Exchange Agreement


    Exhibit
      10.01

    
      
 

      
        SHARE
          EXCHANGE AGREEMENT

      

    

    
       

      THIS
        SHARE EXCHANGE AGREEMENT, dated as of the 21st day of December, 2006 (the
        “Agreement”), by and among Digital Learning Management Corporation., a
        Delaware corporation
        (the “Company”); Changchun Yongxin Dirui Medical Co., Ltd, a China corporation
        (“Yongxin”); and all of the shareholders of Yongxin, each of whom has executed a
        counterpart signature page to this Agreement (each, a “Shareholder” and
        collectively, the “Shareholders”). The Company, Yongxin and the Shareholders are
        collectively referred to herein as the “Parties”.

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        the Shareholders own all of the issued and outstanding capital of Yongxin
        (the
“Yongxin Shares”), which in turn wholly owns Jilin
        procinceYongxin Chain Drugstore Ltd,
        a company formed under the laws of the People’s Republic of China (the
“Subsidiary”).

       

      WHEREAS,
        the Company desires to acquire from Shareholders, and Shareholders desire
        to
        sell to the Company, the Yongxin Shares in exchange for the issuance by the
        Company of an aggregate of 51,000,000 shares
        (the “Company Shares”) (post Roll Back) of Company Common Stock to the
        Shareholders and/or their designees on the terms
        and conditions set forth herein (the “Exchange”). 

       

      WHEREAS,
        after giving effect to the Exchange, and the Roll Back (as each is described
        herein), there will be approximately 60,000,001 shares of Company Common
        Stock
        issued and outstanding, 754,000 warrants outstanding and 160,000 options
        outstanding and 75,000,000 shares of Common Stock authorized.

       

      WHEREAS,
        the parties intend, by executing this Agreement, to implement a tax-deferred
        exchange of property governed by Section 351 of the United States Internal
        Revenue Code of 1986, as amended (the “Code”).

       

      NOW,
        THEREFORE, in consideration, of the promises and of the mutual representations,
        warranties and agreements set forth herein, the parties hereto agree as
        follows:

       

      ARTICLE
        I

      THE
        EXCHANGE

       

      1.1 The
        Exchange.
        Subject
        to the terms and conditions of this Agreement, on the Closing Date (as
        hereinafter defined):

       

      (a) the
        Company shall issue and deliver to the Shareholders and/or their designees
        the
        number of authorized but unissued shares of Company Common Stock set forth
        opposite their and/or their designee’s names set forth on Schedule
        1.1(a)
        hereto
        or pursuant to separate instructions to be delivered prior to Closing,
        and

       

      (b) Each
        Yongxin
        Shareholder agrees to con-tribute, trans-fer, assign and convey at Closing
        all
        of their Yongxin
        Shares
        to the Corporation, together with all other rights, claims and in-terests
        he or
        she may have with respect to Yongxin
        or its
        respec-tive assets, and all claims he may have against its of-ficers and
        directors, including, but not limited to, all rights to unpaid dividends
        and all
        claims and causes of action arising from or in connection with the ownership
        of
Yongxin
        Shares
        or its is-suance, ex-clud-ing any right, claim or in-ter-est of same arising
        under this Agreement or in connection with the transac-tion con-templated
        by
        this Agree-ment. Each Yongxin
        Shareholder shall deliver to Yongxin
        all of
        his evidence of ownership represent-ing the Yongxin
        Shares,
        together with legally valid transfer authority therefore, duly executed in
        blank, to be held by Yongxin
        for
        delivery at Closing.

       

      
        
          
          

        

        
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      1.2 Time
        and Place of Closing.
        The
        closing of the transactions contemplated hereby (the “Closing”) shall take place
        upon satisfaction or waiver by the appropriate parties of all conditions
        precedent, at the offices of Legal & Compliance LLC on or before
[_______],
        2007
        (the “Closing Date”) at 3:00 p.m. Pacific Time, or at such place and time as
        mutually agreed upon by the parties hereto.

       

      1.3 Effective
        Time.
        The
        Exchange shall become effective (the “Effective Time”) at such time as all of
        the conditions to set forth in Article VII hereof have been satisfied or
        waived
        by the Parties hereto.

       

      1.4 Tax
        Consequences.
        It is
        intended by the parties hereto that for United States income tax purposes,
        the
        contribution and transfer of the Yongxin Shares by the Shareholders to the
        Company in exchange for Company Shares constitutes a tax-deferred exchange
        within the meaning of Section 351 of the Code.

       

      ARTICLE
        II

      REPRESENTATIONS
        AND WARRANTIES OF THE COMPANY 

       

      The
        Company represents and warrants to Yongxin and the Shareholders each of which
        the Corporation represents to be true and correct on the date hereof and
        (except
        as the Corporation may notify Yongxin in writing prior to the Closing) shall
        be
        deemed made again as of the Closing and represented by the Cor-poration to
        be
        true and correct at the time of the Closing:

       

      2.1 Due
        Organization and Qualification; Due Authorization.

       

      (a) The
        Company is a corporation duly incorporated, validly existing and in good
        standing under the laws of the State of Delaware, with full corporate power
        and
        authority to own, lease and operate its respective business and properties
        and
        to carry on its business in the places and in the manner as presently conducted
        or proposed to be conducted. The Corporation has the full power and authority
        to
        conduct the busi-ness in which it will engage upon completion of the transaction
        contemplated herein. The Company is in good standing as a foreign corporation
        in
        each jurisdiction in which the properties owned, leased or operated, or the
        business conducted, by it requires such qualification except for any such
        failure, which when taken together with all other failures, is not likely
        to
        have a material adverse effect on the business of the Company. Accurate,
        cur-rent and complete copies of the Articles of Incorporation and Bylaws
        of the
        Corporation are attached hereto as Schedule
        2.1(a).

       

      (b) The
        Company does not own, directly or indirectly, any capital stock, equity or
        interest in any corporation, firm, partnership, joint venture or other entity
        except its subsidiaries a list of which are set forth on Schedule
        2.1(b).

       

      
        
          
          

        

        
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      (c) The
        Company has all requisite corporate power and authority to execute and deliver
        this Agreement, and to consummate the transactions contemplated hereby and
        thereby. The Company has taken all corporate action necessary for the execution
        and delivery of this Agreement and the consummation of the transactions
        contemplated hereby, and this Agreement constitutes the valid and binding
        obligation of the Company, enforceable against the Company in accordance
        with
        its terms, except as may be affected by bankruptcy, insolvency, moratoria
        or
        other similar laws affecting the enforcement of creditors’ rights generally and
        subject to the qualification that the availability of equitable remedies
        is
        subject to the discretion of the court before which any proceeding therefore
        may
        be brought, equitable remedies is subject to the discretion of the court
        before
        which any proceeding therefore may be brought.

       

      2.2 No
        Conflicts or Defaults.
        The
        execution and delivery of this Agreement by the Company and the consummation
        of
        the transactions contemplated hereby do not and shall not (a) contravene
        the
        Articles of Incorporation, as amended, or By-laws of the Company or (b) with
        or
        without the giving of notice or the passage of time (i) violate, conflict
        with,
        or result in a breach of, or a default or loss of rights under, any material
        covenant, agreement, mortgage, indenture, lease, instrument, permit or license
        to which the Company is a party or by which the Company is bound, or any
        judgment, order or decree, or any law, rule or regulation to which the Company
        is subject, (ii) result in the creation of, or give any party the right to
        create, any lien, charge, encumbrance or any other right or adverse interest
        (“Liens”) upon any of the assets of the Company, (iii) terminate or give any
        party the right to terminate, amend, abandon or refuse to perform, any material
        agreement, arrangement or commitment to which the Company is a party or by
        which
        the Company’s assets are bound, or (iv) accelerate or modify, or give any party
        the right to accelerate or modify, the time within which, or the terms under
        which, the Company is to perform any duties or obligations or receive any
        rights
        or benefits under any material agreement, arrangement or commitment to which
        it
        is a party.

