (i)

            	
              Valid
                Authorization and Reservation of Warrant Shares.
                The Warrant Shares have been duly and validly authorized and reserved
                for
                issuance by the Parent, and when issued pursuant to the terms of
                the
                Warrants and the Warrant Agreement, will be validly issued, fully
                paid and
                non-assessable, not subject to any preemptive or similar rights,
                free from
                all taxes, Liens, charges and security interests with respect to
                the
                issuance thereof and free of restrictions on transfer (other than
                as
                expressly contemplated by the
                Documents).

            


    

     

    
      	 	
              (j)

            	
              Compliance
                with Instruments.
                None of the Group Companies is in violation of its respective certificate
                of incorporation, articles of association, by-laws or other organizational
                documents (the “Charter
                Documents”). None
                of the Group Companies is, nor does any condition exist (nor will
                exist
                with the passage of time or otherwise) that could reasonably be expected
                to cause any of the Group Companies to be, (i) in violation of any
                statute, rule, regulation, law or ordinance, or any judgment, decree
                or
                order applicable to any of the Group Companies or any of their properties
                (collectively, “Applicable
                Law”)
                of any federal, state, PRC national, provincial, local or other
                governmental authority, governmental or regulatory agency or body,
                court,
                arbitrator or self-regulatory organization of applicable jurisdictions,
                domestic or foreign (each, a “Governmental
                Authority”),
                or (ii) in breach of or in default (or subject to acceleration any
                Debt)
                under any bond, debenture, note or other evidence of indebtedness,
                indenture, mortgage, deed of trust, lease or any other agreement
                or
                instrument to which any of them is a party or by which any of them
                or
                their respective property is bound (collectively, “Applicable
                Agreements”),
                other than in each of clause (i) and (ii) such violations, breaches
                or
                defaults that are not material. All Applicable Agreements are in
                full
                force and effect with respect to the Group Companies and to the Parent’s
                knowledge, with respect to the other parties, are the legal, valid
                and
                binding obligations of the parties
                thereto.

            


    

     

    
      	 	
              (k)

            	
              No
                Conflicts.
                Neither the execution, delivery or performance of any of the Documents,
                the issuance of any of the Securities nor the consummation of any
                of the
                transactions contemplated herein or therein will conflict with, violate,
                constitute a breach of or a default (with the passage of time or
                otherwise) under, require the consent of any person or a Governmental
                Authority (other than consents already obtained which are in full
                force
                and effect) or result in the imposition of a Lien (other than a Lien
                arising under the Security Documents and the transactions contemplated
                by
                this Agreement) on any assets of any of the Group Companies under
                or
                pursuant to (i) the Charter Documents, (ii) any Applicable Agreement,
                or
                (iii) any Applicable Law, other than in each of clause (ii) and (iii)
                such
                violations, breaches or defaults that would not, individually or
                in
                aggregate, have a Material Adverse Effect (or such as have been,
                or at the
                Closing will have been, cured). After consummation of the transactions
                contemplated in the Documents, no Default or Event of Default will
                exist
                under the Indenture.

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	 	
              (l)

            	
              Security
                Interest/Security Documents.

            


    

     

    
      	 	
              (i)

            	
              When
                executed and delivered, the Share Charges will create valid and
                enforceable security interests in favor of the Collateral Agent in
                the
                charged collateral (as described therein), which security interests
                will
                secure the repayment of the Notes and the other obligations purported
                to
                be secured thereby; when the UCC Financing Statement in respect of
                the
                Parent’s Share Charge over the Company is filed with the Secretary of
                State of the State of Nevada, such security interest will be perfected
                on
                a first-priority basis; when pursuant to section 162 of the BVI Business
                Companies Act (the “BVIBC
                Act”), the
                Company makes an entry in its Register of Charges maintained at its
                registered office (or at the office of its registered agent) in respect
                of
                its charge over WFOEs’ shares that it grants in favor of the Noteholders,
                and when pursuant to section 163 of the BVIBC Act, the Company makes
                an
                application with the Registrar of Corporate Affairs of the BVI to
                register
                details of the charge in the Register of Registered Charges, such
                security
                interest will be perfected on a first-priority basis; as of the Closing
                Date, the chargors under the Share Charges will own the charged collateral
                described therein free and clear of all Liens (except for Liens arising
                by
                operation of law and Liens arising under the Share
                Charges).

            


    

     

    
      	 	
              (ii)

            	
              When
                executed and delivered, and subject to the approval by relevant
                Governmental Authority as contemplated under Section
                5(m)
                hereof, the Onshore Equity Pledge Agreement will create a valid and
                enforceable security interest in favor of the Collateral Agent in
                all the
                equity interests in the WFOE, which security interest will secure
                the
                repayment of the Notes and the other obligations purported to be
                secured
                thereby. When the Onshore Equity Pledge Agreement is filed with,
                and
                approved by, the relevant Governmental Authority pursuant to Section
                5(m) hereof,
                the security interests represented thereby will be
                perfected.

            


    

     

    
      	 	
              (m)

            	
              Governmental
                Consents.
                No filing with, consent, approval, authorization or order of, any
                Governmental Authority is required for (i) the valid execution, delivery
                and performance by any of the Group Companies of the Documents, (ii)
                the
                offer, sale, issuance or delivery of the Notes, the Warrants, the
                Warrant
                Shares or the Guarantees, or (iii) the consummation of the transactions
                contemplated by the Documents, except (x) as have been obtained or
                will
                have been obtained on or before the Closing Date, or (y) as are described
                herein to perfect security interests granted pursuant to the Security
                Documents, and (z) as may be required under the Act or applicable
                state
                securities or “Blue Sky” laws.

            


    

     

    
      	 	
              (n)

            	
              Proceedings.
                There is no action, claim, suit, demand, hearing, notice of violation
                or
                deficiency, or proceeding, domestic or foreign (collectively,
                “Proceedings”),
                pending or, to the knowledge of the Parent, threatened, that (i)
                seeks to
                restrain, enjoin, prevent the consummation of, or otherwise challenges
                any
                of the Documents or any of the transactions contemplated therein
                or (ii)
                would otherwise have or could reasonably be expected to have a Material
                Adverse Effect. None of the Group Companies is subject to any judgment,
                order or decree of which the Parent has knowledge and which would
                have a
                Material Adverse Effect.

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    
      	 	
              (o)

            	
              Permits.
                Each of the Group Companies possesses all licenses, permits, certificates,
                consents, orders, approvals and other authorizations from, and has
                made
                all declarations and filings with, all Governmental Authorities,
                presently
                required or necessary to own or lease, as the case may be, and to
                operate
                their respective properties and to carry on their respective businesses
                as
                now conducted (“Permits”). All
                of the Permits are valid and in full force and effect. Each of the
                Group
                Companies has fulfilled and performed all of its respective obligations
                with respect to such Permits and no event has occurred which allows,
                or
                after notice or lapse of time could allow, revocation or termination
                thereof or result in any other material impairment of the rights
                of the
                holder of any such Permit. None of the Group Companies has received
                actual
                notice of any Proceeding relating to revocation or modification of
                any
                such Permit.

            


    

     

    
      	 	
              (p)

            	
              Title
                to Property.
                Each of the Group Companies has good and marketable title to all
                real
                property and personal property owned by it, in each case free and
                clear of
                any Liens as of the Closing Date, except such Liens as permitted
                under the
                Documents or such as would not have a Material Adverse Effect. For
                the
                real property not owned by any of the Group Companies and currently
                used
                or planned to be used for the business operations of the Group Companies,
                each of such Group Companies has good and marketable title to all
                leasehold estates in real and personal property being leased by it
                and, in
                each case free and clear of all Liens as of the Closing
                Date.

            


    

     

    
      	 	
              (q)

            	
              Insurance.
                Each of the Group Companies maintains reasonable adequate insurance
                covering its material properties, operations, personnel and business,
                and
                is insured by insurers of recognized financial responsibility against
                such
                losses and risks and in such amounts as are prudent and customary
                in the
                businesses in which it is engaged. All policies of insurance insuring
                the
                Group Companies and their respective businesses, assets, employees,
                officers and directors are in full force and effect. Each of the
                Group
                Companies is in compliance with the terms of such policies and instruments
                in all material respects, and there are no claims by any of the Group
                Companies under any such policy or instrument as to which any insurance
                company is denying liability or defending under a reservation of
                rights
                clause. None of the Group Companies has been refused any insurance
                coverage sought or applied for, and none of the Group Companies has
                any
                reason to believe that it will not be able to renew its existing
                insurance
                coverage as and when such coverage expires or to obtain similar coverage
                from similar insurers as may be necessary to continue its business
                at a
                cost that could not, individually or in the aggregate, have a Material
                Adverse Effect.

            


    

     

    
      	 	
              (r)

            	
              Taxes.
                All Tax returns required to be filed by each of the Group Companies
                have
                been filed, and all such returns are true, complete and correct in
                all
                material respects. All material Taxes that are due from each of the
                Group
                Companies have been paid other than those (i) currently payable without
                penalty or interest or (ii) being diligently contested in good faith
                and
                by appropriate proceedings and for which adequate reserves have been
                established in accordance with GAAP. To the knowledge of the Parent
                after
                due inquiry, there are no proposed Tax assessments against any of
                the
                Group Companies. The accruals and reserves on the books and records
                of
                each of the Group Companies in respect of any Tax liability for any
                Taxable period not finally determined are adequate to meet any assessments
                of Tax for any such period. For purposes of this Agreement, the term
                “Tax”
                and
                “Taxes”
                shall
                mean all federal, state, PRC national, provincial, local and foreign
                taxes
                and other assessments of a similar nature (whether imposed directly
                or
                through withholding), including any interest, additions to tax or
                penalties applicable thereto.

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	 	
              (s)

            	
              Intellectual
                Property.

            


    

     

    
      	 	
              (A)

            	
              Each
                of the Group Companies owns, or is validly licensed under, or has
                the
                right to use, all patents, patent rights, licenses, inventions,
                copyrights, know-how, (including any discoveries, concepts, ideas,
                research and development, know- how, formulas, inventions, compositions,
                manufacturing and production processes and techniques, technical
                data,
                procedures, designs, drawings, specifications, databases, and other
                proprietary or confidential information, including customer lists,
                supplier lists, pricing and cost information, and business and marketing
                plans and proposals of the Group Companies), trademarks, service
                marks and
                trade names (collectively, “Intellectual
                Property”)
                necessary for the conduct of its businesses and which as of the Closing
                Date, will be free and clear of all Liens, except where the failure
                to
                own, possess, or have the right to use such Intellectual Property
                could
                not reasonably be expected to have a Material Adverse Effect. To
                the
                Parent’s knowledge, no claims or notices of any potential claim have been
                asserted by any person challenging the use of any such Intellectual
                Property by any of the Group Companies or questioning the validity
                or
                effectiveness of the Intellectual Property or any license or agreement
                related thereto, and, to the Parent’s knowledge, there are no facts which
                would form a valid basis for any such claim. The use of such Intellectual
                Property by any of the Group Companies does not and will not infringe
                on,
                violate, misappropriate or otherwise interfere or conflict with any
                the
                Intellectual Property rights of any other
                person.

