Unassociated Document


    


     

    EXECUTION
      VERSION

    


    SHARE
      EXCHANGE AGREEMENT

    


    By
      and
      Among

    


    DEXTERITY
      SURGICAL, INC.

    


    and

    


    RISE
      AND GROW LIMITED

    


    and

    


    NEWISE
      CENTURY INC.

    


    Dated
      as
      of December 18, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      
        	 	 	
                PAGE

              
	
                ARTICLE
                  I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF RISE &
                  GROW

              	
                2

              
	
                Section
                  1.01

              	
                Organization

              	
                2

              
	
                Section
                  1.02

              	
                Capitalization

              	
                2

              
	
                Section
                  1.03

              	
                Subsidiaries
                  and Predecessor Corporations

              	
                2

              
	
                Section
                  1.04

              	
                Financial
                  Statements

              	
                2

              
	
                Section
                  1.05

              	
                Information

              	
                3

              
	
                Section
                  1.06

              	
                Options
                  or Warrants

              	
                3

              
	
                Section
                  1.07

              	
                Absence
                  of Certain Changes or Events

              	
                3

              
	
                Section
                  1.08

              	
                Contracts

              	
                4

              
	
                Section
                  1.09

              	
                No
                  Conflict With Other Instruments

              	
                5

              
	
                Section
                  1.10

              	
                Compliance
                  With Laws and Regulations

              	
                5

              
	
                Section
                  1.11

              	
                Approval
                  of Agreement

              	
                5

              
	
                Section
                  1.12

              	
                Valid
                  Obligation

              	
                5

              
	 	 	 
	
                ARTICLE
                  II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF DEXT

              	
                5

              
	
                Section
                  2.01

              	
                Organization

              	
                5

              
	
                Section
                  2.02

              	
                Capitalization

              	
                6

              
	
                Section
                  2.03

              	
                Subsidiaries
                  and Predecessor Corporations

              	
                6

              
	
                Section
                  2.04

              	
                Financial
                  Statements

              	
                6

              
	
                Section
                  2.05

              	
                Information

              	
                7

              
	
                Section
                  2.06

              	
                Options
                  or Warrants

              	
                7

              
	
                Section
                  2.07

              	
                Absence
                  of Certain Changes or Events

              	
                7

              
	
                Section
                  2.08

              	
                Litigation
                  and Proceedings

              	
                8

              
	
                Section
                  2.09

              	
                Contracts

              	
                8

              
	
                Section
                  2.10

              	
                No
                  Conflict With Other Instruments

              	
                8

              
	
                Section
                  2.11

              	
                Compliance
                  With Laws and Regulations

              	
                8

              
	
                Section
                  2.12

              	
                Approval
                  of Agreement

              	
                8

              
	
                Section
                  2.13

              	
                Material
                  Transactions or Affiliations

              	
                8

              
	
                Section
                  2.14

              	
                Bank
                  Accounts; Power of Attorney

              	
                9

              
	
                Section
                  2.15

              	
                Valid
                  Obligation

              	
                9

              
	
                Section
                  2.16

              	
                Filings

              	
                9

              
	 	 	 
	
                ARTICLE
                  III PLAN OF EXCHANGE

              	
                9

              
	
                Section
                  3.01

              	
                The
                  Exchange

              	
                9

              
	
                Section
                  3.02

              	
                Anti-Dilution

              	
                10

              
	
                Section
                  3.03

              	
                Closing
                  Events

              	
                10

              
	
                Section
                  3.04

              	
                Termination

              	
                10

              
	
                Section
                  3.05

              	
                Reimbursement
                  of Transfer Agent Costs

              	
                10

              
	 	 	 
	
                ARTICLE
                  IV SPECIAL COVENANTS

              	
                10

              
	
                Section
                  4.01

              	
                Access
                  to Properties and Records

              	
                10

              
	
                Section
                  4.02

              	
                Delivery
                  of Books and Records

              	
                10

              
	
                Section
                  4.03

              	
                Third
                  Party Consents and Certificates

              	
                11

              
	
                Section
                  4.04

              	
                DEXT
                  Stockholder Meeting

              	
                11

              
	
                Section
                  4.05

              	
                Cancellation
                  of Shares Held By Principal Stockholder

              	
                11

              
	
                Section
                  4.06

              	
                Designation
                  of Directors and Officers

              	
                11

              
	
                Section
                  4.07

              	
                Indemnification.

              	
                11

              
	
                Section
                  4.08

              	
                The
                  Acquisition of DEXT Common Stock

              	
                12

              


      

       

      
        
          -
            i -

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  V CONDITIONS PRECEDENT TO OBLIGATIONS OF DEXT

              	
                12

              
	
                Section
                  5.01

              	
                Accuracy
                  of Representations and Performance of Covenants

              	
                12

              
	
                Section
                  5.02

              	
                Officer’s
                  Certificate

              	
                13

              
	
                Section
                  5.03

              	
                Good
                  Standing

              	
                13

              
	
                Section
                  5.04

              	
                Approval
                  by Stockholder

              	
                13

              
	
                Section
                  5.05

              	
                No
                  Governmental Prohibition

              	
                13

              
	
                Section
                  5.06

              	
                Consents

              	
                13

              
	
                Section
                  5.07

              	
                Other
                  Items

              	
                13

              
	 	 	 
	
                ARTICLE
                  VI CONDITIONS PRECEDENT TO OBLIGATIONS OF RISE & GROW AND THE
                  STOCKHOLDER

              	
                14

              
	
                Section
                  6.01

              	
                Accuracy
                  of Representations and Performance of Covenants

              	
                14

              
	
                Section
                  6.02

              	
                Officer’s
                  Certificate

              	
                14

              
	
                Section
                  6.03

              	
                Good
                  Standing

              	
                14

              
	
                Section
                  6.04

              	
                No
                  Governmental Prohibition

              	
                14

              
	
                Section
                  6.05

              	
                Consents

              	
                14

              
	
                Section
                  6.06

              	
                Legal
                  Opinion.

