Exhibit
      10.1

     

      
        

        

      

       

    

     

    SHARE
      PURCHASE AGREEMENT

     

     

    between
      and among:

     

     

    China
      Longyi Group International holdings Limited,

     

    a
      company
      formed under the laws of the State of New York;

     

    and

     

    Daykeen
      Group Limited,

     

    a
      company
      formed and existing under the laws of the British Virgin Islands

     

     

    
      
        

      

    

     

    Dated
      as
      of November 12, 2007

     

    
      

    

     

    
      

      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    SHARE
      PURCHASE AGREEMENT

     

    This
      Share Purchase Agreement (“Agreement”)
      is
      entered into as of November 12, 2007, (the “Effective
      Date”)
      between and among to following, each of which is referred to as a “Party”
and
      together as the “Parties:”

     

    
      	 	
              (i)

            	
              China
                Longyi Group International Holdings Limited,
                a
                company formed under the laws of the State of New York (the “Buyer”);
                and

            


    

     

    
      	 	
              (ii)

            	
              Daykeen
                Group Limited, a
                company formed and existing under the laws of the British Virgin
                Islands
                (“Seller”).

            


    

     

    Certain
      capitalized terms used in this Agreement are defined in Exhibit A.

     

    RECITALS

     

    A. Buyer
      is
      a company formed and existing under the laws of the State of New York, United
      States of America.

     

    B. Seller
      is
      a company formed and existing under the laws of the British Virgin Islands
      and
      owns 100% of the issued
      and outstanding ordinary share of Top
      Time
      International Limited,
      a Hong
      Kong company (the “Company”)
      with a
      total authorized share capital of Hong Kong Dollars 500,000,000 (par value
      HK$
      1) consisting of 500,000,000 ordinary shares (the “Ordinary
      Share”),
      of
      which 427,596,001 shares of Ordinary Share are issued and
      outstanding.

     

    C. The
      Company owns 90% of the equity of Beijing LongYi JiuZhou Dismutase Biology
      Technology Co. Ltd., a Sino-foreign joint venture organized and existing under
      the laws of the People’s Republic of China (“Beijing
      SOD”);
      and
      100% of Chongqing LongYi JiuZhou Dismutase Biology Technology Co. Ltd., a wholly
      foreign-owned entity organized and existing under the laws of the People’s
      Republic of China (“Chongqing
      SOD”).

     

    D. Buyer
      desires to purchase from Seller, and Seller desire to sell to Buyer, 100% of
      the
      issued and outstanding ordinary share of the Company, on the terms and subject
      to the conditions set forth in this Agreement.

     

    AGREEMENT

     

    The
      Parties to this Agreement, intending to be bound thereby, in consideration
      for
      the mutual promises and covenants contained herein and for other good and
      valuable consideration, the receipt and sufficiency of which is acknowledged
      by
      the Parties, agree as follows.

     

    ARTICLE
      I

     

    THE
      TRANSACTION

     

    
      	
              1.1

            	
              Purchase
                and Sale of the Shares.
                At
                the Closing referred to in Section
                1.3
                below, Seller will sell, assign and deliver to the Buyer 427,596,001
                shares of the Company, constituting the “Shares,”
                and representing one hundred percent (100%) of the issued and outstanding
                Ordinary Share of the Company, and Buyer will purchase and accept
                the
                Shares from the Seller, on the terms and subject to the conditions
                set
                forth in this Agreement. 

            


    

     

    
      	
              1.2

            	
              Price.
                The purchase price for the Shares (the “Purchase
                Price”)
                will be:

            


    

     

    
      	 	
              (a)

            	
              An
                amount equal to RMB 222,420,000
                ($30 million at a conversion rate of RMB 7.414 to one United States
                Dollar), by wire transfer of immediately available funds to an account
                specified in a written notice from Seller to Buyer, which is delivered
                no
                later than ten (10) calendar days before the Closing Date;
                and

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              62,250,000
                shares of common stock, par value $0.01 per share of the Buyer to
                be
                delivered within 90 days of the Closing (as defined in Section
                1.3).

            


    

     

    
      	
              1.3

            	
              Closing. The
                closing of the sale of the Shares to the Buyer (the “Closing”)
                will take place in Hong Kong, at 10:00 a.m. local time on November
                13,
                2007, or such other date as the Parties may agree upon in writing.
                

            


    

     

    
      	
              1.4

            	
              Deliveries
                at the Closing. At
                the Closing:

            


    

     

    
      	 	
              (a)

            	
              The
                Parties will fully execute and deliver to each other two (2) originals
                of
                this Agreement;

            


    

     

    
      	 	
              (b)

            	
              The
                Buyer will deliver to the Seller:

            


    

     

    
      	 	
              (i)

            	
              the
                cash portion of the Purchase Price;
                and

            


    

     

    
      	 	
              (ii)

            	
              an
                original duly executed bought note, in the form attached as part
                of
                Schedule
                III;

            


    

     

    
      	 	
              (c)

            	
              The
                Seller will deliver to the Buyer: 

            


    

     

    
      	 	
              (i)

            	
              a
                receipt, in the form attached as Schedule
                II,
                acknowledging payment in full, and beneficial receipt by Seller,
                of the
                entire Purchase Price;

            


    

     

    
      	 	
              (ii)

            	
              An
                original duly executed sold note and an original duly executed instrument
                of transfer in the forms attached as part of Schedule
                II,
                together with the original share certificate(s) in respect of the
                Shares,
                assigning the Shares to Buyer; and

            


    

     

    
      	 	
              (iii)

            	
              The
                Disclosure Schedule (as defined in ARTICLE
                II
                below).

            


    

     

    
      	
              1.5

            	
              Registration
                of Transfer of Shares.
                Seller will ensure that the transfer of the Shares pursuant to this
                Agreement is registered with the competent governmental authorities,
                including, without limitation, preparing and executing or causing
                to be
                executed any other documents necessary for the transaction contemplated
                by
                this Agreement, and submitting or causing to be submitted the same
                with
                the Hong Kong Companies Registry and/or any other competent
                authority.

            


    

     

    
      	
              1.6

            	
              Stamp
                Duties.
                Any stamp duties imposed on this Agreement or any other transaction
                document executed in connection with this Agreement will be borne
                by
                Buyer.

            


    

     

    
      	
              1.7

            	
              Transfer
                Expenses.
                Any taxes, duties, charges and fees payable in respect of the transfer
                and
                sale of the Purchased Shares contemplated by this Agreement will
                be borne
                by Seller and Buyer, respectively, pursuant to the allocation of
                responsibilities as provided under relevant Hong Kong laws and
                regulations. In the event such laws and regulations do not provide
                clearly
                whether certain taxes, charges and fees should be paid by Seller
                or Buyer,
                Seller and Buyer will share such taxes, charges and fees
                equally.

            


    

     

    ARTICLE
      II

     

    REPRESENTATIONS
      AND WARRANTIES
      OF THE SELLER

     

     

    Except
      as
      set forth in a Part of the Disclosure Schedule bearing the number of the section
      or subsection to which an exception is taken, the Seller represents and warrants
      to and for the benefit of the Indemnitees, and each of them, as follows. The
      word, “knowledge,” when used with regard to the Seller, means and includes the
      knowledge of their stockholder(s).