            


    

     

    
      	 	
              (B)

            	
              The
                SEC Reports describe (i) all Registered IP owned by or licensed to
                any of
                the Group Companies and (ii) all other material Intellectual Property
                licensed to any of the Group Companies. “Registered
                IP” means
                Intellectual Property that is registered, filed, or issued under
                the
                authority of any Governmental Authority, including all patents, registered
                copyrights, registered mask works, and registered trademarks and
                all
                applications for any of the foregoing. All Intellectual Properties
                owned
                by each of the Group Companies are valid and enforceable and are
                in
                compliance with formal legal
                requirements.

            


    

     

    
      	 	
              (C)

            	
              Each
                of the Group Companies has taken reasonable steps and measures to
                establish and preserve ownership of or right to use all Intellectual
                Property material to the operation of its business. Each of the Group
                Companies has taken reasonable steps to register, protect, maintain,
                and
                safeguard the Intellectual Property material to its business, including
                any Intellectual Property that is jointly developed with any
                third-parties, or any Intellectual Property for which improper or
                unauthorized disclosure would impair its value or validity, and has
                had
                executed appropriate nondisclosure and confidentiality agreements
                and made
                all appropriate filings, registrations and payments of fees in connection
                with the foregoing. There is no infringement or misappropriation
                by any
                other Person of any Intellectual Property of any of the Group Companies.
                No proceedings or claims in which any of the Group Companies alleges
                that
                any Person is infringing upon, or otherwise violating, any Intellectual
                Property of any of the Group Companies are pending, and none has
                been
                served, instituted or asserted by any of the Group
                Companies.

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	 	
              (D)

            	
              Each
                of the Group Companies owns all rights in and to any and all Intellectual
                Property used or planned to be used by the Group Companies, or covering
                or
                embodied in any past, current or planned activity or service of the
                Group
                Companies, which Intellectual Property was made, developed, conceived,
                created or written by any consultant retained, or any employee employed,
                by the Group Companies. No former or current employee, no former
                or
                current consultant, and no third-party joint developer of any of
                the Group
                Companies has any rights in any Intellectual Property made, developed,
                conceived, created or written by the aforesaid employee or consultant
                during the period of his or her retention by the Group Companies
                which can
                be asserted against any Group
                Company.

            


    

     

    
      	 	
              (E)

            	
              No
                Intellectual Property owned by any Group Company is the subject of
                any
                security interest, Lien, license or other contract granting rights
                therein
                to any other Person, except as will be released in connection with
                the
                Closing. Each of the Group Companies has not (a) transferred or assigned,
                (b) granted an exclusive license to or (c) provided or licensed,
                any
                Intellectual Property owned by the Group Companies to any Person
                who is
                the subject of any security interest, Lien, license or other contract
                granting rights therein to any other
                Person.

            


    

     

    
      	 	
              (F)

            	
              Neither
                the execution, delivery and performance of this Agreement or other
                agreements to which any of the Group Companies is a party, or the
                consummation of the transactions contemplated hereby and thereby,
                does not
                and will not infringe on, violate, misappropriate or otherwise interfere
                or conflict with any the Intellectual Property rights of any other
                person.

            


    

     

    
      	 	
              (t)

            	
              Internal
                Controls.
                Each of the Group Companies maintains a system of internal accounting
                controls sufficient to provide reasonable assurance that (i) transactions
                are executed in accordance with management’s general or specific
                authorization, (ii) transactions are recorded as necessary to permit
                preparation of financial statements in conformity with GAAP and to
                maintain asset accountability, (iii) access to assets is permitted
                only in
                accordance with management’s general or specific authorization and (iv)
                the recorded accountability for assets is compared with the existing
                assets at quarterly intervals and appropriate action is taken with
                respect
                to any material differences.

            


    

     

    
      	 	
              (u)

            	
              Financial
                Statements.

            


    

     

    
      	 	
              (A)

            	
              The
                audited consolidated financial statements and related notes of the
                Parent
                contained in the Form 10-KSB for the year ended December 31, 2006
                and the
                unaudited consolidated financial statements and related notes in
                the Form
                10- QSB for the six months ended June 30, 2007 (collectively, the
                “Financial
                Statements”)
                have been prepared in accordance with the applicable accounting
                requirements and the rules and regulations of the Commission with
                respect
                thereto as in effect at the time of filing; the Financial Statements
                have
                been prepared in accordance with United States generally accepted
                accounting principles applied on a consistent basis during the periods
                involved (“GAAP”), except
                as may be otherwise specified in the Financial Statements, and except
                that
                unaudited Financial Statements may not contain all footnotes required
                by
                GAAP; the Financial Statements fairly present in all material respects
                the
                financial condition, results of operations and cash flows of the
                Parent
                and its consolidated subsidiaries as of and for the dates thereof
                and the
                results of operations and cash flows for the periods then ended,
                subject,
                in the case of unaudited statements, to normal year-end audit adjustments;
                all other financial, statistical, and market and industry-related
                data
                included in the SEC Reports are based on or derived from sources
                that the
                Parent reasonably believes to be reliable and
                accurate.

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	 	
              (B)

            	
              Subsequent
                to the date of the Parent’s audited financial statements filed for the
                year ended December 31, 2006, except as disclosed therein or in any
                subsequent SEC Report, (i) none of the Group Companies has incurred
                any
                liabilities, direct or contingent, that are material, individually
                or in
                the aggregate, to the Parent, or has entered into any material
                transactions not in the ordinary course of business, (ii) there has
                not
                been any material decrease in the capital stock or any material increase
                in long-term indebtedness or any material increase in short-term
                indebtedness of the Group Companies, or any payment of or declaration
                to
                pay any dividends or any other distribution with respect to the Group
                Companies, and (iii) there has not been any material adverse change
                in the
                properties, business, prospects, operations, earnings, assets, liabilities
                or condition (financial or otherwise) of the Group Companies taken
                as a
                whole; excluding any changes caused by (x) the condition of the industry
                of the Parent that do not disproportionately affect the Parent, (y)
                the
                failure of the Parent to meet its financial projections or (z) the
                execution and delivery of this Agreement and consummation of the
                transactions contemplated hereby (each of clauses (i), (ii) and (iii),
                a
                “Material
                Adverse Change”). To
                the knowledge of the Parent, there is no event that is reasonably
                likely
                to occur in the foreseeable future, which if it were to occur, could,
                individually or in the aggregate, have a Material Adverse
                Change.

            


    

     

    
      	 	
              (v)

            	
              Solvency
                and Adequate Capital.
                All Indebtedness represented by the Notes and the Guarantees is being
                incurred for proper purposes and in good faith. Based on the financial
                condition of the Parent as of the Closing Date after giving effect
                to the
                receipt by the Company of the proceeds from the sale of the Securities
                hereunder, (i) the fair saleable value of the Group Companies’ assets
                exceeds the amount that will be required to be paid on or in respect
                of
                the Group Companies’ existing debts and other liabilities (including
                contingent liabilities) as they mature; (ii) the present fair saleable
                value of the assets of the Group Companies is greater than the amount
                that
                will be required to pay the probable liabilities of the Group Companies
                on
                their respective debt as they become absolute and mature, and (iii)
                the
                Group Companies are able to realize upon their assets and pay their
                debt
                and other liabilities (including contingent obligations) as they
                mature;
                (iv) the Group Companies’ assets do not constitute unreasonably small
                capital to carry on their respective businesses as now conducted
                and as
                proposed to be conducted including their respective capital needs
                taking
                into account the particular capital requirements of the business
                conducted
                by the Group Companies, and projected capital requirements and capital
                availability thereof; and (v) the current cash flow of each of the
                Group
                Companies, together with the proceeds the Parent would receive, were
                it to
                liquidate all of its assets, after taking into account all anticipated
                uses of the cash, would be sufficient to pay all amounts on or in
                respect
                of its liabilities when such amounts are required to be paid. None
                of the
                Group Companies intends to incur debts beyond its ability to pay
                such
                debts as they mature (taking into account the timing and amounts
                of cash
                to be payable on or in respect of its debt). The Parent has no knowledge
                of any facts or circumstances which lead it to believe that it or
                any
                other Group Companies will file for reorganization or liquidation
                under
                the bankruptcy or reorganization laws of any jurisdiction within
                one year
                from the Closing Date. For the purposes of this Agreement, “Indebtedness” shall
                mean (a) any liabilities for borrowed money or amounts owed in excess
                of
                $50,000 (other than trade accounts payable incurred in the ordinary
                course
                of business), (b) all guaranties, endorsements and other contingent
                obligations in respect of Indebtedness of others, whether or not
                the same
                are or should be reflected in the Parent’s consolidated balance sheet (or
                the notes thereto), except guaranties by endorsement of negotiable
                instruments for deposit or collection or similar transactions in
                the
                ordinary course of business; and (c) the present value of any lease
                payments in excess of $50,000 due under leases required to be capitalized
                in accordance with GAAP. None of the Group Companies is, or is reasonably
                likely to be, in default with respect to any Indebtedness and no
                waiver of
                default is currently in effect. None of the Group Companies has agreed
                or
                consented to cause or permit in the future (upon the happening of
                a
                contingency or otherwise) any of its property, whether now owned
                or
                hereafter acquired, to be subject to a Lien. None of the Group Companies
                is a party to, or otherwise subject to any provision contained in,
                any
                instrument evidencing Indebtedness of any of the Group Companies,
                any
                agreement relating thereto or any other agreement (including, but
                not
                limited to, its Charter Document) which limits the amount of, or
                otherwise
                imposes restrictions on the incurring of, Indebtedness of the Parent
                on a
                consolidated basis.

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
      	 	
              (w)

            	
              No
                Stabilization.
                None of the Group Companies has and, to each of its knowledge after
                due
                inquiry, no one acting on its behalf has, (i) taken, directly or
                indirectly, any action designed to cause or to result in, or that
                has
                constituted or which might reasonably be expected to constitute,
                the
                stabilization or manipulation of the price of any security of any
                of the
                Group Companies to facilitate the sale or resale of any of the Securities,
                (ii) sold, bid for, purchased, or paid anyone any compensation for
                soliciting purchases of, the Securities, or (iii) paid or agreed
                to pay to
                any person any compensation for soliciting another to purchase any
                other
                securities of the Parent or its
                Subsidiaries.

            


    

     

    
      	 	
              (x)

            	
              No
                Sale to the U.S.
                None of the Group Companies, their respective Affiliates, or any
                person
                acting on its or their behalf has, directly or indirectly, made offers
                or
                sales of any security, or solicited offers to buy, sell or offer
                to sell
                or otherwise negotiate in respect of, in the United States or to
                any
                United States citizen or resident, any security which is or would
                be
                integrated with the sale of the Securities in a manner or under
                circumstances that would require the registration of the Securities
                under
                the Act.