       

      2.3 Capitalization.
        The
        authorized capital stock of the Company immediately prior to giving effect
        to
        the transactions contemplated hereby consists of 80,000,000 shares of which
        75,000,000 , have been designated as Company Common Stock $.001 par value
        and
        5,000,000  shares
        have been designed as authorized blank check preferred stock. As of the date
        hereof, there are 65,862,072 shares of Company Common Stock issued and
        outstanding. As of the date immediately proceeding the Exchange, and taking
        into
        account the proposed reverse split and anticipated share issuances, there
        will
        be 9,000,001 shares of the Company Common Stock issued and outstanding. All
        of
        the outstanding shares of Company Common Stock are, and the Company Shares
        when
        issued in accordance with the terms hereof, will be, duly authorized, validly
        issued, fully paid and nonassessable, and have not been or, with respect
        to the
        Company Shares will not be issued in violation of any preemptive right of
        stockholders. As of the date hereof, there are 754,000 warrants of which
        704,000
        are exercisable at $0.12 per share and 50,000 are exercisable at $3.00 per
        share
        and 160,000 options of which 110,000 are exercisable at $0.388 per share
        and
        50,000 are exercisable at $1.00 per share, outstanding. There is no outstanding
        voting trust agreement or other contract, agreement, arrangement, call,
        commitment or other right of any character obligating or entitling the Company
        to issue, sell, redeem or repurchase any of its securities, and there is
        no
        outstanding security of any kind convertible into or exchangeable for Company
        Common Stock. The Company has not granted registration rights to any
        person.

       

      
        
          
          

        

        
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      2.4 Financial
        Statements .
        Available for review on the Securities and Exchange Commission, EDGAR system
        are
        the (i) balance sheet of the Company at December 31, 2005, and the related
        statements of operations, stockholders’ equity (deficit) and cash flows for the
        fiscal year then ended, including the notes thereto, as audited by Kabani
&
Company, Inc., independent registered public accounting firm and (ii) unaudited
        balance sheet of the Company at September 30, 2006, and the related
        statements of operations, and cash flows for the nine month period then ended
        (the “Financial Statements”). The Financial Statements, together with the notes
        thereto, have been prepared in accordance with U.S. generally accepted
        accounting principles applied on a basis consistent throughout all periods
        presented. The Financial Statements present fairly the financial position
        of the
        Company as of the dates and for the periods indicated. The books of account
        and
        other financial records of the Company have been maintained in accordance
        with
        good business practices.

      


      2.5 No
        Assets
        or Liabilities.
        Except
        as set forth on the Financial Statements and as incurred in the ordinary
        course
        of business, or for those not incurred in the ordinary course of business
        as set
        forth on Schedule 2.5 hereto, the Company does not have any (a) assets of
        any
        kind or (b) liabilities or obligations, whether secured or unsecured, accrued,
        determined, absolute or contingent, asserted or unasserted or
        otherwise.

       

      2.6 Taxes.
        The
        Company has filed all United States federal, state, county and local returns
        and
        reports which were required to be filed on or prior to the date hereof in
        respect of all income, withholding, franchise, payroll, excise, property,
        sales,
        use, value-added or other taxes or levies, imposts, duties, license and
        registration fees, charges, assessments or withholdings of any nature whatsoever
        (together, “Taxes”), and has paid all Taxes (and any related penalties, fines
        and interest) which have become due pursuant to such returns or reports or
        pursuant to any assessment which has become payable, or, to the extent its
        liability for any Taxes (and any related penalties, fines and interest) has
        not
        been fully discharged, the same have been properly reflected as a liability
        on
        the books and records of the Company and adequate reserves therefore have
        been
        established.

       

      2.7 Indebtedness;
        Contracts; No Defaults.
        Except
        as otherwise disclosed, the Corporation’s periodic reports available on the
        EDGAR filing system contain an accurate, cur-rent and complete list and
        description of each contract and agreement, whether written or oral
        ("Contract"), (other than this Agree-ment) to which the Cor-pora-tion is
        a party
        or by which the Cor-poration or any of its assets are bound. An ac-curate,
        cur-rent and com-plete copy of each Con-tract has been or will be made available
        to Yongxin for inspec-tion and copying. No claim of breach of contract, tort,
        product liability or other claim, con-tingent or otherwise, has been asserted
        or
        threatened against the Cor-pora-tion nor, to the best of the Cor-poration's
        knowledge, is capable of being asserted by any employee, creditor, claimant
        or
        other person against the Corpora-tion. No state of facts exists or has ex-isted,
        nor has any event occurred, which could give rise to the asser-tion of any
        such
        claim by any person.

       

      2.8  Offers.
        There
        are no outstanding offers, bids, proposals or quotations made by the Corporation
        which, if ac-cepted, would create a Contract with the Corporation.

       

      2.9 Real
        Property.
        The
        Company does not own or lease any real property.

       

      
        
          
          

        

        
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      2.10 Compliance
        with Law.
        The
        Company is in compliance with all applicable federal, state, local and foreign
        laws and regulations relating to the protection of the environment and human
        health. There are no claims, notices, actions, suits, hearings, investigations,
        inquiries or proceedings pending or, to the knowledge of the Company, threatened
        against the Company that are based on or related to any environmental matters
        or
        the failure to have any required environmental permits, and there are no
        past or
        present conditions that the Company has reason to believe are likely to give
        rise to any material liability or other obligations of the Company under
        any
        environmental laws. The Cor-pora-tion has not generated any hazardous wastes
        or
        engaged in ac-tivities which are or could be interpreted to be potential
        viola-tions of laws or judi-cial decrees in any manner regulating the generation
        or dis-posal of hazardous waste. There are no on-site or off-site loca-tions
        where the Corporation has stored, disposed or arranged for the disposal of
        chemicals, pol-lutants, con-taminants, wastes, toxic substances, petroleum
        or
        petroleum products; there are no under-ground storage tanks lo-cated on property
        owned or leased by the Corporation, and no polychlorinated biphenyls are
        used or
        stored at any property owned or leased by the Corporation.

       

      2.11 Permits
        and Licenses.
        The
        Company has all certificates of occupancy, rights, permits, certificates,
        licenses, franchises, approvals and other authorizations as are reasonably
        necessary to conduct its respective business and to own, lease, use, operate
        and
        occupy its assets, at the places and in the manner now conducted and operated,
        except those the absence of which would not materially adversely affect its
        respective business.

       

      2.12 Litigation.
        There
        is no claim, dispute, action, suit, proceeding or investigation pending or,
        to
        the knowledge of the Company, threatened, against or affecting the business
        of
        the Company, or challenging the validity or propriety of the transactions
        contemplated by this Agreement, at law or in equity or admiralty or before
        any
        federal, state, local, foreign or other governmental authority, board, agency,
        commission or instrumentality, nor to the knowledge of the Company, has any
        such
        claim, dispute, action, suit, proceeding or investigation been pending or
        threatened, during the twelve month period preceding the date hereof. Except
        as
        disclosed on Schedule 2.12 hereto, there is no outstanding judgment, order,
        writ, ruling, injunction, stipulation or decree of any court, arbitrator
        or
        federal, state, local, foreign or other governmental authority, board, agency,
        commission or instrumentality, against or materially affecting the business
        of
        the Company except as set out in schedule IV. The Company has not received
        any
        written or verbal inquiry from any federal, state, local, foreign or other
        governmental authority, board, agency, commission or instrumentality concerning
        the possible violation of any law, rule or regulation or any matter disclosed
        in
        respect of its business.

       

      2.13 Insurance.
        The
        Company does not currently maintain any form of insurance.

       

      2.14 Patents;
        Trademarks and Intellectual Property Rights.
        The
        Company does not own or possesses any patents, trademarks, service marks,
        trade
        names, copyrights, trade secrets, licenses, information, Internet web site(s)
        or
        proprietary rights of any nature.

       

      2.15 Securities
        Law Compliance.
        The
        Company has complied with all of the applicable requirements of the Securities
        Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of
        1933, as amended (the “Securities Act”), and has complied with all applicable
        blue sky laws.

