---

Execution Copy

DATED 9THJuly,
2010

BIOPACK ENVIRONMENTAL LIMITED as Vendor

and

WELL TALENT TECHNOLOGY LIMITED as Purchaser

| |                                                     | 
| | --------------------------------------------------- | 
| | SHARE PURCHASE AGREEMENT                            | 
| | IN RELATION TO                                      | 
| | ROOTS BIOPARK LIMITED                               | 
| | AND                                                 | 
| | ROOTS BIOPACK (INTELLECTUAL PROPERTY)
      LIMITED | 
| |                                                     | 

Tso Au Yim &
Yeung,Solicitors5thFloor, Ka Wah
Bank Centre232 Des Voeux Road CentralHong
KongTelephone: (852) 2537 3780Fax: (852) 2537
3477Ref: BT/1006917/COM

---

CONTENTS

|Number      | Clause
      Headings                                                    | Page
|----------- | ------------------------------------------------------------------------ | ----
|1.          | Definitions and Interpretation                                           | 2   
|2.          | Sale of Sale Shares
      and Shareholder's Loan                         | 7   
|3.          | Consideration                                                            | 7   
|4.          | Proof of Title and
      Due Diligence Exercise                          | 7   
|5.          | Conditions Precedent                                                     | 8   
|6.          | Completion                                                               | 10  
|7.          | Restriction of Vendor                                                    | 12  
|8.          | Warranties                                                               | 12  
|9.          | Restriction on Announcements                                             | 14  
|10.         | Pre-Completion
      Obligations                                         | 14  
|11.         | Confidentiality of Information                                           | 16  
|12.         | Costs                                                                    | 17  
|13.         | General                                                                  | 17  
|14.         | Notices                                                                  | 18  
|15.         | Governing Law and Submission to Jurisdiction                             | 19  
|SCHEDULE 1  | Details of RBIPL                                                         | 20  
|SCHEDULE 2  | Details of
      RBL                                                     | 21  
|SCHEDULE 3  | Details JRBL                                                             | 22  
|SCHEDULE 4  | Sales Shares                                                             | 23  
|SCHEDULE 5  | The Current Properties                                                   | 24  
|SCHEDULE 6  | Form of
      Release from Each of the Resigning Directors and Secretary | 25  
|SCHEDULE 7  | Deed of Assignment                                                       | 26  
|SCHEDULE 8  | Deed of
      Indemnity                                                  | 29  
|SCHEDULE 9  | Warranties                                                               | 35  
|SCHEDULE 10 | RBIPL IP
      Rights                                                    | 55  
|SCHEDULE 11 | Form of the Distribution and
      Sales Agreement                       | 56  
|            |                                                                          |     
|Execution   | 66                                                                      

---

DATE:the 9thday of July, 2010

PARTIES:

|(1) | BIOPACK ENVIRONMENTAL LIMITED,a company
      incorporated in Hong Kong with company number 1010385 whose registered
      office is situate at Room 1302, 13thFloor, Enterprises Centre,
      4 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong (the Vendor);
      and                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                  
|(2) | WELL TALENT TECHNOLOGY LIMITED, a company
      incorporated in the British Virgin Islands with company number 1048655
      whose registered office is situate at Akara Building, 24 De Castro Street,
      Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the
      Purchaser).

RECITALS:

|A. | The Vendor is the wholly-owned subsidiary of Starmetro
      Group Limited (SMG), a Company formed under the laws of the
      British Virgin Islands.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|B. | SMG is the wholly-owned subsidiary of Biopack
      Environmental Solutions Inc. (BESI), a corporation formed under
      the laws of the State of Nevada, USA, which has a class of shares
      registered with the Securities and Exchange Commission pursuant to Section
      12(g) of the U.S. Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|C. | BESIs common shares are listed for quotation on the Over
      the Counter Bulletin Board operated by the Financial Industry Regulatory
      Authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|D. | The Vendor has a wholly owned subsidiary named Roots
      Biopack (Intellectual Property) Limited, a company incorporated in Hong
      Kong with company number 966827 whose registered office is situate at
      Room1302, 13thFloor, Enterprises Centre, 4 Hart Avenue,
      Tsimshatsui, Kowloon, Hong Kong (RBIPL).                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|E. | The Vendor has another wholly owned subsidiary named
      Roots Biopark Limited, a company incorporated in Hong Kong with company
      number 1024672 whose registered office is situate at Unit 390, 3rdFloor, Peninsula Centre, 67 Mody Road, Tsimshatsui East, Kowloon,
      Hong Kong (RBL).                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|F. | Jiangmen Roots Biopack Ltd (江門市活思環保包裝製品有限公司)(JRBL), a company formed under the laws of the Peoples
      Republic of China (PRC) whose legal address is situate at
      江門市杜阮鎮亭園羊角坑工業區3號, is the wholly-owned subsidiary of RBL.                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|G. | JRBL leases a factory in Jiangmen, Guangdong Province,
      PRC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|H. | RBL, JRBL and RBIPL are engaged in the business of
      developing, manufacturing, distributing and marketing bio-degradable food
      containers and disposable industrial packaging for consumer products under
      the brand name Roots Biopack.                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|I. | The Purchaser has advanced two sums of HK$2,000,000 each
      to the Vendor on 22ndApril, 2010 and 3rdJune, 2010
      respectively by way of loan (approximately U.S. $516,129.03 @HK$7.75) (the
      Loans).                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|J. | Lau Kin Chung, alias, Gerald Lau (the
      Guarantor), a director of BESI and RBL, has personally guaranteed
      repayment of the Loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|K. | The Purchaser wishes to purchase all of the issued and
      outstanding shares (collectively, the Sale Shares) of RBL and RBIL (which, together with
RBLs subsidiary JRBL may hereinafter be collectively referred to as the Target Group) and the outstanding shareholders loans advanced to RBTL
and RBIL (collectively, the Shareholders Loans) and the Vendor desires to
sell the Sale Shares and the Shareholders Loan to the Purchaser and after
extensive negotiation, the Parties have agreed on the terms and conditions for
the sale and purchase of the Sale Shares and the Shareholders Loan as set out
below.

1

---

TERMS AGREED:

|1.  | Definitions and Interpretation                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                             
|1.1 | In this Agreement where the context so admits the
      following words and expressions shall have the following
  meanings:

| | Accounting Date     | 31stDecember, 2009 ;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Accounts            | the audited financial statements of all the companies
      within the Target Group : (i) as at, and for the year ended on, the
      Accounting Date (such financial statements comprising an income statement,
      a balance sheet, a statement of changes in equity, a cash flow statement,
      notes and directors and auditors report); (ii) as at, and for the year
      ended on, 31stDecember, 2009 (such financial statements
      comprising an income statement, a balance sheet, a statement of changes in
      equity, a cash flow statement, notes and directors and auditors report);
      and (iii) as at, and for the year ended on, 31stDecember, 2009
      (such financial statements comprising an income statement, a balance
      sheet, a statement of changes in equity, a cash flow statement, notes and
      directors and auditors report);
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Advisors             | The professional advisors and consultants retained by the
      Purchaser to advise on the transaction herein including but not limited to
      legal advisors, consultants, bankers and financial advisors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | BESI                | Biopack Environmental Solutions Inc.;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Board               | the board of directors of the Company for the
      time  being;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Business Day        | a day (other than a Saturday or Sunday) on which banks
      are open for business in Hong Kong;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | company             | any company or body corporate wherever incorporated;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Companies Ordinance | the Companies Ordinance (Chapter 32 of the Laws of Hong
      Kong);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Completion          | completion of the sale and purchase of the Sale
  Shares and the Shareholders Loans as specified
  in  Clause 6;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

2

---

| | Completion Date                        | 15thSeptember, 2010 (or such later date as
      the Purchaser and Vendor may agree in writing);                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Conditions Precedent                   | the conditions precedent specified in Clause 5;                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Consideration                          | the consideration for the Sale Shares and the
      Shareholders Loans specified in Clause 3;                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Current Properties                     | all land and premises currently leased or used by any of
      the company within the Target Group or under the present occupation or
      control of any of the company within the Target Group short particulars of
      which are set out in Schedule 5;                                                                                                                                                                                                                                     
| |                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Deed of Assignment                     | the deed in the form set out in Schedule 7;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Deed of Indemnity                      | the deed in the form set out in Schedule 8;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Directors                              | the persons listed as directors of any of the company
      within the Target Group in Schedules 1, 2 and 3;                                                                                                                                                                                                                                                                                                                                                                                      
| |                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Disclosure Letter                      | the letter of even date to this Agreement from the Vendor
      to the Purchaser in the approved terms;                                                                                                                                                                                                                                                                                                                                                                                           
| |                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Distribution and Sales
      Agreement | the distribution and sales agreement in the form set out
      in Schedule 11 to be entered into between the Vendor and the Purchaser;                                                                                                                                                                                                                                                                                                                                                            
| |                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Due Diligence Exercise                 | the due diligence exercise on the legal, accounting,
      financial and business affairs of each of the company within the Target
      Group and their respective assets to be conducted by the Advisors as
      specified in Clause 4;                                                                                                                                                                                                                                                        
| |                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Environment                            | all or any of the following media, namely, the air, water
      and land (including ambient air, surface water, ground water, soils, land
      surface and subsurface strata); and the medium of air includes the air
      within buildings and the air within other natural or man-made structures
      above or below ground;                                                                                                                                                                
| |                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Environmental Law                      | all and any laws, common law, statutes, directives,
      regulations, notices, standards having force of law, codes of practice,
      guidance notes, by-laws, judgments, decrees or orders whether of Hong Kong
      or any other relevant jurisdiction, relating to pollution, contamination
      or protection of the Environment or to the storage, labelling, handling,
      release, treatment, manufacture, processing, deposit, transportation or disposal of Hazardous
  Substances;

3

---

| | Guarantor             | Mr. Lau Kin Chung ,alias, Gerald Lau, a director of BESI
    and RBL, who has personally guarantee to the Purchaser on the Loans;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Hazardous Substances  | all substances of whatever description which may cause or
      have a harmful effect on the Environment or the health of man or any other
      living organism including all poisonous, toxic, noxious, dangerous and
      offensive substances;                                                                                                                                                                                                                                                                                                                                                               
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Hong Kong             | the Hong Kong Special Administrative Region of PRC;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Intellectual Property | includes patents, knowhow, trade secrets and other
      confidential information, registered designs, copyrights, performers
      rights, Internet domain names of any level, plant variety rights, design
      rights, rights in circuit layouts, topography rights, trade marks, service
      marks, business names, registrations of, applications to register and
      rights to apply for registration of any of the aforesaid items, rights in
      the nature of any of the aforesaid items in any country, rights in the
    nature of unfair competition rights and rights to sue for passing off;
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | JRBL                  | Jiangmen Roots Biopack Limited (江門市活思環保包裝製品有限公司);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Leases                | all the leases, sub-leases, tenancy agreements, sub-
      tenancy agreements, licences or other documents (including any options for
      extension relating thereto) granted or agreed to be granted to any of the
      company within the Target Group or pursuant to which any company within
      the Target Group holds or occupies any property (real or personal),
      details of which are set out in Schedule 5;                                                                                                                                                                                   
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Loans                 | the total sum of HK$4,000,000 advanced by the Purchaser
      to the Vendor on 22 April, 2010 and 3rd June, 2010 by way of
      loans;                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Management Accounts   | the unaudited balance sheet of all the companies within
      the Target Group as at 31stMarch, 2010 and the unaudited
      income statement of the companies within the Target Group for the period
      commencing from the day immediately following the Accounting Date and
      ending on 31stmarch, 2010 and certified as true and correct by
      the Directors,, copies of which are annexed to the
Disclosure Letter;                                                                                                                                                                                

4

---

| | MPFS Ordinance         | the Mandatory Provident Fund Schemes Ordinance (Chapter
      485 of the Laws of Hong Kong);                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Parties                | the named parties to this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | PRC                    | the Peoples Republic of China but excluding, for the
      purposes of this Agreement, Hong Kong, Macau and Taiwan;                                                                                                                                                                                                                                                                                                                                                                           
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Purchaser              | Well Talent Technology Limited;                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Purchasers Solicitors | Tso Au Yim & Yeung, Solicitors of 5thFloor, Ka Wah Bank Centre, 232 Des Voeux Road Central, Hong Kong;                                                                                                                                                                                                                                                                                                                                                                                         
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | RBIPL                  | Roots Biopack (Intellectual Property) Limited;                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | RBIPL IP Rights        | The Intellectual Properties and all rights appertaining
      thereto owned by RBIPL as specified in Schedule 10;                                                                                                                                                                                                                                                                                                                                                                              
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | RBL                    | Roots Biopark Limited;                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Sale Shares            | the shares in the capital of RBIPL and RBL listed in
      Schedule 4, comprising the entire issued share capital of the RBIPL and
      RBL;                                                                                                                                                                                                                                                                                                                                                  
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Shareholders Loans     | The shareholders loan in the sum of HK$26,017,413.91
      advanced by the Vendor to RBL and the shareholders loan of HK$193,442.256
    advanced by the Vendor to RBIPL as stated in the Management Accounts;                                                                                                                                                                                                                                                                               
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | SMG                    | Starmetro Group Limited;                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Target Group           | RBIPL, RBL and JRBL or any one or more of them;                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Tax                    | all forms of taxation, estate duties, deductions,
      withholdings, customs duties, imposts, levies, fees, charges, social
      insurance contributions, social security contributions and rates imposed,
      levied, collected, withheld or assessed by any local, municipal, regional,
      urban, governmental, state, federal or other body in Hong Kong, the PRC or
      elsewhere and any interest, additional taxation, penalty, surcharge or
      fine in connection therewith;
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Vendor                 | Biopack Environmental Limited;                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Warranties             | the representations, warranties and undertakings                                                                                                                                                                                                                                                                                                                                                                                                                                               

5

---

| |       | contained or referred to in Clause 8 and
      Schedules 8;                      
| | ----- | ---------------------------------------------------------------------------------
| |       |                                                                                  
| | HK$ | Hong Kong dollars, the lawful currency of Hong
      Kong; and                   
| |      
| | RMB | Renminbi, the lawful currency of PRC;                                            
| |       |                                                                                  
| | US$ | United States dollars, the lawful currency of
      the United States of America.

|1.2  | Save where the context otherwise requires or as otherwise
      expressly defined in this Agreement, words and phrases the definitions of
      which are contained or referred to in the Companies Ordinance shall be
      construed as having the meaning thereby attributed to them.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.3  | Any references, express or implied, to statutes or
      statutory provisions shall be construed as references to those statutes or
      provisions as respectively amended or re-enacted or as their application
      is modified from time to time by other provisions (whether before or after
      the date hereof) and shall include any statutes or provisions of which
      they are re-enactments (whether with or without modification) and any
      orders, regulations, instruments or other subordinate legislation under
      the relevant statute or statutory provision. References to Sections of
      consolidating legislation shall, wherever necessary or appropriate in the
      context, be construed as including references to the Sections of the
      previous legislation from which the consolidating legislation has been
      prepared.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.4  | References in this Agreement to Clauses and Schedules are
      to clauses in and schedules to this Agreement (unless the context
      otherwise requires). The Recitals and Schedules to this Agreement shall be
      deemed to form part of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.5  | Headings are inserted for convenience only and shall not
      affect the construction of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.6  | The expression the Vendorincludes its
      successors and permitted assigns, and the expression the Purchaserincludes its successors and assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.7  | References to personsshall include individuals,
      bodies corporate, unincorporated associations, partnerships, limited
      liability companies, trusts, joint ventures, labor unions and all other
      entities (whether or not having separate legal personality).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.8  | References to writing shall include any methods of
      producing or reproducing words in a legible and non-transitory
  form.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.9  | The masculine gender shall include the feminine and
      neuter and the singular number shall include the plural and vice
    versa.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.10 | All warranties, representations, indemnities, covenants,
      agreements and obligations given or entered into by more than one person
      are given or entered into jointly and severally.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.11 | A document expressed to be in the approved termsmeans a document the terms of which have been approved by or on behalf
      of the Purchaser and the Vendor and a copy of which has been signed for
      the purposes of identification by or on behalf of the Purchaser and the
      Vendor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|1.12 | In construing this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

6

---

| | 1.12.1 | the rule known as the ejusdem generisrule
      shall not apply and, accordingly, general words introduced by the word
      other shall not be given a restrictive meaning by reason of the fact
      that they are preceded by words indicating a particular class of acts,
      matters or things;
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                          
| | 1.12.2 | the words include, includes, includingand
      words of similar import do not limit the preceding terms or words and
      shall be deemed to be followed by the words without
      limitation;                                                                                                
| |        |                                                                                                                                                                                                                                                                                                          
| | 1.12.3 | general words shall not be given a restrictive meaning by
      reason of the fact that they are followed by particular examples intended
      to be embraced by the general words.                                                                                                                     

|2.  | Sale of Sale Shares and the Shareholders
      Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.1 | Subject to the terms of this Agreement, the Vendor shall
      sell as registered holder and beneficial owner and the Purchaser shall
      purchase, free from all liens, charges and encumbrances and together with
      all rights now or hereafter attaching to them, including all rights to any
      dividend or other distribution declared, made or paid after the Completion
      Date, other than as expressly provided in this Agreement, the number of
      Sale Shares set out in Schedule 4 and the amount of the Shareholders
      Loans set out in the Management Accounts.                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.  | Consideration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.1 | The total consideration payable for the Sale Shares and
      the Shareholders Loans shall be Hong Kong Dollars Six Million and
      Eighty Thousand Only (HK$6,800,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.2 | The Consideration shall be payable on Completion in
      accordance with Clause 6 of which HK$2,800,000shall be by way of
      cash payment and HK$4,000,000shall be by way of set-off with the
      Loans and the irrevocable and unconditional release of the
    Guarantor.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.  | Proof Of Title And Due Diligence
      Exercise                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.1 | The Vendor shall at its own expenses prove and show that
      the Vendor has good title to the Sale Shares and the Shareholders Loans
      and shall at the like expense make and furnish to the Purchaser such deeds
      or documents as may be reasonably necessary to prove such title.                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.2 | The Vendor undertakes to exercise its commercially
      reasonable endeavours and at its own costs to assist and facilitate the
      Purchaser to carry out financial, legal and regulatory due diligence
      exercise on the affairs of each of the company within the Target Group
      including but not limited to the financial, contractual, taxation, assets,
      liabilities, employment and trading position of the Target Group by
      providing and supplying to the Advisors and/or shall permit the Advisors
      (or any person authorized by the Purchaser) to have access (together with
      the right to take copies), or provide the Advisors with response, to the
      following :-

| | 4.2.1 | all books, accounts, accounting records, ledgers,
      financial records, bank accounts passbooks and statements, books of
      account, check books and check stubs or counterfoils of the Target
      Group;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                  
| | 4.2.2 | tax returns together with related correspondence and
      correspondence with any statutory, governmental, state, provincial, local
      or municipal authority whatsoever of the Target
Group;                