            


    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    
      	 	
              (y)

            	
              No
                Directed Selling Efforts.
                None of the Group Companies, their respective Affiliates, or any
                person
                acting on its or their behalf (other than the Purchaser, its Affiliates
                or
                persons acting on its behalf, as to whom the Group Companies make
                no
                representation) has engaged in any directed selling efforts (within
                the
                meaning of Regulation S) with respect to the Securities; and each
                of the
                Parent, its Subsidiaries, their respective Affiliates and each person
                acting on its or their behalf has complied with the offering restrictions
                requirement of Regulation S.

            


    

     

    
      	 	
              (z)

            	
              No
                Registration.
                Assuming the accuracy of the Purchaser’s representations and warranties
                set forth in Section
                6
                hereof, no registration under the Act of the Securities is required
                for
                the offer, sale and delivery of the Securities in the manner contemplated
                herein or to qualify any Indenture under the Trust Indenture Act
                of
                1939.

            


    

     

    
      	 	
              (aa)

            	
              Labor
                Matters.
                None of the Group Companies is bound by or subject to (and none of
                its
                assets or properties is bound by or subject to) any written or oral,
                express or implied, contract, commitment or arrangement with any
                labor
                union, and no labor union has requested or, to the knowledge of the
                Parent, has sought to represent any of the employees, representatives
                or
                agents of the Group Companies. There is no strike or other labor
                dispute
                involving any of the Group Companies pending or threatened, which
                could
                have a Material Adverse Effect. There is no employment related charge,
                complaint, grievance, investigation, unfair labor practice claim
                or
                inquiry of any kind, pending or threatened against any of the Group
                Companies that could, individually or in the aggregate, have a Material
                Adverse Effect.

            


    

     

    
      	 	
              (bb)

            	
              Brokers
                and Finders.
                The Parent has not engaged any broker, finder, commission agent or
                other
                similar person in connection with the transactions contemplated under
                the
                Documents, and the Parent is not under any obligation to pay any
                broker’s
                fee or commission in connection with such
                transactions.

            


    

     

    
      	 	
              (cc)

            	
              Environmental
                Matters.
                Each of the Group Companies (i) is in compliance with any and all
                applicable foreign, federal, state, PRC national, provincial, and
                local
                laws and regulations relating to the protection of the environment
                or
                hazardous or toxic substances or wastes, pollutants or contaminants
                (“Environmental
                Laws”),
                (ii) has received and is in compliance with all permits, licenses
                or other
                approvals required of it under applicable Environmental Laws to conduct
                its business, (iii) has not received actual notice of any actual
                or
                potential liability for the investigation or remediation of any disposal
                or release of hazardous or toxic substances or wastes, pollutants
                or
                contaminants, (iv) has no knowledge of any facts which would give
                rise to
                any claim, public or private, of violation of Environmental Laws
                emanating
                from, occurring on or in any way related to real properties now or
                formerly owned, leased or operated by any of them or to other assets
                or
                their use, except, in each case, such as would not result in a Material
                Adverse Effect; and (v) has stored no hazardous materials on real
                properties now or formerly owned, leased or operated by any of them
                and
                has not disposed of any hazardous materials in a manner contrary
                to any
                Environmental Laws; except where such non-compliance with Environmental
                Laws, failure to receive required permits, licenses or other approvals,
                or
                liability would not, individually or in the aggregate, have a Material
                Adverse Effect.

            


    

     

    
      	 	
              (dd)

            	
              Encumbrances.
                As of the Closing Date, there will be no encumbrances, foreign exchange
                restrictions or contractual restrictions on the ability of any of
                the
                Group Companies (x) to pay dividends or make other distributions
                on such
                parties’ capital stock or to make loans or advances or pay any
                indebtedness to, or investments in, any of the Group Companies or
                (y) to
                transfer any of its property or assets to any of the Group Companies,
                except for such restrictions set forth in the Documents or limitations
                imposed by corporate law statutes.

            


    

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    
      	 	
              (ee)

            	
              Winding
                up; Dissolution.
                None of the Group Companies has taken any action nor, to the Parent’s
                knowledge after due inquiry, have any steps been taken by any third
                party
                or legal, legislative or administrative proceedings been started
                or, to
                the Parent’s knowledge after due inquiry, threatened to (i) wind up,
                dissolve, make dormant, or eliminate any of the Group Companies or
                (ii) to
                withdraw, revoke or cancel any material approvals to conduct the
                business
                of any of the Group Companies, if
                applicable.

            


    

     

    
      	 	
              (ff)

            	
              Sovereign
                Immunity.
                Under the laws of their respective jurisdiction of incorporation
                and the
                PRC, none of the Group Companies nor any of their properties, assets
                or
                revenues are entitled to any right of immunity on the grounds of
                sovereignty from any legal action, suit or proceeding, from set-off
                or
                counterclaim, from the jurisdiction of any court, from service of
                process,
                from attachment prior to or in aid of execution of judgment, or from
                other
                legal process or proceeding for the giving of any relief or for the
                enforcement of any judgment.

            


    

     

    
      	 	
              (gg)

            	
              Purchaser
                Liability.
                No holders of any of the Notes or Warrants or Warrant Shares will
                be
                subject to liability in respect of any liability of the Parent or
                the
                Company by virtue only of the holding of any such
                Securities.

            


    

     

    
      	 	
              (hh)

            	
              Certificate.
                Each certificate signed by any officer of any of the Group Companies
                and
                delivered to the Purchaser shall be deemed a representation and warranty
                by such company (and not individually by such officer) to the Purchaser
                with respect to the matters covered
                thereby.

            


    

     

    
      	 	
              (ii)

            	
              Foreign
                Corrupt Practices Act.
                None of the Group Companies, nor to the knowledge of the Parent,
                any agent
                or other person acting on behalf of any of the Group Companies, directly
                or indirectly, (i) has used any funds or will use such funds or any
                proceeds from the sale of the Securities for unlawful contributions,
                gifts, entertainment or other unlawful expenses related to foreign
                or
                domestic political activity, (ii) made any unlawful payment to foreign
                or
                domestic government officials or employees or to any foreign or domestic
                political parties or campaigns from corporate funds, (iii) failed
                to
                disclose fully any contribution made by the Group Companies (or made
                by
                any person acting on its behalf of which the Parent is aware) which
                is in
                violation of law, or (iv) violated or taken any action which violates
                or
                would result in a violation of any provision of the Foreign Corrupt
                Practices Act of 1977, as amended and the rules and regulations thereunder
                (the “FCPA”).

            


    

     

    
      	 	
              (jj)

            	
              Related
                Party Transactions.
                No material transactions or relationships, direct or indirect, exists
                between or among any of the Group Companies or its Subsidiaries or
                any
                Affiliate of the Group Companies or its subsidiaries, on the one
                hand, and
                any former or current director, officer, stockholder, customer or
                supplier
                of any of them (including his or her spouse, child, sibling, any
                company
                or undertaking in which he or she holds any equity interest, or any
                person
                related by marriage or consanguinity), on the other
                hand.

            


    

     

    
      	 	
              (kk)

            	
              Investment
                Company.
                None of the Group Companies is, and as a result of the offer and
                sale of
                the Securities contemplated herein will not be, required to register
                as an
                “investment company” under, and as such term is defined in, the Investment
                Company Act of 1940, as amended, in connection with or as a result
                of the
                offer and sale of the Securities.

            


    

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    
      	 	
              (ll)

            	
              PFIC.
                None of the Group Companies is or intends to become a “passive foreign
                investment company” (a “PFIC”) within
                the meaning of Section 1297 of the U.S. Internal Revenue
                Code.

            


    

     

    
      	 	
              (mm)

            	
              OFAC.
                Neither the Parent nor, to the knowledge of the Parent, any director,
                officer, agent, employee, Affiliate or Person acting on behalf of
                the
                Parent is currently subject to any U.S. sanctions administered by
                the
                Office of Foreign Assets Control of the U.S. Treasury Department
                (“OFAC”);
                and
                the Company will not directly or indirectly use the proceeds of the
                offering, or lend, contribute or otherwise make available such proceeds
                to
                any Subsidiary, joint venture partner or other Person or entity,
                for the
                purpose of financing the activities of any person currently subject
                to any
                U.S. sanctions administered by OFAC. None of the Group Companies
                does any
                business with governments, entities or persons subject to any U.S.
                sanctions administered by the OFAC or any enabling legislation or
                executive order relating thereto, or, to the best of the knowledge
                of the
                Parent, any person or entity in those countries or with those persons,
                or
                perform contracts in support of projects in or for the benefit of
                those
                countries or those persons.

            


    

     

    
      	 	
              (nn)

            	
              Money
                Laundering Laws.
                The operations of each of the Group Companies are and have been conducted
                at all times in compliance with the money laundering statutes of
                applicable jurisdictions, the rules and regulations thereunder and
                any
                related or similar rules, regulations or guidelines, issued, administered
                or enforced by any applicable governmental agency (collectively,
                the
                “Money
                Laundering Laws”)
                and no action, suit or proceeding by or before any court or governmental
                agency, authority or body or any arbitrator involving any of the
                Group
                Companies with respect to the Money Laundering Laws is pending or,
                to the
                best knowledge of the Parent,
                threatened.

            


    

     

    
      	 	
              (oo)

            	
              Margin
                Rules.
                Neither the issuance, sale and delivery of the Securities nor the
                application of the proceeds thereof by the Company will violate Regulation
                T, U or X of the Board of Governors of the U.S. Federal Reserve System
                or
                any other regulation of such Board of
                Governors.

            


    

     

    
      	 	
              (pp)

            	
              Other
                Representations and Warranties Relating to the PRC Group
                Companies.

            


    

     

    
      	 	
              (A)

            	
              The
                constitutional documents and certificates and related material contracts
                of each of the WFOE and any other Group Companies (excluding the
                Parent,
                the Company and the Subsidiary Guarantors) (collectively, the WFOE
                and
                such other Group Companies established under the laws of the PRC
                are
                referred to herein as the “PRC
                Group Companies”)
                are valid and have been duly approved or registered (as applicable)
                by
                competent PRC Governmental
                Authorities.

            


    

     

    
      	 	
              (B)

            	
              All
                material consents, approvals, authorizations or licenses requisite
                under
                PRC law for the due and proper establishment and operation of each
                of the
                PRC Group Companies have been duly obtained from the relevant PRC
                Governmental Authorities and are in full force and
                effect.

            


    

     

    
      	 	
              (C)

            	
              All
                filings and registrations with the PRC Governmental Authorities required
                in respect of each of the PRC Group Companies and its operations
                including, without limitation, the registrations with the Ministry
                of
                Commerce, the State Administration of Industry and Commerce, the
                State
                Administration for Foreign Exchange, tax bureau and customs authorities
                have been duly completed in accordance with the relevant PRC rules
                and
                regulations.

            


    

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    
      	 	
              (D)

            	
              Each
                of the PRC Group Companies has complied with all relevant PRC laws
                and
                regulations regarding the contribution and payment of its registered
                share
                capital, the payment schedule of which has been approved by the relevant
                PRC Government Authorities. There are no outstanding rights of, or
                commitments made by the Parent or any Subsidiary to sell any equity
                interest in any of the PRC Group Companies, or by any of the other
                PRC
                Group Companies’ shareholders to sell any equity interest in such other
                PRC Group Companies.