       

      
        
          
          

        

        
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      2.16  Officers,
        Directors, Agents, etc.
        Umesh I
        Patel, Gregory Frazer, Khalid Sheikh, Al Jinnah, Craig Nagasugi and Gerald
        Newman are the sole officers and directors of the Corporation. Umesh Patel
        and
        Craig Nagasugi have employment agreements.

       

      2.17  Labor
        Matters.
        The
        Corporation is not a party to: (i) any profit sharing, pension, retirement,
        deferred compensation, bonus, stock option, stock purchase, retainer,
        consulting, health, welfare or incentive plan or agree-ment or other employee
        benefit plan, whether legally binding or not; or (ii) any plan providing
        for
        "fringe benefits" to its employees, including, but not limited to, vacation,
        disability, sick leave, medical, hospitalization and life insurance and other
        insurance plans, or related benefits; or (iii) any employ-ment agreements
        other
        than those particular employment agreements with Umesh Patel and Craig Nagasugi.
        No person or party (i-ncluding, but not limited to, governmental agencies
        of any
        kind) has any claim or basis for any action or proceeding against the
        Corporation aris-ing out of any statute, ordinance or regulation relating
        to
        dis-crimination in employment or to employ-ment prac-tices or occupa-tional
        safety and health standards.

       

      2.18  Books
        and Records.
        The
        Corporation's books and records are and have been properly prepared and
        maintained in form and substance adequate for preparing audited financial
        statements in accordance with generally accepted accounting prin-ciples,
        and
        fairly and accurately reflect all of the Corporation's assets, obligations
        and
        accruals, and all transactions (normally reflected in books and records in
        accordance with generally ac-cepted ac-counting principles) to which the
        Corporation is or was a party or by which the Corporation or any of its assets
        are or were affected.

       

      2.19  Consents.
        The
        execution, delivery and performance by the Corporation of this Agreement
        and the
        consummation by the Corporation of the transactions contemplated hereby do
        not
        require any consent that has not been received prior to the date
        hereof.

       

      2.20  Improper
        Payments.
        Neither
        the Corporation, nor any of its current or former shareholders, directors,
        of-ficers or employees or agents, nor any person acting on behalf of the
        Corporation, has, directly or indirectly, made any bribe, kickback or other
        payment of a similar or comparable nature, whether law-ful or not, to any
        person, public or private, regard-less of form, whether in money, property
        or
        services, to obtain favorable treatment for business secured or special
        concessions already obtained. No funds or assets of the Corporation were
        donated, lent or made available directly or indirectly for the benefit of,
        or
        for the purpose of supporting or opposing, any government or subdivision
        thereof, political party, candidate or committee, either domestic or foreign.
        The Corporation has not maintained and does not maintain a bank account,
        or any
        other account of any kind, whether domestic or foreign, which account was
        not or
        is not reflected in the Corporation's books and records, or which ac-count
        was
        not listed, titled or identified in the name of the Corpora-tion.

       

      2.21  Full
        Disclosure.
        All the
        representations and warran-ties made by the Corporation herein or in any
        Schedule, and all of the statements, documents or other information pertaining
        to the transaction contemplated herein made or given by the Corpora-tion,
        its
        agents or representatives, are complete and accurate, and do not omit any
        information required to make the statements and information provided, in
        light
        of the transaction con-templated herein, non-misleading, accurate and
        meaningful.

       

      
        
          
          

        

        
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      ARTICLE
        III

      REPRESENTATIONS
        AND WARRANTIES OF YONGXIN

       

      Yongxin
        and the Shareholders severally represent and warrant to the Company each
        of
        which Yongxin and the Shareholders represents to be true and correct on the
        date
        hereof and (except as Yongxin and the Shareholders may notify the Corporation
        in
        writing prior to the Closing) shall be deemed made again as of the Closing
        and
        represented by Yongxin and the Shareholders to be true and correct at the
        time
        of the Closing:

       

      3.1 Due
        Organization and Qualification; Subsidiaries, Due Authorization.

       

      (a) Yongxin
        is a corporation duly incorporated, validly existing and in good standing
        under
        the laws of the China, with full corporate power and authority to own, lease
        and
        operate its business and properties and to carry on its business in the places
        and in the manner as presently conducted or proposed to be conducted. Yongxin
        is
        in good standing as a foreign corporation in each jurisdiction in which the
        properties owned, leased or operated, or the business conducted, by it requires
        such qualification except for any such failure, which when taken together
        with
        all other failures, is not likely to have a material adverse effect on the
        business of Yongxin. Yongxin has the full power and authority to conduct
        the
        busi-ness in which it will engage upon completion of the transaction
        contemplated herein.

       

      (b) Yongxin
        does not own, directly or indirectly, any capital stock, equity or interest
        in
        any corporation, firm, partnership, joint venture or other entity, other
        than
        the Subsidiary. The Subsidiary is wholly owned by Yongxin , free and clear
        of
        all liens. There is no contract, agreement, arrangement, option, warrant,
        call,
        commitment or other right of any character obligating or entitling Yongxin
        to
        issue, sell, redeem or repurchase any of its securities, and there is no
        outstanding security of any kind convertible into or exchangeable for securities
        of Yongxin or the Subsidiary.

       

      (c) Yongxin
        has all requisite power and authority to execute and deliver this Agreement,
        and
        to consummate the transactions contemplated hereby and thereby. Yongxin has
        taken all corporate action necessary for the execution and delivery of this
        Agreement and the consummation of the transactions contemplated hereby, and
        this
        Agreement constitutes the valid and binding obligation of Yongxin, enforceable
        against Yongxin in accordance with its terms, except as may be affected by
        bankruptcy, insolvency, moratoria or other similar laws affecting the
        enforcement of creditors’ rights generally and subject to the qualification that
        the availability of equitable remedies is subject to the discretion of the
        court
        before which any proceeding therefore may be brought.

       

      3.2 No
        Conflicts or Defaults.
        The
        execution and delivery of this Agreement by Yongxin and the consummation
        of the
        transactions contemplated hereby do not and shall not (a) contravene the
        governing documents of Yongxin or any of the Subsidiaries, or (b) with or
        without the giving of notice or the passage of time, (i) violate, conflict
        with,
        or result in a breach of, or a default or loss of rights under, any material
        covenant, agreement, mortgage, indenture, lease, instrument, permit or license
        to which Yongxin or any of the Subsidiaries is a party or by which Yongxin
        or
        any of the Subsidiaries or any of their respective assets are bound, or any
        judgment, order or decree, or any law, rule or regulation to which their
        assets
        are subject, (ii) result in the creation of, or give any party the right
        to
        create, any lien upon any of the assets of Yongxin or any of the Subsidiaries,
        (iii) terminate or give any parry the right to terminate, amend, abandon
        or
        refuse to perform any material agreement, arrangement or commitment to which
        Yongxin is a party or by which Yongxin or any of its assets are bound, or
        (iv)
        accelerate or modify, or give any party the right to accelerate or modify,
        the
        time within which, or the terms under which Yongxin is to perform any duties
        or
        obligations or receive any rights or benefits under any material agreement,
        arrangement or commitment to which it is a party.

       

      
        
          
          

        

        
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      3.3 Capitalization.
        The
        authorized capital stock of Yongxin immediately prior to giving effect to
        the
        transactions contemplated hereby consists of $1,827,805 registered capital.
        Except as set forth herein, all of the registered capital of Yongxin is duly
        authorized, validly issued, fully paid and nonassessable, and have not been
        or,
        with respect to Yongxin Shares, will not be transferred in violation of any
        rights of third parties. The Yongxin Shares are not subject to any preemptive
        or
        subscription right, any voting trust agreement or other contract, agreement,
        arrangement, option, warrant, call, commitment or other right of any character
        obligating or entitling Yongxin to issue, sell, redeem or repurchase any
        of its
        securities, and there is no outstanding security of any kind convertible
        into or
        exchangeable for common shares. All of the Yongxin Shares are owned of record
        and beneficially by the Shareholders free and clear of any liens, claims,
        encumbrances, or restrictions of any kind.