     

    
      	
              2.1

            	
              Seller. The
                Seller is a company duly organized, validly existing and in good
                standing
                under the laws of the British Virgin Islands with full corporate
                power and
                authority to enter into this Agreement and perform its obligations
                hereunder. The Seller is not insolvent, has not declared bankruptcy,
                has
                not been the subject of the filing of a voluntary or involuntary
                petition
                in bankruptcy or any proceedings placing it in receivership, and
                has not
                been party to any assignment for the benefit of creditors. The Seller
                is
                not subject to any Order that may have an adverse effect on its ability
                to
                comply with its obligations under this Agreement. The execution,
                delivery
                and performance of this Agreement and the Transaction Documents on
                behalf
                of Seller have been duly authorized by all necessary action on the
                part of
                Seller, and this Agreement and the Transaction Documents have been
                duly
                executed by Seller and are valid and enforceable as to and binding
                against
                Seller.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              2.2

            	
              Title
                to the Shares.
                Seller is the sole owner of and has good title to the Shares, free
                and
                clear of all Encumbrances and transfer restrictions, other than
                restrictions on transferability under securities laws of general
                applicability or as set out in the charter documents of the Company.
                Seller has not previously assigned or purported to assign the Purchased
                Shares (or any part thereof) to any Person. Seller has made no general
                solicitation in connection with the
                Shares.

            


    

     

    
      	
              2.3

            	
              Consents
                and Approvals.
                No consent, action, approval or authorization of, or registration,
                declaration or filing with, any Governmental Authority or other third
                party is required to be obtained by Seller to authorize the execution
                and
                delivery by Seller of this Agreement or the Transaction Documents,
                the
                performance by Seller of the terms hereof and thereof or the consummation
                of the transactions contemplated hereby and
                thereby.

            


    

     

    
      	
              2.4

            	
              Other
                Instruments.
                Seller has executed any and all instruments necessary to effectuate
                the
                sale, transfer and assignment of the Shares to
                Buyer.

            


    

     

    
      	
              2.5

            	
              Company.
                 The
                Company is duly organized, validly existing and in good standing
                under the
                laws of Hong Kong and has full corporate power and authority to own
                and
                hold its properties and to carry on its business as now conducted
                and as
                proposed to be conducted. The Company is not insolvent, has not declared
                bankruptcy, has not been the subject of the filing of a voluntary
                or
                involuntary petition in bankruptcy or any proceedings placing it
                in
                receivership, and has not been party to any assignment for the benefit
                of
                creditors. The Company is not required to be qualified, authorized,
                registered or licensed to do business as a foreign corporation in
                any
                jurisdiction other than the jurisdiction of its incorporation. The
                Company
                does not own, beneficially or otherwise, any shares or other securities
                of, or any direct or indirect interest of any nature in, any Entity
                other
                than the Subsidiaries. The Company has never conducted any business
                under
                or otherwise used, for any purpose or in any jurisdiction, any fictitious
                name, assumed name, trade name or other name, other than “Daykeen
                Group Limited.” 

            


    

     

    
      	
              2.6

            	
              Subsidiaries.
                The Company owns, free and clear of all Encumbrances, (a)
                ninety percent (90%) of the equity of Beijing LongYi JiuZhou Dismutase
                Biology Technology Co. Ltd., a Sino-foreign joint venture organized
                and
                existing under the laws of the People’s Republic of China (“Beijing
                SOD”);
                and (b)
                one hundred percent (100%) of the equity of Chongqing LongYi JiuZhou
                Dismutase Biology Technology Co. Ltd., a wholly foreign-owned entity
                organized and existing under the laws of the People’s Republic of China
                (“Chongqing
                SOD”).
                Beijing SOD and Chongqing SOD together are referred to as the
                “Subsidiaries.”
                Each of the subsidiaries is duly organized, validly existing and
                in good
                standing under the laws of the PRC and has full corporate power and
                authority, and is duly licensed, to own and hold its properties and
                to
                carry on its business as now conducted and as proposed to be conducted.
                Neither of the Subsidiaries is required to be qualified, authorized,
                registered or licensed to do business as a foreign corporation in
                any
                jurisdiction other than the jurisdiction of its organization. Neither
                of
                the Subsidiaries owns, beneficially or otherwise, any shares or other
                securities of, or any direct or indirect interest of any nature in,
                any
                other Entity.

            


    

     

    
      	
              2.7

            	
              Charter
                Documents; Records. The
                Seller has delivered to (or made available for inspection by) the
                Buyer
                accurate and complete copies of: (a)
                the memorandum and articles of association or other comparable charter
                documents of the Company, including all amendments thereto; and
                (b)
                the minutes and other records of the meetings and other proceedings
                (including any actions taken by written consent or otherwise without
                a
                meeting) of the stockholders of the Company, the board of directors
                of the
                Company and all committees of the board of directors of the Company.
                There
                have been no meetings or other proceedings of the stockholders of
                the
                Company, the board of directors of the Company or any committee of
                the
                board of directors of the Company that are not fully reflected in
                such
                minutes or other records. To the extent the books of account, stock
                records, minute books and other records of the Company are not accurate,
                up-to-date and complete, or have not been maintained in accordance
                with
                sound and prudent business practices, Seller will indemnify the
                Indemnified Parties for any loss or damage caused thereby. All of
                the
                records of the Company are in the actual possession and direct control
                of
                the Company.

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    
      	
              2.8

            	
              Capitalization. The
                total authorized share capital of the Company is 500,000,000 Hong
                Kong
                Dollars, consisting of 500,000,000 ordinary shares (par value HK$
                1), of
                which 427,596,001 shares are issued and outstanding. There is no:
                (a)
                outstanding subscription, option, call, warrant or right (whether
                or not
                currently exercisable) to acquire any shares of the capital stock
                or other
                securities of the Company; (b) outstanding security, instrument or
                obligation that is or may become convertible into or exchangeable
                for any
                shares of the capital stock or other securities of the Company; or
                (c)
                Contract under which the Company is or may become obligated to sell
                or
                otherwise issue any shares of its capital stock or any other securities.
                There are no outstanding obligations of the Company, actual or contingent,
                to issue or deliver or to repurchase, redeem or otherwise acquire
                any
                shares of the Company. No Person other than the Seller has any right
                to
                vote with respect to the sale of the Shares to the Buyer or any of
                the
                other Transactions. 

            


    

     

    
      	
              2.9

            	
              Financial
                Statements.
                The pro-forma consolidated financial statements of the Company and
                its
                Subsidiaries attached collectively as Part
                2.9
                of
                the Disclosure Schedule (the “Financial
                Statements”)
                are accurate and complete in all respects, have been prepared in
                accordance with generally accepted accounting principles applied
                on a
                consistent basis throughout the periods covered, and present fairly
                the
                financial position of the Company and its Subsidiaries as of the
                dates and
                periods covered thereby.

            


    

     

    
      	
              2.10

            	
              Absence
                of Changes. There
                has been no Adverse Change in respect of the Company and its Subsidiaries
                since the Financial Statement Date.