7

---

|    | 4.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | all the statutory books, and other books and records
      (written up to but excluding the Completion Date) and the certificate of
      incorporation, certificate of incorporation on change of name, business
      registration certificate(s), copies of Memorandum and Articles of
      Association or bye-laws, unused share certificate, and all minutes,
      resolutions and records of or relating to the Target Group;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 4.2.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | all insurance policies, contracts, guarantee, agreements
      and deeds to which the Target Group is a party;                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 4.2.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | all information, documents, deeds, contracts, books,
      records and correspondence of or relating to the Sale Shares, the Target
      Group, the business, operations and employment matters of the Target Group
      and this Agreement as may be reasonably required by the
  Purchaser;                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 4.2.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | all other information, documents and records showing
      ownership of the assets of the Target Group;                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 4.2.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | any other information as may reasonably be requested by
      the Purchaser in writing from time to time.                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.3 | Unless otherwise stated herein, the Vendor hereby agrees
      and declares that all the information, documents, records, deeds,
      correspondence or supplied to the Purchaser, shall form and be deemed to
      be representations made to the Purchaser and shall form part of the
      Warranties that all the information, documents, records, deeds,
      correspondence supplied to the Purchaser and to the best knowledge and
      belief of the Vendor without independent inquiry and in the absence of
      gross negligence on the part of the Vendor, the contents therein are true
      and accurate and not misleading in any material
respect.

|5.  | Conditions Precedent                                                                                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                             
|5.1 | The sale and purchase of the Sale Shares and the
      Shareholders Loans is conditional upon the satisfaction of the following
      conditions precedent:
|    |                                                                                                                                                             
|    | 5.1.1                                                                                                                                                       
|    |                                                                                                                                                             
|    | 5.1.2                                                                                                                                                       
|    |                                                                                                                                                             
|    | 5.1.3                                                                                                                                                       
|    |                                                                                                                                                             
|    | 5.1.4                                                                                                                                                       

8

---

| | 5.1.5 | the Vendor having complied fully in all material respects
      with all of the covenants and agreements (subject to all qualifications
      and exceptions contained in such covenants and agreements relating to
      materiality, material adverse effect or words of similar import) required
      to be performed by it under this Agreement;                                                                                        
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 5.1.6 | all necessary consents being granted by third parties
      (including any governmental or official authorities) and no statute,
      regulation or decision which would prohibit, restrict or materially delay
      the sale and purchase of the Sale Shares or the operation of any of the
      company within the Target Group after Completion having been proposed,
      enacted or taken by any governmental or official authority;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 5.1.7 | all notices in connection with the sale and purchase of
      the Sale Shares and the Shareholders Loans (including with or to
      governmental or official authorities and third parties), as the Purchaser
      deems necessary or appropriate having been published or delivered and the
      expiration (or waiver) of applicable waiting periods in connection
      therewith;                                                    
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 5.1.8 | the Target Group having received the consent, in form and
      substance satisfactory to Purchaser, to the purchase of the Sale Shares by
      the Purchaser by each landlord or other reversioner to any Lease of
      Current Property (if so required); and                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | 5.1.9 | The Vendor entering into the Distribution and Sales
      Agreement with the Purchaser.                                                                                                                                                                                                                                                                                                                                                      

|5.2 | Except for Clauses 5.1.3 and 5.1.9 above, the Purchaser
      may waive all or any of the Conditions Precedent specified in Clause 5.1
      above at any time by notice in writing to the Vendor, provided that no
      such waiver shall limit or preclude Purchasers right to assert a claim
      pursuant under this Agreement.                                                                                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.3 | The Vendor and the Purchaser (to the extent that it is
      reasonably able) shall use their commercially reasonable endeavours to
      procure the fulfilment of the Conditions Precedent as promptly as
      practicable following the date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.4 | In the event that any of the Conditions Precedent shall
      not have been fulfilled (or waived pursuant to Clause 5.2 prior to
      15thSeptember, 2010 then, unless the Parties amend this
      Agreement in writing in accordance with the terms hereof, neither the
      Purchaser nor the Vendor shall be bound to proceed with the purchase or
      sale, as the case may be, of the Sale Shares and the Shareholders Loans
      and this Agreement shall cease to be of any effect except Clauses 9 and 11
      which shall remain in force and save in respect of claims arising out of
      any antecedent breach of this Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.5 | In the event that the Purchaser shall give notice in
      writing of satisfaction of, or shall waive, the Conditions Precedent
      contained in Clause 5.1 such notice or waiver shall not imply that the
      Purchaser is not relying on the Warranties but rather only that it is
      prepared, in reliance upon the Warranties and such comfort, if any, as it
      has taken from its investigations, to proceed with the
  transaction.                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.6 | Notwithstanding anything to the contrary in this
      Agreement, nothing in this Agreement shall be deemed to require the
      Purchaser to agree to, or proffer to, divest or hold separate any assets
      or any portion of any business of the Purchaser or the Target Group as a
      condition to, or term of, the Completion.                                                                                                                                                                                                                                                                                                              

9

---

|6.  | Completion                                                                                                                                                                                                                                 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                            
|6.1 | Subject to the provisions of Clause 5, Completion shall
      take place on the Completion Date at the offices of the Purchasers
      Solicitors when all (but not some only) of the events described in this
      Clause 6 shall occur.
|    |                                                                                                                                                                                                                                            
|6.2 | At Completion, the Vendor shall:                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                            
|    | 6.2.1                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                            

10

---

|    |                                                                                                                                                                                                                    | 6.2.1.11                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | evidence that all of the insurance policies of the Target
      Group insuring the Target Group, the Current Properties, the Target
      Groups assets or otherwise for the benefit of the Target Group, other
      than those policies identified by the Purchaser in writing not less than
      three (3) Business Days prior to the Completion Date, are or will be
      terminated effective as of the Completion.;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 6.2.2                                                                                                                                                                                                              | cause such persons as the Purchaser may nominate to be
      validly appointed as directors of the companies within the Target Group
      and upon such appointment forthwith cause the Directors and the secretary
      of the companies within the Target Group to resign from their respective
      offices and as employees, each delivering to the Purchaser a letter under
      seal in the form set out in Schedule 6 acknowledging that the person so
      retiring has no claim outstanding for compensation or otherwise;
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 6.2.3                                                                                                                                                                                                              | procure revocation of all authorities to the bankers of
      the Target Group relating to bank accounts and procure the giving of
      authority to such persons as the Purchaser may nominate to operate the
      same;                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 6.2.4                                                                                                                                                                                                              | cause the Directors to hold a meeting of the Board at
      which the Directors shall pass resolutions in the approved terms (inter
      alia) to:-                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                    | 6.2.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | approve the registration of the Purchaser or its nominees
      as members of the Target Group subject only to the production of duly
      stamped and completed transfers in respect of the Sale Shares;                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                    | 6.2.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | approve and authorise the execution by the Target Group
      of the Deed of Assignment and the Deed of Indemnity;                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.3 | At Completion, the Purchaser shall:                                                                                                                                                                               
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 6.3.1                                                                                                                                                                                                              | pay the sum of HK$2,800,000 to the Vendor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 6.3.2                                                                                                                                                                                                              | pay the balance of the Consideration being HK$4,000,000
      by way of set-off of all the amount due under the Loans ;                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 6.3.3                                                                                                                                                                                                              | deliver to the Vendor a certificate stating that the
      Loans have been repaid in full;                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 6.3.4                                                                                                                                                                                                              | release the Guarantor from his obligations over the
      Loans;                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 6.3.5                                                                                                                                                                                                              | deliver to the Vendor a counterpart Deed of Assignment
      duly executed by the Purchaser; and                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 6.3.6                                                                                                                                                                                                              | deliver to the Vendor a counterpart Deed of Indemnity
      duly executed by the Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.4 | Without prejudice to any other remedies available to the
      Purchaser, if in any respect the provisions of Clause 6.2.1 are not
      complied with by the Vendor on the Completion Date the Purchaser
    may:
|    |                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 6.4.1                                                                                                                                                                                                              | defer Completion to a date not more than 28 days after
      the Completion Date (and so that the provisions of this Clause 6.4.1 shall
      apply to Completion as so deferred); or                                                                                                                                                                                                                                                                                                                                                   

11

---

|    | 6.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | proceed to Completion so far as practicable (without
      prejudice to its rights under this Agreement); or
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                             
|    | 6.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | rescind this Agreement.                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                             
|7.  | Restriction of Vendor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                             
|7.1 | The Vendor undertakes with the Purchaser (for itself and
      as trustee for the Target Group) that, except with the consent in writing
      of the Purchaser it will not at any time after the Completion in relation
      to any trade, business or company use a name or trade mark including the
      word Roots or Roots Biopack or Roots Bioparkor
      their Chinese equivalent or any words or symbols confusingly similar
      thereto in such a way as to be capable of or likely to be confused with
      the name or any trade mark of the Target Group and shall use its best
      endeavours to procure that no such name or trade mark shall be used by any
      person, firm or company with which it is connected.                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                             
|7.2 | While the restrictions contained in this Clause 7.1 are
      considered by the Parties to be reasonable in all the circumstances, it is
      recognised that restrictions of the nature in question may fail for
      technical reasons and accordingly it is hereby agreed and declared that if
      any of such restrictions shall be adjudged to be void as going beyond what
      is reasonable in all the circumstances for the protection of the interests
      of the Purchaser but would be valid if part of the wording thereof were
      deleted or the periods thereof reduced or the range of activities or area
      dealt with thereby reduced in scope the said restriction shall apply with
      such modifications as may be necessary to make it valid and
    effective.       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                             
|7.3 | The Parties acknowledge that any violation of any term of
      this Clause 7.1 may cause irreparable injury to the Purchaser. Therefore,
      the Vendor agrees that the Purchaser shall be entitled, in addition to any
      remedies it may have under this Agreement or at law, to injunctive and
      other equitable relief to prevent or curtail any breach of this Clause
      7.1.                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                             
|7.4 | The restrictions contained in Clause 7.1 above shall be
      without prejudice to performance by and shall not limit the restrictions
      on any person under the terms of agreements entered into pursuant to this
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                             
|8.  | Warranties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                             
|8.1 | The Vendor represents, warrants and undertakes to and
      with the Purchaser that each of the statements set out in Schedule 9 is
      now and will at Completion be true and accurate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                             
|8.2 | The Warranties are given subject to matters fully, fairly
      and specifically disclosed in the Disclosure Letter but no other
      information relating to the Target Group of which the Purchaser has
      knowledge (actual or constructive) and no investigation by or on behalf of
      the Purchaser shall prejudice any claim made by the Purchaser under the
      Warranties or operate to reduce any amount recoverable, and liability in
      respect thereof shall not be confined to breaches discovered before
      Completion. No letter, document or other communication shall be deemed to
      constitute a disclosure for the purposes of this Agreement unless the same
      is accepted as such by the Purchaser and is expressly referred to in the
      Disclosure Letter.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                             
|8.3 | The Vendor acknowledges that the Purchaser has entered
      into this Agreement in reliance upon the Warranties and has been induced
      by them to enter into this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                             
|8.4 | Without restricting the rights of the Purchaser or
      otherwise affecting the ability of the Purchaser to claim damages on any
      other basis available to it, in the event that any of the Warranties in
      this Clause 8 or in Schedule 9 is broken or (as the case may be) proves to
      be untrue or misleading (subject to all qualifications and
      exceptions contained in the Warranties or such covenant or undertaking
      relating to materiality, material adverse effect or words of similar
      import), the Vendor shall, on demand, pay to the Purchaser or, at the
  Purchasers direction, the Target Group:                                                                                                                                                           

12

---

|    | 8.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the amount necessary to put the Target Group into the
      position which would have existed if such Warranties had not been broken
      or (as the case may be) had been true and not misleading or such covenants
      and undertakings had been fully performed and satisfied; and                                                                                                                                                                                                                                                                                                                                                                                      
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 8.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | all costs and expenses incurred by the Purchaser and/or
      the Target Group in connection with or as a result of such breach and any
      costs (including reasonable legal costs on a solicitor and own client
      basis), expenses or other liabilities which any of them may incur either
      before or after the commencement of any action in connection with (i) any
      legal proceedings in which the Purchaser claims that any of such
      Warranties has been broken or is untrue or misleading in which the
      Purchaser is the prevailing party or (ii) the enforcement of any
      settlement of, or order or judgment in respect of, such claim.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.5 | Where any statement in the Warranties or any confirmation
      or certificate given by the Vendor hereunder or pursuant hereto is
      qualified by the expression so far as the Vendor is aware or to the
      best of the Vendors knowledge and belief or any similar expression, that
      statement shall be deemed to include an additional statement that it has
      been made after due enquiry.                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.6 | The Vendor shall procure that (save only as may be
      necessary to give effect to this Agreement) neither they nor the Target
      Group shall do, allow or procure any act or omission before Completion
      which would constitute a breach of any of the Warranties if they were
      given at Completion or which would make any of the Warranties inaccurate
      or misleading if they were so given.                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.7 | The Vendor hereby agrees to disclose promptly to the
      Purchaser in writing immediately upon becoming aware of the same, any
      matter, event or circumstance (including any omission to act) which may
      arise or become known to it after the date of this Agreement and before
      Completion which:-                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 8.7.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | constitutes a breach of or is inconsistent with any of
      the Warranties;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 8.7.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | constitutes a breach of or is inconsistent with any of
      the covenants or undertakings by the Vendor as are set out herein;
    or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 8.7.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | has, or is likely to have, a material adverse effect on
      the financial position or prospects of the Target Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.8 | In the event of its becoming apparent on or before
      Completion that the Vendor is in breach of any of the Warranties or any
      other term of this Agreement (subject to all qualifications and exceptions
      contained in the Warranties or such other term relating to materiality,
      material adverse effect or words of similar import) in any material
      respect the Purchaser may (without any liability on its part) rescind this
      Agreement by notice in writing to the Vendors Solicitors.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.9 | The Vendor shall give to the Purchaser and the
      Purchasers Solicitors and Advisors both before and after Completion all
      such information and documentation relating to the Target Group as the
      Purchaser shall reasonably require to enable it to satisfy itself as to
      the accuracy and due observance of the Warranties.                                                                                                                                                                          

13

---

|8.10 | The benefit of the Warranties may be assigned in whole or
      in part and without restriction by the person for the time being entitled
      thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|9.   | Restriction on Announcements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | Each of the Parties undertakes that prior to Completion
      it will not (save as required by law or by any securities exchange or any
      supervisory or regulatory body to whose rules any of the Parties is
      subject) make any announcement in connection with this Agreement unless
      the other Parties shall have given their respective consents to such
      announcement (which consents may not be unreasonably withheld or delayed
      and may be given either generally or in a specific case or cases and may
      be subject to conditions). Notwithstanding the foregoing, BESI, its
      directors, officers, employees, agents, advisors and other duly authorised
      representatives may make necessary disclosure in connection with this
      Agreement, public or otherwise, as is required by the U.S. Securities
      Exchange Act of 1934 or any other applicable laws, or by the U.S.
      Securities and Exchange Commission or any other applicable securities
      regulators, without the consent of Any Party.

|10.  | Pre-Completion Obligations                                                                                                                                                                                                                
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                           
|10.1 | The Vendor shall procure that, from the date of this
      Agreement until Completion, except as otherwise permitted or required by
      this Agreement or with the prior written consent of the Purchaser, the
      Target Group will:-
|     |                                                                                                                                                                                                                                           
|     | 10.1.1                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                           
|     | 10.1.2                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                           
|     | 10.1.3                                                                                                                                                                                                                                    

|10.2 | The Vendor shall procure that, from the date of this
      Agreement until Completion, the Target Group shall not, without the prior
      written consent of the Purchaser:-
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                              
|     | 10.2.1                                                                                                                                                                       
|     |                                                                                                                                                                              
|     | 10.2.2                                                                                                                                                                       
|     |                                                                                                                                                                              
|     | 10.2.3                                                                                                                                                                       
|     |                                                                                                                                                                              
|     | 10.2.4                                                                                                                                                                       

14

---

| | 10.2.5  | make any loans or grant any credit (other than credit
      given in the normal course of trading and advances made to employees
      against expenses incurred by them on its behalf);                                                                                                                                                              
| | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.6  | borrow any money or make any payments out of or drawings
      on its bank accounts (except routine payments in the ordinary course of
      business);                                                                                                                                                                                               
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.7  | enter into any guarantee, indemnity or surety;                                                                                                                                                                                                                                                                                                        
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.8  | make any changes in the terms of employment of any of its
      employees or in any arrangements with its consultants (except routine
      increases in compensation payments in the ordinary course of
    business);                                                                                                                               
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.9  | change (or announce to employees any proposal to change)
      the terms of the Target Groups participation in any scheme of the MPF
      Ordinance, or fail to make any contribution (or other payment) which is
      required of it under the MPF Ordinance, or fail to meet any obligation of
      any kind whatsoever under the MPF Ordinance;
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.10 | acquire or dispose of or grant any option or right of
      pre-emption in respect of any material asset or any interest nor give nor
      receive any service otherwise than at market value;                                                                                                                                                       
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.11 | acquire or dispose of any freehold or leasehold property
      or grant any lease or third party right in respect of any of the Current
      Properties;                                                                                                                                                                                             
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.12 | acquire or dispose of any asset or property with a value
      of HK$50,000 or above;                                                                                                                                                                                                                                                                 
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.13 | enter into any leasing, hire purchase agreement or any
      agreement or arrangements for payment on deferred terms, other than in the
      ordinary course of business;                                                                                                                                                                            
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.14 | grant or enter into any licence, franchise or other
      agreement or arrangement concerning any part of its name, trading names or
      know-how;                                                                                                                                                                                                  
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.15 | declare, make or pay any dividend or
  distribution;                                                                                                                                                                                                                                                                                                  
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.16 | except to the extent necessary to fulfil the Vendors
      obligations under Clause 8, permit any of its insurances to lapse or do
      anything which would make any policy of insurance void or
  voidable;                                                                                                                                       
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.17 | make any charitable donations to any person;                                                                                                                                                                                                                                                                                                          
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.18 | make any payments to the Vendor unless in the ordinary
      course of business as disclosed in the Disclosure Letter; or                                                                                                                                                                                                                             
| |         |                                                                                                                                                                                                                                                                                                                                                       
| | 10.2.19 | agree, conditionally or otherwise, to do any of the
      foregoing.                                                                                                                                                                                                                                                                                  

|10.3 | Save as expressly provided herein, the Vendor shall use
      their best endeavours to procure that the employees of the Target Group at
      the date hereof remain and continue as employees of the Target Group after
      Completion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.4 | As from the date of this Agreement, the Vendor shall give
      and shall procure that the Purchaser and/or any persons authorised by it
      will for the purpose of satisfying itself as to the accuracy of the
      Warranties be given such access to the premises and all books, title
      deeds, records and accounts of the Target Group as the Purchaser may
      reasonably request and be permitted to take copies of any such books,
      deeds, records and accounts and that the Directors and employees of the
      Target Group shall be instructed to give promptly all such information and
      explanations to any such persons as aforesaid as may be requested by it or
  them.