              	
                14

              
	
                Section
                  6.07

              	
                Other
                  Items

              	
                14

              
	 	 	 
	
                ARTICLE
                  VII MISCELLANEOUS

              	
                15

              
	
                Section
                  7.01

              	
                Brokers

              	
                15

              
	
                Section
                  7.02

              	
                Governing
                  Law

              	
                15

              
	
                Section
                  7.03

              	
                Notices

              	
                15

              
	
                Section
                  7.04

              	
                Attorney’s
                  Fees

              	
                16

              
	
                Section
                  7.05

              	
                Confidentiality

              	
                16

              
	
                Section
                  7.06

              	
                Public
                  Announcements and Filings

              	
                16

              
	
                Section
                  7.07

              	
                Entire
                  Agreement

              	
                17

              
	
                Section
                  7.08

              	
                Recitals

              	
                17

              
	
                Section
                  7.09

              	
                Third
                  Party Beneficiaries

              	
                17

              
	
                Section
                  7.10

              	
                Expenses

              	
                17

              
	
                Section
                  7.11

              	
                Survival;
                  Termination

              	
                17

              
	
                Section
                  7.12

              	
                Counterparts

              	
                17

              
	
                Section
                  7.13

              	
                Amendment
                  or Waiver

              	
                17

              
	
                Section
                  7.14

              	
                Best
                  Efforts

              	
                17

              
	
                Section
                  7.15

              	
                Entire
                  Agreement

              	
                18

              


      

       

      
        	
                RISE
                  AND GROW SCHEDULES

              	 	
                19

              
	
                DEXT
                  SCHEDULES

              	 	
                20

              
	
                EXHIBIT
                  A

              	 	
                A-1

              
	
                EXHIBIT
                  B

              	 	
                B-1

              
	
                EXHIBIT
                  C

              	 	
                C-1

              


      

       

    

    
      
        -
          ii
          -

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXECUTION
      VERSION

     

    SHARE
      EXCHANGE AGREEMENT

     

    THIS
      SHARE EXCHANGE AGREEMENT
      (this
“Agreement”)
      is
      entered into as of this 18th
      day of
      December 2007, by and among DEXTERITY
      SURGICAL, INC., a
      Delaware corporation (“DEXT”),
      RISE
      AND GROW LIMITED,
      a
      limited company organized under the laws of Hong Kong (“Rise
      & Grow”)
      and
NEWISE
      CENTURY INC.,
      a
      corporation organized under the laws of the British Virgin Islands (the
“Stockholder”),
      upon
      the following premises: 

    


    RECITALS:

     

    WHEREAS,
      DEXT is
      a U.S. publicly held corporation organized under the laws of the State of
      Delaware with no significant operations; and

     

    WHEREAS,
      on
      April 19, 2004, DEXT filed a voluntary petition for relief for reorganization
      under Chapter 11 of the United States Bankruptcy Court for the Southern District
      of Texas, Houston Division; and 

     

    WHEREAS,
      on
      December 7, 2004, the Bankruptcy Court approved a Plan of Reorganization which
      was later modified by an Order Approving Modification of the First Amended
      Plan)
      dated March 2, 2006 (the “Reorganization”);
      and

     

    WHEREAS,
      this
      Reorganization provided and authorized that the Board of Directors of DEXT
      are
      authorized to issue common shares pursuant to an exchange agreement in which
      control or majority ownership is given to an acquiring business entity without
      the need for shareholder approval and provided that DEXT is no longer subject
      to
      the jurisdiction of the Bankruptcy Court; and

     

    WHEREAS,
      Rise
& Grow is a privately held corporation organized under the laws of Hong Kong
      and a wholly-owned subsidiary of the Stockholder; and

     

    WHEREAS,
      the
      Stockholder is a British Virgin Islands corporation that owns one hundred
      percent (100%) of the total issued and outstanding shares of capital stock
      of
      Rise & Grow (the “Rise
      & Grow Shares”);
      and


     

    WHEREAS,
      DEXT
      desires to acquire the Rise & Grow Shares in exchange for the issuance by
      DEXT to the Stockholder of Twenty-Six Million Four Hundred Thousand (26,400,000)
      shares of DEXT’s common stock on the terms and subject to the conditions set
      forth herein (the “Exchange”).

     

    AGREEMENT:

     

    NOW
      THEREFORE,
      on the
      stated premises and for and in consideration of the mutual covenants and
      agreements hereinafter set forth and the mutual benefits to the parties to
      be
      derived herefrom, and intending to be legally bound hereby, it is hereby agreed
      as follows:

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      I

    REPRESENTATIONS,
      COVENANTS, AND WARRANTIES OF RISE & GROW

     

    As
      an
      inducement to, and to obtain the reliance of DEXT, except as set forth in those
      schedules prepared by Rise & Grow which are attached and made a part hereto
      (the “Rise
      & Grow Schedules”),
      Rise
& Grow hereby represents and warrants as of the date hereof (the
“Closing
      Date”)
      as
      follows:

     

    Section
      1.01 Organization.
      Rise
& Grow is a corporation duly organized, validly existing, and in good
      standing under the laws of Hong Kong and has the corporate power and is duly
      authorized under all applicable laws, regulations, ordinances and orders of
      public authorities to carry on its business in all material respects as it
      is
      now being conducted. Included in Item 1.01 of the Rise & Grow Schedules are
      complete and correct copies of the Certificate of Incorporation of Rise &
Grow (or their equivalent) as in effect on the date hereof. The execution and
      delivery of this Agreement does not, and the consummation of the transactions
      contemplated hereby will not, violate any provision of Rise & Grow’s
      Certificate of Incorporation. Rise & Grow has taken all actions required by
      law, from its Certificate of Incorporation, or otherwise to authorize the
      execution and delivery of this Agreement. Rise & Grow has full power,
      authority, and legal right and has taken all action required by law, its
      Certificate of Incorporation, and otherwise to consummate the transactions
      herein contemplated. 

     

    Section
      1.02 Capitalization.
      The
      authorized capitalization of Rise & Grow consists of one (1) ordinary share
      of capital stock, par value $1.00 per share (“Rise
      & Grow Common Stock”).
      There
      is one (1) share of Rise & Grow Common Stock currently issued and
      outstanding. The issued and outstanding share is legally issued, fully paid,
      and
      non-assessable and not issued in violation of the preemptive or other rights
      of
      any person. 