            


    

     

    
      	 	
              (E)

            	
              The
                PRC Group Companies are not in receipt of any letter or notice from
                any
                relevant PRC Governmental Authority notifying it of revocation of
                any
                licenses or qualifications issued to it or any subsidy granted to
                it by
                any PRC Governmental Authority for non-compliance with the terms
                thereof
                or with applicable PRC laws, or the need for compliance or remedial
                actions in respect of the activities carried out by the PRC Group
                Companies.

            


    

     

    
      	 	
              (F)

            	
              Each
                of the PRC Group Companies has conducted its business activities
                within
                the permitted scope of business or has otherwise operated its business
                in
                compliance with all relevant legal requirements and with all requisite
                licenses and approvals granted by competent PRC Governmental
                Authorities.

            


    

     

    
      	 	
              (G)

            	
              As
                to licenses, approvals and government grants and concessions requisite
                or
                useful for the conduct of any part of the PRC Group Companies’ business
                which are subject to periodic renewal, the Parent has no knowledge
                of any
                grounds on which such requisite renewals will not be granted by the
                relevant PRC Governmental
                Authorities.

            


    

     

    
      	 	
              (H)

            	
              With
                regard to employment and staff or labor, each of the PRC Group Companies
                has complied with all applicable PRC laws and regulations in all
                material
                respects, including without limitation, laws and regulations pertaining
                to
                welfare funds, social benefits, medical benefits, insurance, retirement
                benefits, pensions or the like.

            


    

     

    
      	 	
              (qq)

            	
              Full
                Disclosure.
                All disclosure furnished by or on behalf of the Parent to the Purchaser
                regarding any of the Group Companies, their respective businesses
                and the
                transactions contemplated under the Documents, with respect to the
                representations and warranties made herein, are true and correct
                and do
                not contain any untrue statement of a material fact or omit to state
                any
                material fact necessary in order to make the statements made therein,
                in
                light of the circumstances under which they were made, not misleading.
                The
                Parent acknowledges and agrees that the Purchaser does not make any
                representations or warranties with respect to the transactions
                contemplated hereby, other than those specifically set forth in
                Section
                6
                hereof.

            


    

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    5. Covenants
      of the Group Companies.
      Each of
      the Group Companies, jointly and severally, hereby agrees:

     

    
      	 	
              (a)

            	
              To
                (i) advise the Purchaser promptly after obtaining knowledge (and,
                if
                requested by the Purchaser, confirm such advice in writing) of the
                issuance by any applicable securities commission of any stop order
                suspending the qualification or exemption from qualification of the
                Securities for offer or sale in any jurisdiction, or the initiation
                of any
                proceeding for such purpose by any applicable state securities commission
                or other regulatory authority, (ii) use its best efforts to prevent
                the
                issuance of any stop order or order suspending the qualification
                or
                exemption from qualification of the Securities under any applicable
                state
                securities or Blue Sky laws, and (iii) if at any time any applicable
                state
                securities commission or other regulatory authority shall issue an
                order
                suspending the qualification or exemption from qualification of the
                Securities under any such laws, use its reasonable best efforts to
                obtain
                the withdrawal or lifting of such order at the earliest possible
                time.

            


    

     

    
      	 	
              (b)

            	
              Whether
                or not any of the transactions contemplated under the Documents are
                consummated or this Agreement is terminated, to pay (i) all costs,
                expenses, fees and taxes incident to and in connection with: (A)
                the
                printing, processing and distribution (including, without limitation,
                word
                processing and duplication costs) and delivery of, each of the Documents,
                and (B) the preparation, issuance and delivery of the Securities,
                (ii) all
                fees and expenses of counsel, accountants and any other experts or
                advisors retained by the Group Companies, (iii) all expenses in connection
                with qualifying the Securities for settlement in the Clearing Facilities,
                (iv) all fees and expenses (including reasonable fees and expenses
                of
                counsel) of the Parent in connection with approval of the Securities
                for
                “book-entry” transfer, (v) all fees and expenses (including any filing,
                regulatory and registration fees) relating to the perfection of Liens,
                and
                (vi) all fees and expenses (including fees and expenses of counsel)
                of the
                Trustee, the Warrant Agent and the Collateral Agent. In addition,
                upon the
                First Closing Date, the Company will pay to the Purchaser an arrangement
                fee of $2,000,000 (the “Arrangement
                Fee”)
                in connection with the sale and issuance of the Securities which
                will be
                deducted from the aggregate purchase price for Notes and Warrants
                payable
                by the Purchaser at such First Closing Date. No such Arrangement
                Fee shall
                be payable in connection with the Second Closing
                Date.

            


    

     

    
      	 	
              (c)

            	
              To
                do and perform all things and comply with all covenants and agreements
                required to be done and performed or complied with under the Documents
                prior to and after the Closing
                Date.

            


    

     

    
      	 	
              (d)

            	
              Prior
                to making any public disclosure or filings as may be required by
                applicable law with respect to this Agreement and the transactions
                contemplated hereby, to provide the Purchaser and its counsel with
                the
                reasonable opportunity to review and comment on such public disclosure
                documents and consider in good faith any comments received from the
                Purchaser or its counsel.

            


    

     

    
      	 	
              (e)

            	
              Use
                reasonable efforts to maintain the trading of the Common Stock in
                the
                Trading Market.

            


    

     

    
      	 	
              (f)

            	
              Subject
                to the requirements of applicable laws and regulations and for so
                long as
                the Purchaser owns any of the Securities, the Parent will furnish
                to the
                Purchaser copies of all reports and other communications (financial
                or
                otherwise) furnished by the Parent (A) to the Trustee under the Indenture
                or (B) to the Warrant Agent under the Warrant Agreement, and as soon
                as
                reasonably available, copies of any reports or financial statements
                furnished to or filed by the Parent with the Commission or any national
                securities exchange on which any class of securities of the Parent
                may be
                listed; provided,
                however, that
                any such report or financial statements filed on the Commission’s EDGAR
                database need not be separately
                furnished.

            


    

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    
      	 	
              (g)

            	
              During
                the two-year period after the Closing Date (or such shorter period
                as may
                be provided for in Rule 144(k) under the Act, as the same may be
                in effect
                from time to time), not to, and not to permit any current or future
                Subsidiaries of the Parent or any other affiliates (as defined in
                Rule
                144(a) under the Act) controlled by the Parent to, resell any of
                the
                Securities which constitute “restricted securities” under Rule 144 that
                have been reacquired by the Parent, any current or future Subsidiaries
                of
                the Parent or any other affiliates (as defined in Rule 144(a) under
                the
                Act) controlled by the Parent, except pursuant to an effective
                registration statement under the
                Act.

            


    

     

    
      	 	
              (h)

            	
              To
                pay all stamp, documentary and transfer taxes and other duties, if
                any,
                which may be imposed by any Governmental Authorities or any political
                subdivision thereof or taxing authority thereof or therein with respect
                to
                the issuance of the Securities or the sale thereof to the
                Purchaser.

            


    

     

    
      	 	
              (i)

            	
              The
                Parent will use its reasonable best efforts not to become, and cause
                its
                Subsidiaries not to become, a PFIC. If the Parent determines that
                it or
                any of its Subsidiaries has become a PFIC, the Parent will promptly
                notify
                the Purchaser and provide all information requested by the Purchaser
                that
                is necessary for the Purchaser to make a qualified electing fund
                (QEF)
                election under Section 1295 of the Internal Revenue
                Code.

            


    

     

    
      	 	
              (j)

            	
              No
                Group Company shall, directly or indirectly, use the proceeds of
                the sale
                of the Notes, or lend, contribute or otherwise make available such
                proceeds to any Subsidiary, joint venture or other Person for the
                purposes
                of financing the activities of any Person currently subject to any
                U.S.
                sanctions administered by OFAC.

            


    

     

    
      	 	
              (k)

            	
              Each
                of the Group Companies shall conduct its operations at all times
                in
                compliance with the Money Laundering Laws of applicable jurisdictions,
                the
                rules and regulations thereunder and any related or similar rules,
                regulations or guidelines, issued administered or enforced by any
                applicable Governmental
                Authorities.

            


    

     

    
      	 	
              (l)

            	
              The
                Parent and the Company agree that they will not register any transfer
                of
                the Securities that is not (i) made in accordance with the provisions
                of
                Regulation S under the Act, (ii) made pursuant to registration under
                the
                Act, or (iii) made pursuant to an available exemption under the
                Act.

            


    

     

    
      	 	
              (m)

            	
              The
                Company shall, as soon as reasonably practicable, use its reasonable
                best
                efforts to (i) obtain approvals from, and complete filing procedures
                with,
                relevant Governmental Authorities in order to create valid and enforceable
                security interests over all of the equity interests of each WFOE
                pursuant
                to the Onshore Equity Pledge Agreements, and (ii) procure Mr. Yang
                Tian
                Sheng (or another Person who is reasonably acceptable to Purchaser)
                as
                sponsor to act on behalf of the Company in making the foregoing filings
                and completing such procedures which sponsor shall act at the instruction
                of the Collateral Agent. If the PRC Governmental Authorities require
                any
                amendments, modifications or changes to the Onshore Equity Pledge
                Agreements as a condition to their approval of such agreements, then
                the
                Company shall use its best efforts to effect such amendments,
                modifications or changes to such agreements, as the case may be,
                to obtain
                such approvals from the relevant Governmental
                Authorities.

            


    

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    
      	 	
              (n)

            	
              The
                Parent shall use its best efforts to assist the Purchaser to timely
                file
                the UCC Financing Statement under Article 9 of the UCC of Nevada
                with the
                Secretary of the State of the State of Nevada with respect to the
                Parent’s
                charge over shares in the Company, which initial filing shall be
                completed
                no later than one month from the date of the
                Closing.

            


    

     

    
      	 	
              (o)

            	
              To
                the extent that any Controlling Shareholder or Group Company is subject
                to
                or under the jurisdiction of Circular 75 issued by the PRC State
                Administration of Foreign Exchange on October 21, 2005, including
                any
                amendment, implementing rules, or official interpretation thereof
                or any
                replacement, successor or alternative legislation having the same
                subject
                matter thereof (collectively “Circular
                75”),
                each Group Company and each Controlling Shareholder hereby covenants
                to
                the Purchasers and the Company that it shall fully comply, and shall
                procure that each such Controlling Shareholder and/or Group Company
                to
                comply, in all respects with Circular 75 and any related requirement
                of
                law, including without limitation, the completion of any applicable
                foreign exchange registration, settlement or remittance requirement
                therein by March 31, 2008.

            


    

     

    
      	 	
              (p)

            	
              The
                Company shall, contemporaneously with the First Closing and pursuant
                to
                section 162 of the BVIBC Act, make an entry in its Register of Charges
                maintained at its registered office (or at the office of its registered
                agent) in respect of the charge over WFOEs’ shares that it grants in favor
                of the Noteholders, and shall as soon as practicable after Closing,
                pursuant to section 163 of the BVIBC Act, make an application with
                the
                Registrar of Corporate Affairs of the BVI to register details of
                the
                charge in the Register of Registered Charges, in order to comply
                the legal
                requirements in the BVI for establishing priority of collateral security
                interests.