15

---

|10.5 | The Vendor agrees that from the date hereof through the
      Completion (or if there is no Completion, the date this Agreement is
      rescinded), neither the Target Group nor the Vendor will, directly or
      indirectly, through any affiliate, officer, director, manager, shareholder
      and/or advisor or otherwise, except in furtherance of the transactions
      contemplated by this Agreement:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 10.5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 10.5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 10.5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.6 | The Vendor shall promptly notify the Purchaser in writing
      of any inquiry, proposal or offer relating to an Acquisition Proposal by
      any person, including the terms of such inquiry, proposal or offer and the
      name of the person initiating such inquiry, proposal or offer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.7 | The Purchaser shall use all commercially reasonable
      effort and shall co-operate with the Vendor and BESI in the preparation,
      as soon as practicable, of all filings, applications or other documents
      required to be filed or submitted by BESI under the U.S. Securities
      Exchange Act 1934 and other applicable laws in connection with the
      transactions contemplated by this Agreement upon the prior written request
      of the Vendor or BESI. The Purchaser shall use all commercially reasonable
      efforts and shall co-operate with the Vendor and BESI in taking any other
      actions necessary to obtain such regulatory or other approvals and
      consents at the earliest practicable time, including participating in any
      required hearings or proceedings upon the prior written request of the
      Vendor or BESI. Each of the Purchaser, the Vendor, and BESI shall pay its
      respective costs incurred in connection with such preparation and taking
      such actions, provided, however, if the Purchaser is required to pay any
      third party in connection therewith, the Vendor shall pay such
    costs.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.  | Confidentiality of Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.1 | Each of the Parties undertakes that it shall treat as
      strictly confidential all information received or obtained by it or its
      employees, agents or advisers as a result of entering into or performing
      this Agreement including information relating to the provisions of this
      Agreement, the negotiations leading up to this Agreement, the subject
      matter of this Agreement or the business or affairs of the Vendor or the
      Target Group or the Purchaser or any of the Purchasers subsidiaries that
      they will not at any time hereafter make use of or disclose or divulge to
      any person any such information and shall use their best endeavours to
      prevent the publication or disclosure of any such information. All such
      information and documents in any form or medium whatsoever, including but
      without limitation copies thereof and derivative materials made therefrom
      will be returned to the Party originally delivering them, or at
  the direction of such Party, destroyed in the event that the
  transaction contemplated by this Agreement is not completed.                               

16

---

|11.2 | The restrictions contained in Clause 11.1 shall not apply
      so as to prevent the Vendor, SMG and BESI or the Purchaser from making any
      disclosure required by law or by any securities exchange or supervisory or
      regulatory or governmental body pursuant to rules to which the relevant
      Party, SMG or BESI is subject or from making any disclosure to SMG, BESI
      or any professional advisers of the Vendor, SMG, BESI or the Purchaser for
      the purposes of obtaining advice nor shall the restrictions apply in
      respect of any information which comes into the public domain.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.  | Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.1 | Each party to this Agreement shall pay its own costs of
      and incidental to this Agreement and the sale and purchase hereby agreed
      to be made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.2 | The Vendor confirms that no expense of whatever nature
      relating to the sale of the Sale Shares or the Shareholders Loans has
      been or is to be borne by the Target Group.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.  | General                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.1 | This Agreement shall be binding upon and enure for the
      benefit of the estates, personal representatives or successors of the
      Parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.2 | Neither this Agreement nor any of the rights, interests
      or obligations hereunder (except as expressly provided in Clause 13.3)
      shall be assigned by any Party without the prior written consent of the
      other Party.                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.3 | The Purchaser is permitted to assign (in whole or in
      part) the benefit of, and any of its rights under, this Agreement together
      with any cause of action arising in connection with any of them, without
      the prior written consent of the other Parties, to any of its subsidiaries
      or holding company.                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.4 | This Agreement (together with any documents referred to
      herein) constitutes the whole agreement between the Parties and supersedes
      any previous agreements or arrangements between them relating to the
      subject matter hereof; it is expressly declared that no variations hereof
      shall be effective unless made in writing signed by duly authorised
      representatives of the Parties.                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.5 | All of the provisions of this Agreement shall remain in
      full force and effect notwithstanding Completion (except insofar as they
      set out obligations which have been fully performed at
  Completion).                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.6 | If any provision or part of a provision of this Agreement
      shall be, or be found by any authority or court of competent jurisdiction
      to be, invalid or unenforceable, such invalidity or unenforceability shall
      not affect the other provisions or parts of such provisions of this
      Agreement, all of which shall remain in full force and effect.                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.7 | Any right of rescission conferred upon the Purchaser
      hereby shall be in addition to and without prejudice to all other rights
      and remedies available to it (and, without prejudice to the generality of
      the foregoing, shall not extinguish any right to damages to which the
      Purchaser may be entitled in respect of the breach of this Agreement) and
      no exercise or failure to exercise such a right of rescission shall
      constitute a waiver by the Purchaser of any such other right or
    remedy.                                                                              

17

---

|13.8  | The Purchaser may release or compromise the liability of
      the Vendor hereunder or grant to any Vendor time or other indulgence
      without affecting the liability of any other Vendor hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.9  | No failure of the Purchaser or the Vendor to exercise,
      and no delay or forbearance in exercising, any right or remedy in respect
      of any provision of this Agreement shall operate as a waiver of such right
      or remedy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.10 | Upon and after Completion the Vendor shall do and execute
      or procure to be done and executed all such further acts, deeds, documents
      and things as may be necessary to give effect to the terms of this
      Agreement and to place control of the Target Group in the hands of the
      Purchaser (provided that such acts, to the extent that they were not
      expressly or impliedly required by the terms of this Agreement, will not
      cause the Vendor to incur additional out-of- pocket expenses that are not
      reimbursed by the Purchaser) and pending the doing of such acts, deeds,
      documents and things the Vendor shall as from Completion hold the legal
      estate in the Sale Shares in trust for the Purchaser.                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.11 | Upon and after Completion the Purchaser shall do and
      execute or procure to be done and executed all such further acts, deeds,
      documents and things as may be necessary to give effect to the terms of
      this Agreement (provided that such acts, to the extent that they were not
      expressly or impliedly required by the terms of this Agreement, will not
      cause the Purchaser to incur additional out-of-pocket expenses that are
      not reimbursed by the Vendor).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.12 | This Agreement may be executed in one or more
      counterparts, and by the Parties on separate counterparts, but shall not
      be effective until each Party has executed at least one counterpart and
      each such counterpart shall constitute an original of this Agreement but
      all the counterparts shall together constitute one and the same
      instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.   | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | Any notice or other communication to be given under this
      Agreement shall be in writing in the English language and be given by
      personal delivery or by sending it by registered post or recognized
      international courier service and shall be deemed to have been given when
      delivered (if given by hand), 48 hours after posting or delivery to a
      courier service (if given by registered post to a local address) or five
      Business Days after posting or delivery to a courier service (if given by
      registered post to an overseas address). Each notice or other
      communication which is personally delivered or sent by post or courier
      service shall be delivered or sent to the appropriate address specified
      below (and, in the case of any subsequent change of the address, a Party
      shall give a notice in accordance with the provisions of this Agreement,
      stating in clear terms the intention to change the
  address):

| | To Biopack Environment Limited: | Address:   | Room 1302, 13thFloor         
| | ------------------------------- | ---------- | -----------------------------
| |                                 |            | Enterprises Centre,          
| |                                 |            | 4 Hart Avenue,               
| |                                 |            | Tsimshatsui, Kowloon,        
| |                                 |            | Hong Kong.                   
| |                                 | Attention: | Mr. Gerald Lau               
| |                                 |            |                              
| |                                 |            |                              
| | To Well Talent Technology:      | Address:   | c/o Tso Au Yim & Yeung       
| |                                 |            | 5thFloor, Ka Wah Bank Centre,
| |                                 |            | 232 Des Voeux Road Central,  
| |                                 |            | Hong Kong.                   
| |                                 |            |                              
| |                                 | Attention: | Mr. Tso Hon Sai
  Bosco      

18

---

|15.  | Governing Law and Submission to
      Jurisdiction                                                                                                                                                                                                                        
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                           
|15.1 | This Agreement shall be governed by and construed in
      accordance with the laws of Hong Kong and the parties hereto irrevocably
      submit to the non-exclusive jurisdiction of the Hong Kong courts for the
      purpose of enforcing any claim arising hereunder.
|     |                                                                                                                                                                                                                                                                           
|15.2 | The Purchaser hereby appoints Mr. Tso Hon Sai Bosco of
      5thFloor, Ka Wah Bank Centre, 232 Des Voeux Road Central, Hong
      Kong, as agent for service of process in Hong
Kong.                                                                                     

[The space below on this page is intentionally left
blank]

19

---

SCHEDULE 1

Details of RBIPL

|1.  | Registered number: 966827                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                              
|2.  | Address of registered office: Room 1302, 13thFloor, Enterprises Centre, 4 Hart Avenue, Tsimshatsui, Kowloon, Hong
      Kong.
|    |                                                                                                                              
|3.  | Date and place of incorporation: 27th April 2005, Hong
      Kong                                                            
|    |                                                                                                                              
|4.  | Authorised share capital: HK$10,000 divided into 10,000
      ordinary shares of HK$1.00 each                                
|    |                                                                                                                              
|5.  | Issued share capital: HK$1.00                                                                                                
|    |                                                                                                                              
|6.  | Shareholder : Biopack Environmental Limited                                                                                  
|    |                                                                                                                              
|7.  | Directors: LAU Kin Chung, MA Cheng Ji and WEBSTER, Sean
      Leigh                                                          
|    |                                                                                                                              
|8.  | Secretary: Waltex Enterprise Services Limited                                                                                
|    |                                                                                                                              
|9.  | Annual Accounts Date: 31stday of
    December                                                                                
|    |                                                                                                                              
|10. | Auditors: Wong Lam Leung & Kwok C.P.A.
  Limited                                                                             
|    |                                                                                                                              
|11. | Business Registration Certificate :
      35572117-000-04-10-4                                                               
|    |                                                                                                                              
|12. | Bank Accounts : None                                                                                                         

20

---

SCHEDULE 2

Details of RBL

|1.  | Registered number: 1024672                                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                
|2.  | Address of registered office: Unit 390, 3rd Floor,
      Peninsula Centre, 67 Mody Road, Tsimshatsui East, Kowloon, Hong
  Kong
|    |                                                                                                                                
|3.  | Date and place of incorporation: 16th February 2006, Hong
      Kong                                                           
|    |                                                                                                                                
|4.  | Authorised share capital: HK$10,000 divided into 10,000
      ordinary shares of HK$1.00 each                                  
|    |                                                                                                                                
|5.  | Issued share capital: HK$1.00                                                                                                  
|    |                                                                                                                                
|6.  | Shareholder : Biopack Environmental Limited                                                                                    
|    |                                                                                                                                
|7.  | Directors: LAU Kin Chung, MA Cheng Ji and WEBSTER, Sean
      Leigh                                                            
|    |                                                                                                                                
|8.  | Secretary: Wales Enterprise Services Limited                                                                                  
|    |                                                                                                                                
|9.  | Annual Accounts Date: 31stday of
    December                                                                                  
|    |                                                                                                                                
|10. | Auditors: Wong Lam Leung & Kwok C.P.A.
  Limited                                                                               
|    |                                                                                                                                
|11. | Business Registration Certificate :
      36501129-000-02-10-5                                                                 
|    |                                                                                                                                
|12. | Bank Accounts : None                                                                                                           

21

---

SCHEDULE 3

Details of JRBL

|1.  | Registered number: 440700400013487                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                         
|2.  | Address of registered office:
      江門市杜阮鎮亭園羊角坑工業區3號                                                                    
|    |                                                                                                                         
|3.  | Date and place of incorporation: 30 June, 2006,
      Jiangmen City, Guangdong Province PRC                             
|    |                                                                                                                         
|4.  | Authorised share capital: HK$25 Million                                                                                 
|    |                                                                                                                         
|5.  | Paid up capital: HK$25 Million                                                                                          
|    |                                                                                                                         
|6.  | Shareholder : Roots Biopark Limited                                                                                     
|    |                                                                                                                         
|7.  | Director: 劉虔宗先生                                                                                                         
|    |                                                                                                                         
|8.  | Legal representative :劉虔宗先生                                                                                             
|    |                                                                                                                         
|9.  | Annual Accounts Date: 31stday of
      December                                                                         
|    |                                                                                                                         
|11. | Auditors: 江門市立信會計師事務所有限公司                                                                                               
|    |                                                                                                                         
|12. | Business Registration Certificate : 0688051                                                                             
|    |                                                                                                                         
|13. | Permitted Businesses :生產經營一次性環保降解蔗渣漿板餐具盛器及一次性環保降解蔗渣漿板工業包裝製品                                                             
|    |                                                                                                                         
|14. | Bank Accounts : The Agricultural Bank of China
    Limited, Industrial and Commercial Bank of China & 江門市新會區農村信用社合作社井根分社



22

---

SCHEDULE 4

Sale Shares

|(1) | One (1) share of HK$1.00 in the capital of Roots Biopack
      (Intellectual Property) Limited (RBIPL) legally and beneficially
      owned by Biopack Environmental Limited representing the entire issued and
      outstanding share capital of RBIPL.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                            
|(2) | One (1) share of HK$1.00 in the capital of Roots Biopark
      Limited (RBL) legally and beneficially owned by Biopack
      Environmental Limited representing the entire issued and outstanding share
      capital of RBL.                            

[The space below on this page is intentionally left
blank]

23

---

SCHEDULE 5

The Current Properties

|Leased Property 1 |                                                       
|----------------- | ------------------------------------------------------
|                  |                                                       
|(a)               | Description of Property:                              
|                  |                                                       
|(b)               | Particulars of Lease:                                 
|                  |                                                       
|                  | Date:                                                 
|                  |                                                       
|                  | Landlord:                                             
|                  |                                                       
|                  | Tenant:                                               
|                  |                                                       
|                  | Term:                                                 
|                  |                                                       
|                  | Monthly Rental:                                       
|                  |                                                       
|                  | Monthly Management and Air-conditioning
      Charges:
|                  |                                                       
|                  | Next Rent Review:                                     
|                  |                                                       
|                  | Options to Renew:                                     
|                  |                                                       
|                  | Landlords Break Clause:                              
|                  |                                                       
|                  | Tenants Break Clause:                                
|                  |                                                       
|                  | Present Use:                                          

24

---

SCHEDULE 6

Form of Release from Each of the Resigning Directors and
Secretary

RESIGNATION LETTER

|To: | Roots Biopark Limited/Roots Biopack
      (Intellectual Property) Limited
|--- | -------------------------------------------------------------------------
|    | (as the case may be)                                                     

Dear Sirs,

I, the undersigned, hereby tender my resignation as
director/secretary (as the case may be) of your company with immediate
effect.

I further confirm that I shall not have any claim against you
either by reason of loss of office or otherwise whatsoever.

I also confirm that I do not have any disagreement with you on
the accounts, management or businesses of your company and there is nothing that
I consider should be brought to the attention of the other members of the Board
of Directors or shareholders of your company or any government departments or
agencies.

Dated
the            
  day
of             
 , 2010.

Yours faithfully,

|Signed sealed and delivered by | )
|------------------------------ | -
|[Name of director/secretary]   | )
|(as the case may be) in the    | )
|presence of :-                 | )

25

---

SCHEDULE 7

Deed of Assignment

THIS DEED OF ASSIGNMENTis made on the day of ,
2010.

AMONGST:

|(1) | BIOPACK ENVIRONMENTAL LIMITED, a company
      incorporated in Hong Kong with company number 1010385 whose registered
      office is situate at Room 1302, 13thFloor, Enterprises Centre,
      4 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong (the
    Vendor);          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                              
|(2) | ROOTS BIOPACK (INTELLECTUAL PROPERTY) LIMITED, a
      company incorporated in Hong Kong with registered number 966827 whose
      registered office is at Room 1302, 13thFloor, Enterprise
      Centre, 4 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong (the
      RBIPL);
|    |                                                                                                                                                                                                                                                                              
|(3) | ROOTS BIOPARK LIMITED, a company incorporated in
      Hong Kong with registered number 1024672 whose registered office is at
      Unit 390, 3rdFloor, Peninsula Centre, 67 Mody Road,
      Tsimshatsui East, Kowloon, Hong Kong (the RBL); and                          
|    |                                                                                                                                                                                                                                                                              
|(4) | WELL TALENT TECHNOLOGY LIMITED, a company
      incorporated in the British Virgin Islands with registration number
      1048655 whose registered office is at Akara Building, 24 De Castro Street,
      Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the   
|    |                                                                                                                                                                                                                                                                              
|    | Purchaser).                                                                                                                                                                                                                                                                

WHEREASby a Agreement for Sale and Purchase dated the
9thJuly 2010 (the Agreement) made between the Vendor and
the Purchaser, it was agreed, inter alia, that the Vendor shall sell and the
Purchaser shall buy all the outstanding shares of RBL and RBIPL and all the
outstanding shareholders loans advanced by the Vendor to RBL and RBIL and it is
a condition to completion of the transaction contemplated under the Agreement
that the parties hereto shall execute this Deed of Assignment as part of the
transaction under the Agreement.

NOW THIS DEED WITNESSETH as follows :-

|1.   | Interpretation                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.01 | In this Deed of Assignment :-                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | Agreement means the sale and purchase agreement
      dated 9thJuly, 2010 made between the Vendor and the Purchaser
      for the sale and purchase of all the outstanding shares of RBL and RBIPL
      and all the outstanding shareholders loans advanced by the Vendor to RBL
      and RBIPL;                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | Management Account means the unaudited balance
      sheet of all the companies within the Target Group as at 31stMarch, 2010 and the unaudited income statement of the companies
      within the Target Group for the period commencing from the day immediately
      following the Accounting Date and ending on 31stmarch, 2010
      and certified as true and correct by the Directors,, copies of which are
      annexed hereto.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | Shareholders Loans means the shareholders loan
      in the sum of HK$26,017,413.91 advanced by the Vendor to RBL and the
      shareholders loan of HK$193,442.56 advanced by the Vendor to RBIPL as
      stated in the Management Accounts;                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.02 | Unless the context otherwise requires, words importing
      the singular shall include the plural and vice versa; words importing the
      masculine gender shall include the feminine gender
and the neuter gender and vice versa; and words importing
      natural persons shall include firms, companies, corporations and
  un-incorporated associations.                                                                           

26

---

|2.   | Assignment of Shareholders Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.01 | The Vendor as legal and beneficial owner HEREBY
      ASSIGNS UNTOthe Purchaser all of its right, title, benefit and
      interest in and to the Shareholders Loans together with all rights
      attached, accrued or accruing thereto as at the date hereof TO HOLDthe same unto the Purchaser absolutely and solely to the exclusion of
      the Vendor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.02 | The Vendor hereby represents and warrants to the
      Purchaser that it has legal and good title to the Shareholders Loans free
      of any mortgages, charges, liens or other encumbrances and third parties
      claims and has the necessary authority to assign and transfer the titles,
      rights and benefits to the Shareholders Loans to the Purchaser and all
      necessary consent and approve for the assignment and transfer of the
      Shareholders Loan to the Purchaser has been duly obtained.                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.   | Waiver of Rights and Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.01 | The Vendor further declares that the Shareholders Loans
      represents all money that the Vendor has advanced to RBL and RBIPL and all
      the money that are being owed by RBL to RBIPL and in the event there is
      any sum not being accounted for that is being advanced by the Vendor to
      RBL and/or RBIPL or being owed by RBL and/or RBIPL to the Vendor including
      but not limited to any money that may have been advanced by the Vendor to
      RBL and/or RBIPL since 31stMarch, 2010 to the date of
      Completion (as defined in the Agreement) including but not limited to any
      payments made by the Vendor to RBL and/or RBIPL and any amount settled by
      the Vendor for and on behalf of RBL and/or RBIPL whatsoever such amount is
      HEREBY WAIVEDby the Vendor absolutely and irrevocably.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.   | The Vendors Covenant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.01 | The Vendor hereby covenants with the Purchaser that in
      the event that it shall receive any payment or benefit of the SICL
      Assignable Rights or any part thereof from SICL or any third party such
      payment and benefits shall be held on trust by the Vendor for the benefit
      to the Purchaser shall immediately upon receipt thereof effect such
      payment and transfer such benefit to the Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.   | Acknowledgment by RBL and RBIPL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.01 | RBL and RBIPL hereby acknowledge and confirm the
      assignment of the Shareholders Loans from the Vendor to the Purchaser and
      shall from the date hereof treated the Purchaser as the legal and
      beneficial owner of the Shareholders Loans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6.   | Binding Effect                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6.01 | This Deed of Assignment shall be binding on and enure for
      the benefit of each partys successors and assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.   | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.01 | The formation, validity, interpretation, execution and
      settlement of disputes arising out of this Deed of Assignment shall be
      construed in all respect in accordance with and governed by the laws of
      Hong Kong.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