     

    Section
      1.03 Subsidiaries
      and Predecessor Corporations.
      Except
      for Zhi Bao Da Tong (Beijing) Technology Co., Ltd., the wholly-owned and chief
      operating entity of Rise & Grow organized under the laws of The People’s
      Republic of China (“ZBDT”),
      Rise
& Grow does not have any subsidiaries or predecessor corporations, and does
      not own, beneficially or of record, any shares of any other corporation. ZBDT
      controls, through those certain contractual instruments set forth in Item 1.08
      of the Rise & Grow Schedules, and is the primary beneficiary of Beijing Zhi
      Yuan Tian Xia Technology Co., Ltd., a Variable Interest Entity and limited
      liability company duly established and validly existing under The People’s
      Republic of China (“Zhiyuan”).
      For
      purposes hereinafter, the term “Rise
      & Grow”
also
      includes ZBDT and Zhiyuan.

     

    Section
      1.04 Financial
      Statements

     

    (a) Included
      in Item 1.04 of the Rise & Grow Schedules are (i) the audited balance sheet
      of Beijing ZYTX Technology Co., Ltd as of June 30, 2007 and the
      related audited statements of operations, stockholders’ equity and cash flows
      for the period from October 8 (inception) through June 30, 2007
      together with the notes to such statements and the opinion of K.P. Cheng &
Co., independent certified public accountants. 

     

    
      
        
        

      

      
        -
          2 -

        
          

        

      

      
        
        

      

    

     

    (b) Included
      in Item 1.04 of the Rise & Grow Schedules are: (i) an unaudited condensed
      consolidated balance sheet of Rise & Grow at September 30, 2007 and the
      related unaudited condensed consolidated statements of operations, stockholders’
equity and cash flows for the three (3) months ended September 30, 2007 and
      all
      such financial statements have been reviewed by K.P. Cheng & Co.,
      independent certified public accountants. 

     

    (c) All
      such
      financial statements have been prepared in accordance with generally accepted
      accounting principles consistently applied throughout the periods involved.
      The
      Rise & Grow balance sheets are true and accurate and present fairly as of
      their respective dates the financial condition of Rise & Grow. As of the
      date of such balance sheets, except as and to the extent reflected or reserved
      against therein, Rise & Grow had no liabilities or obligations (absolute or
      contingent) which should be reflected in the balance sheets or the notes thereto
      prepared in accordance with generally accepted accounting principles, and all
      assets reflected therein are properly reported and present fairly the value
      of
      the assets of Rise & Grow, in accordance with generally accepted accounting
      principles. The statements of operations, stockholders’ equity and cash flows
      reflect fairly the information required to be set forth therein by generally
      accepted accounting principles.

     

    (d) Rise
      & Grow has no liabilities with respect to the payment of any federal, state,
      county, local or other taxes (including any deficiencies, interest or
      penalties), except for taxes accrued but not yet due and payable (if
      any).

     

    (e) Rise
      & Grow has timely filed all state, federal or local income and/or franchise
      tax returns required to be filed by it from inception to the date hereof. Each
      of such income tax returns reflects the taxes due for the period covered
      thereby, except for amounts which, in the aggregate, are
      immaterial.

     

    (f) All
      of
      Rise & Grow’s assets are reflected on its financial statements, and, except
      as set forth in the Rise & Grow Schedules or the financial statements of
      Rise & Grow or the notes thereto, Rise & Grow has no material
      liabilities, direct or indirect, matured or unmatured, contingent or
      otherwise.

     

    Section
      1.05 Information.
      The
      information concerning Rise & Grow set forth in this Agreement and in the
      Rise & Grow Schedules is complete and accurate in all material respects and
      does not contain any untrue statement of a material fact or omit to state a
      material fact required to make the statements made, in light of the
      circumstances under which they were made, not misleading. 

     

    Section
      1.06 Options
      or Warrants.
      There
      are no existing options, warrants, calls, or commitments of any character
      relating to the authorized and unissued shares of capital stock of Rise &
Grow.

     

    Section
      1.07 Absence
      of Certain Changes or Events.
      Since
      September 30, 2007: 

     

    (a) there
      has
      not been any material adverse change in the business, operations, properties,
      assets, or condition (financial or otherwise) of Rise & Grow;

     

    
      
        
        

      

      
        -
          3 -

        
          

        

      

      
        
        

      

    

     

    (b) Rise
      & Grow has not (i) amended its Certificate of Incorporation (or their
      equivalent); (ii) declared or made, or agreed to declare or make, any payment
      of
      dividends or distributions of any assets of any kind whatsoever to stockholders
      or purchased or redeemed, or agreed to purchase or redeem, any of its capital
      stock; (iii) made any material change in its method of management, operation
      or
      accounting, (iv) entered into any other material transaction other than sales
      in
      the ordinary course of its business; or (v) made any increase in or adoption
      of
      any profit sharing, bonus, deferred compensation, insurance, pension,
      retirement, or other employee benefit plan, payment, or arrangement made to,
      for, or with its officers, directors, or employees; and

     

    (c) Rise
      & Grow has not (i) granted or agreed to grant any options, warrants or other
      rights for its stocks, bonds or other corporate securities calling for the
      issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred,
      or
      become subject to, any material obligation or liability (absolute or contingent)
      except as disclosed herein and except liabilities incurred in the ordinary
      course of business; (iii) sold or transferred, or agreed to sell or transfer,
      any of its assets, properties, or rights or canceled, or agreed to cancel,
      any
      debts or claims; or (iv) issued, delivered, or agreed to issue or deliver any
      stock, bonds or other corporate securities including debentures (whether
      authorized and unissued or held as treasury stock) except in connection with
      this Agreement.

     

    (d) Litigation
      and Proceedings.
      There
      are no actions, suits, proceedings, or investigations pending or, to the
      knowledge of Rise & Grow after reasonable investigation, threatened by or
      against Rise & Grow or affecting Rise & Grow or its properties, at law
      or in equity, before any court or other governmental agency or instrumentality,
      domestic or foreign, or before any arbitrator of any kind. Rise & Grow does
      not have any knowledge of any material default on its part with respect to
      any
      judgment, order, injunction, decree, award, rule, or regulation of any court,
      arbitrator, or governmental agency or instrumentality or of any circumstances
      which, after reasonable investigation, would result in the discovery of such
      a
      default.