            


    

     

    
      	 	
              (q)

            	
              The
                Company will use the proceeds from the offer and sale of the Securities
                in
                the First Closing (the “Proceeds”)
                solely for (i) set-up and general working capital expenditures for
                direct
                television marketing operations (but subject to the prior written
                consent
                of the Purchaser for expenditures exceeding $15,000, which consent
                shall
                not be unreasonably 
                22
withheld),
                (ii) repayment of the Secured Notes on the First Closing Date and
                (iii)
                fees and expenses (including the Arrangement Fee) payable with respect
                to
                the issuance of the Securities (collectively, the “Permitted
                Use of Proceeds”).

            


    

     

    
      	 	
              (r)

            	
              The
                proceeds from the offer and sale of the Securities will, prior to
                contribution to the WFOE, be retained in the Deposit Account until
                such
                proceeds are to be used for the Permitted Use of
                Proceeds.

            


    

     

    
      	 	
              (s)

            	
              The
                Parent (i) shall at all times keep reserved for issuance and delivery
                such
                number of Warrant Shares issuable upon exercise of any Warrant and
                (ii)
                shall, from time to time, take all necessary steps to amend its
                certificate or articles of incorporation to provide a sufficient
                reserve
                of Warrant Shares for issuance upon exercise of the
                Warrants.

            


    

     

    
      	 	
              (t)

            	
              In
                connection with the exercise of the Warrants, neither the Parent
                nor any
                Person acting on its behalf will take any action which would result
                in the
                Warrant Shares being issued by the Parent other than to the then
                existing
                holders of the Warrants exclusively, in each case where no commission
                or
                other remuneration is paid or given directly or indirectly for soliciting
                the exchange in compliance with Section 3(a)(9) of the
                Act.

            


    

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    
      	 	
              (u)

            	
              Each
                of the Group Companies undertakes that (i) it will comply with the
                FCPA,
                including, without limitation, not making use of the mails or any
                means or
                instrumentality of interstate commerce corruptly in furtherance of
                an
                offer, payment, promise to pay or authorization of the payment of
                any
                money, or other property, gift, promise to give, or authorization
                of the
                giving of value to any “foreign official” (as the term is defined in the
                FCPA) or any foreign political party or official thereof or any candidate
                for foreign political office, in contravention of the FCPA, (ii)
                it will
                conduct its business in compliance with the FCPA, and (iii) it will
                institute and maintain policies and procedures designed to ensure,
                and
                which are reasonably expected to continue to ensure, continued compliance
                therewith.

            


    

     

    
      	 	
              (v)

            	
              The
                Parent covenants to timely file (or obtain extensions in respect
                thereof
                and file within the applicable grace period) all reports required
                to be
                filed by the Parent after the date hereof pursuant to the Exchange
                Act. As
                long as the Warrant Shares are “restricted securities” as defined in Rule
                144(a)(3), if the Parent is not required to file reports pursuant
                to the
                Exchange Act, it will prepare and make publicly available in accordance
                with Rule 144(c) (and, if the Purchaser owns any Warrant Shares,
                furnish
                to the Purchaser) such information as is required to sell such Warrant
                Shares under Rule 144. The Parent further covenants that it will
                take such
                further action as any holder of the Warrant Shares may reasonably
                request,
                to the extent required from time to time to enable such person to
                sell
                such Warrant Shares, as applicable, without registration under the
                Act
                within the requirements of the exemption provided by Rule
                144.

            


    

     

    
      	 	
              (w)

            	
              The
                Parent shall, by 8:30 a.m. New York City time on the fourth business
                day
                following the date hereof, issue a Current Report on Form 8-K, disclosing
                the material terms of the transactions contemplated hereby, and shall
                attach the Documents that are required by the Commission’s rules and
                regulations to be filed thereto. The Parent and the Purchaser shall
                consult with each other in issuing any other press releases with
                respect
                to the transactions contemplated hereby, and neither the Parent nor
                the
                Purchaser shall issue any such press release or otherwise make any
                such
                public statement (i) without the prior consent of the Parent, with
                respect
                to any press release of the Purchaser, or (ii) without the prior
                consent
                of the Purchaser, with respect to any press release of the Parent,
                in
                either case of (i) and (ii), which consent shall not unreasonably
                be
                withheld or delayed, except if such disclosure is required by law,
                in
                which case the disclosing party shall promptly provide the other
                party
                with prior notice of such public statement or communication.
                Notwithstanding the foregoing, the Parent shall not publicly or otherwise
                disclose the name of the Purchaser, or include the name of the Purchaser
                in any filing with the Commission or any regulatory agency or any
                securities exchange or the Trading Market, without the prior written
                consent of the Purchaser, except (x) as required by federal securities
                law
                in connection with the filing of the Documents (including signature
                pages
                thereto) with the Commission and (y) to the extent such disclosure
                is
                required by law or Trading Market regulations, in which case the
                Parent
                shall provide the Purchaser with reasonable prior notice of such
                disclosure permitted hereunder.

            


    

     

    
      	 	
              (x)

            	
              As
                soon as reasonably practicable following the date hereof, but in
                any event
                no later than March 31, 2008, the Company shall take all necessary
                actions
                to consummate the transactions contemplated by that certain Binding
                Term
                Sheet, dated February 8, 2007, by and between the Company and Beijing
                Hi-tech Wealth Investment and Development Company Limited (the
                “Binding
                Term Sheet”),
                including without, limitation:

            


    

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    
      	 	
              (A)

            	
              performing,
                or causing one of its subsidiaries to perform, the Company’s obligations
                thereunder or pursuant to the subsequent definitive agreement, if
                any,
                entered into by such parties with respect to the matters contemplated
                in
                the Binding Term Sheet (to the extent applicable, the “Binding
                IP Transfer Agreement”);

            


    

     

    
      	 	
              (B)

            	
              paying,
                or causing one of its subsidiaries to pay, the requisite purchase
                price as
                set forth in the Binding Term Sheet or, to the extent applicable,
                the
                Binding IP Transfer Agreement;

            


    

     

    
      	 	
              (C)

            	
              registering,
                or causing one of its subsidiaries to register, the transfer of the
                applicable intellectual property rights purchased pursuant to the
                Binding
                Term Sheet, or to the extent applicable, the Binding IP Transfer
                Agreement, with the applicable governmental authorities, so as to
                ensure
                the proper ownership of such intellectual property rights by the
                Company
                and/or one of its subsidiaries;

            


    

     

    6. Purchaser’s
      Representations, Warranties and Agreements.

     

    The
      Purchaser represents and warrants to the Parent and the Company
      that:

     

    
      	 	
              (a)

            	
              It
                is not a “U.S. Person” (as defined in Rule 902 of Regulation S under the
                Act) and it understands that no action has been or will be taken
                in any
                jurisdiction by the Parent or the Company that would permit a public
                offering of the Securities in any country or jurisdiction where action
                for
                that purpose is required. It is not acquiring the Securities for
                the
                account or benefit of any U.S. persons except in accordance with
                exemption
                from registration requirements of the Act below or in a transaction
                not
                subject thereto.

            


    

     

    
      	 	
              (b)

            	
              It
                is not acquiring the Securities with a view to any distribution thereof
                that would violate the Act or the securities laws of any state of
                the
                United States or any other applicable
                jurisdiction.

            


    

     

    
      	 	
              (c)

            	
              It
                (A) agrees that it will not offer, sell or otherwise transfer any
                of the
                Securities nor, unless in compliance with the Act, engage in hedging
                transactions involving such securities, on or prior to (x) the date
                which
                is 40 days (in the case of the Notes) or one year (in the case of
                the
                Warrants and the Warrant Shares) after the later of the date of the
                commencement of the offering and the date of original issuance (or
                of any
                predecessor of any Security proposed to be transferred by the Purchaser)
                and (y) such later date, if any, as may be required by applicable
                law,
                except (a) to the Parent or the Company, (b) pursuant to a registration
                statement that has been declared effective under the Act, (c) for
                so long
                as any Security is eligible for resale pursuant to Rule 144A under
                the
                Act, to a person it reasonably believes is a “qualified institutional
                buyer” as defined in Rule 144A that purchases for its own account or for
                the account of another qualified institutional buyer to whom notice
                is
                given that the transfer is being made in reliance on Rule 144A, (d)
                pursuant to offers and sales to Persons who are not “U.S. Persons” (within
                the meaning of Regulation S) that occur outside the United States
                within
                the meaning of Regulation S or (e) pursuant to any other available
                exemption from the registration requirements of the Act, and (B)
                agrees
                that it will give to each person to whom such Security is transferred
                a
                notice substantially to the effect of this
                paragraph.

            


    

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    
      	 	
              (d)

            	
              The
                Purchaser acknowledges that the Securities are “restricted securities” as
                defined in Rule 144 under the Act and subject to resale restrictions
                during the period set forth in Rule
                144.

            


    

     

    
      	 	
              (e)

            	
              No
                form of “directed selling efforts” (as defined in Rule 902 of Regulation S
                under the Act), general solicitation or general advertising in violation
                of the Act has been or will be used nor will any offers by means
                of any
                directed selling efforts in the United States be made by the Purchaser
                or
                any of its representatives in connection with the offer and sale
                of any of
                the Notes.

            


    

     

    
      	 	
              (f)

            	
              The
                Securities to be acquired by the Purchaser will be acquired for investment
                for the Purchaser’s own account, not as a nominee or agent, and not with a
                view to the resale or distribution of any part thereof, and the Purchaser
                has no present intention of selling, granting any participation in,
                or
                otherwise distributing the same. The Purchaser does not presently
                have any
                contract, undertaking, agreement or arrangement with any Person,
                directly
                or indirectly, to sell, transfer, distribute or grant participations
                to
                such Person or to any third Person, with respect to any of the
                Securities.

            


    

     

    
      	 	
              (g)

            	
              The
                execution, delivery and performance by it of this Agreement and the
                consummation by it of the transactions contemplated by the Documents,
                including, without limitation, the purchase of the Securities: (a)
                is
                within its power and authority and has been duly authorized by all
                necessary action; (b) does not contravene the terms of its Charter
                Documents or any amendment thereof; and (c) shall not violate, constitute
                a breach of or a default (with the passage of time or otherwise)
                under, or
                require the consent of any person or a Governmental Authority (other
                than
                consents already obtained which are in full force and effect) under
                or
                pursuant to (i) any bond, debenture, note or other evidence of
                indebtedness, indenture, mortgage, deed of trust, lease or any other
                agreement or instrument to which the Purchaser is a party or by which
                the
                Purchaser or its property is bound, or (ii) any statute, rule, regulation,
                law or ordinance, or any judgment, decree or order applicable to
                the
                Purchaser or any of its properties, other than in each of clause
                (i) and
                (ii) such violations, breaches or defaults that would not, individually
                or
                in aggregate, have a material adverse effect on the ability of the
                Purchaser to perform its obligations
                hereunder.