27

---

|7.02 | Each party hereto irrevocably agrees that the courts of
      Hong Kong shall have jurisdiction to hear and determine any suit, action
      or proceedings, and to settle any disputes which may arise out of or in
      connection with this Deed of Assignment and for such purposes irrevocably
      submits to the non-exclusive jurisdiction of such courts.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                     
|7.03 | This document is executed as a deed and each of the
      parties hereby declares and acknowledges that this document shall be taken
      as a deed and the same shall not be invalidated or become ineffective by
      reason of any lack of consideration.                                                                                                      

IN WITNESSwhereof this Deed of Assignment has been duly executed under
seal on the day and the year first above written.

|Sealed with the Common Seal of Biopack                       | )
|------------------------------------------------------------ | -
|Environmental Limitedand signed by its authorised            | )
|representative Lau Kin Chungin the presence of:              | )
|                                                             |  
|                                                             |  
|                                                             |  
|                                                             |  
|Sealed with the Common Seal of Roots Biopack                 | )
|(Intellectual Property) Limitedand signed by its             | )
|authorised representative Lau Kin Chungin the                | )
|presence of:                                                 | )
|                                                             |  
|                                                             |  
|                                                             |  
|                                                             |  
|Sealed with the Common Seal of Roots Biopark                 | )
|Limitedand signed by its authorised representative
      Lau | )
|Kin Chungin the presence of:                                 | )
|                                                             |  
|                                                             |  
|                                                             |  
|                                                             |  
|Sealed with the Common Seal of Well Talent                   | )
|Technology Limitedand signed by its authorised               | )
|representative in the presence of:                           | )

28

---

SCHEDULE 8

Deed of Indemnity

|THIS DEED OF INDEMNITYis made on the _______day of
      __________, 2010.
|--------------------------------------------------------------------------
|                                                                          
|AMONGST:                                                                  

|(5) | BIOPACK ENVIRONMENTAL LIMITED, a company
      incorporated in Hong Kong with company number 1010385 whose registered
      office is situate at Room 1302, 13thFloor, Enterprises Centre,
      4 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong (the
    Vendor);                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                       
|(6) | ROOTS BIOPACK (INTELLECTUAL PROPERTY) LIMITED, a
      company incorporated in Hong Kong with registered number 966827 whose
      registered office is at Room 1302, 13thFloor, Enterprise
      Centre, 4 Hart Avenue, Tsimshatsui, Kowloon, Hong Kong (the
      RBIPL);         
|    |                                                                                                                                                                                                                                                                                       
|(7) | ROOTS BIOPARK LIMITED, a company incorporated in
      Hong Kong with registered number 1024672 whose registered office is at
      Unit 390, 3rdFloor, Peninsula Centre, 67 Mody Road,
      Tsimshatsui East, Kowloon,], Hong Kong (the RBL);                                     
|    |                                                                                                                                                                                                                                                                                       
|(8) | JIANGMEN ROOTS BIOPACK LIMITED ( 江門市活思環保包裝製品有限公司), a company incorporated in the PRC with company number
      440700400013487 and its legal address at 江門市杜阮鎮亭園羊角坑工業區3號 (the
      JRBL); and                                                                                      
|    |                                                                                                                                                                                                                                                                                       
|(9) | WELL TALENT TECHNOLOGY LIMITED, a company
      incorporated in the British Virgin Islands with registration number
      1048655 whose registered office is at Akara Building, 24 De Castro Street,
    Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the Purchaser).
|    |                                                                                                                                                                                                                                                                                       
|    | (In this Deed of Indemnity as the Target Groupshall mean RBIPL, RBL and JRBL or any one or more of
  them).                                                                                                                                                                         

WITNESSESas follows:

|1.  | In this Deed unless the context otherwise
  requires:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.1 | the Agreementmeans the agreement dated 9thJuly, 2010 made between the Vendor and the Purchaser for the sale
      and purchase of the whole of the issued share capital of the RBIPL and RBL
      pursuant to which this Deed has been entered into;                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.2 | eventincludes (without limitation) any
      omission, event, action or transaction whether or not the Target Group is
      a party thereto, the death of any person, a change in the residence of any
      person for any Tax purpose, a failure to make sufficient dividend payments
      to avoid an apportionment or deemed distribution of income and the
      entering into and completion of the Agreement and references to the result
      of events on or before the date hereof shall include the combined result
      of two or more events one or more of which shall have taken place before
      the date hereof;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.3 | reliefincludes (without limitation) any relief,
      allowance, credit, set off, deduction or exemption for any Tax
    purpose;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

29

---

|1.4 | reference to income or profits or gains earned, accrued
      or received shall include income or profits or gains deemed to have been
      or treated as or regarded as earned, accrued or received for the purposes
      of any legislation;                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.5 | reference to any Tax liability shall include not only any
      liability to make actual payments of or in respect of Tax but shall also
      include:                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 1.5.1                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 1.5.2                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 1.5.3                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | and in such a case the amount of Tax which could
      otherwise be saved or relieved by the relief so lost, reduced, or set off
      (calculated by reference to the rates of Tax in force at the date hereof)
      or the amount of repayment which would otherwise have been obtained shall
      be treated as the amount of a Tax liability which has arisen;                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.6 | reference to a payment in respect of Tax includes
      (without limitation) a payment for the surrender of losses or other
      amounts by way of group relief or for the surrender or transfer of any
      other relief, a repayment of any such payment and a payment by way of
      reimbursement, recharge, indemnity or damages; and                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.7 | words and expressions defined in the Agreement shall have
      the same meaning, and any provisions of the Agreement concerning matters
      of construction or interpretation shall apply, in this Deed.                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.  | Subject as hereinafter provided, the Vendor hereby
      covenants with and undertakes to indemnify the Purchaser for itself and as
      trustee for its successors in title and the Target Group and each of them
      and to keep them indemnified against:-                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.1 | any Tax liability of any company within the Target Group
      resulting from or by reference to any income, profits or gains earned,
      accrued or received on or before the Completion Date or any event on or
      before the Completion Date whether alone or in conjunction with other
      circumstances and whether or not such Tax is chargeable against or
      attributable to any other person; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.2 | any Tax liability of any company within the Target Group
      which is regarded as such pursuant to the provisions of Clause 1.5;
    and                                                                                                                                                                                                                                                                          

30

---

|2.3 | any Tax liability of any company within the Target Group
      that arises after Completion as a result of an act, omission or
      transaction by a person other than any company within the Target Group and
      which liability to Tax falls upon that company as a result of its having
      been in the same group for Tax purposes as that person at any time before
      Completion; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.4 | any Tax liability of any company within the Target Group
      that arises as a result of payments, expenses or other distributions in
      respect of management or consulting charges or charitable donations paid
      or payable by that company prior to Completion; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.5 | any Tax liability of any company within the Target Group
      that arises as a result of that companys employment or engagement of any
      employee, officer, manager, consultant or independent contractor
      (including quality control representatives) prior to Completion, including
      in the PRC; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.6 | any Tax liability of any company within the Target Group
      that arises as a result of that company being deemed by any local,
      municipal, regional, urban, governmental, state, federal or other body in
      the PRC to have established a permanent establishment in the PRC prior to
      Completion; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.7 | any Tax liability of any company within the Target Group
      that would not have been payable had there been no breach of any of the
      Warranties and which is not the subject of the covenants in Clauses 2.1,
      2.2, 2.3, 2.4, 2.5 and 2.6 above; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.8 | all costs and expenses which are incurred by the
      Purchaser or any company within the Target Group in connection with any of
      the matters referred to in this Clause 2 or in taking or defending any
      action under this Deed (including, without prejudice to the generality of
      the foregoing, all legal and other professional fees and
      disbursements).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.  | The indemnities given by this Deed do not apply to any
      liability:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.1 | to the extent that provision or reserve in respect
      thereof has been made in the Accounts or to the extent that payment or
      discharge of such liability has been taken into account therein;
  and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2 | in respect of which provision or reserve has been made in
      the Accounts which is insufficient only by reason of any increase in rates
      of Tax made after the date hereof with retrospective effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.  | If the Purchaser shall become aware of any assessment,
      notice, demand or other document issued or action taken by or on behalf of
      any person, authority or body from which it appears that any company
      within the Target Group has or may have a liability in respect of which a
      claim could be made under this Deed, it shall give written notice thereof
      to the Vendor and shall (if the Vendor shall indemnify and secure the
      Purchaser and the Target Group to the Purchasers reasonable satisfaction
      against any liabilities, costs, damages or expenses which may be incurred
      thereby) take such action and procure that the company within the Target
      Group shall take such action as the Vendor may reasonably request to
      dispute, resist or compromise the liability; provided that no failure to
      give notice of such claim as provided hereunder shall waive any rights of
      the Purchaser, except solely to the extent that the Vendor is prejudiced
      by the failure to provide such notice; provided, further, that neither the
      Target Group nor the Purchaser shall in any event be required to take any
      steps which would require any admission of guilt or liability relating to
      matters connected with the claim in question or which would affect the
      future conduct of the business of the Purchaser or the Target Group or any
      subsidiaries of the Purchaser or affect the rights or reputations of any
      of them.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.  | The liability of the Vendor under this Deed shall cease
      after the date falling six (6) months following the expiration of all
      applicable statutes of limitation of governmental and
  official authorities in respect of matters which have been the
      subject of a written claim made within the said period by the Purchaser or
      the Target Group to any of the Vendor or the Vendors Solicitors unless
      the claim in question has arisen by reason of fraud, wilful concealment or
      dishonesty on the part of the Vendor or any of their respective
      affiliates, officers, directors, managers, shareholders and/or advisors
      (as applicable) or, prior to the date hereof, the Target Group or any of
      its officers or deliberate non disclosure on the part of the Vendor or any
      of their respective affiliates, officers, directors, managers,
      shareholders and/or advisors (as applicable) or, prior to the date hereof,
      by any officer or representative of the Target Group in which event there
      shall be no contractual limit on the time period within which such claim
  may be brought.                                                                                                                                                                                                                                                                                                                                                                        

31

---

|6.  | The due date for the making of payments under this Deed
      shall be:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.1 | where the payment relates to a liability of any company
      within the Target Group to make an actual payment of or in respect of Tax,
      the date which is seven days before the date on which such actual payment
      is due to be made to the relevant authority;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.2 | where the payment relates to a matter falling within
      Clause 1.5.1 or 1.5.3, the date falling seven days after the Vendor has
      been notified by the Purchaser that the auditors for the time being of any
      company within the Target Group have certified at the request of the
      Purchaser or the Target Group that the Vendor has a liability for a
      determinable amount under Clause 2; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.3 | where the payment relates to a matter falling within
      Clause 1.5.2 the date on which the repayment of Tax would otherwise have
      been due to be made; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.4 | in the case of costs and expenses within Clause 2.8 the
      date on which such costs and expenses are incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.  | If any payment due to be made by the Vendor under this
      Deed is not made on the due date for payment thereof the same shall carry
      interest from such due date of payment until actual payment at the rate of
      2% above the best lending rate from time to time of HSBC Bank (Hong Kong)
      compounded daily.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.  | If any sum payable by the Vendor to the Purchaser or the
      Target Group under this Deed shall be subject to Tax (whether by way of
      deduction or withholding or direct assessment of the person entitled
      thereto) such payment shall be increased by such an amount as shall ensure
      that after deduction, withholding or payment of such Tax the recipient
      shall have received an amount equal to the payment otherwise required
      hereby to be made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.  | The Vendor shall give all such assistance and provide
      such information as the Purchaser shall reasonably request from time to
      time for the purpose of enabling the Purchaser or the Target Group to make
      returns and provide information as required to any Tax authority and to
      negotiate any liability to Tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10. | Any person entitled to the benefit of the indemnities
      contained in this Deed may release or compromise the liability of the
      Vendor hereunder. No delay or forbearance on the part of any such person
      in exercising any right power or privilege under this Deed shall impair
      such right power or privilege or be construed as a waiver thereof and any
      single or partial exercise of any such right power or privilege shall not
      preclude the further exercise thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11. | Each notice, demand or other communication given or made
      hereunder shall be in writing in the English language and be given by
      personal delivery or by sending it by registered post or recognized
      international courier service and shall be deemed to have been given when
      delivered (if given by hand) or 48 hours after posting or delivery to a
      courier service (if given by registered post to a local address)
or five Business Days after posting or delivery to a courier service (if given
by registered post to an overseas address). Each notice or other communication
which is personally delivered or sent by post or courier service shall be
delivered or sent to the appropriate address specified below (and, in the case
of any subsequent change of the address, a Party shall give a notice in
accordance with the provisions hereunder, stating in clear terms the intention
to change the address):

32

---



| | To the Vendor:      | Name:       | Biopack Environment Limited   
| | ------------------- | ----------- | ------------------------------
| |                     | Address:    | Room 1302, 13thFloor,         
| |                     |             | Enterprises Centre,           
| |                     |             | 4 Hart Avenue,                
| |                     |             | Tsimshatsui, Kowloon,         
| |                     | Attention : | Mr. Gerald Lau                
| |                     |             |                               
| |                     |             |                               
| | To the Purchaser:   | Name:       | Well Talent Technology Limited
| |                     | Address:    | 5thFloor, Ka Wah Bank Centre, 
| |                     |             | 232 Des Voeux Road Central,   
| |                     |             | Hong Kong.                    
| |                     | Attention:  | Mr. Tso Hon Sai Bosco         
| |                     |             |                               
| |                     |             |                               
| | To the Target Group | Name:       | Tso Au Yim & Yeung            
| |                     | Address:    | 5thFloor, Ka Wah Bank Centre, 
| |                     |             | 232 Des Voeux Road Central,   
| |                     |             | Hong Kong.                    
| |                     | Attention:  | Mr. Tso Hon Sai Bosco         

|12. | The Purchaser and the Target Group may assign its
      respective rights and benefits under this Deed.                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                
|13. | If any provision or part of a provision of this Deed
      shall be, or be found by any authority or court of competent jurisdiction
      to be, invalid or unenforceable, such invalidity or unenforceability shall
      not affect the other provisions or parts of such provisions of this Deed,
      all of which shall remain in full force and effect.
|    |                                                                                                                                                                                                                                                                                                                                                                
|14. | This Deed shall be governed by and construed in
      accordance with the laws of Hong Kong and the parties hereto irrevocably
      submit to the non-exclusive jurisdiction of the Hong Kong courts for the
      purpose of enforcing any claim arising hereunder.                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                
|15. | The Purchaser hereby appoints Mr. Tso Hon Sai Bosco of
      5thFloor, Ka Wah Bank Centre, 232 Des Voeux Road Central, Hong
      Kong, as agent for service of process in Hong
Kong.                                                                                                                                                                          

[This space below on this page is intentionally left
blank]

33

---

IN WITNESSwhereof this Deed has been executed and is
intended to be and is hereby delivered on the date appearing at the head
hereof.

|Sealed with the Common Seal of Biopack Environmental               | )
|------------------------------------------------------------------ | -
|Limitedand signed by its authorised representative
      Lau Kin   | )
|Chungin the presence of:                                           | )
|                                                                   |  
|                                                                   |  
|                                                                   |  
|                                                                   |  
|Sealed with the Common Seal of Roots Biopack
      (Intellectual   | )
|Property) Limitedand signed by its authorised
      representative | )
|Lau Kin Chungin the presence of:                                   | )
|                                                                   |  
|                                                                   |  
|                                                                   |  
|                                                                   |  
|Sealed with the Common Seal of Roots Biopark Limitedand            | )
|signed by its authorised representative Lau Kin Chungin the        | )
|presence of:                                                       | )
|                                                                   |  
|                                                                   |  
|                                                                   |  
|                                                                   |  
|Sealed with the Common Seal of Well Talent
      Technology        | )
|Limited and signed by its authorised representative                | )
|in the presence of:                                                | )

34

---

SCHEDULE 9

Warranties

|1.  | The Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.1 | True copies of the Accounts are attached to the
      Disclosure Letter. The Accounts have been prepared in accordance with the
      requirements of all relevant laws and applicable statements of standard
      accounting practice and with good and generally accepted accountancy
      principles and practice and, except as described in the Disclosure Letter,
      are complete and accurate in all respects and show a true and fair view of
      the state of affairs of all the companies within the Target Group and of
      its results and profits for the financial period ending on the relevant
      dates set forth therein and depreciation of the fixed assets of the Target
      Group has been made at a rate sufficient to write down the value of such
      assets to nil not later than the end of their useful working
  lives.                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.2 | The Accounts disclose and make full provision or reserve
      for all actual liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.3 | The Accounts disclose and make full provision or reserve
      for or note all contingent, unquantified or disputed liabilities, capital
      or burdensome commitments and deferred or provisional Tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.4 | Full provision or reserve has been made in the Accounts
      for all Tax including deferred or provisional taxation in respect of all
      accounting periods ended on or before the relevant dates set forth therein
      for which the Target Group was then or might at any time thereafter become
      liable including Tax:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 1.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 1.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 1.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 1.4.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 1.4.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.5 | The profits and losses of the companies within the Target
      Group shown by the Accounts have not in any material respect been affected
      by any unusual or non-recurring or exceptional item or by any other matter
      which has rendered such profits or losses unusually high or low.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.6 | Except as sufficiently reserved for in the Accounts or
      disclosed in the Disclosure Letter, none of the amounts shown in the
      Accounts in respect of debtors is represented by debts which were then or
      are now more than three months overdue for payment and none of the same
      has been released or settled for an amount less than that shown in the
      Accounts. All of the Target Groups book debts, whether shown in the
      Accounts or arising since the Accounting Date, are valid and enforceable
      and have realised or will in aggregate realise the nominal
  amount thereof and all such book debts will be collectible in
      full within 90 days of the Completion Date subject to the Target Group
      using all reasonable endeavours to collect the same. For the avoidance of
      doubt the use of reasonable endeavours is not in this paragraph to be
  construed as requiring the issue of legal proceedings.