     

    Section
      1.08 Contracts

     

    (a) All
      “material” contracts, agreements, franchises, license agreements, debt
      instruments or other commitments to which Rise & Grow is a party or by which
      it or any of its assets, products, technology, or properties are bound other
      than those incurred in the ordinary course of business are set forth on Item
      1.08 of the Rise & Grow Schedules. A “material” contract, agreement,
      franchise, license agreement, debt instrument or commitment is one which (i)
      will remain in effect for more than six (6) months after the date of this
      Agreement or (ii) involves aggregate obligations of at least Fifty Thousand
      Dollars ($50,000);

     

    (b) All
      contracts, agreements, franchises, license agreements, and other commitments
      to
      which Rise & Grow is a party or by which its properties are bound and which
      are material to the operations of Rise & Grow taken as a whole are valid and
      enforceable by Rise & Grow in all respects, except as limited by bankruptcy
      and insolvency laws and by other laws affecting the rights of creditors
      generally; and

     

    
      
        
        

      

      
        -
          4 -

        
          

        

      

      
        
        

      

    

     

    (c) Except
      as
      included or described in the Rise & Grow Schedules or reflected in the most
      recent Rise & Grow balance sheet, Rise & Grow is not a party to any oral
      or written (i) contract for the employment of any officer or employee; (ii)
      profit sharing, bonus, deferred compensation, stock option, severance pay,
      pension benefit or retirement plan, (iii) agreement, contract, or indenture
      relating to the borrowing of money, (iv) guaranty of any obligation; (vi)
      collective bargaining agreement; or (vii) agreement with any present or former
      officer or director of Rise & Grow.

     

    Section
      1.09 No
      Conflict With Other Instruments.
      The
      execution of this Agreement and the consummation of the transactions
      contemplated by this Agreement will not result in the breach of any term or
      provision of, constitute a default under, or terminate, accelerate or modify
      the
      terms of any indenture, mortgage, deed of trust, or other material agreement,
      or
      instrument to which Rise & Grow is a party or to which any of its assets,
      properties or operations are subject.

     

    Section
      1.10 Compliance
      With Laws and Regulations.
      To the
      best of its knowledge, Rise & Grow has complied with all applicable statutes
      and regulations of any federal, state, or other governmental entity or agency
      thereof, except to the extent that noncompliance would not materially and
      adversely affect the business, operations, properties, assets, or condition
      of
      Rise & Grow or except to the extent that noncompliance would not result in
      the occurrence of any material liability for Rise & Grow. 

     

    Section
      1.11 Approval
      of Agreement.
      The
      Sole Director of Rise & Grow has authorized the execution and delivery of
      this Agreement by Rise & Grow and has approved this Agreement and the
      transactions contemplated hereby, and will recommend to the Stockholder that
      the
      Exchange be accepted by the Stockholder. 

     

    Section
      1.12 Valid
      Obligation.
      This
      Agreement and all agreements and other documents executed by Rise & Grow in
      connection herewith constitute the valid and binding obligation of Rise &
Grow, enforceable in accordance with its terms, except as may be limited by
      bankruptcy, insolvency, moratorium or other similar laws affecting the
      enforcement of creditors’ rights generally and subject to the qualification that
      the availability of equitable remedies is subject to the discretion of the
      court
      before which any proceeding therefore may be brought.

     

    ARTICLE
      II

    REPRESENTATIONS,
      COVENANTS, AND WARRANTIES OF DEXT

     

    As
      an
      inducement to, and to obtain the reliance of Rise & Grow and the
      Stockholder, except as set forth in those schedules prepared by DEXT which
      are
      attached and made a part hereto (the “DEXT
      Schedules”),
      DEXT
      represents and warrants, as of the date hereof and as of the Closing Date,
      as
      follows:

     

    Section
      2.01 Organization.
      DEXT is
      a corporation duly organized, validly existing, and in good standing under
      the
      laws of the State of Delaware and has the corporate power and is duly authorized
      under all applicable laws, regulations, ordinances, and orders of public
      authorities to carry on its business in all material respects as it is now
      being
      conducted. Included in Item 2.01 of the DEXT Schedules are complete and correct
      copies of the Certificate of Incorporation and Bylaws of DEXT as in effect
      on
      the Closing Date. The execution and delivery of this Agreement does not, and
      the
      consummation of the transactions contemplated hereby will not, violate any
      provision of DEXT’s Certificate of Incorporation or Bylaws. DEXT has taken all
      action required by law, its Certificate of Incorporation, its Bylaws, or
      otherwise to authorize the execution and delivery of this Agreement, and DEXT
      has full power, authority, and legal right and has taken all action required
      by
      law, its certificate of incorporation, bylaws, or otherwise to consummate the
      transactions herein contemplated.

     

    
      
        
        

      

      
        -
          5 -

        
          

        

      

      
        
        

      

    

     

    Section
      2.02 Capitalization.
      DEXT’s
      authorized capitalization as of the Closing Date consists of (a) One Hundred
      Million (100,000,000) shares of common stock, par value $0.001 per share
      (“DEXT
      Common Stock”),
      of
      which 26,760,377 shares are issued and outstanding on the Closing Date and
      4,293,750 shares are reserved representing the balance of those certain
      Bankruptcy Court Order “Section 1145” shares issuable pursuant to the
      Reorganization. DEXT does not have shares of preferred stock authorized, issued
      or outstanding. All issued and outstanding shares are legally issued, fully
      paid, and non-assessable and not issued in violation of the preemptive or other
      rights of any person. 

     

    Section
      2.03 Subsidiaries
      and Predecessor Corporations.
      DEXT
      does not have any predecessor corporation(s) or subsidiaries, and does not
      own,
      beneficially or of record, any shares of any other corporation.

     

    Section
      2.04 Financial
      Statements

     

    (a) Included
      in Item 2.04 of the DEXT Schedules are (i) the audited balance sheets of DEXT
      as
      of December 31, 2006 and the related audited statements of operations,
      stockholders’ equity and cash flows for the year ended December 31, 2006
      together with the notes to such statements and the opinion of Akin,
      Doherty, Klein & Feuge, P.C.,
      independent certified public accountants with respect thereto.

     

    (b) Included
      in Item 2.04 of DEXT Schedules are: (i) an unaudited balance sheet of DEXT
      at
      September 30, 2007 and the related unaudited statements of operations,
      stockholders’ equity and cash flows for the three (3) and six (6) months ended
      September 30, 2007 and all such financial statements have been reviewed by
      Akin,
      Doherty, Klein & Feuge, P.C.,
      independent certified public accountants with respect thereto.