            


    

     

    
      	 	
              (h)

            	
              This
                Agreement and the other Documents to which it is a party have been
                duly
                executed and delivered by it and assuming that it is binding on and
                enforceable against the Company, this Agreement constitutes the
                Purchaser’s legal, valid and binding obligation enforceable against the
                Purchaser in accordance with its terms, except (i) as limited by
                applicable bankruptcy, insolvency, reorganization, moratorium and
                other
                laws of general application affecting enforcement of creditors’ rights
                generally and (ii) as limited by laws relating to the availability
                of
                specific performance, injunctive relief or other equitable
                remedies.

            


    

     

    
      	 	
              (i)

            	
              The
                Purchaser has not engaged any broker, finder, commission agent or
                other
                similar person in connection with the transactions contemplated under
                the
                Documents, and the Purchaser is not under any obligation to pay any
                broker’s fee or commission in connection with such
                transactions.

            


    

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    7. Conditions
      to Purchase Securities at Closing.
      (i)
      The
      Purchaser’s obligation to purchase the Securities under this Agreement is
      subject to the satisfaction or waiver of each of the following
      conditions:

     

    
      	 	
              (a)

            	
              All
                the representations and warranties of each of the Group Companies
                contained in this Agreement and in each of the Documents shall have
                been
                true and correct (disregarding all qualification and exceptions contained
                therein relating to materiality or Material Adverse Effect) in all
                material respects as of the date hereof and shall be true and correct
                in
                all material respects at the respective Closing Date. On or prior
                to the
                respective Closing Date, the Group Companies and each other party
                to the
                Documents (other than the Purchaser) shall have performed or complied
                with
                all of the agreements and satisfied all conditions on their respective
                parts to be performed, complied with or satisfied pursuant to the
                Documents to the satisfaction of the
                Purchaser.

            


    

     

    
      	 	
              (b)

            	
              No
                injunction, restraining order or order of any nature by a Governmental
                Authority shall have been issued as of the respective Closing Date
                that
                could prevent or materially interfere with the consummation of the
                transactions contemplated under the Documents; and no stop order
                suspending the qualification or exemption from qualification of any
                of the
                Securities in any jurisdiction shall have been issued and no Proceeding
                for that purpose shall have been commenced or, to the knowledge of
                the
                Parent after due inquiry, be pending or threatened as of the respective
                Closing Date.

            


    

     

    
      	 	
              (c)

            	
              No
                action shall have been taken and no Applicable Law shall have been
                enacted, adopted or issued that could, as of the respective Closing
                Date,
                reasonably be expected to prevent the consummation of the transactions
                contemplated under the Documents. No Proceeding shall be pending
                or, to
                the knowledge of the Parent after due inquiry, threatened other than
                Proceedings that if adversely determined could not, individually
                or in the
                aggregate, adversely affect the issuance or marketability of the
                Securities, or could not, individually or in the aggregate, have
                a
                Material Adverse Effect.

            


    

     

    
      	 	
              (d)

            	
              The
                Parent and the Company shall have obtained any and all approvals,
                consents
                and waivers necessary for consummation of the transactions contemplated
                by
                this Agreement, including, but not limited to, all Permits,
                authorizations, approvals or consents of any Governmental
                Authority.

            


    

     

    
      	 	
              (e)

            	
              The
                Purchaser shall have received on the respective Closing
                Date:

            


    

     

    
      	 	
              (A)

            	
              certificates
                dated the respective Closing Date, signed by (1) the Chief Executive
                Officer and (2) the principal financial or accounting officer(s)
                of each
                of the Group Companies, on behalf of each of such Group Companies,
                respectively, to the effect that (a) the representations and warranties
                set forth in Section
                4
                hereof are true and correct with the same force and effect as though
                expressly made at and as of such Closing Date, (b) such Group Company
                has
                complied with all Documents in all material respects and satisfied
                all
                conditions set forth in such Documents on its part to be performed
                or
                satisfied hereunder (to the extent it is a party to such Documents)
                at or
                prior to such Closing Date unless otherwise waived pursuant to the
                terms
                hereof, (c) at such Closing Date, since the date hereof or since
                the date
                of the most recent financial statements in the SEC Reports (exclusive
                of
                any amendment or supplement thereto after the date thereof), no event
                or
                events have occurred, no information has become known nor does any
                condition exist that could, individually or in the aggregate, have
                a
                Material Adverse Effect, (d) since the date of the most recent financial
                statements in the SEC Reports (exclusive of any amendment or supplement
                thereto after the date thereof), none of the Group Companies has
                incurred
                any liabilities or obligations, direct or contingent, not in the
                ordinary
                course of business, that are material to the Group Companies, taken
                as a
                whole, or entered into any transactions not in the ordinary course
                of
                business that are material to the business, condition (financial
                or
                otherwise), results of operations, prospects or regulatory status
                of the
                Group Companies, taken as a whole, and there has not been any change
                in
                the capital stock or long-term indebtedness of any of the Group Companies
                that is material to the business, condition (financial or otherwise)
                or
                results of operations, prospects or regulatory status of the Group
                Companies, taken as a whole, and (e) the sale of any of the Securities
                has
                not been enjoined (temporarily or
                permanently);

            


    

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    
      	 	
              (B)

            	
              certificates
                dated the Closing Date, executed by the Secretary or authorized officer
                of
                each of the Group Companies, certifying such matters as the Purchaser
                may
                reasonably request;

            


    

     

    
      	 	
              (C)

            	
              certificates
                dated the Closing Date, executed by officers of the Parent and the
                Company
                certifying such matters as the Purchaser may reasonably
                request;

            


    

     

    
      	 	
              (D)

            	
              the
                opinion of Loeb & Loeb LLP, special U.S. counsel to the Parent and the
                Company, dated the respective Closing Date, in the form and substance
                reasonably acceptable to the
                Purchaser;

            


    

     

    
      	 	
              (E)

            	
              the
                opinion of Lewis & Roca LLP, Nevada counsel to the Parent, dated the
                respective Closing Date, in the form and substance reasonably acceptable
                to the Purchaser;

            


    

     

    
      	 	
              (F)

            	
              the
                opinion of Appleby Hunter Bailhache, as to matters of BVI law, dated
                the
                respective Closing Date, in the form and substance reasonably acceptable
                to the Purchaser; and

            


    

     

    
      	 	
              (G)

            	
              the
                opinion of King & Wood, as to matters of PRC law, dated the respective
                Closing Date, in the form and substance reasonably acceptable to
                the
                Purchaser.

            


    

     

    
      	 	
              (f)

            	
              On
                the First Closing Date, each of the Documents and the Pay-off Statement
                shall have been executed and delivered by all parties thereto to
                the
                satisfaction of the Purchaser, and the Purchaser shall have received
                a
                fully executed original (or clearly legible facsimile copy) of each
                Document.

            


    

     

    
      	 	
              (g)

            	
              The
                Purchaser shall have received copies of all opinions, certificates,
                letters and other documents delivered under or in connection with
                the
                transactions contemplated in the Documents that are required to be
                delivered at or prior to the Closing
                Date.

            


    

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

    
      	 	
              (h)

            	
              None
                of the other parties to any of the Documents shall be in breach or
                default
                under their respective obligations
                thereunder.

            


    

     

    
      	 	
              (i)

            	
              The
                Collateral Agent shall have received on the First Closing
                Date:

            


    

     

    
      	 	
              (A)

            	
              evidence
                satisfactory to the Purchaser that any prior Liens in respect of
                the
                shares of the Company have been fully discharged, including the share
                pledge in favor of the Secured Note
                Holders;

            


    

     

    
      	 	
              (B)

            	
              the
                certificate representing the Charged Shares (as defined in the Share
                Charges), accompanied by undated stock powers duly executed in blank
                by
                the Chargors pursuant to the respective Share
                Charges;

            


    

     

    
      	 	
              (C)

            	
              any
                appropriately completed copies, which have been duly authorized for
                filing
                by the appropriate Person, of UCC Financing Statement naming the
                Parent as
                a debtor and the Collateral Agent as the secured party, or other
                similar
                instruments or documents to be filed under the UCC of all jurisdictions
                as
                may be necessary or desirable to perfect the security interests of
                the
                Collateral Agent pursuant to the
                Indenture;

            


    

     

    
      	 	
              (D)

            	
              any
                certified copies of UCC Requests for Information or Copies (Form
                UCC-11),
                or a similar search report certified by a party acceptable to the
                Collateral Agent, dated a date reasonably near to the First Closing
                Date,
                listing all effective financing statements which name the Parent
                (under
                its present name and any previous names) as the debtor, together
                with
                copies of such financing statements (none of which shall cover any
                collateral described in the
                Indenture);

            


    

     

    
      	 	
              (E)

            	
              a
                copy of the Register of Charges of each chargor under the Share Charge,
                dated a date reasonably near to the First Closing Date, listing all
                effective charges and mortgages which name the Company as the debtor,
                together with copies of such charges and mortgages (none of which
                shall
                cover any collateral described in the
                Indenture);

            


    

     

    
      	 	
              (F)

            	
              copies
                of Register of Members of each of the pledged company under the Share
                Charge, dated a date reasonably near to the First Closing Date, listing
                all effective charges and mortgage as contemplated by the Security
                Documents;

            


    

     

    
      	 	
              (G)

            	
              such
                other approvals, opinions, or documents as the Collateral Agent may
                reasonably request in form and substance reasonably satisfactory
                to the
                Collateral Agent;

            


    

     

    
      	 	
              (H)

            	
              the
                Collateral Agent and its counsel shall be satisfied that no Lien
                exists on
                any of the collateral described above other than the Lien created
                in favor
                of the Collateral Agent, for the benefit of the Secured Parties,
                pursuant
                to the Indenture and the Share Charges or that is being released
                in favor
                of such Secured Parties on such Closing
                Date;

            


    

     

    
      	 	
              (I)

            	
              the
                Pay-off Statement.

            


    

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    
      	 	
              (j)

            	
              All
                UCC Financing Statements or other similar financing statements or
                filings
                required pursuant to Section
                7(i)
                (collectively, the “Filing
                Statements”)
                shall have been delivered to CT Corporation System or another similar
                filing service company acceptable to the Collateral Agent (the
                “Filing
                Agent”).
                The Filing Agent shall have acknowledged in a writing reasonably
                satisfactory to the Collateral Agent and its counsel (i) the Filing
                Agent’s receipt of all Filing Statements, (ii) that the Filing Statements
                have either been submitted for filing in the appropriate filing offices
                or
                will be submitted for filing in the appropriate offices within ten
                days
                following the First Closing Date and (iii) that the Filing Agent
                will
                notify the Collateral Agent and its counsel of the results of such
                submissions within 10 days following the First Closing
                Date.

            


    

     

    
      	 	
              (k)

            	
              The
                respective Boards of Directors and, to the extent legally required,
                the
                respective shareholders of the Group Companies shall have approved
                and
                authorized by all necessary corporate action (i) the execution and
                delivery of the Documents, (ii) all actions to be performed or satisfied
                under the Documents (including, without limitation, the reserve for
                issuance of the Warrant Shares issuable upon exercise of the Warrants),
                (iii) the consummation of the transactions contemplated by the Documents,
                (iv) the pricing terms of the Securities and (v) all other actions
                necessary in connection with the transactions contemplated by the
                Documents and the offering of the Securities and shall have provided
                the
                Purchaser with a copy of such
                authorizations.