       

      3.4 Taxes.
        Yongxin
        has filed all returns and reports which were required to be filed on or prior
        to
        the date hereof, and has paid all Taxes (and any related penalties, fines
        and
        interest) which have become due pursuant to such returns or reports or pursuant
        to any assessment which has become payable, or, to the extent its liability
        for
        any Taxes (and any related penalties, fines and interest) has not been fully
        discharged, the same have been properly reflected as a liability on the books
        and records of Yongxin and adequate reserves therefore have been established.
        All such returns and reports filed on or prior to the date hereof have been
        properly prepared and are true, correct (and to the extent such returns reflect
        judgments made by Yongxin such judgments were reasonable under the
        circumstances) and complete in all material respects. Except as indicated
        in 3.4
        of the Disclosure Schedule, no extension for the filing of any such return
        or
        report is currently in effect. Except as indicated in Item 3.4 of the Disclosure
        Schedule, no tax return or tax return liability of Yongxin has been audited
        or,
        presently under audit. All taxes and any penalties, fines and interest which
        have been asserted to be payable as a result of any audits have been paid.
        Except as indicated in Item 3.4 of the Disclosure Schedule, Yongxin has not
        given or been requested to give waivers of any statute of limitations relating
        to the payment of any Taxes (or any related penalties, fines and interest).
        There are no claims pending for past due Taxes. Except as indicated in Item
        3.4
        of the Disclosure Statement, all payments for withholding taxes, unemployment
        insurance and other amounts required to be paid for periods prior to the
        date
        hereof to any governmental authority in respect of employment obligations
        of
        Yongxin have been paid or shall be paid prior to the Closing and have been
        duly
        provided for on the books and records of Yongxin and in the Yongxin Financial
        Statements.

       

      3.5 Financial
        Statements.
        Item
        3.5 of the Disclosure Schedule to this Agreement, includes copies the (i)
        balance sheet of the Company at December 31, 2005, and the related statements
        of
        operations, stockholders’ equity (deficit) and cash flows for the fiscal year
        then ended, including the notes thereto, as audited by Kabani & Company,
        independent registered public accounting firm and (ii) unaudited balance
        sheet
        of the Company at September 30, 2006, and the related statements of operations,
        and cash flows for the nine month period then ended (the “Financial
        Statements”). The Financial Statements, together with the notes thereto, have
        been prepared in accordance with U.S. generally accepted accounting principles
        applied on a basis consistent throughout all periods presented. The Financial
        Statements present fairly the financial position of the Company as of the
        dates
        and for the periods indicated. The books of account and other financial records
        of the Company have been maintained in accordance with good business
        practices.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
 

      3.6 Conduct
        Since Date of Balance Sheet.
        Except
        as otherwise set forth herein), none of the following has occurred since
        the
        date of the Balance Sheet:

      


      (a) Any
        material adverse change in the financial con-dition, obligations,
        capitalization, business, prospects or operations of Yongxin, nor are there
        any
        circumstances known to Yongxin which might result in such a material adverse
        change or such an effect;

      


      (b) Any
        increase of indebtedness of Yongxin other than in the ordinary course of
        business;

      


      (c) Any
        settlement or other resolution of any dispute or proceeding other than in
        the
        ordinary course of business;

      


      (d) Any
        cancellation by Yongxin, without pay-ment in full, of any obligation to Yongxin
        of any shareholder, director, officer or employee of Yongxin (or any member
        of
        their respective families), or any entity in which any shareholder, director
        or
        officer of Yongxin (or any member of their respective families) has any direct
        or indirect interests;

      


      (e) Any
        obligation incurred by Yongxin other than in the ordinary course of
        business;

      


      (f) Any
        payment, discharge or satisfaction of any obligation or judgment, other than
        in
        the ordinary course of busi-ness; or

      


      (i) Any
        agreement obligating Yongxin to do or take any of the actions referred to
        in
        this Section 3.5 outside the ordinary course of business.

      


       

      3.7 Compliance
        with Law.
        Yongxin
        and the Subsidiary are conducting their respective businesses in material
        compliance with all applicable law, ordinance, rule, regulation, court or
        administrative order, decree or process, or any requirement of insurance
        carriers material to its business. Neither Yongxin nor the Subsidiary has
        received any notice of violation or claimed violation of any such law,
        ordinance, rule, regulation, order, decree, process or requirement. Yongxin
        has
        not generated any hazardous wastes or engaged in activities which are or
        could
        be interpreted to be potential violations of laws or judicial decrees in
        any
        manner regulating the generation or dis-posal of hazardous waste. There are
        no
        on-site or off-site loca-tions where Yongxin has stored, dis-posed or arranged
        for the disposal of chemicals, pol-lutants, contaminants, wastes, toxic
        substances, petroleum or petroleum products; there are no under-ground storage
        tanks lo-cated on property owned or leased by Yongxin.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      3.8 Litigation.

       

      (a) There
        is
        no claim, dispute, action, suit, proceeding or investigation pending or
        threatened, against or affecting Yongxin or any of the Subsidiary or challenging
        the validity or propriety of the transactions contemplated by this Agreement,
        at
        law or in equity or admiralty or before any federal, state, local, foreign
        or
        other governmental authority, board, agency, commission or instrumentality,
        has
        any such claim, dispute, action, suit, proceeding or investigation been pending
        or threatened, during the 12-month period preceding the date
        hereof;

       

      (b) there
        is
        no outstanding judgment, order, writ, ruling, injunction, stipulation or
        decree
        of any court, arbitrator or federal, state, local, foreign or other governmental
        authority, board, agency, commission or instrumentality, against or materially
        affecting Yongxin or any of the Subsidiaries; and 

       

      (c) neither
        Yongxin nor the Subsidiary has received any written or verbal inquiry from
        any
        federal, state, local, foreign or other governmental authority, board, agency,
        commission or instrumentality concerning the possible violation of any law,
        rule
        or regulation or any matter disclosed in respect of its business.

       

      3.9  Consents.
        The
        execution, delivery and performance by Yongxin of this Agreement and the
        consummation by Yongxin of the transac-tions contemplated hereby do not require
        any consent that has not been received prior to the date hereof.

       

      3.10  Contracts.
        An
        ac-curate, current and complete copy of each material Contract has been
        furnished to the Cor-poration. Scott Crane and Robert Siegel shall take all
        action necessary to cause that certain line of credit agreement with Regions
        Bank (now known as Union Planter’s Bank) to be paid off and closed prior to the
        Closing hereof. As an additional alternative Scott Crane and Robert Siegel
        shall
        take the necessary action to transfer such line of credit into their personal
        names, or another entity name, and shall cause Regions Bank (now known as
        Union
        Planter’s Bank) to issue and release of liability to Yongxin prior to
        Closing.

       

      3.11  Offers.
        There
        are no outstanding offers, bids, proposals or quotations made by Yongxin
        which,
        if accepted, would create a Contract with Yongxin.

       

      3.12  Officers,
        Directors, Agents, etc.
        Yongxin
        Liu, Yongkui Liu, Fan Wenbo and Yongmei Wang are the sole officers and directors
        of Yongxin.

       

      3.13  Labor
        Matters.
        Yongxin
        is not and has never been a party to: (i) any profit sharing, pension,
        retirement, deferred com-pensation, bonus, stock option, stock purchase,
        retainer, con-sulting, health, welfare or incentive plan or agree-ment or
        other
        employee benefit plan, whether legally bind-ing or not; or (ii) any plan
        providing for "fringe benefits" to its employees, in-cluding, but not limited
        to, vacation, dis-ability, sick leave, Yongxin, hospitalization and life
        insurance and other insurance plans, or related benefits; or (iii) any
        employment agreement. No former employee of Yongxin has any claim against
        Yongxin (whether under federal or state law, any employment agreement or
        otherwise) on account of or for: (i) overtime pay; (ii) wages or salary for
        any
        period; (iii) vaca-tion, time-off or pay in lieu of vacation or time-off;
        or
        (iv) any violation of any statute, or-dinance or regulation relating to minimum
        wages or maximum hours of work. No person or party (i-ncluding, but not limited
        to, governmental agencies of any kind) has any claim or basis for any action
        or
        proceeding against Yongxin arising out of any statute, ordinance or regulation
        relating to discrimination in employment or to employ-ment prac-tices or
        occupational safety and health standards.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      3.14  Books
        and Records.
        Yongxin's books and records are and have been properly prepared and maintained
        in form and substance adequate for preparing audited financial statements
        in
        accordance with generally accepted accounting prin-ciples, and fairly and
        accurately reflect all of Yongxin's assets, obligations and ac-cruals, and
        all
        transactions (normally reflected in books and records in accordance with
        generally ac-cepted accounting prin-ciples) to which Yongxin is or was a
        party
        or by which Yongxin or any of its assets are or were affected.