35

---

|1.7 | The Target Group has not factored any of its debts or
      entered into any financing arrangement of a type which would not require
      to be shown or reflected in the Accounts.                                                                                                                                                                                                                                                                             
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.8 | Except as disclosed in the Accounts there are at the date
      hereof:-                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.8.1                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.8.2                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | 1.8.3                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|1.9 | None of the amounts secured by the mortgages, charges,
      liens or similar encumbrances disclosed in the Accounts has been increased
      beyond the amounts shown in the Accounts and none of the amounts secured
      by any mortgage, charge, lien or similar encumbrance created after the
      Accounting Date has been increased beyond the amount stated in the
      Disclosure Letter.                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.  | Management Accounts                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Management Accounts have been prepared in accordance
      with the accounting policies of the companies within the Target Group
      which are set out in the Disclosure Letter and on a consistent basis with
      the monthly management accounts of the companies within the Target Group
      and show a fair view of the assets and liabilities and profits and losses
      of the companies within the Target Group as at and to 31stMarch, 2010..
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.  | Tax, Records and Returns                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.1 | No event, act, transaction or omission has occurred or
      shall occur between the Accounting Date and Completion which could give
      rise to a claim under the terms of the Deed of Indemnity.                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2 | All returns, computations, notices and information made
      or provided or required to be made or provided by the Target Group for any
      Tax purpose have been made or given within the requisite periods and on a
      proper basis and when made were true and accurate and are up to date and
      none of them is or is likely to be the subject of any dispute with any Tax
      authority.                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.3 | The Disclosure Letter contains details of all
      transactions effected by the Target Group in respect of which any consent
      or clearance from the Inland Revenue Department or other governmental or
      Tax authority was required or was sought.                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.4 | In respect of any such consent or clearance as referred
      to in paragraph 3.3, the consent or clearance was validly obtained before
      the transaction was effected and the transaction was effected in
      accordance with the terms of and so as to satisfy any conditions attached
      to such consent or clearance and at a time when and in circumstances in
      which such consent or clearance was valid and
effective.                      

36

---

|3.5  | The Target Group has paid all Tax, including provisional
      taxation, which has become due and payable.                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.6  | Within the prior period of seven years, except as
      disclosed in the Disclosure Letter, the Target Group has not paid or
      become liable to pay any fine, penalty, surcharge or interest in relation
      to Tax and no director or officer of any companies within the Target Group
      has paid or become liable to pay any fine, penalty, surcharge or interest
      in relation to Tax in connection with, or relating in any way to, the
      business or affairs of the companies within the Target Group.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.7  | RBIPL and RBL have never been resident for Tax purposes
      in any jurisdiction other than Hong Kong.                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.8  | RBIPL and RBL carry on activities which are a trade or
      business for the purposes of Hong Kong Tax and has not ceased and will not
      as a result of any agreement entered into on or before Completion cease to
      carry on such activities.                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.9  | RBIPL and RBL have never carried on a trade or business
      for Tax purposes other than the trade or business which they will be
      carrying on at Completion.                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.10 | No rents, interest, annual payments, emoluments or other
      sums of an income nature paid or payable by RBIPL and RBL or which RBIPL
      and RBL are under obligations to pay in the future are or (under the law
      as presently in force) may be wholly or partially disallowable as
      deductions or charges in computing profits or against profits for Tax
      purposes.                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.11 | No payments, expenses or other distributions in respect
      of management or consulting charges paid or payable by RBIPL or RBL may be
      wholly or partially disallowable as deductions or charges in computing
      profits or against profits for Tax purposes.                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.12 | Except as disclosed in the Disclosure Letter, no
      charitable donations or similar expenses paid or payable by RBIPL and RBL
      may be wholly or partially disallowable as deductions or charges in
      computing profits or against profits for Tax purposes.                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.13 | Except as disclosed in the Disclosure Letter, no payments
      in respect of or by reference to the employment or engagement of any
      officer, manager, consultant, independent contractor or employee of RBIPL
      or RBL on or prior to the date hereof is subject to Tax that has not been
      paid by RBIPL or RBL or otherwise reserved for in the Management
      Accounts.                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.14 | Except as disclosed in the Disclosure Letter, RBIPL and
      RBL are not subject to any Tax Liability that arises as a result of RBIPL
      or RBL being deemed by any local, municipal, regional, urban,
      governmental, state, federal or other body in the PRC to have established
      a permanent establishment in the PRC prior to Completion.                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.15 | Full details of all unrelieved Tax losses, management
      expenses, or charges on income available to RBIPL and RBL are set out in
      the Disclosure Letter.                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.16 | No act or transaction has been or will, on or before
      Completion, be effected by RBIPL or RBL, the Vendor or any other person
      (including the sale of the Sale Shares), in consequence of which RBIPL or
      RBL is or may be held liable for Tax primarily chargeable against some
      other person.                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.17 | RBIPL and RBL have made all deductions and withholdings
      in respect, or on account, of any Tax from any payments made by it which
      it is obliged or entitled to make and has duly accounted in full to the
      appropriate authority for all amounts so deducted or
  withheld.                                                                                                                                                                                                                                  

37

---

|3.18 | RBIPL and RBL are not under any obligation to make any
      payment of interest or any annual payment for which no relief will be
      received, whether as a deduction or otherwise, for Tax purposes and no
      such payments have been made since the Accounting Date.                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.19 | Except as disclosed in the Disclosure Letter, RBIPL and
      RBL have not entered into or been engaged in or been a party to any
      transaction which is artificial or fictitious or any transaction or series
      of transactions or scheme or arrangement of which the main or dominant
      purpose or one of the main or dominant purposes was the avoidance or
      deferral of or reduction in the liability to Tax of RBIPL or
RBL.                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.20 | Within the prior period of seven years RBIPL and RBL have
      not done nor have omitted to do nor agreed to do nor permitted to be done
      any act nor has it suffered any occurrence as a result of which any
      balancing charge or depreciation recapture has arisen or may arise under
      Part VI of the Inland Revenue Ordinance.                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.21 | All assets are correctly shown in the Accounts as current
      assets or fixed assets and any property under development is held and
      shown in the Accounts as fixed assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.22 | On a disposal of all of its assets by RBIPL or RBL for a
      consideration equal to the value attributed to that asset in preparing the
      Accounts or a consideration equal to the actual consideration given for
      the acquisition then (in the case of each asset so owned) the liability to
      Tax (if any) which would be incurred by RBIPL or RBL would not exceed the
      amount (if any) taken into account in respect of that asset in computing
      the liability of RBIPL or RBL to deferred Tax as stated in the Accounts
      and (in the case of assets so acquired) no Tax liability would be incurred
      by RBIPL or RBL in respect of that asset.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.23 | No scheme has been effected and no arrangements have been
      made whereby the value of any asset of RBIPL or RBL has been materially
      reduced and on a disposal thereof liability to Tax might arise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.24 | Within the prior period of seven years RBIPL and RBL are
      not or have not been liable to Tax in any jurisdiction other than Hong
      Kong.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.25 | All remuneration, compensation payments, payments on
      retirement or removal from an office or employment and other sums paid or
      payable to employees or officers or former employees or officers of RBIPL
      and RBL and all interest, annuities, royalties, rent and other annual
      payments paid or payable by RBIPL and RBL (whether before or after the
      date hereof) pursuant to any obligation in existence at the date hereof
      are and will (on the basis of the taxation legislation in force at the
      date hereof) be deductible for Tax purposes in computing the profits of
      RBIPL and RBL.                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.26 | All documents to which RBIPL and RBL are a party or which
      form part of RBIPL or RBLs title to any asset or in the enforcement of
      which RBIPL or RBL is or may be interested which are subject to stamp or
      similar duty have been duly stamped and, where appropriate or necessary,
      adjudicated.                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.27 | RBIPL and RBL have not entered into a transaction within
      the prior period of two years in relation to which relief has been claimed
      pursuant to Section 45 of the Stamp Duty Ordinance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.28 | The information given by RBIPL and RBL to the Customs and
      Excise Department and all other authorities (whether of Hong Kong or
      otherwise) in connection with the import or export of any goods was when
      given true and accurate and RBIPL and RBL has complied with all
      legislation, regulations, orders, directions or conditions (whether of
      Hong Kong or otherwise) relating to the import and export of goods and to
      all customs and excise matters, and all customs duties and tariffs payable
  by RBIPL and RBL have been paid in full within the applicable time limits.                                                                  

38

---

|3.29 | The books and records of RBIPL and RBL accurately present
      and reflect in accordance with generally accepted accounting principles
      and standards within RBIPL and RBLs jurisdiction of incorporation all
      transactions entered into by RBIPL and RBL or to which they have been a
      party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.30 | RBIPL and RBL have complied in full with all its
      reporting obligations to the Inland Revenue Department or other relevant
      Tax authority in connection with benefits provided for any director or
      employee or deemed employee or to any company with which it has contracted
      for the provision of the services of any individual to RBIPL or
  RBL.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.   | RBIPL and RBL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.1  | RBIPL and RBL have been duly incorporated and is validly
      existing and no order has been made or petition presented or resolution
      passed for the winding up of RBIPL and RBL and no distress, execution or
      other process has been levied on any of their assets. RBIPL and RBL are
      not insolvent nor unable to pay their debts for the purposes of Section
      178 of the Companies Ordinance, no receiver or receiver and manager has
      been appointed by any person of its business or assets or any part
      thereof, no power to make any such appointment has arisen, RBIPL and RBL
      have taken no steps to enter liquidation and there are no grounds on which
      a petition or application could be based for the winding up or appointment
      of a receiver of RBIPL or RBL.                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.2  | The Vendor is the beneficial owner of the Sale Shares
      specified in Schedule 4, free and clear of any lien, charge, option, right
      of pre-emption or other encumbrance or third party right whatsoever and
      RBIPL and RBL have not exercised any lien over any of its issued shares
      and there is no outstanding call on any of the Sale Shares all of the Sale
      Shares are fully paid. Immediately following the Completion and giving
      effect to the transactions contemplated in this Agreement, the Purchaser
      or its designee(s) will be the beneficial owner of the Sale Shares, free
      and clear of any lien, charge, option, right of pre-emption or other
      encumbrance or third party right whatsoever. This Agreement has been duly
      authorized, executed and delivered by the Vendor and is enforceable
      against the Vendor in accordance with its terms.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.3  | The Sale Shares constitute all the issued shares in the
      capital of RBIPL and RBL, and there are no options or other agreements
      outstanding which call for the issue of, or accord to any person the right
      to call for the issue of, any shares in the capital of RBIPL or RBL or the
      right to require the creation of any mortgage, charge, pledge, lien or
      other security or encumbrance over any of the Sale Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.4  | RBIPL has no and never has had any subsidiary or shares
      in or stock of, or other ownership or membership interests in, any company
      and RBIPL has never been a director or other officer of any other
      company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.5  | RBL has no and never has had any subsidiary or shares in
      or stock of, or other ownership or membership interests in, any company
      except JRBL and RBL has never been a director or other officer of any
      other company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.6  | The Shareholders Loans constitute all the outstanding
      loan advanced by the Vendor to RBIPL and RBL as 31stMarch,
      2010. Immediately following the Completion and giving effect to the
      transactions contemplated in this Agreement, the Purchaser or its
      designee(s) will be the beneficial owner of the Shareholders Loans, free
      and clear of any lien, charge, option, right of pre-emption or other
      encumbrance or third party right whatsoever. Any other or further sums
      that are being advanced by the Vendor to RBIPL and RBL or any other
      members of the Target Group between 31stMarch, 2010 and the
      date of Completion will be irrevocably and absolutely waived by the Vendor under the Deed of
      Assignment at and upon Completion.                                                                                                                 

39

---

|4.7  | RBL and RBIPL have obtained all requisite business and
      production licenses, regulatory approvals and consents to carry out their
      respective businesses and productions and neither of them has been the
      subject or any investigations or enquiries by any government agencies or
      law enforcement bodies relating to any breaches or non-compliance of any
      conditions of its business or production licences, approvals or consents,
      laws, rules or regulations and there does not exists any circumstances
      that may render or lead to the revocation or suspension of any of its
      business or production licences, regulatory approvals and consents
      whatsoever.                                                                                         
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.8  | RBIPL and RBL do not have and have never had any place of
      business or branch or permanent establishment outside its jurisdiction of
      incorporation, nor has it carried on any trading activities outside such
      jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.9  | RBIPL and RBL have never reduced, repaid, redeemed or
      purchased any of its share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.10 | The copies of the Memorandum and Articles of Association
      of RBIPL and RBL which are attached to the Disclosure Letter are accurate
      and complete in all respects and have attached to them copies of all
      resolutions and agreements which are required to be so attached. RBIPL and
      RBL have complied with its Memorandum and Articles of Association in all
      respects, have full power, authority and legal right to own its assets and
      carry on its business and none of the activities, agreements, commitments
      or rights of RBIPL or RBL are ultra vires or unauthorised.                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.11 | The Register of Members and all other statutory books of
      RBIPL and RBL are attached to the Disclosure Letter and are up to date and
      contain true, full and accurate records of all matters required to be
      dealt with therein and RBIPL and RBL have not received any notice of any
      application or intended application under the Companies Ordinance for
      rectification of RBIPL and RBLs register and all annual or other returns
      required to be filed with the Companies Registry have been properly filed
      within any applicable time limit and all legal requirements relating to
      the issue of shares and other securities by RBIPL and RBL have been
      complied with.                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.12 | RBIPL and RBL have not been a party to or involved in any
      share for share exchange nor any scheme of reorganisation, reconstruction
      or amalgamation such as are mentioned in Sections 166 or 167 of the
      Companies Ordinance or are of an equivalent nature or type.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.   | JRBL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.1  | JRBL has been duly incorporated and is validly existing
      and no order has been made or petition presented or resolution passed for
      the winding up of JRBL and no distress, execution or other process has
      been levied on any of its assets. JRBL is not insolvent nor unable to pay
      their debts for the purposes of any laws or regulations of the PRC, no
      receiver or receiver and manager has been appointed by any person of its
      business or assets or any part thereof, no power to make any such
      appointment has arisen, JRBL has taken no steps to enter liquidation and
      there are no grounds on which a petition or application could be based for
      the winding up or appointment of a receiver of JRBL.                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.2  | RBL is the beneficial owner of all the shares and equity
      interest of JRBL, free and clear of any lien, charge, option, right of
      pre-emption or other encumbrance or third party right whatsoever and JRBL
      has exercised any lien over any of its shares and equity interest and
      there is no outstanding call on any of its shares and equity interest and
      all of the its shares and equity interest are fully paid. Immediately
      following the Completion and giving effect to the transactions
      contemplated in this Agreement, RBL will remain the legal and beneficial
      owner of all the shares an equity interest of JRBL, free and
      clear of any lien, charge, option, right of pre-emption or other
      encumbrance or third party right whatsoever.

40

---

|5.3  | The shares and equity interest owned by RBL in the
      capital of JRBL is at the date of the Agreement and shall at Completion
      constitute the entire issued shares and equity capital of JRBL, and there
      are no options or other agreements outstanding which call for the issue
      of, or accord to any person the right to call for the issue of, any shares
      or equity interest in the capital of JRBL or the right to require the
      creation of any mortgage, charge, pledge, lien or other security or
      encumbrance over any of JRBLs shares and equity interest.                                                                                                                                        
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.4  | JRBL has no and never has had any subsidiary or shares in
      or stock of, or other ownership or membership interests in, any company
      and JRBL has never been a director or other officer of any other
      company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.5  | JRBL has obtained all requisite business and production
      licenses, regulatory approvals and consents to carry out its businesses
      and productions and has never been the subject or any investigations or
      enquiries by any government agencies or law enforcement bodies relating to
      any breaches or non-compliance of any conditions of its business or
      production licences, approvals or consents, laws, rules or regulations and
      there does not exists any circumstances that may render or lead to the
      revocation or suspension of any of its business or production licences,
      regulatory approvals and consents whatsoever.                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.6  | JRBL does not have and has never had any place of
      business or branch or permanent establishment outside its jurisdiction of
      incorporation, nor has it carried on any trading activities outside such
      jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.7  | JRBL has never reduced, repaid, redeemed or purchased any
      of its share capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.8  | The copy of the Memorandum and Articles of Association of
      JRBL which is attached to the Disclosure Letter are accurate and complete
      in all respects and has attached to it copies of all resolutions and
      agreements which are required to be so attached. JRBL has complied with
      its Memorandum and Articles of Association in all respects, have full
      power, authority and legal right to own its assets and carry on its
      business and none of the activities, agreements, commitments or rights of
      JRBL is ultra vires or unauthorised.                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.9  | All statutory books and records of JRBL are attached to
      the Disclosure Letter and are up to date and contain true, full and
      accurate records of all matters required to be dealt with
  therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.10 | JRBL has not been a party to or involved in any share for
      share exchange nor any scheme of reorganisation, reconstruction or
      amalgamation of any nature or type under the laws and regulations of the
      PRC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.   | Trading and General Commercial
    Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.1  | The Target Group has good and marketable title to all
      such assets as are necessary to enable it properly to conduct their
      business as such business have been conducted prior to the date hereof.
      All such assets are free from any liens, mortgages, charges, encumbrances
      or other third party rights.                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.2  | The fixed and loose plant, machinery, furniture, fixtures
      and fittings, equipment and vehicles and other tangible assets used in
      connection with the business of the Target Group and all other fixed
      assets referred to in the Accounts and any additions thereto made since
      the Accounting Date are the sole and absolute property of and held by the
      Target Group free from any liens, mortgages, charges, encumbrances, hire
      or hire purchase agreements, credit sale agreements or agreements for
      payment on deferred terms or bills of sale and the Target
  Group has good and marketable title thereto and all such assets
  are in the possession or under the control of the Target Group.

41

---

|6.3 | The Disclosure Letter lists the material terms of all
      material written contracts, agreements, arrangements, deeds, mortgages,
      licenses, indentures, notes, bonds, sales orders and purchase orders to
      which the Target Group is a party or by which the Target Group or any of
      its assets is bound on the date hereof. The Target Group has heretofore
      made available to the Purchaser or Purchasers Solicitors a true and
      complete copy of each of the material written contracts, agreements,
      arrangements, deeds, mortgages, licenses, indentures, notes, bonds, sales
      orders and purchase orders to which the Target Group is a party or by
      which the Target Group or any of its assets is bound on the date hereof.
      The Target Group has not entered into any oral contracts which are
      currently in force, the obligations of which or the breach of which by any
      party could result in damages, which will, in the aggregate, exceed a
      cumulative amount of HK$50,000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.4 | The Target Group is not a party to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 6.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 6.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 6.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 6.4.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 6.4.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 6.4.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 6.4.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 6.4.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.5 | To the knowledge of the Vendor, there are no contracts or
      obligations, agreements, arrangements or concerted practices to which the
      Target Group is a party or by which the Target Group or any of its assets
      is bound, and there are no practices in which the Target Group is engaged,
      which are void, illegal, unenforceable, registrable or notifiable under or
      which contravene any laws or regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.6 | With respect to each material contract, commitment,
      arrangement, understanding, tender and bid to which the Target Group is
      party or by which it is bound:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 6.6.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 6.6.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

42

---

|     | 6.6.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the Target Group is under no obligation which cannot
      readily be fulfilled, performed or discharged by it on time and without
      undue or unusual expenditure or effort;                                                                                                              
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|     | 6.6.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the Target Group has the technical and other capabilities
      and the human and material resources to enable it to fulfil, perform and
      discharge all its outstanding obligations in the ordinary course of
      business and without realising a loss on completion of
  performance;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|     | 6.6.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | there are no grounds for rescission, avoidance,
      repudiation or termination and the Target Group has not received any
      notice of termination; and                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|     | 6.6.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | none of the other parties thereto is in default
      thereunder, and no event has occurred which, with the giving of notice or
      passage of time, may constitute a default thereunder by any other party
      thereto.                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|6.7  | Except in the ordinary course of business no tender,
      quotation or offer issued by the Target Group and still outstanding is or
      will be capable of giving rise to a material contract merely by an order
      acceptance or other action by another party.                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|6.8  | No act or transaction has been effected by the Target
      Group or the Vendor including the sale of the Sale Shares in consequence
      of which:                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|     | 6.8.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the Target Group is or may be liable to:                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 6.8.1.1                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 6.8.1.2                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 6.8.1.3                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|     | 6.8.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | any grant for which application has been made by it will
      or may not be paid or will or may be reduced pursuant to the present
      practice of the appropriate authority.                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|6.9  | The Disclosure Letter sets out full and accurate details
      of each bank, deposit taking company or other similar institution, account
      or safety deposit box maintained by the Target Group including the name
      and address of each such bank, deposit taking company or other institution
      and the names of all persons authorised to draw thereon or have access
      thereto.                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|6.10 | All amounts received by the Target Group have been
      deposited with one or other of such banks, deposit taking companies or
      other similar institutions and appear in the appropriate accounting
      books.                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                               
|6.11 | There are no loans, guarantees, pledges, mortgages,
      charges, liens, debentures, encumbrances or unusual liabilities given,
      made or incurred by or on behalf of the Target Group (and, in particular
      but without limiting the foregoing, no loans have been made by or on
      behalf of the Target Group to any directors or shareholders of the Target
      Group) and no person has given any guarantee of or security for any
      overdraft, loan or loan facility granted to the
Target Group.