     

    (c) All
      such
      financial statements have been prepared in accordance with generally accepted
      accounting principles consistently applied throughout the periods involved.
      The
      DEXT balance sheets are true and accurate and present fairly as of their
      respective dates the financial condition of DEXT. As of the date of such balance
      sheets, except as and to the extent reflected or reserved against therein,
      DEXT
      had no liabilities or obligations (absolute or contingent) which should be
      reflected in the balance sheets or the notes thereto prepared in accordance
      with
      generally accepted accounting principles, and all assets reflected therein
      are
      properly reported and present fairly the value of the assets of DEXT, in
      accordance with generally accepted accounting principles. The statements of
      operations, stockholders’ equity and cash flows reflect fairly the information
      required to be set forth therein by generally accepted accounting
      principles.

     

    
      
        
        

      

      
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          6 -

        
          

        

      

      
        
        

      

    

     

    (d) DEXT
      has
      no liabilities with respect to the payment of any federal, state, county, local
      or other taxes (including any deficiencies, interest or penalties), except
      for
      taxes accrued but not yet due and payable.

     

    (e) DEXT
      has
      timely filed all state, federal or local income and/or franchise tax returns
      required to be filed by it from its inception to the date hereof. Each of such
      income tax returns reflects the taxes due for the period covered thereby, except
      for amounts which, in the aggregate, are immaterial.

     

    (f) All
      of
      DEXT’s assets are reflected on its financial statements, and, except as set
      forth in the DEXT Schedules or the financial statements of DEXT or the notes
      thereto, DEXT has no material liabilities, direct or indirect, matured or
      unmatured, contingent or otherwise.

     

    Section
      2.05 Information.
      The
      information concerning DEXT set forth in this Agreement and the DEXT Schedules
      is complete and accurate in all material respects and does not contain any
      untrue statements of a material fact or omit to state a material fact required
      to make the statements made, in light of the circumstances under which they
      were
      made, not misleading.

     

    Section
      2.06 Options
      or Warrants.
      There
      are no existing options, warrants, calls, or commitments of any character
      relating to the authorized and unissued stock of DEXT.

     

    Section
      2.07 Absence
      of Certain Changes or Events.
      Since
      September 30, 2007:

     

    (a) There
      has
      not been any material adverse change in the business, operations, properties,
      assets or condition (financial or otherwise) of DEXT;

     

    (b) DEXT
      has
      not (i) amended its Certificate of Incorporation or Bylaws; (ii) declared or
      made, or agreed to declare or make any payment of dividends or distributions
      of
      any assets of any kind whatsoever to stockholders or purchased or redeemed,
      or
      agreed to purchase or redeem, any of its capital stock; (iii) made any material
      change in its method of management, operation or accounting; (iv) entered into
      any transactions or agreements other than in connection with this Agreement
      and
      the transactions contemplated herein; or (v) made any increase in or adoption
      of
      any profit sharing, bonus, deferred compensation, insurance, pension,
      retirement, or other employee benefit plan, payment, or arrangement, made to,
      for or with its officers, directors, or employees; and

     

    (c) DEXT
      has
      not (i) granted or agreed to grant any options, warrants, or other rights for
      its stock, bonds, or other corporate securities calling for the issuance
      thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become
      subject to, any material obligation or liability (absolute or contingent) except
      liabilities incurred in the ordinary course of business; (iii) sold or
      transferred, or agreed to sell or transfer, any of its assets, properties,
      or
      rights, or canceled, or agreed to cancel, any debts or claims; or (iv) issued,
      delivered or agreed to issue or deliver, any stock, bonds or other corporate
      securities including debentures (whether authorized and unissued or held as
      treasury stock), except in connection with this Agreement.

     

    
      
        
        

      

      
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    Section
      2.08 Litigation
      and Proceedings.
      Except
      for the Reorganization as set forth in Item 2.08 of the DEXT Schedules, there
      are no actions, suits, proceedings or investigations pending or, to the
      knowledge of DEXT after reasonable investigation, threatened by or against
      DEXT
      or affecting DEXT or its properties, at law or in equity, before any court
      or
      other governmental agency or instrumentality, domestic or foreign, or before
      any
      arbitrator of any kind. Except for the Reorganization as set forth in Item
      2.08
      of the DEXT Schedules, DEXT has no knowledge of any default on its part with
      respect to any judgment, order, writ, injunction, decree, award, rule or
      regulation of any court, arbitrator, or governmental agency or instrumentality
      or any circumstance which after reasonable investigation would result in the
      discovery of such default.

     

    Section
      2.09 Contracts.
      Except
      as set forth in Item 2.09 of the DEXT Schedules:

     

    (a) DEXT
      is
      not a party to, and its assets, products, technology and properties are not
      bound by, any contract, franchise, license agreement, agreement, debt instrument
      or other commitments whether such agreement is in writing or oral.

     

    (b) DEXT
      is
      not a party to or bound by, and the properties of DEXT are not subject to any
      contract, agreement, other commitment or instrument; any charter or other
      corporate restriction; or any judgment, order, writ, injunction, decree, or
      award; and

     

    (c) DEXT
      is
      not a party to any oral or written (i) contract for the employment of any
      officer or employee; (ii) profit sharing, bonus, deferred compensation, stock
      option, severance pay, pension benefit or retirement plan, (iii) agreement,
      contract, or indenture relating to the borrowing of money, (iv) guaranty of
      any
      obligation, (vi) collective bargaining agreement; or (vii) agreement with any
      present or former officer or director of DEXT.

     

    Section
      2.10 No
      Conflict With Other Instruments.
      The
      execution of this Agreement and the consummation of the transactions
      contemplated by this Agreement will not result in the breach of any term or
      provision of, constitute a default under, or terminate, accelerate or modify
      the
      terms of, any indenture, mortgage, deed of trust, or other material agreement
      or
      instrument to which DEXT is a party or to which any of its assets, properties
      or
      operations are subject.

     

    Section
      2.11 Compliance
      With Laws and Regulations.
      To the
      best of its knowledge, DEXT has complied with all applicable statutes and
      regulations of any federal, state, or other applicable governmental entity
      or
      agency thereof. This compliance includes, but is not limited to, the filing
      of
      all reports to date with federal and state securities authorities. 