            


    

     

    
      	 	
              (l)

            	
              The
                Purchaser shall have completed and be satisfied with the results
                of all
                business, legal and financial due diligence in its sole discretion
                and
                absolute satisfaction, and any items requiring correction identified
                by
                the Purchaser shall have been corrected to the Purchaser’s
                satisfaction.

            


    

     

    
      	 	
              (m)

            	
              Conditions
                to Purchase of Option Notes.
                In the event that the Company exercises its option to require the
                Purchaser to purchase the Option Notes after the First Closing Date,
                the
                Purchaser shall receive, dated as of the Second Closing Date, the
                items
                referred to in Section
                7(e), dated
                as of the Second Closing Date, and true and correct as of such
                date.

            


    

     

    8. Indemnification.

     

    
      	 	
              (a)

            	
              Each
                of the Parent and the Company, jointly and severally, agrees to indemnify
                and hold harmless the Purchaser, each of its affiliates (including
                any
                person who controls the Purchaser within the meaning of Section 15
                of the
                Act or Section 20 of the Exchange Act) and their respective officers,
                directors, partners, shareholders, counsel, employees and agents
                (the
                Purchaser and each such other person being referred to as an “Indemnified
                Person”),
                to the fullest extent lawful, from and against any losses, claims,
                damages, liabilities and reasonable expenses (or actions in respect
                thereof), as incurred, related to or arising out of or in connection
                with:

            


    

     

    
      	 	
              (A)

            	
              actions
                taken or omitted to be taken by any of the Group Companies or their
                respective affiliates, officers, directors, employees or agents in
                breach
                or violation of their respective representations, warranties, covenants
                and agreements set forth in this Agreement or any of the other Documents;
                and

            


    

     

    
      	 	
              (B)

            	
              any
                breach by any of the Group Companies of their respective representations,
                warranties, covenants and agreements set forth in this Agreement
                or in any
                of the other Documents; and,
                subject to the provisions hereof, will reimburse the Indemnified
                Persons
                for all reasonable expenses (including, without limitation, reasonable
                fees and expenses of counsel) as they are incurred in connection
                with
                investigating, preparing, defending or settling any such action or
                claim,
                whether or not in connection with litigation in which any Indemnified
                Person is a named party. If any of the Indemnified Persons’ personnel
                appears as witnesses, are deposed or are otherwise involved in the
                defense
                of any action against an Indemnified Person, any of the Group Companies,
                or their respective officers or directors, each of the Parent and
                the
                Company will reimburse the Purchaser for all reasonable expenses
                incurred
                by the Purchaser by reason of any of the Indemnified Persons being
                involved in any such action; provided,
                however, Parent
                and the Company shall not be liable for indemnification hereunder
                with
                regard to any grossly negligent act or omission or willful misconduct
                by
                the Purchaser or any other Indemnified Person which results in the
                unavailability to the Parent (or any of its affiliates) or to the
                offering
                of the Securities of the exemption from the registration requirements
                of
                the Act provided by Regulation S thereunder. This indemnity will
                be in
                addition to any liability that any of the Group Companies may otherwise
                have to the Indemnified
                Persons.

            


    

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

     

    
      	 	
              (b)

            	
              As
                promptly as reasonably practical after receipt by an Indemnified
                Person
                under this Section
                8
                of
                notice of the commencement of any action for which such Indemnified
                Person
                is entitled to indemnification under this Section
                8,
                such Indemnified Person will, if a claim in respect thereof is to
                be made
                against the indemnifying party under this Section
                8,
                notify the indemnifying party of the commencement thereof in writing;
                but
                the omission to so notify the indemnifying party (i) will not relieve
                such
                indemnifying party from any liability under paragraph (a) above unless
                and
                only to the extent it is materially prejudiced as a result thereof
                and
                (ii) will not, in any event, relieve the indemnifying party from
                any
                obligations to any Indemnified Person other than the indemnification
                obligation provided in paragraph (a) above. In case any such action
                is
                brought against any Indemnified Person, and it notifies the indemnifying
                party of the commencement thereof, the indemnifying party will be
                entitled
                to participate therein and, to the extent that it may determine,
                jointly
                with any other indemnifying party similarly notified, to assume the
                defense thereof, with counsel satisfactory to such Indemnified Person
                (who
                shall not, except with the written consent of such Indemnified Person,
                be
                counsel to the indemnifying party) at the expense of the indemnifying
                party; provided,
                however, that
                if (i) the use of counsel chosen by the indemnifying party to represent
                the Indemnified Person would present such counsel with a conflict
                of
                interest, (ii) the actual or potential defendants in, or are targets
                of,
                any such action include both the Indemnified Person and the indemnifying
                party, and the Indemnified Person shall have been advised by counsel
                that
                there may be one or more legal defenses available to it and/or any
                other
                Indemnified Person that are different from or additional to those
                available to the indemnifying party, or (iii) the indemnifying party
                shall
                not have employed counsel reasonably satisfactory to the Indemnified
                Person to represent the Indemnified Person within a reasonable time
                after
                notice of the institution of such action, then, in each such case,
                the
                indemnifying party shall not have the right to direct the defense
                of such
                action on behalf of such Indemnified Person or Persons and such
                Indemnified Person or Persons shall have the right to select separate
                counsel (including an additional local counsel) to defend such action
                on
                behalf of such Indemnified Person or Persons at the reasonable expense
                of
                the indemnifying party. After notice from the indemnifying party
                to such
                Indemnified Person of its election so to assume the defense thereof
                and
                approval by such Indemnified Person of counsel appointed to defend
                such
                action, the indemnifying party will not be liable to such Indemnified
                Person under this Section
                8
                for any legal or other expenses, other than reasonable costs of
                investigation, subsequently incurred by such Indemnified Person in
                connection with the defense thereof, unless (i) the Indemnified Person
                shall have employed separate counsel in accordance with the proviso
                to the
                immediately preceding sentence (it being understood, however, that
                in
                connection with such action the indemnifying party shall not be liable
                for
                the expenses of more than one separate counsel (in addition to local
                counsel) in any one action or separate but substantially similar
                actions
                in the same jurisdiction arising out of the same general allegations
                or
                circumstances, representing the Indemnified Persons who are parties
                to
                such action or actions) or (ii) the indemnifying party has authorized
                in
                writing the employment of counsel for the Indemnified Person at the
                expense of the indemnifying party. After such notice from the indemnifying
                party to such Indemnified Person, the indemnifying party will not
                be
                liable for the costs and expenses of any settlement of such action
                effected by such Indemnified Person without the prior written consent
                of
                the indemnifying party (which consent shall not be unreasonably withheld
                or delayed).

            


    

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              No
                indemnifying party shall, without the prior written consent of any
                Indemnified Person, effect any settlement or compromise of, or consent
                to
                the entry of any judgment with respect to, any pending or threatened
                action, claim, suit or proceeding in respect of which the Indemnified
                Person is or could have been a party, or indemnity could have been
                sought
                hereunder by any Indemnified Person (whether or not the Indemnified
                Person
                is an actual or potential party to such action or claim), unless
                such
                settlement (A) includes an unconditional express written release
                of any
                Indemnified Person in form and substance reasonably satisfactory
                to such
                Indemnified Person, from all losses, claims, damages or liabilities
                arising out of such action, claim, suit or proceeding and (B) does
                not
                include any statement as to an admission of fault, culpability or
                failure
                to act by or on behalf of such Indemnified Person. If a claim or
                action is
                settled, or if there be a final judgment for the plaintiff with respect
                to
                any such claim or action, each indemnifying party jointly and severally
                agrees, subject to the exceptions and limitations set forth above,
                to
                indemnify and hold harmless each Indemnified Person from and against
                any
                and all losses, claims, damages or liabilities (and legal and other
                expenses as set forth above) incurred by reason of such settlement
                or
                judgment.

            


    

     

    
      	 	
              (d)

            	
              The
                indemnity and expense reimbursement obligations set forth herein
                (i) shall
                be in addition to any liability the Parent or the Company may have
                to any
                Indemnified Person at common law or otherwise, (ii) shall remain
                operative
                and in full force and effect regardless of any investigation made
                by or on
                behalf of the Purchaser or any other Indemnified Person and (iii)
                shall be
                binding on any successor or assignee of any of the Parent or the
                Company
                and their respective successors or
                assignees.

            


    

     

    
      	 	
              (e)

            	
              If
                Parent or the Company enter into any agreement or arrangement with
                respect
                to, or effects, any proposed sale, exchange, dividend or other
                distribution or liquidation of all or a significant portion of its
                assets
                in one or a series of transactions or any significant recapitalization
                or
                reclassification of its outstanding securities, Parent or the Company
                shall provide for the assumption of their obligations under this
                Agreement
                by another party reasonably satisfactory to the
                Purchaser.

            


    

     

    9. Termination.

     

    
      	 	
              (a)

            	
              The
                Purchaser may terminate this Agreement at any time prior to the Closing
                Date by written notice to the Company if any of the following has
                occurred:

            


    

     

    
      	 	
              (A)

            	
              since
                the date hereof, any Material Adverse Effect or development involving
                or
                reasonably expected to result in a prospective Material Adverse Effect
                that could, in the Purchaser’s reasonable judgment, be expected to (i)
                make it impracticable or inadvisable to proceed with the purchase
                of the
                Securities on the terms and in the manner contemplated in this Agreement
                and the Indenture, or (ii) materially impair the investment quality
                of any
                of the Securities;

            


    

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    
      	 	
              (B)

            	
              the
                failure of any of the Parent or the Company to satisfy any of the
                conditions contained in Section
                7(e)
                hereof on or prior to January 10,
                2008;

            


    

     

    
      	 	
              (C)

            	
              any
                outbreak or escalation of hostilities or other national or international
                calamity or crisis, including acts of terrorism, or material adverse
                change or disruption in economic conditions in, or in the financial
                markets of, the United States, the European Union, PRC or Hong Kong
                (it
                being understood that any such change or disruption shall be relative
                to
                such conditions and markets as in effect on the date hereof), if
                the
                effect of such outbreak, escalation, calamity, crisis, act or material
                adverse change in the economic conditions in, or in the financial
                markets
                of, the United States, the European Union or Hong Kong could be expected
                to make it, in the Purchaser’s reasonable judgment, impracticable to
                proceed with the consummation of the transactions on the terms and
                in the
                manner contemplated in this Agreement or the
                Indenture;

            


    

     

    
      	 	
              (D)

            	
              trading
                in the Parent’s Common Stock shall have been suspended by the Trading
                Market or the suspension or limitation of trading generally in securities
                on the New York Stock Exchange, the American Stock Exchange, the
                London
                Stock Exchange, the Hong Kong Stock Exchange, the NASDAQ Small Cap
                Market,
                the NASDAQ Capital Market or the NASDAQ Global Market or any setting
                of
                limitations on prices for securities on any such exchange or the
                NASDAQ
                Capital Market or the NASDAQ Small Cap Market, the NASDAQ Global
                Market;

            


    

     

    
      	 	
              (E)

            	
              the
                enactment, publication, decree or other promulgation after the date
                hereof
                of any Applicable Law that could be reasonably expected to have a
                Material
                Adverse Effect;

            


    

     

    
      	 	
              (F)

            	
              the
                declaration of a banking moratorium by any federal or New York state
                Governmental Authority; or the taking of any action by any Governmental
                Authority after the date hereof in respect of its monetary or fiscal
                affairs that could reasonably be expected to have a material adverse
                effect on the financial markets in the United States, European Union,
                Hong
                Kong or elsewhere; or

            


    

     

    
      	 	
              (G)

            	
              the
                Other Agreement has been terminated pursuant to the terms
                thereof.