       

      3.15  Other
        Liabilities.
        No
        claim of breach of contract, tort, product liability or other claim (whether
        arising from Yongxin's business operations or otherwise), contingent or
        otherwise, has been asserted or threatened against Yongxin- nor, to the best
        of
        Yongxin's knowledge, is capable of being asserted by any employee, creditor,
        claimant or other person against Yongxin. No state of facts exists or has
        existed, nor has any event occurred, which could give rise to the assertion
        of
        any such claim by any person.

       

      3.16  Consents.
        The
        execution, delivery and performance by Yongxin of this Agreement and the
        consummation by Yongxin- of the transac-tions contemplated hereby do not
        require
        any consent that has not been received prior to the date hereof.

       

      3.17  Judgments.
        There
        is no outstanding judgment against Yongxin. There is no health or safety
        problem
        involving or affecting Yongxin. There are no open workers com-pensa-tion
        claims
        against Yongxin, or any other obliga-tion, fact or circumstance which would
        give
        rise to any right of in-demnification on the part of any current or former
        shareholder, partner, director, officer, employee or agent of Yongxin, or
        any
        heir or personal representative thereof, against Yongxin- or any successor
        to
        the business of Yongxin.

       

      3.18  Improper
        Payments.
        Neither
        Yongxin, nor any of its cur-rent or former shareholders, partners, directors,
        of-ficers or employees or agents, nor any person acting on behalf of Yongxin,
        has, directly or indirectly, made any bribe, kickback or other payment of
        a
        similar or comparable nature, whether law-ful or not, to any person, public
        or
        private, regard-less of form, whether in money, property or services, to
        obtain
        favorable treatment for business secured or special concessions already
        obtained. No funds or assets of Yongxin were donated, lent or made available
        directly or indirectly for the benefit of, or for the purpose of supporting
        or
        opposing, any government or subdivision thereof, political party, candidate
        or
        committee, either domestic or foreign. Yongxin has not maintained and does
        not
        maintain a bank account, or any other account of any kind, whether domestic
        or
        foreign, which account was not or is not reflected in the Yongxin corporate
        books and records, or which account was not listed, titled or identified
        in the
        name of Yongxin.

       

      3.19  Full
        Disclosure.
        All the
        representations and warran-ties made by Yongxin herein or in any Schedule
        hereto, and all of the state-ments, documents or other information pertaining
        to
        the transac-tion contemplated herein made or given by Yongxin-, its agents
        or
        representatives are complete and accurate, and do not omit any in-formation
        required to make the statements and information provided, in light of the
        transaction con-templated herein, non-misleading, accurate and
        meaningful.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        IV

      REPRESENTATION
        AND WARRANTIES OF THE SHAREHOLDERS

       

      Each
        Shareholder for himself, herself or itself only, and not with respect to
        any
        other Shareholder, hereby severally represents and warrants to the Company
        that
        now and/or as of the Closing:

       

      4.1 Title
        to Shares.
        Each of
        the Shareholders is the legal and beneficial owner of the Yongxin Shares
        to be
        transferred to the Company by such Shareholders as set forth opposite each
        Shareholder’s name in Schedule
        4.1
        hereto,
        and upon consummation of the exchange contemplated herein, the Company will
        acquire from each of the Shareholders good and marketable title to the Yongxin
        Shares, free and clear of all liens excepting only such restrictions upon
        future
        transfers by the Company, if any, as maybe imposed by applicable law. The
        information set forth on Schedule
        4.1
        with
        respect to each Shareholder is accurate and complete.

       

      4.2 Due
        Authorization.
        Each of
        the Shareholders has all requisite power and authority to execute and deliver
        this Agreement, and to consummate the transactions contemplated hereby and
        thereby. This Agreement constitutes the valid and binding obligation of each
        of
        the Shareholders, enforceable against such Shareholders in accordance with
        its
        terms, except as may be affected by bankruptcy, insolvency, moratoria or
        other
        similar laws affecting the enforcement of creditors’ rights generally and
        subject to the qualification that the availability of equitable remedies
        is
        subject to the discretion of the court before which any proceeding therefore
        may
        be brought.

       

      4.3 Purchase
        for Investment.

       

      (a) Each
        of
        the Shareholders is acquiring the Company Shares for investment for each
        of the
        Shareholders’ own account and not as a nominee or agent, and not with a view to
        the resale or distribution of any part thereof, and such Shareholders has
        no
        present intention of selling, granting any participation in, or otherwise
        distributing the same. Each of the Shareholders further represents that he,
        she
        or it does not have any contract, undertaking, agreement or arrangement with
        any
        person to sell, transfer or grant participation to such person or to any
        third
        person, with respect to any of the Company Shares.

       

      (b) Each
        of
        the Shareholders understands that the Company Shares are not registered under
        the Securities Act on the ground that the sale and the issuance of securities
        hereunder is exempt from registration under the Act pursuant to Section 4(2)
        thereof, and that the Company’s reliance on such exemption is predicated on each
        of the Shareholders’ representations set forth herein.

       

      4.4 Investment
        Experience.
        Each of
        the Shareholders acknowledges that he, she or it can bear the economic risk
        of
        his or her investment, and has such knowledge and experience in financial
        and
        business matters that he, she or it is capable of evaluating the merits and
        risks of the investment in the Company Shares.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      4.5 Information.
        Each of
        the Shareholders has carefully reviewed such information as such Shareholders
        deemed necessary to evaluate an investment in the Company Shares. To the
        full
        satisfaction of each of the Shareholders, he, she or it has been furnished
        all
        materials that he, she or it has requested relating to the Company and the
        issuance of the Company Shares hereunder, and each Shareholder has been afforded
        the opportunity to ask questions of representatives of the Company to obtain
        any
        information necessary to verify the accuracy of any representations or
        information made or given to the Shareholders. Notwithstanding the foregoing,
        nothing herein shall derogate from or otherwise modify the representations
        and
        warranties of the Company set forth in this Agreement, on which the Shareholders
        has relied in making an exchange of the Yongxin Shares for the Company
        Shares.

       

      4.6 Restricted
        Securities.
        Each of
        the Shareholders understands that the Company Shares may not be sold,
        transferred, or otherwise disposed of without registration under the Act
        or an
        exemption there from, and that in the absence of an effective registration
        statement covering the Company Shares or any available exemption from
        registration under the Act, the Company Shares must be held indefinitely.
        Each
        of the Shareholders is aware that the Company Shares may not be sold pursuant
        to
        Rule 144 promulgated under the Securities Act unless all of the conditions
        of
        that Rule are met. Among the conditions for use of Rule 144 may be the
        availability of current information to the public about the
        Company.

       

      4.7 Exempt
        Issuance.
        Each of
        the Shareholders acknowledges that he, she or it must assure the Company
        that
        the offer and sale of the Company Shares to such Shareholder qualifies for
        an
        exemption from the registration requirements imposed by the Securities Act
        and
        from applicable securities laws of any state of the United States. Each of
        the
        Shareholders agrees that he meets the criteria established in one or more
        of
        subsections (a) or (b), below.

       

      (a) Accredited
        Investor, Section 4(2) of the Securities Act and/or Rule 506 of Regulation
        D.
        The
        Shareholder qualifies as an “accredited investor”, as that term is defined in
        Rule 501 of Regulation D, promulgated under the Securities
        Act.