     

    Section
      2.12 Approval
      of Agreement.
      The
      Board of Directors of DEXT has authorized the execution and delivery of this
      Agreement by DEXT and has approved this Agreement and the transactions
      contemplated hereby and will recommend to the principal stockholder (the
      “Principal
      Stockholder”)
      of
      DEXT that the Exchange be accepted by the Principal Stockholder. 

     

    Section
      2.13 Material
      Transactions or Affiliations.
      There
      exists no contract, agreement or arrangement between DEXT and any predecessor
      and any person who was at the time of such contract, agreement or arrangement
      an
      officer, director, or person owning of record or known by DEXT to own
      beneficially, five percent (5%) or more of the issued and outstanding common
      stock of DEXT and which is to be performed in whole or in part after the date
      hereof or was entered into not more than three (3) years prior to the Closing
      Date. Neither any officer, director, nor five percent (5%) stockholder of DEXT
      has, or has had since inception of DEXT, any known interest, direct or indirect,
      in any such transaction with DEXT which was material to the business of DEXT.
      DEXT has no commitment, whether written or oral, to lend any funds to, borrow
      any money from, or enter into any other transaction with, any such affiliated
      person.

     

    
      
        
        

      

      
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    Section
      2.14 Bank
      Accounts; Power of Attorney.
      Set
      forth in Item 2.14 of the DEXT Schedules is a true and complete list of (a)
      all
      accounts with banks, money market mutual funds or securities or other financial
      institutions maintained by DEXT within the past twelve (12) months, the account
      numbers thereof, and all persons authorized to sign or act on behalf of DEXT,
      (b) all safe deposit boxes and other similar custodial arrangements maintained
      by DEXT within the past twelve (12) months, (c) the check ledger for the last
      twelve (12) months and (d) the names of all persons holding powers of attorney
      from DEXT or who are otherwise authorized to act on behalf of DEXT with respect
      to any matter, other than its officers and directors, and a summary of the
      terms
      of such powers or authorizations.

     

    Section
      2.15 Valid
      Obligation.
      This
      Agreement and all agreements and other documents executed by DEXT in connection
      herewith constitute the valid and binding obligation of DEXT, enforceable in
      accordance with its terms, except as may be limited by bankruptcy, insolvency,
      moratorium or other similar laws affecting the enforcement of creditors’ rights
      generally and subject to the qualification that the availability of equitable
      remedies is subject to the discretion of the court before which any proceeding
      therefore may be brought.

     

    Section
      2.16 Filings.
      DEXT
      has timely filed all reports required to be filed by it under the Securities
      Exchange Act of 1934, as amended (the “Exchange
      Act”).

     

    Section
      2.17 OTCBB.
      DEXT
      trades its common stock on the Over-The-Counter Bulletin Board (“OTCBB”)
      and
      meets all requirements to be listed on the OTCBB.

    


    ARTICLE
      III

    PLAN
      OF EXCHANGE

     

    Section
      3.01 The
      Exchange.
      On the
      terms and subject to the conditions set forth in this Agreement, on the Closing
      Date, the Stockholder, by executing this Agreement, shall assign, transfer
      and
      deliver, free and clear of all liens, pledges, encumbrances, charges,
      restrictions or known claims of any kind, nature, or description, the Rise
&
Grow Shares, constituting all of the shares of capital stock, including voting
      power, of Rise & Grow. In exchange for the transfer of the Rise & Grow
      Shares by the Stockholder, DEXT shall issue to the Stockholder Twenty-Six
      Million Four Hundred Thousand (26,400,000) shares of DEXT Common Stock, which
      such shares shall represent 73.94% of total number of issued and outstanding
      shares of DEXT Common Stock upon issuance and shall represent 66% of the total
      number of issued and outstanding shares of DEXT Common Stock after the issuance
      of the remaining 4,293,750 “Section 1145” shares. On the Closing Date, the
      Stockholder shall surrender its certificate or certificates representing the
      Rise & Grow Shares to DEXT or its registrar or transfer agent. Upon
      consummation of the transaction contemplated herein, all of the shares of
      capital stock of Rise & Grow shall be held by DEXT. Upon consummation of the
      transaction contemplated herein (including, but not limited to, the cancellation
      of the shares set forth in Section 4.05 herein below), there shall be 35,706,250
      shares of DEXT Common Stock issued and outstanding, with an additional 4,293,750
      “Section 1145” shares of common stock to be issued to the holders of the DIP
      Loan pursuant to the Bankruptcy Court Order. 

     

    
      
        
        

      

      
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    Section
      3.02 Anti-Dilution.
      The
      number of shares of DEXT Common Stock issuable upon exchange pursuant to Section
      3.01 shall be appropriately adjusted to take into account any other stock split,
      stock dividend, reverse stock split, recapitalization, or similar change in
      the
      DEXT Common Stock which may occur, other than the recapitalization described
      in
      Section 4.14, between the date of the execution of this Agreement and the
      Closing Date.

     

    Section
      3.03 Closing
      Events.
      On the
      Closing Date, DEXT, Rise & Grow and the Stockholder shall execute,
      acknowledge, and deliver (or shall ensure to be executed, acknowledged, and
      delivered), any and all certificates, opinions, financial statements, schedules,
      agreements, resolutions, rulings or other instruments required by this Agreement
      to be so delivered on or prior to the Closing Date, together with such other
      items as may be reasonably requested by the parties hereto and their respective
      legal counsel in order to effectuate or evidence the transactions contemplated
      hereby. 

     

    Section
      3.04 Termination.
      This
      Agreement may be terminated by the Board of Directors of Rise & Grow only in
      the event that DEXT or Rise & Grow do not meet the conditions precedent set
      forth in Articles V and VI. If this Agreement is terminated pursuant this
      Section, this Agreement shall be of no further force or effect, and no
      obligation, right or liability shall arise hereunder. 

    


    Section
      3.05 Reimbursement
      of Transfer Agent Costs.
      On the
      Closing Date, DEXT shall reimburse Rosetta Granite, Inc. for all costs paid
      in
      changing DEXT’s transfer agent from PacWest Transfer to Corporate Stock Transfer
      and for other costs in the aggregate amount of Six Thousand Eight Hundred
      Seventy-Five Dollars ($6,875).