43

---

|6.12 | The execution, delivery and performance of this Agreement
      will not result in the breach, cancellation or termination of any of the
      terms or conditions of or constitute a default under any material
      agreement, commitment or other instrument to which the Target Group is a
      party or by which the Target Group or its property or assets may be bound
      or affected or result in the acceleration of any obligation under any loan
      agreement or violate any law or any rule or regulation of any
      administrative agency or governmental body or any order, writ, injunction
      or decree of any court, administrative agency or governmental body
      affecting the Target Group.                                                                                                                                                                                                                                                                                                                                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.13 | There are no material agreements concerning the Target
      Group which can be terminated or which have been terminated or under which
      the rights of any person are liable to be materially adversely affected as
      a result of a change in control of the Target Group or in the composition
      of the Board of Directors of the Target Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.14 | To the knowledge of the Vendor, there are no
      circumstances whereby, following a change in the control of any company
      within the Target Group or in the composition of the Board of Directors of
      any company within the Target Group, any of the material suppliers to or
      on behalf of that company with the Target Group would cease to remain as
      suppliers to the same extent and of the same nature as prior to the date
      hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.15 | To the knowledge of the Vendor, no services provided by
      the Target Group prior to the date hereof have been provided in a
      negligent manner or in any other manner which would entitle the recipient
      of such services to claim damages against the Target Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.16 | The Target Group has no liabilities except liabilities
      arising in the ordinary course of business under contracts for service,
      purchase orders, supply contracts or sale contracts, nor does it have any
      other liabilities direct or indirect, absolute or contingent, not required
      by generally accepted accounting principles to be referred to in the
      Accounts and the Target Group is not owed any moneys other than trade
      debts, cash at bank and petty cash on hand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.17 | The companies within the Target Group have no material
      capital commitments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.18 | No companies within the Target Group is not the subject
      of any official investigation or inquiry and to the knowledge of the
      Vendor, there are no facts which are likely to give rise to any such
      investigation or inquiry.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.19 | All companies within the Target Group have at all times
      carried on its business in compliance with all applicable laws and
      regulations. To the knowledge of the Vendor, neither the Target Group, nor
      any of its directors, officers, employees or agents in relation to the
      Target Group, has committed any criminal offence or any tort or any breach
      of the requirements or conditions of any statute, treaty, regulation,
      bye-law or other obligation relating to the Target Group or the carrying
      on of its business and without prejudice to the generality of the
      foregoing the Target Group has obtained all registrations, licences and
      consents necessary to own its assets and for the carrying on of its
      business, and all such registrations, licences and consents are valid and
      subsisting and to the knowledge of the Vendor, there is no reason why any
      of them should be suspended, cancelled or revoked (whether as a result of
      the sale and purchase of the Sale Shares pursuant to this Agreement or
      otherwise).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.20 | The Target Group has given no powers of attorney and no
      other authority express, implied or ostensible which is still outstanding
      or effective to any person to enter into any contract or commitment to do
      anything on its behalf other than the authority of employees to enter into
      routine trading contracts in the normal course of their
  duties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

44

---

|6.21 | The Target Group does not carry on business under any
      name other than its own.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.22 | No person is entitled to receive from the Target Group
      any finders fee, brokerage or commission in connection with this
      Agreement or anything contained in it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.23 | The Target Group does not have any of its records,
      systems, controls, data or information recorded, stored, maintained,
      operated or otherwise wholly or partly dependent on or held by any means
      (including any electronic, mechanical or photographic process whether
      computerised or not) which (including all means of access thereto and
      therefrom) are not under the exclusive ownership and direct control of the
      Target Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.24 | To the knowledge of the Vendor, the Target Group has
      received no complaint or notice of investigation initiated by the Privacy
      Commissioner under the Personal Data (Privacy) Ordinance (PDPO)
      and the Vendor is not aware of any action being initiated pursuant to the
      PDPO.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.25 | No act or transaction has been effected by or on behalf
      of the Target Group (or by or on behalf of the Vendor (or any director,
      officer, employee or agent of, or any other person in any way connected
      with the Vendor)) involving the offering, making or authorising of any
      payment or gift, or the giving of, or promising to give, anything of
      value, directly or indirectly, to any government official, political
      party, party official or candidate for political office for the purpose of
      influencing the recipient in its or its official capacity in order to
      obtain business, retain business or direct business to the Target Group or
      any other person or firm or for any other purpose in connection with or in
      any way whatsoever related to the business of the Target Group or persons
      for whom the Target Group has acted as a buying agent.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.26 | There is no transaction to which the Target Group is or
      has been a party which may give rise to a claim for setting aside under
      the Companies Ordinance or otherwise howsoever.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.   | Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.1  | The Target Group does not and has never owned any real
      property. The Target Group does not occupy or use any land, building or
      premises nor does it have any estate, interest, right or title in land,
      building or premises other than the Current Properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.2  | In this paragraph 7 unless the context otherwise
      requires:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 7.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 7.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 7.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 7.2.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

45

---

|     | 7.2.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Occupancy Rightsinclude any right to use,
      possess or occupy any of the Current Properties, granted by the Target
      Group or its predecessors in title or otherwise acquired or in the course
      of being acquired;
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|     | 7.2.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Rightsinclude any easement, way leave, licence,
      quasi-easement, privilege, contractual right or other rights of a similar
      nature;                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|     | 7.2.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Utilityincludes provision for sewage disposal,
      water, electricity, gas, television, telecommunications and information
      and Utilities shall be construed accordingly;                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|7.3  | Any reference to the Current Properties shall (as
      appropriate) be deemed to include reference to each of them and each and
      every part of them.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|7.4  | The Current Properties comprise all the land, buildings
      and premises currently occupied or used by the Target Group or in respect
      of which the Target Group has any estate, interest, right or title and the
      descriptions of the Current Properties set out in Schedule 5 are in all
      material respects correct and not misleading.                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|7.5  | The Target Group has exclusive and unfettered possession
      and occupation of the Current Properties and there are no Occupancy Rights
      in favour of third parties affecting them except any disclosed in Schedule
      5.                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|7.6  | All Obligations to which the Current Properties are
      subject have been observed and performed in all material respects and to
      the knowledge of the Vendor there are no circumstances which could give
      rise to the restriction or termination of the continued possession,
      occupation, use or enjoyment of the Current Properties or to any
      Liabilities whatever.                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|7.7  | All Obligations from which the Current Properties benefit
      have been observed and performed and no breach of such Obligations has
      been waived or acquiesced in.                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|7.8  | To the knowledge of the Vendor, there are no outstanding
      claims, disputes, complaints, notices, orders or proceedings relating to
      or affecting the Current Properties or which have given or might give rise
      to any Liabilities.                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|7.9  | All laws, statutes and subsidiary legislation relating to
      the use of the Current Properties by the Target Group, the employment of
      persons by the Target Group or the use or storage of machinery, materials,
      consumables or chattels by the Target Group in the Current Properties have
      been complied with in all material respects and all consents, licences or
      permits required thereunder have been obtained and any conditions or
      restrictions imposed by such consents, licences or permits have been
      observed and performed in all material respects.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|7.10 | No demolition, development or construction work has been
      carried out by the Target Group in relation to the Current Properties
      which would require any consent under the Development Control Laws or the
      relevant Government land grant without such consent having been properly
      obtained and any conditions or restrictions imposed upon the giving of
      such consent have been observed and performed in all material
    respects.                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                  
|7.11 | Except as disclosed in the Disclosure Letter, the Target
      Group has not entered into any agreements with any Utility authority or
      company for the supply to or discharge from the Current Properties of any
      Utility or for mains or other equipment laying and has not deposited any
      money with any such authority or company as security
  therefor.                                                                                                                                                                                                                           

46

---

|7.12 | The Occupancy Documents are on terms negotiated at arms
      length and the rent and fees are as disclosed in the relevant Occupancy
      Documents.                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.13 | All rent, fees and other payments due under the Occupancy
      Documents or in respect of any Occupancy Rights have been or will have
      been promptly paid as at the date of this Agreement and as of the
      Completion Date, and no such rent, fees or other payments have been
      commuted, waived or paid more than monthly in advance.                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.14 | Copies of all of the Occupancy Documents have been
      supplied to the Purchaser or the Advisors and are true and complete and
      details of the terms of any subsisting oral Occupancy Rights or Occupancy
      Rights subsisting by reason of conduct have been supplied to the Purchaser
      and are true and complete and do not contain any unusual provisions and no
      collateral assurances, undertakings, concessions or agreements for
      surrender have been made by any party to any Occupancy Documents or
      Occupancy Rights.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.15 | The Target Group has not at any time assigned or
      otherwise disposed of any estate, interest, right or title in or to any
      land, building or premises in respect of which it has or may have
      continuing Obligations or Liabilities.                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.16 | The Target Group is not the guarantor of any other
      partys Obligations or Liabilities under any document creating or
      disposing of any estate, interest, right or title in or to any land,
      building or premises.                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.17 | Policies of insurance relating to any Liabilities of the
      Target Group to third parties deriving in any way from the Current
      Properties or their use have been effected by the Target Group, are
      current and valid, cover the reasonably foreseeable Liability of the
      Target Group and are not subject to any special or unusual terms or
      restrictions or to the payment of any premia in excess of the normal rate
      for policies of the same kind.                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.18 | The Leases of each of the Current Properties are properly
      completed and stamped and are in the possession and under the control of
      the Target Group.                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.19 | To the knowledge of the Vendor all necessary consents for
      the grant of the Leases were obtained before such grant.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.20 | The Leases are not subject to any options or rights of
      pre-emption or first refusal in favour of any third parties. All Leases
      relating to personal property are in full force and effect and the Target
      Group is not aware of any breach of any terms of any such
Leases.                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.21 | Where the Target Group is responsible for maintaining
      insurance of the Current Properties, the policy conforms in all material
      respects with the requirements of the relevant Leases.                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.22 | Policies of insurance relating to the interior of the
      Current Properties and their fixtures, fittings and contents have been
      effected by the Target Group, are current and valid, cover the full
      reinstatement value thereof and are not subject to any special or unusual
      terms or restrictions or to the payment of any premia in excess of the
      normal rate for policies of the same kind.                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8.   | Environmental Issues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8.1  | The Target Group is currently complying with all
      Environmental Laws and has at all times complied with all Environmental
      Laws.                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.   | Confidential Information and Intellectual
      Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

47

---

|     | 9.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | In this paragraph 9.1 Confidential Informationmeans all know-how, lists of customers or suppliers or other persons
      engaged or solicited by the Target Group in its capacity as a commissioned
      buying agent, trade secrets, technical processes or other confidential
      information belonging to the Target Group or to any third party.                                                                                                                                                                                                                                                                                                                                    
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | 9.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | To the best of the Vendors knowledge and belief, the
      Target Group does not use any processes and is not engaged in any
      activities which involve the misuse of any Confidential Information
      belonging to any third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | 9.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | To the best of the Vendors knowledge and belief, all
      agreements and/or arrangements under which Confidential Information
      belonging to any third party is made available to the Target Group are set
      out in the Disclosure Letter and the Target Group is not in breach of any
      such agreement or arrangement and is not aware of the existence of any
      circumstances under which its right to use such Confidential Information
      may be terminated.                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | 9.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | To the best of the Vendors knowledge and belief, the
      Target Group is not aware of any actual or alleged misuse by any person of
      any of its Confidential Information. The Target Group has not disclosed to
      any person any of its Confidential Information except where such
      disclosure was properly made in the normal course of the Target Groups
      business and was made subject to an agreement under which the recipient is
      obliged to maintain the confidentiality of such Confidential Information
      and is restrained from further disclosing it or using it other than for
      the purposes for which it was disclosed by the Target Group.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.2  | All Intellectual Property used in the business or
      businesses of the Target Group, if any, is used by the Target Group in
      accordance with the terms of a current licence from the owner of that
      Intellectual Property (Licensed IP).                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.3  | RBIPL is the registered and beneficial owner of all the
      RBIPL IP Rights specified in Schedule 12. free and clear of any lien,
      charge, mortgage or other encumbrance or third party right whatsoever
    .                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.4  | RBL does not own any registered Intellectual
    Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.5  | The Target Group has not breached and is not aware of any
      allegation of breach of Licensed IP, if any, during the period of six
      years prior to Completion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.  | Computer Systems and Software                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.1 | In this paragraph 10, the expression the Softwaremeans all computer programs and software used or supplied in or in
      connection with the business of the Target Group (whether owned by the
      Target Group, licensed to the Target Group by a third party or
      sub-licensed by the Target Group pursuant to a licence agreement from a
      third party).                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.2 | The Target Group is entitled to use the Software.
      Immediately following the consummation of the transactions contemplated
      pursuant to this Agreement, the Target Group will retain all right, title
      and interest in and to the use of the Software.                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10.3 | The Target Group has not at any time had any dispute with
      any person relating to proprietary or other rights in or to the Software.
      All licences relating to the Software granted to the Target Group are in
      full force and effect and the Target Group is not aware of any breach of
      any terms of any such licences. The Target Group has never granted to a
      third party a licence to use the Software, and to the best of the Vendors
      knowledge and belief, the Target Group has on the termination of any license granted to it either
      returned or destroyed all copies of the Software in its possession,
  custody or control.

48

---

|10.4 | The execution, delivery and performance of this Agreement
      will not result in the breach, cancellation or termination of any of the
      terms or conditions (including any acceleration or increase in any
      obligations thereunder) of or constitute a default under any licence
      relating to the Software granted to the Target Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.  | Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.1 | The Disclosure Letter sets forth a list of all liability
      (including public liability, third party liability and automobile
      liability), workers compensation, property and other policies by which
      the Target Group has been insured at any time during the three years
      preceding the date of this Agreement. True and correct copies of all such
      insurance policies have been made available to the Purchaser or the
      Purchasers Solicitors. Such list includes the type of policy, form of
      coverage, policy number and insurer, coverage dates, named insured, limit
      of liability, deductible and a history of all claims made by or on behalf
      of the Target Group under any such policy during the three years preceding
      the date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.2 | All existing insurance polices of the Target Group are as
      disclosed in the Disclosure Letter. Except as disclosed in the Disclosure
      Letter, the Target Group has at all times been adequately covered against
      accident, third party, public liability, and other risks normally covered
      by insurance and nothing has been done or omitted to be done by or on
      behalf of the Target Group which would make any policy of insurance void
      or voidable or enable the insurers to avoid the same and the Vendor is not
      aware of any circumstances likely to give rise to a claim under any such
      policy or result in an increased rate of premium.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.3 | All information furnished in obtaining or renewing the
      insurance policies of the Target Group was correct, full and accurate when
      given and any change in that information required to be given was
      correctly given. The Target Group is not in default under any of these
      policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11.4 | The Target Group has not suffered any uninsured losses
      nor waived any rights of material or substantial value or, except as
      contemplated pursuant to this Agreement, allowed any insurances to
      lapse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.  | Litigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.1 | Neither the Target Group nor any person for whose acts or
      defaults the Target Group may be vicariously liable is engaged whether as
      plaintiff or defendant or otherwise in any civil, criminal or arbitration
      proceedings or any proceedings before any tribunal (save for debt
      collection by the Target Group in the ordinary course of business) and to
      the best of the Vendors knowledge and belief, there are no proceedings
      threatened or pending against the Target Group including proceedings in
      respect whereof the Target Group is liable to indemnify any party
      concerned therein and in particular but without prejudice to the
      generality of the foregoing the Target Group is not liable (other than
      contingently) to make any redundancy or severance or long service payment
      to any person (except as disclosed in the Accounts, the Management
      Accounts or in the Disclosure Letter) or pay any other compensation to any
      of its employees and there are no facts which are likely to give rise to
      any litigation or proceedings. There are no unfulfilled or unsatisfied
      judgments or orders against the Target Group or any of its assets and
      there has been no delay by it in the payment of any obligation due for
      payment.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12.2 | The Disclosure Letter summarizes all threatened or actual
      civil, criminal and arbitration proceedings during the five years
      preceding the date of this Agreement in which the Target Group was a
      plaintiff or defendant or other party thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

49

---

|12.3 | Except as described in the Disclosure Letter and for
      those disputes that arise in the ordinary course of business following the
      execution of this Agreement but prior to the Completion, in any case which
      would not reasonably be expected to have a material adverse change in the
      financial condition or the position, prospects, assets or liabilities of
      the Target Group, there are no current disputes between the Target Group
      and any of its suppliers, employees or officers (or other persons engaged
      or solicited by the Target Group in its capacity as a commissioned buying
      agent) in relation to goods or services purchased or supplied, plant or
      machinery, duties or work or any loss, damage or injury resulting
      therefrom.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.  | Employment and Retirement Scheme
    Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.1 | RBL and RBIPL have never had any employee and they do not
      currently have any employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.2 | There has been no past and there is no existing or
      threatened or pending industrial or trade dispute involving the Target
      Group and any of its employees, there are no agreements or arrangements
      (whether oral or in writing or existing by reason of custom and practice)
      between the Target Group and any trade union or other employees
      representatives concerning or affecting the Target Groups employees and
      there are no trade unions or other employees representatives whom the
      Target Group recognises to any extent for collective bargaining
      purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.3 | The Target Group has neither given notice of any
      redundancies or lay offs nor started consultations with any independent
      trade union or employees representatives regarding redundancies, lay offs
      or dismissals within the period of one year prior to the date hereof. To
      the knowledge of the Vendor, no circumstances have arisen under which the
      Target Group is likely to be required to pay damages for wrongful
      dismissal, to make any statutory severance, redundancy or long service
      payment or to make or pay any compensation for unreasonable dismissal or
      to make any other payment under any employment protection legislation or
      to reinstate or re-engage any former employee. To the knowledge of the
      Vendor, no circumstances have arisen under which the Target Group is
      likely to be required to pay damages or compensation, or suffer any
      penalty or be required to take corrective action or be subject to any form
      of discipline under the Sex Discrimination Ordinance, the Disability
      Discrimination Ordinance, the Family Status Discrimination Ordinance or
      any other laws conferring protection against discrimination, harassment,
      victimisation or vilification by reason of age, gender, family
      circumstances, race, religion or disability in any jurisdiction. So far as
      the Target Group is aware, there are no current, pending or threatened
      claims of any type against it by any existing or former
  employees.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.4 | There are no existing service or other agreements or
      contracts between the Target Group and any of its directors or executives
      or employees which cannot be lawfully terminated by three calendar months
      notice or less without giving rise to any claim for damages or
      compensation other than a statutory redundancy or severance or long
      service payment, and the Target Group has complied with all its
      obligations under all ordinances, statutes and regulations, codes, orders
      and awards in connection with its employees and with all collective
      agreements with respect to trade unions or to employees of the Target
      Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.5 | The Disclosure Letter lists each officer, manager,
      consultant, independent contractor and employee employed or engaged by or
      on behalf of the Target Group and the material terms of such employment or
      engagement (including fees or compensation paid or payable, the term of
      employment or engagement, the duration of service, and a description of
      the services rendered by each such person) and such individuals are all of
      the individuals necessary for carrying on the Target Groups business or
      businesses as presently constituted. Except as set forth in the Disclosure
      Letter, no other person acts for, on behalf of or in the name of the
      Target Group or provides services, supervision or management to, or for
  the benefit of, the Target Group (if any).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