            


    

     

    
      	
              2.11

            	
              Title
                To Assets. The
                Company and its Subsidiaries own, and have good and valid title to,
                free
                and clear of any Encumbrances, all of the all assets purported to
                be owned
                by them, including all the assets reflected in the Financial Statement
                and
                other books and records of the Company and its Subsidiaries as being
                owned
                by them and any assets acquired since the Financial Statement Date.
                The
                assets owned by the Company and its Subsidiaries are sufficient to
                enable
                them to conduct their Business.

            


    

     

    
      	
              2.12

            	
              Bank
                Accounts. Part 2.12
                of
                the Disclosure Schedule accurately lists each account maintained
                by or for
                the benefit of the Company and its Subsidiaries at any bank or other
                financial institution, including the name of the institution, the
                name in
                which the account is maintained, and the names of all individuals
                authorized to draw on or make withdrawals from such account. There
                are no
                safe deposit boxes or similar arrangements maintained by or for the
                benefit of the Company or its
                Subsidiaries.

            


    

     

    
      	
              2.13

            	
              Receivables. Part
                2.13
                of
                the Disclosure Schedule provides an accurate and complete breakdown
                and
                aging of all accounts receivable, notes receivable and other receivables
                of the Company and its Subsidiaries as of the Financial Statement
                Date.
                All existing accounts receivable of the Company and its Subsidiaries
                represent valid obligations of customers of the Company arising from
                bona
                fide transactions entered into in the ordinary course of business.
                Part
                2.13
                of
                the Disclosure Schedule identifies all unreturned security deposits
                and
                other deposits made by, or held by any Person for the benefit of,
                the
                Company and its Subsidiaries. 

            


    

     

    
      	
              2.14

            	
              Payables. Part 2.14
                of
                the Disclosure Schedule accurately lists and briefly describes each
                account payable or other indebtedness or payment obligation of the
                Company
                and its Subsidiaries.

            


    

     

    
      	
              2.15

            	
              Customers;
                Distributors. 
                The Company and its Subsidiaries has not received any notice or other
                communication, nor has any knowledge, that any customer or other
                Person
                identified or required to be identified in Part
                2.15
                of
                the Disclosure Schedule may cease dealing with the Company and its
                Subsidiaries or may otherwise reduce the volume of business transacted
                by
                such Person with the Company and its Subsidiaries below historical
                levels.
                

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              2.16

            	
              Inventory. 
                The inventory
                of the Company and its Subsidiaries consists of the items listed
                on
                Part 2.16
                of
                the Disclosure Schedule (the “Inventory”).
                All of the Inventory is of a type, quality and condition sufficient
                for
                the purposes of the Business. The value of the Inventory is accurately
                identified on the Financial Statements.


            


    

     

    
      	
              2.17

            	
              Title
                to Property and Assets.
                The Company and its Subsidiaries have good and marketable title to
                their
                properties and assets, including the properties and assets reflected
                in
                the most recent balance sheet included in the Financial Statements,
                and
                good title to their leasehold estates, in each case subject to no
                Encumbrance, other than (a) those resulting from taxes which have not
                yet become delinquent, (b) minor liens and encumbrances which do not
                materially detract from the value of the property subject thereto
                or
                materially impair the operations of the Company and its Subsidiaries,
                and
                (c) those that have otherwise arisen in the ordinary course of
                business. All facilities, machinery, equipment, fixtures, vehicles
                and
                other properties owned, leased or used by the Company are in good
                operating condition and repair and are reasonably fit and usable
                for the
                purposes for which they are being used. The Company is in compliance
                with
                all material terms of each lease to which it is a party or is otherwise
                bound.

            


    

     

    
      	
              2.18

            	
              Intellectual
                Property.

            


    

     

    
      	 	
              (a)

            	
              The
                Company and its Subsidiaries owns or possesses sufficient legal rights
                to
                all patents, trademarks, service marks, trade names, copyrights,
                customer
                lists, trade secrets, licenses, information and other proprietary
                rights
                and processes necessary for the conduct of their Business, without
                any
                known infringement of the rights of others. There are no outstanding
                options, licenses or agreements of any kind relating to the foregoing
                proprietary rights, nor are the Company or its Subsidiaries bound
                by or a
                party to any options, licenses or agreements of any kind with respect
                to
                the patents, trademarks, service marks, trade names, copyrights,
                trade
                secrets, licenses, information and other proprietary rights and processes
                of any other person or entity other than such licenses or agreements
                arising from the purchase of “off the shelf” or standard
                products.

            


    

     

    
      	 	
              (b)

            	
              The
                Company and its Subsidiaries have not received any communications
                alleging
                that any of them has violated or, by conducting their Business, would
                violate any of the intellectual property rights of any other
                Person.

            


    

     

    
      	
              2.19

            	
              Contracts.  Part
                2.19
                of
                the Disclosure Schedule identifies and describes each material Company
                Contract, each of which is valid and in full force and effect. Copies
                of
                all material Company Contracts have been made available to Buyer.
                To the
                Seller’s knowledge: (i) no Person has violated or breached, or declared
                or
                committed any default under, any Company Contract; (ii) no event
                has
                occurred, and no circumstance or condition exists, that might (with
                or
                without notice or lapse of time) (A) result in a violation or breach
                of any of the provisions of any Company Contract, (B) give any Person
                the right to declare a default or exercise any remedy under any Company
                Contract, (C) give any Person the right to accelerate the maturity or
                performance of any Company Contract, or (D) give any Person the right
                to
                cancel, terminate or modify any Company Contract; (iii) the Company
                has
                not received any notice or other communication (in writing or otherwise)
                regarding any actual, alleged, possible or potential violation or
                breach
                of, or default under, any Company Contract; and (iv) the Company
                has not
                waived any right under any Company
                Contract.

            


    

     

    
      	
              2.20

            	
              Liabilities.
                The Company and its Subsidiaries have no material Liabilities and,
                to the
                best of Seller’s knowledge, has no material contingent Liabilities,
                except
                (a)
                Liabilities disclosed in the Financial Statements, and (b)
                current Liabilities incurred in the ordinary course of business subsequent
                to the Financial Statement Date which, in the aggregate, are not
                material
                to the financial condition of the Company and its
                Subsidiaries.

            


    

     

    
      	
              2.21

            	
              No
                Bankruptcy.
                The Company and its Subsidiaries have not, at any time, (i) made a
                general assignment for the benefit of creditors, (ii) filed, or had
                filed against it, any bankruptcy petition or similar filing,
                (iii) suffered the attachment or other judicial seizure of all or a
                substantial portion of its assets, (iv) admitted in writing their
                inability to pay their debts as they become due.
                

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
              2.22

            	
              Compliance
                with Legal Requirements.
                The Company and its Subsidiaries have not received, at any time,
                any
                notice or other communication (in writing or otherwise) from any
                Governmental Body or any other Person regarding any actual, alleged,
                possible or potential violation of, or failure to comply with, any
                Legal
                Requirement. To the knowledge of the Seller, the Company and its
                Subsidiaries have complied with all applicable Legal Requirements
                in the
                conduct of their Business.