    


    ARTICLE
      IV

    SPECIAL
      COVENANTS

     

    Section
      4.01 Access
      to Properties and Records.
      DEXT
      and Rise & Grow will each afford to the officers and authorized
      representatives of the other full access to the properties, books and records
      of
      DEXT or Rise & Grow, as the case may be, in order that each may have a full
      opportunity to make such reasonable investigation as it shall desire to make
      of
      the affairs of the other, and each will furnish the other with such additional
      financial and operating data and other information as to the business and
      properties of DEXT or Rise & Grow, as the case may be, as the other shall
      from time to time reasonably request. Without limiting the foregoing, as soon
      as
      practicable after the end of each fiscal quarter (and in any event through
      the
      last fiscal quarter prior to the Closing Date), each party shall provide the
      other with quarterly internally prepared and unaudited financial
      statements.

     

    Section
      4.02 Delivery
      of Books and Records.
      On or
      prior to the Closing Date, Rise & Grow shall deliver to DEXT the originals
      of the corporate minute books, books of account, contracts, records, and all
      other books or documents of Rise & Grow now in the possession of Rise &
Grow or its representatives. DEXT shall deliver to Rise & Grow the originals
      of the corporate minute books, books of account, contracts, records, and all
      other books or documents of DEXT now in the possession of DEXT or its
      representatives.

     

    
      
        
        

      

      
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    Section
      4.03 Third
      Party Consents and Certificates.
      DEXT
      and Rise & Grow hereby agree to cooperate with each other in order to obtain
      any required third party consents to this Agreement and the transactions herein
      contemplated.

     

    Section
      4.04 DEXT
      Stockholder Meeting.
      DEXT
      shall promptly call a special stockholders meeting to be held on or prior to
      the
      Closing Date at which meeting the Principal Stockholder of DEXT shall be
      requested to approve, and DEXT’s Board of Directors shall recommend approval of,
      the terms of this Agreement and such other matters as shall require stockholder
      approval hereunder. In addition, DEXT shall promptly file with the SEC all
      necessary disclosure statements required by federal securities law.

     

    Section
      4.05 Cancellation
      of Shares Held By Principal Stockholder.
      Concurrent and simultaneous with the consummation of this Agreement on the
      Closing Date, the Principal Stockholder shall cancel a total number of
      17,454,127 shares
      of
      DEXT Common Stock. 

     

    Section
      4.06 Designation
      of Directors and Officers.
      On the
      Closing Date, Junjun Xu shall be appointed to serve as a director of DEXT.
      After
      compliance by DEXT with Rule 14F-1 promulgated under the Exchange Act, (a)
      Zhenyu
      Wang, Yuefeng Wang, Yinan Zhang, Xueyuan Han, Edith Kam Ying Ho and Chunsheng
      Zhou shall be appointed to serve as Directors of DEXT, with Zhenyu Wang serving
      as Chairman of the Board, (b) Junjun Xu shall be appointed to serve as Chief
      Executive Officer and Fei Ming Yang shall be appointed to serve as Chief
      Financial Officer of DEXT and (c) James Ditanna shall resign as President and
      Chief Executive Officer of DEXT. DEXT shall draft the necessary instruments
      to
      affect the appointments described in this Section 4.06.

     

    Section
      4.07 Indemnification.

     

    (a) Rise
      & Grow hereby agrees to indemnify DEXT and each of the officers, agents and
      directors of DEXT as of the date of execution of this Agreement against any
      loss, liability, claim, damage, or expense (including, but not limited to,
      any
      and all expense whatsoever reasonably incurred in investigating, preparing,
      or
      defending against any litigation, commenced or threatened, or any claim
      whatsoever) (“Loss”),
      to
      which it or they may become subject arising out of or based on any inaccuracy
      appearing in or misrepresentations made under Article I of this Agreement.
      The
      indemnification provided for in this paragraph shall survive the closing
      hereunder and the consummation of the transactions contemplated hereby and
      termination of this Agreement for one (1) year following the Closing
      Date.

     

    (b) DEXT
      hereby agrees to indemnify Rise & Grow and each of the officers, agents, and
      directors of Rise & Grow and the Stockholder as of the date of execution of
      this Agreement against any Loss to which it or they may become subject arising
      out of or based on any inaccuracy appearing in or misrepresentation made under
      Article II of this Agreement. The indemnification provided for in this paragraph
      shall survive the Closing hereunder and the consummation of the transactions
      contemplated hereby and termination of this Agreement for one (1) year following
      the Closing Date.

     

    
      
        
        

      

      
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    Section
      4.08 The
      Acquisition of DEXT Common Stock.
      DEXT
      and Rise & Grow understand and agree that the consummation of this Agreement
      including the issuance of the DEXT Common Stock to the Stockholder in exchange
      for the Rise & Grow Common Stock as contemplated hereby constitutes the
      offer and sale of securities under the Securities Act of 1933, as amended (the
      “Securities
      Act”)
      and
      applicable state statutes. DEXT and Rise & Grow agree that such transactions
      shall be consummated in reliance on exemptions from the registration and
      prospectus delivery requirements of such statutes, which depend, among other
      items, on the circumstances under which such securities are
      acquired.

     

    (a) In
      order
      to provide documentation for reliance upon the exemptions from the registration
      and prospectus delivery requirements for such transactions, the Stockholder
      shall execute and deliver to DEXT a Suitability Letter (if applicable) and
      an
      Investment Representation Letter in substantially the forms of Exhibit
      A
      and
Exhibit
      B
      attached
      hereto, respectively.

     

    (b) In
      connection with the transactions contemplated by this Agreement, DEXT and Rise
      & Grow shall each file, with the assistance of the other and their
      respective legal counsel, such notices, applications, reports, or other
      instruments as may be deemed by them to be necessary or appropriate in an effort
      to document reliance on such exemptions, and the appropriate regulatory
      authority in the states where the stockholders of Rise & Grow reside unless
      an exemption requiring no filing is available in such jurisdictions, all to
      the
      extent and in the manner as may be deemed by such parties to be
      appropriate.

     

    (c) In
      order
      to more fully document reliance on the exemptions as provided herein, Rise
&
Grow, the Stockholder, and DEXT shall execute and deliver to the other, at
      or
      prior to the Closing Date, such further letters of representation,
      acknowledgment, suitability, or the like as Rise & Grow, the Stockholder or
      DEXT and their respective counsel may reasonably request in connection with
      reliance on exemptions from registration under such securities
      laws.