       

      (b) Offshore
        Investor, Rule 903 of Regulation S.
        The
        Shareholder is not a U.S. Person, as defined in Rule 901 of Regulation S,
        promulgated under the Securities Act, and the Shareholder, severally but
        not
        jointly, represents and warrants to the Company that:

       

      (i) The
        Shareholder is not acquiring the Company Shares as a result of, and such
        Shareholder covenants that e, she or it will not engage in any “directed selling
        efforts” (as defined in Regulation S under the Securities Act) in the
        United States in respect of the Company Shares which would include any
        activities undertaken for the purpose of, or that could reasonably be expected
        to have the effect of, conditioning the market in the United States for the
        resale of any of the Company Shares;

       

      (ii) The
        Shareholder is not acquiring the Company Shares for the account or benefit
        of,
        directly or indirectly, any U.S. Person;

       

      (iii) The
        Shareholder is a resident of the People’s Republic of China;

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (iv) the
        offer
        and the sale of the Company Shares to such Shareholder as contemplated in
        this
        Agreement complies with or is exempt from the applicable securities legislation
        of the People’s Republic of China;

       

      (v) the
        Shareholder is outside the United States when receiving and executing this
        Agreement and that the Shareholder will be outside the United States when
        acquiring the Company Shares, 

       

      (vi) and
        the
        Shareholder covenants with Company that:

       

      
        	 	
                (1)

              	
                offers
                  and sales of any of the Company Shares prior to the expiration
                  of a period
                  of one year after the date of original issuance of the Company
                  Shares (the
                  one year period hereinafter referred to as the “Distribution Compliance
                  Period”) shall only be made in compliance with the safe harbor provisions
                  set forth in Regulation S, pursuant to the registration provisions
                  of the
                  Securities Act or an exemption therefrom, and that all offers and
                  sales
                  after the Distribution Compliance Period shall be made only in
                  compliance
                  with the registration provisions of the Securities Act or an exemption
                  therefrom and in each case only in accordance with applicable state
                  securities laws; and

              


      

       

      
        	 	
                (2)

              	
                The
                  Shareholder will not engage in hedging transactions with respect
                  to the
                  Company Shares until after the expiration of the Distribution Compliance
                  Period.

              


      

       

       

      ARTICLE
        V

      COVENANTS

       

      5.1 Further
        Assurances.
        Each of
        the Parties shall use its reasonable commercial efforts to proceed promptly
        with
        the transactions contemplated herein, to fulfill the conditions precedent
        for
        such parry’s benefit or to cause the same to be fulfilled and to execute such
        further documents and other papers and perform such further acts as may be
        reasonably required or desirable to carry out the provisions of this Agreement
        and to consummate the transactions contemplated herein.

       

      ARTICLE
        VI

      DELIVERIES

       

      6.1 Items
        to
        be delivered to the Shareholders prior to or at Closing by the
        Company.

       

      (a) Articles
        of Incorporation and amendments thereto, By-laws and amendments thereto,
        and a
        certificate of good standing in the Company’s state of
        incorporation;

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (b) all
        applicable schedules hereto;

       

      (c) all
        minutes and resolutions of board of director and shareholder meetings in
        possession of the Company;

       

      (d) shareholder
        list;

       

      (e) all
        financial statements and all tax returns in possession of the
        Company;

       

      (f) resolution
        from the Company’s Board appointing the designees of the Shareholders to the
        Company’s Board of Directors;

       

      (g) resolution
        from the Company’s Board, and if applicable, shareholder resolutions approving
        this transaction and authorizing the issuances of the shares
        hereto;

       

      (h) letters
        of resignation from the Company’s current officers and directors to be effective
        upon Closing and after the appointments described in Section
        6.1(f);

       

      (i) certificates
        representing shares of the Company Shares issued in the denominations as
        set
        forth opposite the name of the Shareholders and/or its designees on Schedule
        I
        to this
        Agreement;

       

      (j) any
        other
        document reasonably requested by the Shareholders that it deems necessary
        for
        the consummation of this transaction.

       

      6.2 Items
        to
        be delivered to the Company prior to or at Closing by Yongxin and the
        Shareholders.

       

      (a) all
        applicable schedules hereto;

       

      (b) instructions
        from Yongxin appointing its designees to the Company’s Board of
        Directors;

       

      (c) share
        certificates and duly executed stock powers from the Shareholders transferring
        the Yongxin Shares to the Company;

       

      (d) resolutions
        from the Board of Directors of Yongxin, if applicable, and shareholder
        resolutions approving the transactions contemplated hereby; and

       

      (e) any
        other
        document reasonably requested by the Company that it deems necessary for
        the
        consummation of this transaction.

       

      ARTICLE
        VII

      CONDITIONS
        PRECEDENT

       

      7.1 Conditions
        Precedent to Closing.
        The
        obligations of the Parties under this Agreement shall be and are subject
        to
        fulfillment, prior to or at the Closing, of each of the following
        conditions:

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (a) That
        each
        of the representations and warranties of the Parties contained herein shall
        be
        true and correct at the time of the Closing date as if such representations
        and
        warranties were made at such time except for changes permitted or contemplated
        by this Agreement.

       

      (b) That
        the
        Parties shall have performed or complied with all agreements, terms and
        conditions required by this Agreement to be performed or complied with by
        them
        prior to or at the time of the Closing; 

       

      (c) Yongxin
        and the Subsidiary shall have received, and delivered documentation of, the
        approvals required, if any, from the Ministry of Commerce of the People’s
        Republic of China, the China Securities Regulatory Commission, the State
        Administration of Foreign Exchange, or any other Chinese governmental agency
        regulating the ownership of business operations in China by non-Chinese
        nationals and/or the ownership of offshore companies doing business in China
        by
        Chinese nationals.

       

      (d) The
        Company will effectuate an approximate 12 for 1 reverse split of the Company
        Common Stocks of the Company prior to the time of closing.

       

      (e) That
        the
        Company shall have settled, paid or otherwise resolved the Convertible Notes
        payable in the principal amount of $3,000,000 plus accrued interest in the
        approximate total amount of $895,945. 

       

      (f) Absence
        of Litigation.
        No
        litigation shall have been in-stituted on or before the time of the Closing
        by
        any person, the result of which did or could prevent or make illegal the
        consum-mation of the transaction contemplated by this Agree-ment, or which
        had
        or could have a material adverse effect on the busi-ness of the
        Corporation.

       

      7.2 Conditions
        to Obligations of Shareholders.
        The obligations of Shareholders shall be subject to fulfillment prior to
        or at
        the Closing, of each of the following conditions:

       

      (a) The
        Company shall have received all of the regulatory, shareholder and other
        third
        party consents, permits, approvals and authorizations
        necessary to consummate the transactions contemplated by this Agreement;
        and

       

      (b) The
        Company shall have complied with Rule 14(f)(1) of the Exchange Act, if
        required.

       

      7.3 Conditions
        to Obligations of the Company.
        The
        obligations of the Company shall be subject to fulfillment at or prior to
        or at
        the Closing, of each of the following conditions:

       

      (a) Yongxin
        and the Shareholders shall have received all of the regulatory, shareholder
        and
        other third party consents, permits, approvals and authorizations necessary
        to
        consummate the transactions contemplated by this Agreement; and

       

      (b) The
        Shareholders shall have delivered to the Company the share certificates and
        duly
        executed stock powers from the Shareholders transferring the Yongxin Shares
        to
        the Company.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (c) All
        representations and war-ran-ties made by Yongxin and the Yongxin Shareholders
        contained in this Agree-ment and the Schedules hereto shall be true and cor-rect
        in all respects on the date hereof, and shall be true and correct in all
        respects at the time of the Closing as though such representa-tions were
        again
        made, without exception or devia-tion, at the time of the Clos-ing.

       

      (d) Yongxin
        and the Yongxin Shareholders shall have duly performed or com-plied with
        all of
        the covenants and obliga-tions under this Agree-ment to be performed or
        com-plied with by them on or prior to the Closing.