            


    

     

    
      	
              2.23

            	
              Governmental
                Authorizations.  Part
                2.23
                of
                the Disclosure Schedule lists each Governmental Authorization held
                or used
                by the Company or any of its Subsidiaries in the conduct of their
                Business, each of which is valid and in full force and effect, and
                all of
                which together are sufficient for the Company and its Subsidiaries
                to
                conduct their Business. The Company and its Subsidiaries have at
                all times
                been in material compliance with all Governmental Authorizations
                listed or
                required to be listed in Part
                2.23
                of
                the Disclosure Schedule, and have never received any notice or other
                communication from any Governmental Authority to the contrary. Copies
                of
                all such Governmental Authorizations have been made available to
                the
                Buyer. 

            


    

     

    
      	
              2.24

            	
              Tax
                Matters. The
                Seller has delivered to (or made available for inspection by) the
                Buyer
                accurate and complete copies of all Tax Returns that have been filed
                on
                behalf of or with respect to the Company and its Subsidiaries since
                December 31, 2003. The information contained in such Tax Returns is
                accurate and complete in all respects. The Company and its Subsidiaries
                have timely paid all Taxes required to be paid by them and have received
                no notice or other communication from any Governmental Authority
                indicating any default, deficiency, penalty or other adverse matter
                with
                regard to any Tax owed or purported to be owed by them. The Company
                and
                its Subsidiaries have made provision on their books for all Taxes
                payable
                by them relating to periods for which no Tax Returns have been filed.
                

            


    

     

    
      	
              2.25

            	
              Employee
                and Labor Matters. Part
                2.25
                of
                the Disclosure Schedule lists each employee of the Company and its
                Subsidiaries by name, date of hire, and current compensation. No
                employee
                of the Company or any of its Subsidiaries, nor any consultant with
                whom
                any of them has contracted, is in violation of the terms of any agreement
                between such Person and the Company or its Subsidiaries. No employee
                of
                the Company or its Subsidiaries has been granted the right to continued
                employment by the Company or its Subsidiaries or to any material
                compensation following termination of employment with the Company
                or its
                Subsidiaries. The
                Company and its Subsidiaries does not maintain, manage or fund, and
                has
                never maintained. established, managed or funded any Employee Benefit
                Plan
                other than those mandated by applicable Legal Requirements.
                

            


    

     

    
      	
              2.26

            	
              Sale
                of Products.
                Each product that has been sold by the Company or its Subsidiaries
                to any
                Person: (i)
                conformed and complied in all material respects with the terms and
                requirements of any applicable warranty or other Contract and with
                all
                applicable Legal Requirements; and (ii)
                was free of any design or other defects or deficiencies at the time
                of
                sale. Neither the Company nor its Subsidiaries will incur or otherwise
                become subject to any Liability arising directly or indirectly from
                any
                product sold by them on or at any time prior to the Closing
                Date.

            


    

     

    
      	
              2.27

            	
              Performance
                of Services.
                Neither Company nor its Subsidiaries has provided services for
                compensation to any other Person.

            


    

     

    
      	
              2.28

            	
              Insurance. 
                There is no insurance policy maintained by or at the expense of,
                or for
                the direct or indirect benefit of, the Company or its Subsidiaries
                except
                as set forth in Part
                2.28
                of
                the Disclosure Schedule.

            


    

     

    
      	
              2.29

            	
              Related
                Party Transactions. 
                Except as set forth in Part 2.29
                of
                the Disclosure Schedule: (a) no Related Party has any direct or indirect
                interest of any nature in any of the assets of the Company or its
                Subsidiaries; (b) no Related Party is, or has at any time since
                December 31, 2006 been, indebted to the Company or its Subsidiaries
                any; (c) since December 31, 2006, no Related Party has entered into,
                or has had any direct or indirect financial interest in, any Company
                Contract, transaction or business dealing of any nature involving
                the
                Company or its Subsidiaries; (d) no Related Party is competing, or
                has at
                any time since December 31, 2006 competed, directly or indirectly,
                with the Company or its Subsidiaries; (e) no Related Party has any
                claim
                or right against the Company or its Subsidiaries; and (f) no event
                has
                occurred, and no condition or circumstance exists, that might (with
                or
                without notice or lapse of time) directly or indirectly give rise
                to or
                serve as a basis for any claim or right in favor of any Related Party
                against the Company or its Subsidiaries. 

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
              2.30

            	
              Proceedings.
                There is no pending Proceeding, and to Seller’s knowledge, no Person has
                threatened to commence any Proceeding that involves the Company or
                its
                Subsidiaries or their Business, or which reasonably could be anticipated
                to prevent, delay, make illegal or otherwise interfere with the
                consummation of the Transactions, and no condition or circumstance
                exists
                which might reasonably be expect to give rise to or serve as a basis
                for
                any such Proceeding. No Proceeding has ever been commenced by or
                against
                the Company or its Subsidiaries in the past.


            


    

     

    
      	
              2.31

            	
              Orders.
                There is no Order in effect relating to the Business or assets of
                the
                Company or its Subsidiaries to which the Seller, the Company or its
                Subsidiaries, any Related Party, or any of the assets owned or used
                by the
                Company or its Subsidiaries in their Business, is subject.
                

            


    

     

    
      	
              2.32

            	
              Authority;
                Binding Nature of Agreements. 
                The execution, delivery and performance by each Seller of the
                Transactional Agreements to which it is or may become a party have
                been
                duly authorized by all necessary action on the part of such Seller
                and its
                stockholders, board of directors and officers. This Agreement and
                each of
                the other Transactional Agreements, when executed by a Seller, will
                constitute the legal, valid and binding obligation of such Seller,
                enforceable against it in accordance with its
                terms.

            


    

     

    
      	
              2.33

            	
              Non-Contravention;
                Consents. 

            


    

     

    
      	 	
              (a)

            	
              Neither
                the Company or its Subsidiaries nor the Seller was, is or will be,
                required to make any filing with or give any notice to, or to obtain
                any
                Consent or Governmental Authorization from, any Person or Governmental
                Body in connection with the execution and delivery of any of the
                Transactional Agreements or the consummation or performance of any
                of the
                Transactions. 

            


    

     

    
      	 	
              (b)

            	
              Neither
                the execution and delivery of any of the Transactional Agreements,
                nor the
                consummation or performance of any of the Transactions, will directly
                or
                indirectly (with or without notice or lapse of time),
                have an Adverse Effect on the Business of the Company or its Subsidiaries
                or the Shares.