50

---

|13.6  | The Disclosure Letter summarizes the material terms
      (including the determination of amounts payable, payment date(s) and
      approval requirements by officers or directors of the Target Group) of all
      schemes or arrangements for the payment of bonuses to all employees (if
      any). The Disclosure Letter summarizes all policies and practices of the
      Target Group with respect to performance reviews and reviews of
      compensation and fees (including increases thereof) for officers,
      managers, consultants, independent contractors and employees employed or
      engaged by or on behalf of the Target Group (if any).                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.7  | The Target Group has at all relevant times complied with
      all its obligations under statute or otherwise concerning the health and
      safety at work of its employees, and to the knowledge of the Vendor, there
      are no claims capable of arising or threatened or pending by any employee
      or third party in respect of any accident or injury which are not fully
      covered by insurance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.8  | No term of employment or engagement of any officer,
      manager, consultant, independent contractor and employee of the Target
      Group provides that a change in control of the Target Group (however
      change of control may be defined, if at all) shall entitle such person to
      treat the change of control as amounting to a breach of the contract or
      entitling him to any payment or benefit whatsoever or entitling him to
      treat himself as redundant or otherwise dismissed or released from any
      obligation. No officer, manager, consultant, independent contractor or
      employee of the Target Group is entitled to, or has indicated to the
      Target Group or Vendor of any intention for or expectation with respect
      to, any increase in the fees or compensation paid by the Target Group
      (whether as a result of the sale of the Sale Shares or
  otherwise).                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.9  | The Target Group has no retirement schemes, retirement
      benefits, pension, provident, superannuation, share option, share
      incentive, life assurance, disability or similar schemes, arrangements or
      obligations for any employees or directors or former employees or
      directors of the Target Group or any of their spouses or dependants, and
      the Target Group has no obligation (whether legally binding or established
      by custom) to pay any pension, allowance or gratuity or make any other
      payment on termination of service, death or retirement or to make any
      payment for the purpose of providing any similar benefits to or in respect
      of any person who is now or has been an officer or employee of the Target
      Group or any spouse or dependant of any such person and is not a party to
      any scheme or arrangement having as its purpose or one of its purposes the
      making of such payments or the provision of such benefits. The Target
      Group has not announced any proposals to establish any such schemes,
      arrangements or obligations.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.10 | The Target Group has at all times complied with the
      requirements of the MPFS Ordinance and any requirements of the Mandatory
      Provident Fund Schemes Authority in respect of its relevant employees who
      are not exempted from the MPFS Ordinance. For this purpose, the term
      relevant employees shall have the meaning as given to it under the MPFS
      Ordinance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|13.11 | Except as disclosed in the Disclosure Letter, on or prior
      to the Completion Date, the Target Group has not participated in any
      occupational retirement scheme registered under the Occupational
      Retirement Schemes Ordinance (Chapter 426 of the Laws of Hong Kong) or any
      other mandatory provident funds schemes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.   | Arrangements with connected persons
    etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.1  | All amounts outstanding and appearing in the books of the
      Target Group as loan accounts or as due to directors or shareholders
      wholly represent money or moneys worth paid or transferred to the Target
      Group as the case may be or remuneration accrued due and payable for
      services rendered. All amounts outstanding between the Vendor and the
      Target Group are specifically disclosed in the
Accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

51

---

|14.2 | Except as disclosed in the Disclosure Letter, there is
      not outstanding and there has not at any time been outstanding any
      contract or arrangement to which the Target Group is a party and in which
      any of the Vendor or directors or officers of the Target Group is or has
      been interested, whether directly or indirectly, other than arms length
      service contracts and the Target Group is not a party to, nor have its
      profits or financial position at any time been adversely affected by, any
      contract or arrangement which is not of an entirely arms length nature;
      save as aforesaid or as disclosed in the Disclosure Letter, there are no
      agreements or understandings (whether legally enforceable or not) between
      the Target Group and any person who is a shareholder or the beneficial
      owner of any interest in the Target Group or any other company controlled
      by any such person relating to the management of the Target Groups
      business or the appointment or the removal of its directors or the
      ownership or transfer of ownership or the letting of any of its assets or
      the provision of finance, goods, services or other facilities to or by the
      Target Group or otherwise howsoever relating to the Target Group or its
      affairs.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|14.3 | Since the commencement of its operations, except as set
      forth in the Accounts or the Disclosure Letter, no payment or other
      consideration or the rendering of any service has been given by or on
      behalf of any Vendor (or any person connected with the Vendor) to any
      supplier (or other person engaged or solicited by the Target Group in its
      capacity as a commissioned buying agent) in connection with or in any way
      whatsoever related to the business of the Target Group (or the business of
      any person for whom the Target Group has served as a buying agent) and no
      payment or other consideration or the rendering of any service has been
      received by any Vendor (or any person connected with the Vendor) from any
      supplier (or other person engaged or solicited by the Target Group in its
      capacity as a commissioned buying agent) in connection with or in any way
      whatsoever related to the business of the Target Group.                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|14.4 | The Vendor (or any person connected with the Vendor) is
      not at the date hereof either individually or collectively or with any
      other person or persons engaged in any other business or concerned or
      interested in any way whatsoever in any other business of a similar nature
      to or directly competitive with that carried on by the Target
  Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15.  | Matters since the Accounting Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | Since the Accounting Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15.1 | there has been no interruption or alteration in the
      nature, scope or manner of the Target Groups business which business has
      been carried on lawfully and in the ordinary and usual course of business
      so as to maintain it as a going concern;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15.2 | there has been no material adverse change in the
      financial condition or the position, prospects, assets or liabilities of
      the said business or the Target Group as compared with the position
      disclosed by the Accounts and there has been no damage, destruction or
      loss (whether or not covered by insurance) affecting the said business or
      its assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15.3 | no material supplier (or other person engaged or
      solicited by the Target Group in its capacity as a commissioned buying
      agent) has:-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 15.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 15.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

52

---

|      | 15.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | indicated that it is likely to change substantially the
      terms upon which it is prepared to trade with or supply the Target Group
      or any person for whom the Target Group has served as a buying agent
      (other than normal price and minor changes).
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                     
|15.4  | the Target Group has continued to pay its creditors in
      the ordinary course of business and no unusual trade discounts or other
      special terms have been incorporated into any contract entered into by the
      Target Group;                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                     
|15.5  | the Target Group has not entered into or varied any
      contract or assumed any liability which is outside the ordinary or proper
      course of its business or which is long term, unusual or
onerous;                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                     
|15.6  | the Target Group has not entered into any capital
      commitment (whether by way of purchase, lease, hire purchase or
      otherwise);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                     
|15.7  | the Target Group has not, except in the ordinary course
      of business, acquired, sold, transferred or otherwise disposed of any
      assets of whatsoever nature;                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                     
|15.8  | except as disclosed in the Disclosure Letter, or in the
      ordinary course of business, the Target Group has not cancelled, waived,
      released or discontinued any rights, debts or claims;                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                     
|15.9  | the Target Group has not hired or dismissed any employee
      except in the ordinary course of business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                     
|15.10 | no resolutions have been passed by the Target Group and
      nothing has been done in the conduct or management of the affairs of the
      Target Group which would be likely to materially reduce the net asset
      value of the Target Group (except payments of charitable donations and
      distributions of dividends disclosed in the Disclosure Letter or in the
      Management Accounts);                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                     
|15.11 | the Target Group has not made any purchase or sale or
      introduced any method of management or operation in respect of the
      business, undertaking or assets of the Target Group except in a manner
      consistent with proper prior practice;                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                     
|15.12 | the Target Group has not incurred or become subject to
      any liability or obligation (absolute or contingent) except current
      liabilities and obligations, in each case incurred under contracts entered
      into in the ordinary course of business and consistent with past practice
      which do not materially increase the nature or amount of liabilities or
      obligations disclosed in the Accounts;                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                     
|15.13 | no material changes have occurred in the assets and
      liabilities (actual or contingent) shown in the Accounts and the Target
      Group has not discharged or satisfied any lien or encumbrance or any other
      obligation or liability (absolute or contingent) other than liabilities
      disclosed in the Accounts as at the Accounting Date and current
      liabilities incurred since the Accounting Date in the ordinary course of
      business;                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                     
|15.14 | the Target Group has not carried out or entered into any
      transaction and no other event has occurred in consequence of which
      (whether alone or together with any one or more transactions or events
      occurring before on or after the date hereof) any liability to Tax of the
      Target Group has arisen or will or may arise (or would have arisen or
      would or might arise but for the availability of any relief, allowance,
      deduction or credit) other than Tax on actual income or profits of the
      Target Group arising from transactions entered into in the ordinary course
      of business;
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                     
|15.15 | except as disclosed in the Disclosure Letter, no payment
      has been made by the Target Group which will not be deductible for Tax
      purposes either in computing the profits of the
Target Group or in computing the Tax chargeable on the Target
  Group; and                                                                                                                                                                                                                                                                                                                                                                    

53

---

|15.16 | no payment has been made by the Target Group to any of
      the Vendor (except compensation paid to officers and employees of the
      Target Group, as applicable, in the ordinary course of
business).                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16.   | Accuracy of Information Provided                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16.1  | All information contained in this Agreement (including
      the recitals) is true and accurate in all material respects and not
      misleading in any material respect.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16.2  | To the best knowledge and belief of the Vendor without
      independent inquiry and in the absence of gross negligence on the part of
      the Vendor, all information given to the Purchaser and the Advisors by the
      Vendor, the officers and employees of the Target Group, the Vendors
      professional advisers and the Target Groups advisers during the
      negotiations prior to this Agreement was when given and is at the date
      hereof true and accurate in all material respects.                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16.3  | All information contained in the Disclosure Letter is
      true and accurate in all material respects and fairly presented and there
      is no fact or matter which has not been disclosed in the Disclosure Letter
      which renders any such information materially untrue or misleading and
      there is no fact or matter concerning the Target Group and its business
      and affairs which has not on the basis of the utmost good faith been
      disclosed in the Disclosure Letter which would reasonably be expected to
      influence the decision of the Purchaser to proceed with the purchase of
      the Sale Shares on the terms of this Agreement.

[The space below on this page is intentionally left
blank]

54

---

SCHEDULE 10

RBIPL IP Rights

|   | Description of Mark | Class of Registration | Description of Registration                         
|-- | ------------------- | --------------------- | ----------------------------------------------------
|   |                     |                       |                                                     
|1. | ROOTS & Device    | Class 21              | US Trade Mark Registration
      No.3222538         
|   |                     |                       |                                                     
|2. | ROOTS & Device    | Class 21              | Swiss Trade Mark Registration
      No.548477       
|   |                     |                       |                                                     
|3. | ROOTS & Device    | Class 21              | Community Trade Mark
      Registration No.005083101
|   |                     |                       |                                                     
|4. | ROOTS & Device    | Class 21              | PRC Trade Mark No.5186925                           

55

---

SCHEDULE 11

Form of Distribution and Sales Agreement

Distribution and Sales Agreement

By and between:

WELL TALENT TECHNOLOGY LIMITEDa company incorporated
with limited liability in the British Virgin Islands with its registered office
atAkara Building, 24 De Castro Street, Wickams Cay 1, Road Town,, Tortola,
British Virgin Islands (hereinafter referred to as WELL TALENT)

and

BIOPACK ENVIRONMENTAL LIMITEDa company incorporated
with limited liability in Hong Kong with its registered office at Room 1302,
13thFloor, Enterprise Centre, Tsimshatsui, Kowloon, Hong Kong
(hereinafter referred to as BEL) on _______________, 2010 in Hong
Kong.

Preamble

WHEREAS WELL TALENT is manufacturing bio-degradable food
container and packaging products (the PRODUCTS)via its
subsidiaries.

WHEREAS BEL desires to obtain the sole sales distributor for
Europe, North America, Australia, Africa, South America and Hong Kong (the
TERRITORY) under the name ROOTS BIOPACK (RB) and be the solely
authorized representative in said jurisdictions for the PRODUCTS.

WHEREAS WELL TALENT will distribute directly into the TERRITORY
through BEL and try her best to prevent other distributors outside the TERRITORY
to sell within the TERRITORY.

WHEREAS WELL TALENT desires to grant BEL the sole authorized
representative to exclusively handle all sales enquiries in the TERRITORY. WELL
TALENT will channel all current and future sales and enquiries to BEL within the
TERRITORY.

WHEREAS both the Parties have agreed to set up the MOLD
OWNERSHIP scheme, where BEL shall own her exclusive set of molds (the
MOLDS) for manufacturing the PRODUCTS. These MOLDS are exclusive in terms
of the unique product design. WELL TALENT shall make the MOLDS on behalf of BEL
whilst BEL shall be responsible for all costs related to making the MOLDS. WELL
TALENT shall deliver the PRODUCTS made by the MOLDS of BEL within the TERRITORY
only. For products which Well Talent already produces, BEL shall bear no charges
for mould costs.

WHEREAS BEL shall primarily distribute the PRODUCTS within the
TERRITORY, however, there is no restriction for BEL to ship or deliver the
PRODUCTS, which are made by her exclusive molds, to regions outside the
TERRITORY.

WHEREAS BEL declares that it has the necessary organization and
strength to efficiently promote the sales of the PRODUCTS in the TERRITORY.

WHEREAS the Parties have agreed to formalize their cooperation
in this Agreement.

WHEREAS BEL shall be allowed to periodically discuss openly the
market situation in the TERRITORY and keep Well Talents updated on projects in
the TERRITORY.

56

---

WHEREAS BEL shall inform WELL TALENT on marketing and
promotional efforts in order to ensure that marketing investments are well
spent.

NOW THEREFORE the Parties in recognition of the foregoing and
in consideration of the mutual undertakings contained in this Agreement, agree
as follows.

Article 1

Definitions

Whenever used in this Agreement the following terms shall have
exclusively the following respective meanings set forth below:

|1.1 | PRODUCTS shall mean the bio-degradable Food container and
      packaging products of WELL TALENT.                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                             
|1.2 | TRADEMARK(S) shall mean the trademark(s) as listed in
      Annex 1.                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                             
|1.3 | ROOTS BIOPACK shall mean the entity that BEL shall use to
      represent WELL TALENT to distribute the PRODUCTS in the TERRITORY and
      shall exclusively handle all related sales enquires within the
      TERRITORY.                                                                                 
|    |                                                                                                                                                                                                                                                                                                             
|1.4 | TERRITORY shall mean Europe (Netherlands, Luxemburg,
      Belgium, the United Kingdom, Germany, Sweden, France, Spain, Italy,
      Finland, Denmark, Portugal, Austria, Czech Republic, Poland, Latvia,
      Lithuania and Hungary), North America, Australia, Africa, South America
      and Hong Kong.
|    |                                                                                                                                                                                                                                                                                                             
|1.5 | REGISTRATION shall mean all registrations and approvals
      by the competent national authorities which are necessary for the lawful
      marketing and sale of the PRODUCTS in the TERRITORY.                                                                                                           
|    |                                                                                                                                                                                                                                                                                                             
|1.6 | CONTRACT PERIOD shall be the period starting from the
      date of signing this Agreement, as the case may be, and ending 12 months
      thereafter.                                                                                                                                                      

Article 2

BELs Rights and Exclusivity

|2.1 | Subject to the terms and conditions set forth in this
      Agreement, WELL TALENT hereby grants BEL the exclusive right to market
      distribute and sell the PRODUCTS in the TERRITORY. However, WELL TALENT
      shall notify all its relevant agents, clients and/or distributors who are
      dealing outside the TERRITORY that BEL has been appointed as the sole and
      exclusive agent of WELL TALENT to distribute and sell the PRODUCTS in the
      TERRITORY.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.2 | WELL TALENT hereby undertakes to notify all relevant
      agents and clients who are dealing with the PRODUCTS outside the TERRITORY
      that BEL has been appointed as the sole and exclusive agent to distribute
      and sell the PRODUCTS in the TERRITORY.                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.3 | During the CONTRACT PERIOD of this Agreement, WELL TALENT
      hereby undertakes not to further develop new customers in the TERRITORY
      without the consent of BEL.                                                                                                                                                                                                                                                                                                        

57

---

|2.4  | WELL TALENT shall take all necessary actions to use her
      best endeavor to ensure that the PRODUCTS will be marketed, distributed
      and sold solely through BEL in the TERRITORY. Should any party, including
      WELL TALENT or BEL, find that the PRODUCTS are marketed, distributed and
      /or sold in the TERRITORY through sources outside the TERRITORY, WELL
      TALENT shall use her best effort to locate such sources and shall demand
      such sources to stop shipment of the PROUDCTS to the TERRITORY. WELL
      TALENT shall keep BEL fully informed of all actions taken in relation
      thereto. Besides, WELL TALENT shall try her best to immediately stop
      supplying to such sources if they fail to comply with such demand
      immediately.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.5  | WELL TALENT shall not sell the PRODUCTS to the TERRITORY
      directly, including the PRODUCTS with TRADEMARK or without
    TRADEMARK.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.6  | BEL shall sell the PRODUCTS under the name ROOTS BIOPACK
      for her own account and at her own risk. BEL nor her employees,
      sub-dealers, agents or any third party taking over or carrying out any of
      BELs agents or any third party taking over or carrying out any BELs
      obligations under this Agreement shall under any circumstances be
      considered as employees, sub-dealers or agents of WELL TALENT. BEL shall
      have no authority to bind WELL TALENT in any way or contract in the name
      of WELL TALENT.                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.7  | BEL undertakes regarding the PRODUCTS to procure them
      exclusively from WELL TALENT as far as WELL TALENT is able to meet the
      demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.8  | BEL shall immediately convey to WELL TALENT any enquiries
      received from outside the TERRITORY except as otherwise agreed between the
      Parties in writing. BEL has no right to any compensation regarding sales
      resulting from such enquiries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.9  | WELL TALENT shall immediately submit, if applicable, to
      BEL direct matters received from the TERRITORY, including current
      enquiries, existing orders prior to the signing of this Agreement and a
      list of customer details of the TERRITORY. WELL TALENT should inform her
      current customers within 2 weeks upon the signing of this agreement that
      BEL has been appointed as the sole distributor for the TERRITORY. BEL will
      visit the aforesaid customers afterwards.                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.10 | BEL has the right to appoint sub-dealers or agents within
      the TERRITORY but BEL shall in such case obtain WELL TALENTs prior
      consent. BEL shall be liable towards WELL TALENT for the acts and omission
      of the sub-dealers or agents so appointed in the same manner as for her
      own. Any compensation as many be foreseen by law or otherwise for such
      sub-dealers or agents during, on or after termination of such an agreement
      shall be exclusively for the account of BEL.                                                                                                                                                                                                                                                                         