       

      (e) No
        litigation shall have been instituted on or before the time of the Closing
        by
        any person, the result of which did or could prevent or make illegal the
        consum-mation of the transaction contemplated by this Agree-ment.

       

      ARTICLE
        VIII

      INDEMNIFICATION

       

      8.1 Indemnity
        of the Company.
        The
        Company agrees as to defend, indemnify and hold harmless the Shareholders
        from
        and against, and to reimburse the Shareholders with respect to, all liabilities,
        losses, costs and expenses, including, without limitation, reasonable attorneys’
fees and disbursements (collectively the “Losses”) asserted against or incurred
        by the Shareholders by reason of, arising out of, or in connection with any
        material breach of any representation or warranty contained in this Agreement
        made by the Company or in any document or certificate delivered by the Company
        pursuant to the provisions of this Agreement or in connection with the
        transactions contemplated thereby.

       

      8.2 Indemnity
        of the Shareholders.
        The
        Shareholders, joint and severally, agree to defend, indemnify and hold harmless
        the Company from and against, and to reimburse the Company with respect to,
        all
        losses, including, without limitation, reasonable attorneys’ fees and
        disbursements, asserted against or incurred by the Company by reason of,
        arising
        out of, or in connection with any material breach of any representation or
        warranty contained in this Agreement and made by the Shareholders or in any
        document or certificate delivered by the Shareholders pursuant to the provisions
        of this Agreement or in connection with the transactions contemplated thereby,
        it being understood that the Shareholders shall have responsibility hereunder
        only for the representations and warranties made by the
        Shareholders.

       

      8.3 Indemnification
        Procedure.
        A party
        (an “Indemnified Party”) seeking indemnification shall give prompt notice to the
        other party (the “Indemnifying Party”) of any claim for indemnification arising
        under this Article VIII. The Indemnifying Party shall have the right to assume
        and to control the defense of any such claim with counsel reasonably acceptable
        to such Indemnified Party, at the Indemnifying Party’s own cost and expense,
        including the cost and expense of reasonable attorneys’ fees and disbursements
        in connection with such defense, in which event the Indemnifying Party shall
        not
        be obligated to pay the fees and disbursements of separate counsel for such
        in
        such action. In the event, however, that such Indemnified Party’s legal counsel
        shall determine that defenses may be available to such Indemnified Party
        that
        are different from or in addition to those available to the Indemnifying
        Party,
        in that there could reasonably be expected to be a conflict of interest if
        such
        Indemnifying Party and the Indemnified Party have common counsel in any such
        proceeding, or if the Indemnified Party has not assumed the defense of the
        action or proceedings, then such Indemnifying Party may employ separate counsel
        to represent or defend such Indemnified Party, and the Indemnifying Party
        shall
        pay the reasonable fees and disbursements of counsel for such Indemnified
        Party.
        No settlement of any such claim or payment in connection with any such
        settlement shall be made without the prior consent of the Indemnifying Parry
        which consent shall not be unreasonably withheld.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        IX

      TERMINATION

       

      9.1 Termination.
        This
        Agreement may be terminated at any time before or, at Closing, by:

       

      (a) The
        mutual agreement of the Parties;

       

      (b) Either
        the Corporation or Yongxin, but not by a Shareholder if-

       

      (i) Any
        provision of this Agreement applicable to a party shall be materially untrue
        or
        fail to be accomplished; or

       

      (ii) Any
        legal
        proceeding shall have been instituted or shall be imminently threatening
        to
        delay, restrain or prevent the consummation of this Agreement;

       

      (c) Upon
        termination of this Agreement for any reason, in accordance with the terms
        and
        conditions set forth in this paragraph, each said party shall bear all costs
        and
        expenses as each party has incurred.

       

      ARTICLE
        X

      COVENANTS
        SUBSEQUENT TO CLOSING

       

      10.1 Subsequent
        SEC Filings.
        The
        Chief Executive Officer and Chief Financial Officer, or other principal
        administrative and financial officers, of the Company shall cooperate with
        and
        assist Yongxin with the preparation of the first Quarterly or Annual Report,
        as
        applicable, to be filed with the Commission subsequent to the Closing to
        the
        extent disclosure is required regarding the prior operations, financial
        condition, or actions of, or other information pertaining to, the Company
        for
        the period(s) ended prior to the Closing. Such cooperation and assistance
        shall
        include, but not be limited to, provision of subcertifications regarding
        the
        disclosures controls and procedures and internal control over financial
        reporting of the Company, provision of and participation in review of interim
        financial statements, and review and provision of feedback on a draft of
        the
        required Report.

       

      10.2 Umesh
        Patel shall assist the Company in negotiating and resolving outstanding
        debts.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        XI

      MISCELLANEOUS

       

      11.1 Survival
        of Representations, Warranties and Agreements.
        Each of
        the parties hereto is executing and carrying out the provisions of this
        Agreement in reliance upon the representations, warranties and covenants
        and
        agreements contained in this agreement or at the closing of the transactions
        herein provided for and not upon any investigation which it might have made
        or
        any representations, warranty, agreement, promise or information, written
        or
        oral, made by the other party or any other person other than as specifically
        set
        forth herein. Except as specifically set forth in this Agreement,
        representations and warranties and statements made by a party to in this
        Agreement or in any document or certificate delivered pursuant hereto shall
        not
        survive the Closing Date, and no claims made by virtue of such representations,
        warranties, agreements and covenants shall be made or commenced by any party
        hereto from and after the Closing Date. Each warranty and representation
        made by
        a party in this Agreement or pursuant hereto is independent of all other
        warranties and representations made by the same party in this Agreement or
        pursuant hereto (whether or not covering identical, related or similar matters)
        and must be independently and separately satisfied. Exceptions or qualifications
        to any such warranty or representation shall not be construed as exceptions
        or
        qualifications to any other warranty or representa-tion.

       

      11.2 Access
        to Books and Records.
        During
        the course of this transaction through Closing, each party agrees to make
        available for inspection all corporate books, records and assets, and otherwise
        afford to each other and their respective representatives, reasonable access
        to
        all documentation and other information concerning the business, financial
        and
        legal conditions of each other for the purpose of conducting a due diligence
        investigation thereof. Such due diligence investigation shall be for the
        purpose
        of satisfying each party as to the business, financial and legal condition
        of
        each other for the purpose of determining the desirability of consummating
        the
        proposed transaction. The Parties further agree to keep confidential and
        not use
        for their own benefit, except in accordance with this Agreement any information
        or documentation obtained in connection with any such
        investigation.

       

      11.3 Further
        Assurances.
        If, at
        any time after the Closing, the parties shall consider or be advised that
        any
        further deeds, assignments or assurances in law or that any other things
        are
        necessary, desirable or proper to complete the merger in accordance with
        the
        terms of this agreement or to vest, perfect or confirm, of record or otherwise,
        the title to any property or rights of the parties hereto, the Parties agree
        that their proper officers and directors shall execute and deliver all such
        proper deeds, assignments and assurances in law and do all things necessary,
        desirable or proper to vest, perfect or confirm title to such property or
        rights
        and otherwise to carry out the purpose of this Agreement, and that the proper
        officers and directors the parties are fully authorized to take any and all
        such
        action.

       

      11.4 Notice.
        All
        communications, notices, requests, consents or demands given or required
        under
        this Agreement shall be in writing and shall be deemed to have been duly
        given
        when delivered to, or received by prepaid registered or certified mail or
        recognized overnight courier addressed to, or upon receipt of a facsimile
        sent
        to, the party for whom intended, as follows, or to such other address or
        facsimile number as may be furnished by such party by notice in the manner
        provided herein:

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Attention:

      


      If
        to the Shareholders and Yongxin:

      


      Yongxin
        Medical Group, Ltd.