            


    

     

    
      	
              2.34

            	
              Securities
                Representations. The
                Seller understands, acknowledges and agrees that the offering and
                sale of
                the shares of the Buyer hereunder (the “Acquisition
                Shares”)
                to the Seller in accordance with this Agreement has not been registered
                under the Securities Act or under any state securities laws or regulations
                and that the Acquisition Shares are being offered and sold to it
                in
                reliance on an exemption from the registration requirements of United
                States federal and state securities laws under Regulation S promulgated
                under the Securities Act and that the Buyer is relying upon the truth
                and
                accuracy of the representations, warranties, agreements, acknowledgments
                and understandings of the Seller set forth herein in order to determine
                the applicability of such exemptions and the suitability of the Seller
                to
                acquire the Acquisition Shares. In this regard, the Seller represents
                and
                warrants as follows: 

            


    

     

    
      	 	
              (a)

            	
              The
                Seller is not a U.S. Person (as defined below) or an affiliate (as
                defined
                in Rule 501(b) under the Securities Act) of the Buyer. A U.S. Person
                means
                any one of the following: (1) any natural person resident in the
                United
                States of America; (2) any partnership or corporation organized or
                incorporated under the laws of the United States of America; (3)
                any
                estate of which any executor or administrator is a U.S. person; (4)
                any
                trust of which any trustee is a U.S. person; (5) any agency or branch
                of a
                foreign entity located in the United States of America; (6) any
                non−discretionary account or similar account (other than an estate or
                trust) held by a dealer or other fiduciary for the benefit or account
                of a
                U.S. person; (7) any discretionary account or similar account (other
                than
                an estate or trust) held by a dealer or other fiduciary organized,
                incorporated or (if an individual) resident in the United States
                of
                America; and (8) any partnership or corporation if: (a) organized
                or
                incorporated under the laws of any foreign jurisdiction; and (b)
                formed by
                a U.S. person principally for the purpose of investing in securities
                not
                registered under the Securities Act, unless it is organized or
                incorporated, and owned, by accredited investors (as defined in Rule
                501(a) under the Securities Act) who are not natural persons, estates
                or
                trusts.

            


    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              At
                the time of the origination of contact concerning this Agreement
                and the
                date of the execution and delivery of this Agreement, the Seller
                was
                outside of the United States.

            


    

     

    
      	 	
              (c)

            	
              The
                Seller will not, during the period commencing on the date of issuance
                of
                the Acquisition Shares and ending on the first anniversary of such
                date,
                or such shorter period as may be permitted by Regulation S or other
                applicable securities law (the “Restricted
                Period”),
                offer, sell, pledge or otherwise transfer the Acquisition Shares
                in the
                United States, or to a U.S. Person for the account or for the benefit
                of a
                U.S. Person, or otherwise in a manner that is not in compliance with
                Regulation S. At no time shall a Shareholder offer or sell the Acquisition
                Shares unless they are registered under the Securities Act or are
                exempt
                from the registration requirements of the Securities Act and any
                applicable state or foreign securities laws or regulations.
                

            


    

     

    
      	 	
              (d)

            	
              The
                Seller will offer, sell, pledge or otherwise transfer the Acquisition
                Shares only pursuant to registration under the Securities Act or
                an
                available exemption therein and, in accordance with all applicable
                state
                and foreign securities laws. 

            


    

     

    
      	 	
              (e)

            	
              The
                Seller has not in the United States, engaged in, and will not directly
                or
                indirectly engage in, any short selling of or any hedging or similar
                transaction with respect to the Acquisition Shares, including without
                limitation, any put, call or other option transaction, option writing
                or
                equity swap.

            


    

     

    
      	 	
              (f)

            	
              Neither
                the Seller nor or any Person acting on its behalf has engaged, nor
                will
                engage, in any directed selling efforts to a U.S. Person with respect
                to
                the Acquisition Shares and the Seller and any person acting on its
                behalf
                have complied and will comply with the “offering restrictions”
                requirements of Regulation S under the Securities
                Act.

            


    

     

    
      	 	
              (g)

            	
              The
                transactions contemplated by this Agreement have not been prearranged
                with
                a buyer located in the United States or with a U.S. Person, and are
                not
                part of a plan or scheme to evade the registration requirements of
                the
                Securities Act.

            


    

     

    
      	 	
              (h)

            	
              Neither
                the Seller nor any Person acting on its behalf has undertaken or
                carried
                out any activity for the purpose of, or that could reasonably be
                expected
                to have the effect of, conditioning the market in the United States,
                its
                territories or possessions, for any of the Acquisition Shares. Each
                of the
                Shareholder agrees not to cause any advertisement of the Acquisition
                Shares to be published in any newspaper or periodical or posted in
                any
                public place and not to issue any circular relating to the Acquisition
                Shares, except such advertisements that include the statements required
                by
                Regulation S under the Securities Act, and only offshore and not
                in the
                U.S. or its territories, and only in compliance with any local applicable
                securities laws.

            


    

     

    
      	
              2.35

            	
              Certain
                Payments.
                Neither the Seller nor any Person acting for or on behalf of the
                Company
                or its Subsidiaries or the Seller has, at any time, directly or
                indirectly, with respect to the Business of the Company or its
                Subsidiaries, (a)
                used the funds of the Seller, the Company or its Subsidiaries to
                make any
                unlawful gift or payment to any Governmental Authority, governmental
                official or employee; or (b)
                made any payment or given any thing of value to any other Person
                for the
                purpose of obtaining business or favorable treatment in securing
                business.

            


    

     

    
      	
              2.36

            	
              Brokers. 
                The Company, its Subsidiaries and the Seller have not agreed or become
                obligated to pay, or has taken any action that might result in any
                Person
                claiming to be entitled to receive, any brokerage commission, finder’s fee
                or similar commission or fee in connection with any of the
                Transactions.

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
              2.37

            	
              Full
                Disclosure. None
                of the Transactional Agreements contains or will contain any untrue
                statement of fact in all material respects relating to the Seller,
                the
                Company or its Subsidiaries, or the Business of the Company or its
                Subsidiaries; and none of the Transactional Agreements omits or will
                omit
                to state any material fact necessary to make any of the representations,
                warranties or other statements or information contained therein not
                misleading. All of the information set forth in the Disclosure Schedule,
                and all other information regarding the Company or its Subsidiaries
                and
                their business, condition, assets, liabilities, operations, financial
                performance, net income and prospects that has been furnished to
                the Buyer
                or any of the Buyer’s Representatives by or on behalf of either Seller or
                by any Representative of either Seller, is accurate and complete
                in all
                respects.

            


    

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES
      OF THE BUYER

     

     

    The
      Buyer
      represents and warrants, to and for the benefit of the Seller, as
      follows:

     

    
      	
              3.1

            	
              Authority;
                Binding Nature of Agreements.
                The Buyer has the absolute and unrestricted right, power and authority
                to
                enter into and perform its obligations under this Agreement, and
                the
                execution and delivery of this Agreement by the Buyer have been duly
                authorized by all necessary action on the part of the Buyer and its
                board
                of directors. The Buyer has the absolute and unrestricted right,
                power and
                authority to enter into and perform its obligations under this Agreement
                and the other Transactional Agreements, all of which have been duly
                authorized by all necessary action on the part of the Buyer and its
                board
                of directors and/or stockholders. This Agreement constitutes the
                legal,
                valid and binding obligation of the Buyer, enforceable against it
                in
                accordance with its terms. Upon the execution and delivery of this
                Agreement and the other Transactional Agreements will constitute
                the
                legal, valid and binding obligations of the Buyer, enforceable against
                the
                Buyer in accordance with their
                terms.

            


    

     

    
      	
              3.2

            	
              Brokers.
                The Buyer has not become obligated to pay, and has not taken any
                action
                that might result in any Person claiming to be entitled to receive,
                any
                brokerage commission, finder’s fee or similar commission or fee in
                connection with any of the Transactions.


            


    

     

    ARTICLE
      IV

     

    DISPUTE
      RESOLUTION

     

    
      	
              4.1

            	
              Friendly
                Negotiations. The
                parties will attempt in the first instance to resolve all disputes
                arising
                out of or relating to this Agreement (“Disputes”)
                through friendly consultations. 