Article 3

REGISTRATION of the PRODUCTS

|3.1 | BEL shall be responsible to promptly inform WELL TALENT
      of those PRODUCTS which for the lawful marketing and sale requires
      REGISTRATION in the TERRITORY. BEL shall advise WELL TALENT in writing of
      the regulatory requirements which must be met to obtain the REGISTRATION and of the requisite information
      and documentation therefore as well as of such information and
      documentation which would be helpful to obtain the said REGISTRATION as
  soon as possible.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

58

---

|3.2 | Upon the consent from WELL TALENT, BEL shall apply for
      Registration in the name of WELL TALENT or any designee nominated by WELL
      TALENT and where this is not possible the application will be filed in the
      name of ROOTS BIOPACK. BEL shall confirm that Registration in the name of
      ROOTS BIOPACK or any rights which many accrue to BEL in carrying out
      activities as per this Agreement will automatically be transferred to WELL
      TALENT or any designee nominated by WELL TALENT latest on the expiration
      or termination of this Agreement and BEL shall have no claims, rights or
      any proprietary interest over and relating to the name of ROOTS BIOPACK
      whatsoever.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.3 | WELL TALENT will furnish any information and assistance
      required for the REGISTRATION and any data required for the authorities
      for REGISTRATION and will supply BEL complete files, for registration as
      soon as possible; any costs for translations will be borne by BEL.
      Translations carried out or arranged by BEL shall be BELs own
      responsibility.                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.4 | BEL shall use her best endeavors to obtain the
      Registration and thereafter to maintain the same during the continuance of
      this Agreement as required by law. In doing so, BEL will act in a
      competent and professional manner using all due diligence.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.5 | BEL shall supply to the registration authorities all
      available documentation with a view to obtaining the Registration of the
      PRODUCTS and for no other purpose whatsoever. It is understood that the
      composition and the specifications of the PRODUCTS represent valuable
      proprietary knowledge of WELL TALENT which shall not be disclosed by BEL
      except if necessary and for the sole purpose of obtaining the
      Registration.                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.6 | Upon the written consent from WELL TALENT, all fees
      necessary to obtain the Registration of the Product and all direct costs
      and expenses incurred in connection with obtaining and maintaining the
      Registration shall be borne by WELL TALENT. BEL shall periodically and in
      advance inform WELL TALENT of the anticipated costs.                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.7 | Upon the written consent from WELL TALENT, the costs or
      expenses (to be) incurred in connection with any clinical trial or other
      work required for obtaining the Registration of the PRODUCTS shall be
      borne by WELL TALENT or reimbursed by WELL TALENT to BEL. No costs will
      however be borne or reimbursed without WELL TALENT first having approved
      any such cost and/or expense in writing and then only up to such approved
      budget.                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.8 | BEL shall keep WELL TALENT at all times informed of the
      status of and the progressing of the prosecution of the Registration and
      BEL shall send to WELL TALENT copies of all correspondence and documents
      (including English translations) exchanged with any authorities in the
      TERRITORY.                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.9 | Prior to filing any documentation relating to the
      PRODUCTS with any authorities BEL shall submit one copy thereof to WELL
      TALENT for approval in writing. The approval by WELL TALENT of such
      documentation does however not limit the responsibility of BEL under Art.
      3.1 In any way. Upon obtaining any REGISTRATION relating to the PRODUCTS,
      BEL shall make available a full copy thereof to WELL
  TALENT.                                                                                                                                                                                                                                                                                   

59

---

|3.10 | All PRODUCTS have approvals for FDA regulations and
      certification of EN13432 / Din 54900 from Germany, except if agreed
      between parties in writing per PRODUCT otherwise.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Article 4

Sales of PRODUCTS, Publicity

|4.1 | BEL shall use her best endeavors to sell PRODUCTS within
      the TERRITORY. WELL TALENT shall produce available materials to support
      BEL, including presentation material, samples, catalogs, PRODUCTS
      specifications, etc.                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.2 | BEL shall give WELL TALENT sufficient notice and place
      orders of volumes in container quantities. BEL may place smaller pallet
      orders for local delivery with pre-arranged shipping agreement.                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.3 | BEL shall submit to WELL TALENT on a regular basis market
      reports regarding PRODUCTS, competitor information (product types, product
      prices etc.) and possible new official regulations in the
  TERRITORY.                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.4 | WELL TALENT shall provide to BEL on a regular basis
      publicity activities reports regarding PRODUCTS, competitor information
      (product types, product prices, etc.) and known possible new official
      regulations in the TERRITORY.                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.5 | WELL TALENT shall observe and comply with all national
      and supra-national laws, rules and regulations applicable to the
      manufacturing and packaging of the PRODUCTS. Should any change of
      regulations which is likely to affect the manufacture and packaging of the
      PRODUCTS come to the knowledge of any Party, such Party shall forthwith
      inform the other Party accordingly in writing.

Articles 5

Stock

|5.1 | In order to be able to quickly fulfill customers needs,
      BEL shall maintain a stock of PRODUCTS, the extent of which shall be
      agreed by the Parties hereunder. BEL shall be responsible to have during
      the continuance of this Agreement suitable infrastructure
  available.                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.2 | WELL TALENT shall supply PRODUCTS to BEL in the TERRITORY
      on FOB China basis or otherwise be agreed between each other.                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5.3 | BEL will handle all orders from the TERRITORY to WELL
      TALENT through the office of Biopack Environmental Limited at Room 1302,
      13thFloor, Enterprise Centre, Tsim Sha Tsui, Kowloon, Hong
      Kong as well as shipment instruction for the markets if shipped direct
      from WELL TALENT. WELL TALENT will issue invoice to BEL for PRODUCTS
      shipped to the TERRITORY when shipping direct from WELL TALENT to BELs
      customers in the TERRITORY.

Article 6

Prices, Terms of delivery

|6.1 | WELL TALENT and BEL shall as soon as practicable after
      the signing of this Agreement agree on the pricing for the Products with
      reference to the production costs and profit of WELL TALENT and the market
      conditions of the Territory.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

60

---

|6.2 | WELL TALENT will deliver PRODUCTS to BEL based on FOB
      China prices as requested or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.3 | BEL shall be free to fix her own sales prices. However,
      the prices shall be fixed in such way to reach optimum sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.4 | Payments by BEL shall be effected in US Dollars upon
      receipt of the original Bill of Lading of the shipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.5 | BEL shall provide WELL TALENT with forwarding
      instructions with each order. Failure to provide such instructions will
      authorize WELL TALENT to carry out the dispatch in its own name without,
      however, assuming any responsibility regarding cost or time of
      transportation.                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.6 | Promptly upon receipt of any shipment of any PRODUCTS at
      the BELs warehouse, which shall in no case be later than 14 days from the
      date of arrival of the shipment at the unloading port, BEL shall
      diligently inspect the shipment as to any damages or missing
      quantities.                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.7 | In the event that any shipment of PRODUCTS or any
      merchandise supplied by WELL TALENT shall have been found to be missing or
      damaged due to inferior packing and such missing or damaged quantity shall
      have been reported to WELL TALENT in writing within 14 (fourteen) working
      days from the date of arrival at the warehouse together with reasonable
      evidence of such damage or missing quantity, WELL TALENT shall, if it
      accepts the same, use its best efforts to replace such PRODUCTS affected,
      always provided that WELL TALENT is responsible for the damage and/or
      short shipment.

Article 7

Non-Competition, Confidentiality

|7.1 | BEL shall not add to her sales program any PRODUCTS using
      from molded fibers from sugarcane dregs or from other biodegradable
      materials without WELL TALENTs prior written consent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.2 | BEL shall keep strictly confidential the specifications
      and any other confidential information, know-how and/or data relating to
      the PRODUCTS or relating to this Agreement (collectively hereinafter
      referred to as the Information) received or obtained from or on behalf
      of WELL TALENT whether received prior or subsequently to the making of
      this Agreement. BEL shall not without the prior written consent of WELL
      TALENT make such Information or any part thereof available to any third
      party(ies), except if and to the extent stated in this Agreement and then
      only under similar obligations of secrecy or, if required by law or
      statute, to such competent governmental agencies to which it will be
      essential to receive such Information for Registration and in view of
      attaining the objectives of this Agreement. BEL shall use the Information
      only for the purposes of this Agreement and the cooperation between the
      Parties hereto. Any further use shall only be permitted based on the
      agreement of WELL TALENT By the signature of this Agreement and the
      transfer of Information BEL does acquire any right whatsoever to be
      granted a license with respect to any patents, trademarks, designs,
      know-how, copyrights or trade secrets or any other property rights of WELL
      TALENT, which are not being specified herein or in any common
    document.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.3 | The Information shall only be made available to such
      employees of BEL who need to know the same in the performance of their
      work and who shall be subject to similar obligations of secrecy in
      writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

61

---

|7.4 | The secrecy obligations as per this Article shall go on
      until the Information has become public knowledge without the fault of
      BEL.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

Article 8

Trademarks, Copyright

|8.1 | BEL shall support and not object against any trademark
      applications of WELL TALENT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.2 | BEL recognizes the exclusive rights of WELL TALENT
      regarding the Trademarks and that the use thereof shall always be on
      behalf and for the benefit of WELL TALENT. Any trademark rights which may
      accrue to BEL shall be assigned to WELL TALENT forthwith.                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.3 | BEL shall not adopt during the term of this Agreement or
      thereafter, any work or symbol which is similar to the Trademarks or any
      part thereof or to the names WELL TALENT and RB. After
      expiration of this Agreement, BEL shall stop the use of the Trademarks and
      the names WELL TALENT and RB forthwith.                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.4 | WELL TALENT shall grant BEL the use of the company name
      ROOTS BIOPACK EUROPE for the duration of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.5 | WELL TALENT will hold BEL harmless from any alleged
      infringement of their party rights by using the Trademarks. In case of
      infringement, WELL TALENT has the right to introduce a new trademark and
      BEL shall not therefore have any claim for damages against WELL
    TALENT.                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.6 | BEL shall immediately notify WELL TALENT of any
      infringement claim received from their parties concerning the PRODUCTS and
      of any infringement of the Trademarks and/or other intellectual property
      rights of WELL TALENT by third parties within the TERRITORY. BEL will
      follow WELL TALENTs instructions and assist WELL TALENT at no charge to
      defend such cases. Legal costs and disbursements shall be borne by WELL
      TALENT. This is without prejudice to the liberty of WELL TALENT to
      follow-up such claims or not.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.7 | WELL TALENT is the sole owner of the copyright regarding
      pamphlets and other written documentation which shall be handed over to
      BEL, in particular also the marketing know- how. BEL recognizes the
      exclusive rights of WELL TALENT and undertakes not to use such information
      for any other purpose than described in this
Agreement.                                                                                                                                                                                                      

Article 9

Warranty and Disclaimer, Liability Insurance

|9.1 | WELL TALENT hereby warrants to BEL that the PRODUCTS
      delivered under this Agreement shall be of good quality but WELL TALENTs
      obligation shall in no event exceed her obligation to replace any
      defective PRODUCTS or other merchandise and this is expressly in lieu of
      all other warranties express or implied.                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9.2 | WELL TALENT shall not be responsible for any damages,
      claims or losses which BEL or any Third Party(ies) may suffer by reason of
      any act(s) or omission(s) on the part of BEL or attributable to BEL or on
      the part of any Third Party having taken over any obligation of BEL or
      acting as BELs agent. BEL shall fully indemnify WELL TALENT for all
      damages, claims or losses suffered or incurred by WELL TALENT by reason of
      acts or omissions of BEL.

62

---

|9.3 | BEL shall have no claim against WELL TALENT for the
      unauthorized use by third parties of the Trademarks or other intellectual
      property rights of WELL TALENT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.4 | Any and all sales contracts and other liabilities entered
      into by BEL relating to the sale and delivery of PRODUCTS are BELs own
      and whole responsibility. Except as otherwise provided in this Agreement,
      BEL shall save and hold WELL TALENT harmless from any injury, loss, claim
      or damage to any other person, firm, corporation, partnership or other
      entity arising out of or in any way related to BELs sale and delivery of
      PRODUCTS except if claims arise from problems caused by WELL
  TALENT.                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.5 | Except as otherwise mentioned in this Agreement WELL
      TALENT gives no other warranty, express or implied, of merchantability,
      capacity or fitness for a particular purpose or other express or implied
      warranty with respect to the PRODUCTS. No oral or written representation
      by or on behalf of WELL TALENT shall be interpreted to contain any such
      warranty. Nor shall WELL TALENT be liable for special or indirect,
      incidental or consequential damages such as loss of business operation or
      profits arising out of or in any way related to this Agreement or the use
      or handling of the PRODUCTS. There shall be no variation or exception from
      any warranty hereunder unless in writing and signed by WELL TALENTs
      authorized representative. This is in lieu of all other
  remedies.

Article 10

Term, Expiration and Termination

|10.1 | This Agreement comes into force after the signatures by
      both Parties. This Agreement replaces all previous agreements and
      contracts between the Parties and shall continue in full force for a
      period of 24 (Twenty-four) months. Thereafter terminated by either Party
      giving the other Party at least 6 (six) months notice. In case this
      Agreement is not terminated by either party it will automatically be
      extended once for another 24 (Twenty-four) months.                                                                                        
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.2 | BEL will continue her sales efforts until the expiration
      of this Agreement. However, BEL will reduce the stocks as much as
      reasonable while approaching the date of expiration of this Agreement. In
      consultation with WELL TALENT, BEL may continue her sales efforts for one
      month after termination of this Agreement to finalize pending
      negotiations. Still pending supply obligations resulting either from such
      negotiations or from pending orders have to be fulfilled within 3 (three)
      months from the date of terminating this Agreement. 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3 | Both the Parties hereto reserve the right of early
      termination in case of breach of contract. The Party in default shall be
      given a three months period to fulfill her obligations hereunder and, if
      after such period it is still in breach of contract, the other Party shall
      have the right to cancel this Agreement forthwith, without prejudice to
      any obligations or liabilities of either Party already accrued prior to
      such termination.                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.4 | Notwithstanding the above WELL TALENT shall have the
      right to terminate this Agreement forthwith if BEL (a) infringes her
      obligations as per Article 3.5 or 7 and/or (b) unduly limits her
      activities or her sales organization and/or (c) merge with a third party
      or otherwise change control in a manner detrimental to WELL TALENT, e.g.
      in case of a takeover by or a merger with a competitor of WELL
    TALENT.                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.5 | This Agreement and BELs appointment hereunder shall
      terminate automatically and without further action by either Party if BEL
      or WELL TALENT shall become insolvent or shall make an assignment for the
      benefit of creditors or become involved in
receivership, bankruptcy or other insolvency or debtor relief
      proceedings, or any similar proceedings, or in proceedings, voluntary or
      forced, whereby BEL or WELL TALENT is limited in the free and unrestrained
      exercise of its own judgment as to the carrying out of the terms of this
  Agreement.

63

---

|10.6 | BEL shall return to WELL TALENT forthwith at her address
      first above written or to WELL TALENTs designee all documents, papers,
      data and dossiers relating to the PRODUCTS.                                                                                                                                                         
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                  
|10.7 | Neither Party shall be entitled to make any claim against
      the other for compensation, indemnity or penalty or otherwise on account
      of expiration or ordinary termination of this Agreement. The foregoing
      shall not, however, prejudice the right of either Party to recover damages
      from the other for any other reason.

Article 11

Final Provisions

|11.1 | Entire Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | This Agreement supersedes all prior agreements and
      understandings made by either Party or between the Parties. It constitutes
      the entire Agreement of the Parties and no modifications of the Terms of
      this Agreement shall be effective unless in writing and signed by the
      Party against whom enforcement of the modification is sought.                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.2 | Assignment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | BEL shall not assign this Agreement to any third party
      without the written prior consent of WELL TALENT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.3 | Severability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Should any of the provisions, terms or conditions of this
      Agreement become or be held invalid or unenforceable in the light of any
      laws, governmental actions or regulations, then such invalidity or
      unenforceability shall not affect any of the other provisions, terms or
      conditions of this Agreement. In such event, the Parties hereto shall
      discuss to replace such invalid or unenforceable provisions, terms or
      conditions by valid ones which shall be in sense and essence as close as
      possible to the invalid or unenforceable one or ones.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.4 | Force Majeure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Any delays in or failure of performance of either Party
      hereto shall not constitute default hereunder or give rise to any claim
      for damages if and to the extent such delay or failure of performance is
      caused by force majeure. Any obligation to pay money is never excused by
      force majeure.                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.5 | Waiver                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | The failure of either Party to insist upon strict
      adherence to any term of this Agreement or to enforce any term of this
      Agreement on any one or more occasions shall not constitute a waiver of
      such term on any other occasion or a right to enforce each and every term
      of this Agreement. Any waiver must be in writing.                                                                                                                                                                                                                                              

64

---

Article 12

Annexes

The following Annexes shall be an integral part of
agreement.

Annex 1 : TRADEMARK

Article 13

Applicable Law and jurisdiction

|13.1 | This Agreement shall, in all respects, be exclusively
      subject to the laws of Hong Kong.                                                                                                                                   
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                 
|13.2 | The Parties hereto express that any dispute arising out
      of or in connection with this Agreement shall be submitted to the
      exclusive jurisdiction of the Courts at the Courts at the domicile of the
      defendant.
|     |                                                                                                                                                                                                                                 
|13.3 | Either party may instead of instituting legal proceedings
      in the courts by referring any dispute between the parties for
      arbitration.                                                                               

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representative on the day and
year first written above.

WELL TALENT

________________________________________SIGNED BY its
director, duly authorized by the board for and on behalf of WELL TALENT

BEL

_________________________________________SIGNED BY Lau Kin
Chung, CEO for and on behalf of BEL

Annex 1

WELL TALENT TRADEMARKS

65

---

IN WITNESS WHEREOFthe Parties hereto have signed this
Agreement on the date appearing at the head hereof.

|SIGNED by its authorized representative, Lau Kin
      Chung, | )         /s/ Lau
      Kin Chung
|------------------------------------------------------------- | ---------------------------------
|for and behalf of BIOPACK ENVIRONMENT LIMITED                 | )                                
|in the presence of :                                          | )                                
|                                                              |                                  
|/s/ TSO HON SAI BOSCO                                         |                                  
|TSO HON SAI BOSCO                                             |                                  
|Solicitor, Hong Kong SAR                                      |                                  
|of Messrs. Tso Au Yim & Yeung, Solicitors                     |                                  

|SIGNED by its authorized representative, Poon Yuen
      Yee, | )         /s/ Poon
      Yuen Yee
|------------------------------------------------------------- | ---------------------------------
|for and behalf of WELL TALENT TECHNOLOGY                      | )                                
|LIMITEDin the presence of :                                   | )                                
|                                                              |                                  
|/s/ TSO HON SAI BOSCO                                         |                                  
|TSO HON SAI BOSCO                                             |                                  
|Solicitor, Hong Kong SAR                                      |                                  
|of Messrs. Tso Au Yim & Yeung, Solicitors                     |                                  

66

---



---



---