      2152
        San
        Huancheng Road

      Chang
        Chun, China

      Attention:
        

      


      With
        a copy to:

       

      Laura
        E. Anthony, Esquire

      Legal
        & Compliance, LLC

      330
        Clematis Street

      Suite
        217

      West
        Palm Beach, FL 33401

      Office:
        561-514-0936

      Fax:
        561-514-0832


      


      If
        to the Company:

      


      Digital
        Learning Management Corporation

      680
        Langsdorf Drive, Suite 203

      Fullerton,
        CA 92831

      Attn:
        Umesh Patel, Chairman

      Fax:
        

      


      With
        a copy to:

      


      Law
        Firm 

      


      11.5 Entire
        Agreement.
        This
        Agreement, the Disclosure Schedules and any instruments and agreements to
        be
        executed pursuant to this Agreement, sets forth the entire understanding
        of the
        parties hereto with respect to its subject matter, merges and supersedes
        all
        prior and contemporaneous understandings with respect to its subject matter
        and
        may not be waived or modified, in whole or in part, except by a writing signed
        by each of the parties hereto. No waiver of any provision of this Agreement
        in
        any instance shall be deemed to be a waiver of the same or any other provision
        in any other instance. Failure of any party to enforce any provision of this
        Agreement shall not be construed as a waiver of its rights under such
        provision.

       

      11.6 Successors
        and Assigns.
        This
        Agreement shall be binding upon, enforceable against and inure to the benefit
        of, the parties hereto and their respective heirs, administrators, executors,
        personal representatives, successors and assigns, and nothing herein is intended
        to confer any right, remedy or benefit upon any other person. This Agreement
        may
        not be assigned by any party hereto except with the prior written consent
        of the
        other parties, which consent shall not be unreasonably withheld.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      11.7 Governing
        Law.
        This
        Agreement shall in all respects be governed by and construed in accordance
        with
        the laws of the State of Delaware are applicable to agreements made and fully
        to
        be performed in such state, without giving effect to conflicts of law
        principles.

       

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

       

      11.9 Construction.
        Headings contained in this Agreement are for convenience only and shall not
        be
        used in the interpretation of this Agreement. References herein to Articles,
        Sections and Exhibits are to the articles, sections and exhibits, respectively,
        of this Agreement. The Disclosure Schedule is hereby incorporated herein
        by
        reference and made a part of this Agreement. As used herein, the singular
        includes the plural, and the masculine, feminine and neuter gender each includes
        the others where the context so indicates.

       

      11.10 Severability.
        If any
        provision of this Agreement is held to be invalid or unenforceable by a court
        of
        competent jurisdiction, this Agreement shall be interpreted and enforceable
        as
        if such provision were severed or limited, but only to the extent necessary
        to
        render such provision and this Agreement enforceable.

       

      11.11
        Litigation.
        If any
        party hereto is required to engage in litigation or arbitration against any
        other party hereto, either as plaintiff or as defendant, in order to enforce
        or
        defend any of its or his rights under this Agreement, and such litiga-tion
        results in a final judgment in favor of such party (the "Prevailing Party"),
        then the party or parties against whom said final judgment is obtained shall
        reimburse the Prevailing Party for all direct, indirect or incidental expenses
        incurred by the Prevailing Party in so enforcing or defending its or his
        rights
        hereunder, including, but not limited to, all attorneys' fees, paralegals'
        fees,
        court costs and other ex-penses incurred throughout all negotiations, trials
        or
        appeals under-taken in order to enforce the Prevailing Party's rights
        hereunder.

       

      


       

      IN
        WITNESS WHEREOF, each of the parties hereto has executed this Agreement as
        of
        the date first set forth above.

      


       

      


      DIGITAL
        LEARNING MANAGEMENT CORPORATION.

      


      


      


      By:_____________________________

      Name:
        Umesh Patel

      Title:
        Chairman

      


      


      YONGXIN
        MEDICAL GROUP, LTD.

      


      


      


      By:_____________________________

      Name:
        

      Title:
        Chief Executive Officer

      


       

      


      


      


      [SIGNATURE
        PAGES FOR SHAREHOLDERS FOLLOW]

      


      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      YONGXIN
        MEDICAL GROUP, LTD.

      SHAREHOLDERS’
        SIGNATURE PAGE TO

       

      SHARE
        EXCHANGE AGREEMENT

       

      Dated
        [________],
        2006

       

      Among
        Digital Learning Management Corporation.,

      Yongxin
        Medical Group, Ltd., and

      The
        Shareholders of Yongxin Medical Group, Ltd.

      


      The
        undersigned Shareholder hereby executes and delivers the Share Exchange
        Agreement (the “Agreement”)
        to
        which this Signature Page is attached, which, together with all counterparts
        of
        the Agreement and Signature Pages of the other parties named in said Agreement,
        shall constitute one and the same document in accordance with the terms of
        the
        Agreement.

       

      
         

        
          	 	 
	 	
                   

                    

                  

                  (Signature)

                	 
	 	 	 
	 	
                    


                  
                    
 (Type
                    or print name) 
                    

                  

                	 
	 	 
	 	 	 
	 	
                  
                    
 (Type
                    or print name as it should appear on certificate, if
                    different)

                	 


        

        


         

        
          	 	
                  Address:

                   

                	
                  ______________________________________________________________________

                  
                    ______________________________________________________________________

                  

                	 


        

         

        
          	 	
                  Telephone:

                   

                	
                  (____)
                    ________________________________________________________________

                   

                	 
	 	
                  Facsimile:
                    

                   

                	
                  (____)
                    ________________________________________________________________

                	 


        

        


         

Number
        of Yongxin Shares Held: ____________

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




      SCHEDULE
        1.1(a)

      


       

      
        	
                Name

              	
                Number
                  of Company Shares     

                 

              
	 	 
	
                1.
                  Misala Holdings Inc. BVI

                 

              	
                18,600,000

                 

              
	
                2.
                  Boom Day Investments Ltd. BVI

                 

              	
                17,400,000

                 

              
	
                3.
                  Accord Success Ltd., BVI

                 

              	
                5,400,000

                 

              
	
                4.
                  Perfect Sum Investment Ltd. BVI

                 

              	
                1,200,000

                 

              
	
                5.
                  Full Spring Group Ltd. BVI

                 

              	
                1,800,000

                 

              
	
                6.
                  Grand Opus Co. Ltd., BVI 

                 

              	
                2,400,000

                 

              
	
                7.
                  Master Power Holdings Coup Ltd. BVI 

                 

              	
                4,200,000

                 

              
	
                TOTAL

                 

              	
                51,000,000

                 

              


      

      


       


      
        
           

          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2.1(a)

      DIGITAL
        LEARNING MANAGEMENT, INC. ARTICLES AND BYLAWS


      
        
           

          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2.1(b)

      DIGITAL
        LEARNING MANAGEMENT, INC. SUBSIDIARIES

      


      


      Digital
        Learning Institute Inc., a Delaware corporation.

      


      In
        addition, Digital Learning Institute has the following
        subsidiaries:

      


      Software
        Education of America, a California corporation

      Mckinley
        Education Services, a California corporation

      Digital
        Knowledge Works, a Delaware corporation

      Coursemate,
        a California corporation 

      



      
        
           

          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2.5

      SHEDULE
        OF ADJUSTMENT TO DIGITAL LEARNING FINANCIAL STATEMENTS

      


      Since
        the date of the last financial statements, the Company has incurred debts
        in the
        ordinary course of business in the approximate amount of
        $50,000.


      
        
           

          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2.12

      LITIGATION

      


      


      


      


      


      


      
        
          
          

        

        
          -v-

          
            

          

        

        
          
          

        

      

      


      
 

      SCHEDULE
        3.5

      YONGXIN
        FINANCIAL STATEMENTS


      
        
           

          
          

        

        
          -vi-

          
            

          

        

        
          
          

        

      


      SCHEDULE
        4.1

      YONGXIN
        CAPITAL OWNERSHIP SCHEDULE

      


      
        	
                Name

              	
                %
                  of Yongxin owned     

                 

              
	 	 
	
                1.
                  Yongxin Liu

                 

              	
                51%

                 

              
	
                2.
                  Yongkui Liu

                 

              	
                49%

                 

              
	 	 
	
                TOTAL

                 

              	
                100%

                 

              


      

      


       

       

      -vii-