            


    

     

    
      	
              4.2

            	
              Commencement
                of Arbitration. If
                no mutually acceptable settlement of the dispute is made within the
                sixty
                (60) days from the commencement of the settlement negotiation or
                if any
                Party refuses to engage in any settlement negotiation, any Party
                may
                submit the dispute for arbitration. 

            


    

     

    
      	
              4.3

            	
              Arbitration.
                If
                a Dispute is not resolved by consultations within sixty (60) days
                after
                one Party has served written notice on the other Party for the
                commencement of such consultations, then such dispute will be finally
                settled and determined by arbitration in Hong Kong under the Arbitration
                Rules of the United Nations Commission on International Trade Law
                by
                arbitrators appointed in accordance with such rules. The arbitration
                and
                appointing authority will be the Hong Kong International Arbitration
                Centre (“HKIAC”).
                The arbitration will be conducted by a panel of three arbitrators,
                one
                chosen by Buyer, one chosen by Seller acting together, and the third
                by
                agreement of the Parties; failing agreement within 30 days of commencement
                of the arbitration proceeding, the HKIAC will appoint the third
                arbitrator. The proceedings will be confidential and conducted in
                English.
                The arbitral tribunal will have the authority to grant any equitable
                and
                legal remedies that would be available in any judicial proceeding
                instituted to resolve a disputed matter, and its award will be final
                and
                binding on the parties. The arbitral tribunal will determine how
                the
                parties will bear the costs of the arbitration. Notwithstanding the
                foregoing, each party will have the right at any time to immediately
                seek
                injunctive relief, an award of specific performance or any other
                equitable
                relief against the other party in any court or other tribunal of
                competent
                jurisdiction. During the pendency of any arbitration or other proceeding
                relating to a Dispute between the parties, the parties will continue
                to
                exercise their remaining respective rights and fulfill their remaining
                respective obligations under this Agreement, except with regard to
                the
                matters under dispute.

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    ARTICLE
      V

     

    MISCELLANEOUS
      PROVISIONS

     

    
      	
              5.1

            	
              Further
                Assurances. Each
                Party will execute and/or cause to be delivered to each other Party
                such
                instruments and other documents, and will take such other actions,
                as such
                other Party may reasonably request (prior to, at or after the Closing)
                for
                the purpose of carrying out or evidencing any of the
                Transactions.

            


    

     

    
      	
              5.2

            	
              Survival.
                The
                representations, warranties, covenants and agreements made herein
                shall
                survive any investigation made by Buyer and the closing of the
                Transactions. All statements as to factual matters contained in any
                certificate or other instrument delivered by or on behalf of the
                Seller
                pursuant hereto in connection with the Transactions shall be deemed
                to be
                representations and warranties by the Seller solely as of the date
                of such
                certificate or instrument.

            


    

     

    
      	
              5.3

            	
              Fees
                and Expenses.
                 Each
                Party will bear its own fees and expenses incurred in connection
                with the
                negotiation, execution and performance of its obligations under the
                Transactional Agreements.

            


    

     

    
      	
              5.4

            	
              Notices. 
                Any notice or other communication required or permitted to be delivered
                to
                any Party will be in writing and will be deemed properly delivered,
                given
                and received upon dispatch by hand, registered mail, courier or express
                delivery service with receipt confirmed by signature of the addressee,
                to
                the address set forth beneath the name of such Party below (or to
                such
                other address as such Party may specify in a written notice given
                to the
                other Parties):

            


    

     

    
      	 	
              If
                to Seller:

            	
              Daykeen
                Group Limited

              Address:
                19th
                Floor,
                Beverly House, Nos. 93-107, Lockhart Road, Wanchai, Hong Kong

              Contact
                Person: Wei Wang 

            
	 	
              If
                to the Buyer:

            	
              China
                Longyi Group International holdings Limited

              Address:
                8/F East Area, Century Golden Resources Business Center, 69 Banjing
                Road,
                Haidian District

              Beijing,
                China, 100089

              Contact
                Person: Jie Chen

            


    

     

    
      	
              5.5

            	
              Time
                of The Essence. Time
                is of the essence of this
                Agreement.

            


    

     

    
      	
              5.6

            	
              Headings
                and Usage.
                The underlined headings contained in this Agreement are for convenience
                of
                reference only, will not be deemed to be a part of this Agreement
                and will
                not be referred to in connection with the construction or interpretation
                of this Agreement. For purposes of this Agreement: (a)
                the words “include” and “including” will be taken to include the words,
                “without limitation;” (b)
                a
                Person will be deemed to have “knowledge” of a particular fact or other
                matter if any Representative of such Person has knowledge of such
                fact or
                other matter; and (c)
                whenever the context requires, the singular number will include the
                plural, and vice versa; and each of the masculine, feminine and neuter
                genders will refer to the others.

            


    

     

    
      	
              5.7

            	
              Counterparts.
                This Agreement may be executed in several counterparts, each of which
                will
                constitute an original and all of which, when taken together, will
                constitute one agreement.

            


    

     

    
      	
              5.8

            	
              Governing
                Law.
                This Agreement, including all matters of construction, validity and
                performance, will in all respects be governed by, and construed in
                accordance with, the laws of Hong Kong (without giving effect to
                principles relating to conflict of laws). This Agreement is written
                in
                English and the English language will govern this
                Agreement.

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    
      	
              5.9

            	
              Successors
                and Assigns; Parties in Interest. Except
                as otherwise expressly provided herein, the provisions hereof shall
                inure
                to the benefit of, and be binding upon, the successors, assigns,
                heirs,
                executors and administrators of the parties hereto and shall inure
                to the
                benefit of and be enforceable by each Person who shall be a holder
                of the
                Shares from time to time. 

            


    

     

    
      	
              5.10

            	
              Assignment.
                Neither Party may assign any of its rights or delegate any of their
                obligations under this Agreement without the other Party’s prior written
                consent.

            


    

     

    
      	
              5.11

            	
              Amendments. 
                This Agreement may not be amended, modified, altered or supplemented
                other
                than by means of a written instrument duly executed and delivered
                on
                behalf of all Parties.

            


    

     

    
      	
              5.12

            	
              Severability.
                 
                In
                case any provision of the Agreement shall be invalid, illegal or
                unenforceable, the validity, legality and enforceability of the remaining
                provisions shall not in any way be affected or impaired
                thereby.

            


    

     

    
      	
              5.13

            	
              Entire
                Agreement. 
                The Transactional Agreements set forth the entire understanding of
                the
                parties relating to the subject matter thereof and supersede all
                prior
                agreements and understandings among or between any of the parties
                relating
                to the subject matter thereof.

            


    

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    In
      Witness Whereof,
      the
      Parties have caused this Share Purchase Agreement to be executed and delivered
      as of the date first set forth above.