            


    

     

    
      	 	
              (b)

            	
              The
                Parent and the Company may terminate this Agreement at any time prior
                to
                the Closing Date by written notice to the Purchaser based upon the
                Purchaser’s breach of its representations, warranties, covenants and
                obligations under this Agreement.

            


    

     

    10. Survival
      of Representations
      and Indemnities.
      The
      representations and warranties, covenants, indemnities and contribution and
      expense reimbursement provisions and other agreements of any of the Group
      Companies and the Purchaser set forth in this Agreement shall remain operative
      and in full force and effect, and will survive, regardless of (i) any
      investigation, or statement as to the results thereof, made by or on behalf
      of
      the Purchaser or any of the Group Companies, and (ii) acceptance of the
      Securities, and payment for them hereunder.

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    11. Substitution
      of Purchaser.
      The
      Purchaser shall have the right to substitute any one of its Affiliates as the
      purchaser of the Securities, by written notice to the Company, which notice
      shall be signed by the Purchaser and such Affiliate, shall contain such
      Affiliate’s agreement to be bound by this Agreement and shall contain a
      confirmation by such Affiliate of the accuracy with respect to it of the
      representations set forth in Section 6. Upon receipt of such notice, wherever
      the word “Purchaser” is used in this Agreement (other than in this Section 11),
      such word shall be deemed to refer to such Affiliate in lieu of the original
      purchaser. In the event that such Affiliate is so substituted as a purchaser
      hereunder and such Affiliate thereafter transfers to the original purchaser
      all
      of the Securities then held by such Affiliate, upon receipt by the Company
      of
      notice of such transfer, wherever the word “Purchaser” is used in this Agreement
      (other than in this Section 11), such word shall no longer be deemed to refer
      to
      such Affiliate, but shall refer to the original purchaser, and the original
      purchaser shall have all the rights of an original holder of the Securities
      under this Agreement.

     

    12. Miscellaneous.

     

    
      	 	
              (a)

            	
              Notices
                given pursuant to any provision of this Agreement shall be addressed
                as
                follows:

            


    

     

    (A) if
      to the
      Parent and the Company and/or the other Group Companies, to:

     

    China
      Mobile Media Technology Inc.

    9th
      Floor, Block C, Intell-Center

    No.
      18
      Zhongguancun East Road

    Haidian
      District

    Beijing,
      China 100083

    Attention:
      Chief Financial Officer

    Facsimile
      No.: 86 10 8260 1927

     

    with
      a
      copy to:

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      NY 10154

    Fax:
      +1
      212 202 7829

    Attn:
      Mitchell Nussbaum, Esq.

     

    (B) if
      to the
      Purchaser, to the addresses as indicated in Schedule I:

     

    
      	 	
              (b)

            	
              Except
                with respect to the material terms and conditions of the transactions
                contemplated by the Documents, the Parent covenants and agrees that
                neither it nor any other person acting on its behalf will provide
                the
                Purchaser or its agents or counsel with any information that the
                Parent
                believes constitutes material non-public information, unless prior
                thereto
                the Purchaser shall have executed a written agreement regarding the
                confidentiality and use of such information. The Parent understands
                and
                confirms that the Purchaser shall be relying on the foregoing
                representations in effecting transactions contemplated
                hereunder.

            


    

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              This
                Agreement has been and is made solely for the benefit of and shall
                be
                binding upon each of the Group Companies and the Purchaser and, to
                the
                extent provided in Section
                8 hereof,
                the controlling persons and their respective agents, employees, officers,
                directors, partners, counsel, and shareholders expressly referred
                to in
                Section
                8, and
                their respective heirs, executors, administrators, successors and
                assigns,
                all as and to the extent provided in this Agreement, and no other
                person
                shall acquire or have any right under or by virtue of this
                Agreement.

            


    

     

    
      	 	
              (d)

            	
              THIS
                AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
                LAWS
                OF THE STATE OF NEW YORK.

            


    

     

    
      	 	
              (e)

            	
              All
                disputes arising out of or in connection with this Agreement shall
                be
                finally settled under the Rules of Arbitration of the International
                Chamber of Commerce by three arbitrators appointed as follows: one
                arbitrator shall be appointed by the Purchaser, one arbitrator shall
                be
                appointed by the Company, and the third arbitrator shall be appointed
                jointly by the two arbitrators appointed by the parties. The place
                of
                arbitration shall be in Hong Kong. The arbitration shall be conducted
                in
                English. The arbitration awards shall be final and binding upon the
                parties.

            


    

     

    
      	 	
              (f)

            	
              No
                failure to exercise, and no course of dealing with respect to, and
                no
                delay in exercising, any right, power or remedy hereunder shall operate
                as
                a waiver thereof; nor shall any single or partial exercise of any
                right,
                power or remedy hereunder preclude any other or further exercise
                thereof
                or the exercise of any other right, power or
                remedy.

            


    

     

    
      	 	
              (g)

            	
              This
                Agreement may be signed in various counterparts which together shall
                constitute one and the same
                instrument.

            


    

     

    
      	 	
              (h)

            	
              The
                headings in this Agreement are for convenience of reference only
                and shall
                not limit or otherwise affect the meaning of any provision of this
                Agreement.

            


    

     

    
      	 	
              (i)

            	
              If
                any term, provision, covenant or restriction of this Agreement is
                held by
                a court of competent jurisdiction to be invalid, illegal, void or
                unenforceable, the remainder of the terms, provisions, covenants
                and
                restrictions set forth herein shall remain in full force and effect
                and
                shall in no way be affected, impaired or invalidated, in each case,
                to the
                extent permitted by applicable law, and the parties hereto shall
                use their
                best efforts to find and employ an alternative means to achieve the
                same
                or substantially the same result as that contemplated by such term,
                provision, covenant or restriction. It is hereby stipulated and declared
                to be the intention of the parties that they would have executed
                the
                remaining terms, provisions, covenants and restrictions without including
                any of such that may be hereafter declared invalid, illegal, void
                or
                unenforceable, to the extent permitted by applicable
                law.

            


    

     

    
      	 	
              (j)

            	
              This
                Agreement may be amended, modified or supplemented, and waivers or
                consents to departures from the provisions hereof may be given;
                provided
                that
                the same are in writing and signed by all of the signatories
                hereto.

            


    

     

    [signature
      page follows]

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    EXECUTION
      COPY

     

    Please
      confirm that the foregoing correctly sets forth the agreement among Parent,
      the
      Company and the Purchaser.

     

    
      	 	
              Very
                truly yours,

            
	 	 	 
	 	
              CHINA
                MOBILE MEDIA TECHNOLOGY INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            


    

    
      
        	 	
              
	 	 	 
	 	
                
                  MAGICAL
                    INSIGHT INVESTMENTS LIMITED

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:

                Title:

              


      

       

    

    
      [SIGNATURE
        PAGE TO PURCHASE AGREEMENT]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    Accepted
      and Agreed to:

     

    
      	
              ABAX
                LOTUS LTD.

            	 	 	 
	 	 	 	 
	 	 	 	 
	By:
	 	 	
            
	
              
                

              

              Name:

              Title:
                Authorized Signatory

            	 	 	
            


    

     

    [SIGNATURE
      PAGE TO PURCHASE AGREEMENT]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      I

     

    Schedule
      of Purchasers

     

    I. Closing
      of the Sale and Issuance of Notes and Warrants

     

    First
      Closing Date: January
      10, 2008

    
      	 	 	 	 	 	 
	
              Name
                and Address

            	 	
              Principal
                Amount of Notes

            	 	
              Number
                of Warrants

            	 
	
              Abax
                Lotus Ltd.

            	 	 	
              RMB150,000,000

            	 	 	
              12,000,000
                

            	 
	
              c/o
                Abax Global Capital

            	 	 	 	 	 	 	 
	
              (Hong
                Kong) 

            	 	 	 	 	 	 	 
	
              Suite
                6708, 67/F Two

            	 	 	 	 	 	 	 
	
              Limited
                International Finance Centre

            	 	 	 	 	 	 	 
	
              8
                Finance Street

            	 	 	 	 	 	 	 
	
              Central,
                Hong Kong SAR 

            	 	 	 	 	 	 	 
	
              Fax:
                +852 36021702

            	 	 	 	 	 	 	 


    

     

    Second
      Closing Date:

    
      	 	 	 	 	 	 
	
              Name
                and Address

            	 	
              Principal
                Amount of Notes

            	 	
              Number
                of Warrants

            	 
	
              Abax
                Lotus Ltd.

            	 	 	
              RMB20,000,000

            	 	 	
              None

            	 
	
              c/o
                Abax Global Capital

            	 	 	 	 	 	 	 
	
              (Hong
                Kong) 

            	 	 	 	 	 	 	 
	
              Suite
                6708, 67/F Two

            	 	 	 	 	 	 	 
	
              Limited
                International Finance Centre

            	 	 	 	 	 	 	 
	
              8
                Finance Street

            	 	 	 	 	 	 	 
	
              Central,
                Hong Kong SAR 

            	 	 	 	 	 	 	 
	
              Fax:
                +852 36021702

            	 	 	 	 	 	 	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      II

     

    To
      be
      provided


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    List
      of Exhibits

    

      
        	
                Exhibit
                  A.

              	
                Form
                  of Indenture

              
	 	 
	
                Exhibit
                  B.

              	
                Form
                  of Warrant Agreement

              
	 	 
	
                Exhibit
                  C.

              	
                Form
                  of Share Charge

              
	 	 
	
                Exhibit
                  C-1.

              	
                Form
                  of Share Charge Over Shares in Hi-Tech Wealth Holding
                  Ltd.

              
	 	 
	
                Exhibit
                  C-2.

              	
                Form
                  of Share Charge Over Shares in Star Cluster
                  Incorporated

              
	 	 
	
                Exhibit
                  D.

              	
                Form
                  of Onshore Equity Pledge Agreement

              
	 	 
	
                Exhibit
                  E.

              	
                Form
                  of Investor Rights Agreement

              
	 	 
	
                Exhibit
                  F.

              	
                Form
                  of Information Rights and Inspection Agreement

              
	 	 
	
                Exhibit
                  G.

              	
                Form
                  of Non-Competition Agreement

              
	 	 
	
                Exhibit
                  H.

              	
                Form
                  of Registration Rights
                  Agreement