     

    
      	
              “SELLER”

               

              Daykeen
                Group Limited

               

              By: 
                /s/
                Wei Wang

              
                

              

              Name:
                Wei Wang 

              Title:
                Chairman 

            	 	
              “BUYER”

               

              China
                Longyi Group International holdings Limited

               

              By: 
                /s/
                Jie Chen

              
                

              

              Name:
                Jie Chen 

              Title:
                Chief Executive Officer 

            


    

     

    
      
        	
                Exhibit
                  A

              	
                Certain
                  Definitions

              
	 	 
	
                Schedule
                  I

              	
                Form
                  of Payment Instructions

              
	 	 
	
                Schedule
                  II

              	
                Form
                  of Receipt

              
	 	 
	
                Schedule
                  III

              	
                Form
                  of Instrument of Transfer and Sold and Bought Notes

              
	 	 
	
                Schedule
                  IV

              	
                Disclosure
                  Letter

              


      

    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    CERTAIN
      DEFINITIONS

     

    For
      purposes of the Agreement (including this Exhibit A):

     

    Agreement.“Agreement”
means
      the Stock Purchase Agreement to which this Exhibit
      A is
      attached (including the Disclosure Schedule), as it may be amended from time
      to
      time.

     

    “Adverse
      Change”
      means,
      with respect to the Company, that:

     

    (a) there
      has
      not been any adverse change in, and no event has occurred that might have an
      adverse effect on, the business, condition, assets, liabilities, operations,
      financial performance, net income or prospects of the Company; 

     

    (b) there
      has
      not been any loss, damage or destruction to, or any interruption in the use
      of,
      any of the assets of the Company (whether or not covered by
      insurance);

     

    (c) the
      Company has not (i) declared, accrued, set aside or paid any dividend or made
      any other distribution in respect of any shares of capital stock or other
      securities, or (ii) repurchased, redeemed or otherwise reacquired any shares
      of
      capital stock or other securities;

     

    (d) the
      Company has not purchased or otherwise acquired any asset from any other Person,
      except for supplies acquired by the Company in the ordinary course of business;
      

     

    (e) the
      Company has not leased or licensed any asset from any other Person;

     

    (f) the
      Company has not made any capital expenditure; 

     

    (g) the
      Company has not sold or otherwise transferred, or leased or licensed, any asset
      to any other Person; 

     

    (h) the
      Company has not written off as uncollectible, or established any extraordinary
      reserve with respect to, any account receivable or other
      indebtedness;

     

    (i) the
      Company has not made any loan or advance to any other Person;

     

    (j) the
      Company has not (i) established or adopted any Employee Benefit Plan, or (ii)
      paid any bonus or made any profit sharing or similar payment to, or increased
      the amount of the wages, salary, commissions, fees, fringe benefits or other
      compensation or remuneration payable to, any of its directors, officers,
      employees or independent contractors;

     

    (k) no
      Contract by which the Company or any of the assets owned or used by the Company
      is or was bound, or under which the Company has or had any rights or interest,
      has been amended or terminated;

     

    (l) the
      Company has not incurred, assumed or otherwise knowingly become subject to
      any
      Liability, other than accounts payable (of the type required to be reflected
      as
      current liabilities in the “liabilities” column of a balance sheet prepared in
      accordance with applicable GAAP) incurred by the Company in bona fide
      transactions entered into in the ordinary course of business; 

     

    (m) the
      Company has not discharged any Encumbrance or discharged or paid any
      indebtedness or other Liability, except for accounts payable that (i) are
      reflected as current liabilities in the “liabilities” column of the Unaudited
      Interim Balance Sheet or have been incurred by the Company since Financial
      Statement Date, in bona fide transactions entered into in the ordinary course
      of
      business, and (ii) have been discharged or paid in the ordinary course of
      business;

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    (n) the
      Company has not forgiven any debt or otherwise released or waived any right
      or
      claim;

     

    (o) the
      Company has not changed any of its methods of accounting or accounting practices
      in any respect;

     

    (p) the
      Company has not entered into any transaction or taken any other action outside
      the ordinary course of business; and

     

    (q) the
      Company has not agreed, committed or offered (in writing or otherwise) to take
      any of the actions referred to in clauses “(c)” through “(p)”
above.

     

    “Adverse
      Effect” means:

     

    (i) to
      contravene, conflict with or result in a violation of any Legal Requirement
      or
      any Order to which any of the Stockholders or the Company, or any of the assets
      of the Company, is subject;

     

    (ii) to
      cause
      any of the Shares to be reassessed or revalued by any taxing authority or other
      Governmental Body;

     

    (iii) to
      contravene, conflict with or result in a violation of any of the terms or
      requirements of any Governmental Authorization that is to be included in the
      Shares or is held by the Company or any employee of the Company; 

     

    (iv) to
      contravene, conflict with or result in a violation or breach of, or result
      in a
      default under, any provision of any Contract; 

     

    (v) to
      give
      any Person the right to (i) declare a default or exercise any remedy under
      any
      Contract, (ii) accelerate the maturity or performance of any Contract, or (iii)
      cancel, terminate or modify any Contract; or

     

    (vi) to
      result
      in the imposition or creation of any Encumbrance upon or with respect to any
      of
      the Shares.

     

    “Beijing
      SOD”
      is
      defined in the Recitals.

     

    “Best
      Efforts” means
      the
      efforts that a prudent Person desiring to achieve a particular result would
      use
      in order to ensure that such result is achieved as expeditiously as
      possible.

     

    “Business”
      means
      the business of the
      Company and its Subsidiaries as
      carried out at the date of this Agreement.

     

    “Buyer”
      is
      defined in the Recitals.

     

    “Chongqing
      SOD”
      is
      defined in the Recitals.

     

    “Closing”
      is
      defined in Section
      1.3.

     

    “Closing
      Date”
means
      the time and date as of which the Closing actually takes place. 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    “Consent”
      means
      any approval, consent, ratification, permission, waiver or authorization
      (including any Governmental Authorization). 

     

    “Company”
      is
      defined in the Recitals.

     

    “Company
      Contract” means
      any
      Contract: (a) to which the Company
      or any of its Subsidiaries is
      a
      party; (b) by which the Company
      or any of its Subsidiaries or
      any of
      their assets is or may become bound or under which they have, or may become
      subject to, any obligation; or (c) under which the Company
      or any of its Subsidiaries has
      or
      may acquire any right or interest.

     

    “Contract”
      means
      any
      written, oral, implied or other agreement, contract, understanding, arrangement,
      instrument, note, guaranty, indemnity, representation, warranty, deed,
      assignment, power of attorney, certificate, purchase order, work order,
      insurance policy, benefit plan, commitment, covenant, assurance or undertaking
      of any nature.

     

    “Disclosure
      Schedule” means
      the
      schedule (dated as of the date of the Agreement) delivered to the Buyer on
      behalf of the Seller, a copy of which is attached to the Agreement and
      incorporated in the Agreement by reference.

     

    “Disputes”
      is
      defined in Section
      4.1

     

    “Effective
      Date” is
      the
      date first set forth in the Agreement.

     

     “Employee
      Benefit Plan”
      means
      any plan, scheme, fund or arrangement funded in whole or in part by, and/or
      managed by or on behalf of the Company for the benefit of the employees of
      Company.

     

    “Encumbrance” means
      any
      lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance,
      equity, trust, equitable interest, claim, preference, right of possession,
      lease, tenancy, license, encroachment, covenant, infringement, interference,
      Order, proxy, option, right of first refusal, preemptive right, community
      property interest, legend, defect, impediment, exception, reservation,
      limitation, impairment, imperfection of title, condition or restriction of
      any
      nature (including any restriction on the transfer of any asset, any restriction
      on the receipt of any income derived from any asset, any restriction on the
      use
      of any asset and any restriction on the possession, exercise or transfer of
      any
      other attribute of ownership of any asset).

     

    “Entity”
      means
      any corporation (including any non-profit corporation), general partnership,
      limited partnership, limited liability partnership, joint venture, estate,
      trust, cooperative, foundation, society, political party, union, company
      (including any limited liability company or joint stock company), firm or other
      enterprise, association, organization or entity.

     

    “GAAP”
      means
      generally accepted accounting principles consistently applied during the
      relevant period.

     

    Governmental
      Authorization.“Governmental
      Authorization” means any: (a) permit, license, certificate,
      franchise, concession, approval, consent, ratification, permission, clearance,
      confirmation, endorsement, waiver, certification, designation, rating,
      registration, qualification or authorization issued, granted, given or otherwise
      made available by or under the authority of any Governmental Body or pursuant
      to
      any Legal Requirement; or (b) right under any Contract with any Governmental
      Body. 

     

    Governmental
      Body.“Governmental
      Body” means any: (a) nation, principality, state, commonwealth,
      province, territory, county, municipality, district or other jurisdiction of
      any
      nature; (b) federal, state, local, municipal, foreign or other government;
      (c)
      governmental or quasi-governmental authority of any nature (including any
      governmental division, subdivision, department, agency, bureau, branch, office,
      commission, council, board, instrumentality, officer, official, representative,
      organization, unit, body or Entity and any court or other tribunal); (d)
      multi-national organization or body; or (e) individual, Entity or body
      exercising, or entitled to exercise, any executive, legislative, judicial,
      administrative, regulatory, police, military or taxing authority or power of
      any
      nature. 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    “Financial
      Statement Date”
means
      June 30, 2007.

     

    “Financial
      Statements” is
      defined in Section
      2.9.

     

    “Indemnitees”
      means
      the
      following Persons: (a) the Buyer; (b) the Buyer’s current and future affiliates,
      including [ • ]; (c) the respective Representatives of the Persons referred to
      in clauses “(a)” and “(b)” above; and (d) the respective successors and assigns
      of the Persons referred to in clauses “(a)”, “(b)” and “(c)” above.

     

    “Legal
      Requirement” means
      any
      federal, state, local, municipal, foreign or other law, statute, legislation,
      constitution, principle of common law, resolution, ordinance, code, edict,
      decree, proclamation, treaty, convention, rule, regulation, ruling, directive,
      pronouncement, requirement, specification, determination, decision, opinion
      or
      interpretation issued, enacted, adopted, passed, approved, promulgated, made,
      implemented or otherwise put into effect by or under the authority of any
      Governmental Body.

     

    “Liability”
      means
      any
      debt, obligation, duty or liability of any nature (including any unknown,
      undisclosed, unmatured, unaccrued, unasserted, contingent, indirect,
      conditional, implied, vicarious, derivative, joint, several or secondary
      liability), regardless of whether such debt, obligation, duty or liability
      would
      be required to be disclosed on a balance sheet prepared in accordance with
      generally accepted accounting principles and regardless of whether such debt,
      obligation, duty or liability is immediately due and payable.

     

    “Order”
      means
      any: (a) order, judgment, injunction, edict, decree, ruling, pronouncement,
      determination, decision, opinion, verdict, sentence, subpoena, writ or award
      issued, made, entered, rendered or otherwise put into effect by or under the
      authority of any court, administrative agency or other Governmental Body or
      any
      arbitrator or arbitration panel; or (b) Contract with any Governmental Body
      entered into in connection with any Proceeding. 

     

    “Person”
      means
      any
      individual, Entity or Governmental Body.

     

    “Purchase
      Price”
      is
      defined in Section
      1.2.

     

    “Proceeding”
      means
      any action, suit, litigation, arbitration, proceeding (including any civil,
      criminal, administrative, investigative or appellate proceeding and any informal
      proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination
      or investigation commenced, brought, conducted or heard by or before, or
      otherwise involving, any Governmental Body or any arbitrator or arbitration
      panel.

     

    “Proprietary
      Asset” means
      any
      patent, patent application, trademark (whether registered or unregistered and
      whether or not relating to a published work), trademark application, trade
      name,
      fictitious business name, service mark (whether registered or unregistered),
      service mark application, copyright (whether registered or unregistered),
      copyright application, maskwork, maskwork application, trade secret, know-how,
      customer list, franchise, system, computer software, invention, design,
      blueprint, engineering drawing, proprietary product, technology, proprietary
      right or other intellectual property right or intangible asset. 

     

    “RMB”
      means
      Renminbi, the legal currency of China

     

    “Related
      Party” -
      each of
      the following is a “Related Party”: (a) each individual who is, or who has at
      any time been, an officer of the Company; (b) each member of the family of
      each
      of the individuals referred to in clause “(a)” above; and (c) any Entity (other
      than the Company) in which any one of the individuals referred to in clauses
      “(a)” and “(b)” above holds or held (or in which more than one of such
      individuals collectively hold or held), beneficially or otherwise, a controlling
      interest or a material voting, proprietary or equity interest.

     

    “Representatives”
      means
      officers, directors, employees, agents, attorneys, accountants, advisors and
      representatives.

     

    “Scheduled
      Closing Time”
means
      the time and date as of which the Closing is scheduled to take place pursuant
      to
Section
      1.3. 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Securities
      Act” means
      the
      United States Securities Act of 1933, as amended.

     

    “Shares”
      is
      defined in Section
      1.1.

     

    “Subsidiaries”
      is
      defined in Section
      2.6.

     

    “Tax”
      means
      any tax (including any income tax, franchise tax, capital gains tax, estimated
      tax, gross receipts tax, value-added tax, surtax, excise tax, ad valorem tax,
      transfer tax, stamp tax, sales tax, use tax, property tax, business tax,
      occupation tax, inventory tax, occupancy tax, withholding tax or payroll tax),
      levy, assessment, tariff, impost, imposition, toll, duty (including any customs
      duty), deficiency or fee, and any related charge or amount (including any fine,
      penalty or interest), that is, has been or may in the future be
      (a) imposed, assessed or collected by or under the authority of any
      Governmental Body, or (b) payable pursuant to any tax-sharing agreement or
      similar Contract.

     

    “Tax
      Return”
      means
      any return (including any information return), report, statement, declaration,
      estimate, schedule, notice, notification, form, election, certificate or other
      document or information that is, has been or may in the future be filed with
      or
      submitted to, or required to be filed with or submitted to, any Governmental
      Body in connection with the determination, assessment, collection or payment
      of
      any Tax or in connection with the administration, implementation or enforcement
      of or compliance with any Legal Requirement relating to any Tax.

     

    “Transactional
      Agreements” means:
      (a) this Agreement; and (b) all other agreements necessary to complete the
      transactions contemplated by the Agreement.

     

    “Transactions”
      means
      the
      execution and delivery of the respective Transactional Agreements, and all
      of
      the transactions contemplated by the respective Transactional Agreements.


     

    
      
         

      

      
        5