     

    (d) The
      Stockholder acknowledges that the basis for relying on exemptions from
      registration or qualifications are factual, depending on the conduct of the
      various parties, and that a legal opinion will be provided to the effect that
      the transactions contemplated hereby are in fact exempt from registration or
      qualification.

     

    


    ARTICLE
      V

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF DEXT 

     

    The
      obligations of DEXT under this Agreement are subject to the satisfaction, on
      or
      before the Closing Date, of the following conditions:

     

    Section
      5.01 Accuracy
      of Representations and Performance of Covenants.
      The
      representations and warranties made by Rise & Grow and the Stockholder in
      this Agreement were true when made and shall be true at the Closing Date with
      the same force and effect as if such representations and warranties were made
      at
      and as of the Closing Date (except for changes therein permitted by this
      Agreement). Rise & Grow shall have performed or complied with all covenants
      and conditions required by this Agreement to be performed or complied with
      by
      Rise & Grow prior to or on the Closing Date. DEXT shall be furnished with a
      certificate, signed by a duly authorized executive officer of Rise & Grow
      and dated the Closing Date, to the foregoing effect. 

     

    
      
        
        

      

      
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    Section
      5.02 Officer’s
      Certificate.
      DEXT
      shall have been furnished with a certificate dated the Closing Date and signed
      by a duly authorized officer of Rise & Grow to the effect that no
      litigation, proceeding, investigation, or inquiry is pending, or to the best
      knowledge of Rise & Grow threatened, which might result in an action to
      enjoin or prevent the consummation of the transactions contemplated by this
      Agreement, or, to the extent not disclosed in the Rise & Grow Schedules, by
      or against Rise & Grow, which might result in any material adverse change in
      any of the assets, properties, business, or operations of Rise &
Grow.

     

    Section
      5.03 Good
      Standing.
      DEXT
      shall have received a certificate of good standing from The Companies’
Registries of Hong Kong, dated as of a date within ten (10) days prior to the
      Closing Date certifying that Rise & Grow is in good standing as a
      corporation in Hong Kong. 

     

    Section
      5.04 Approval
      by Stockholder.
      The
      Exchange shall have been approved, and shares delivered in accordance with
      Section 3.01, by the holders of not less than one hundred percent (100%) of
      the
      outstanding Rise & Grow Common Stock, including voting power, of Rise &
Grow, unless a lesser number is agreed to by DEXT.

     

    Section
      5.05 No
      Governmental Prohibition.
      No
      order, statute, rule, regulation, executive order, injunction, stay, decree,
      judgment or restraining order shall have been enacted, entered, promulgated
      or
      enforced by any court or governmental or regulatory authority or instrumentality
      which prohibits the consummation of the transactions contemplated
      hereby.

     

    Section
      5.06 Consents.
      All
      consents, approvals, waivers or amendments pursuant to all contracts, licenses,
      permits, trademarks and other intangibles in connection with the transactions
      contemplated herein, or for the continued operation of Rise & Grow after the
      Closing Date on the basis as presently operated shall have been
      obtained.

     

    Section
      5.07 Other
      Items

     

    (a) DEXT
      shall have received a list containing the names, addresses, and number of shares
      held by each holder of capital stock in Rise & Grow as of the Closing Date,
      certified by an executive officer of Rise & Grow as being true, complete and
      accurate; and

     

    (b) DEXT
      shall have received such further opinions, documents, certificates or
      instruments relating to the transactions contemplated hereby as DEXT may
      reasonably request.

     

    
      
        
        

      

      
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    ARTICLE
      VI

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF RISE & GROW

    AND
      THE STOCKHOLDER

     

    The
      obligations of Rise & Grow and the Stockholder under this Agreement are
      subject to the satisfaction, at or before the Closing Date, of the following
      conditions:

     

    Section
      6.01 Accuracy
      of Representations and Performance of Covenants.
      The
      representations and warranties made by DEXT in this Agreement were true when
      made and shall be true as of the Closing Date (except for changes therein
      permitted by this Agreement) with the same force and effect as if such
      representations and warranties were made at and as of the Closing Date. DEXT
      shall have performed and complied with all covenants and conditions required
      by
      this Agreement to be performed or complied with by DEXT. Prior to or on the
      Closing Date, DEXT shall furnish to Rise & Grow a certificate signed by a
      duly authorized officer of DEXT and dated the Closing Date, to the foregoing
      effect. 

     

    Section
      6.02 Officer’s
      Certificate.
      Rise
& Grow shall have been furnished with certificates dated the Closing Date
      and signed by duly authorized executive officers of DEXT, to the effect that
      no
      litigation, proceeding, investigation or inquiry is pending, or to the best
      knowledge of DEXT threatened, which might result in an action to enjoin or
      prevent the consummation of the transactions contemplated by this Agreement
      or,
      to the extent not disclosed in the DEXT Schedules, by or against DEXT, which
      might result in any material adverse change in any of the assets, properties
      or
      operations of DEXT.

     

    Section
      6.03 Good
      Standing.
      Rise
& Grow shall have received a certificate of good standing from the Secretary
      of State of Delaware or other appropriate office, dated as of a date within
      five
      (5) days prior to the Closing Date certifying that DEXT is in good standing
      as a
      corporation in the State of Delaware and has filed all tax returns required
      to
      have been filed by it to date and has paid all taxes reported as due
      thereon.

     

    Section
      6.04 No
      Governmental Prohibition.
      No
      order, statute, rule, regulation, executive order, injunction, stay, decree,
      judgment or restraining order shall have been enacted, entered, promulgated
      or
      enforced by any court or governmental or regulatory authority or instrumentality
      which prohibits the consummation of the transactions contemplated
      hereby.

     

    Section
      6.05 Consents.
      All
      consents, approvals, waivers or amendments pursuant to all contracts, licenses,
      permits, trademarks and other intangibles in connection with the transactions
      contemplated herein, or for the continued operation of DEXT after the Closing
      Date on the basis as presently operated shall have been obtained.

     

    Section
      6.06 Legal
      Opinion. Rise
      & Grow shall have been furnished with a legal opinion from DEXT’s counsel in
      the form of Exhibit
      C
      hereto
      stating, among other things, that the transactions contemplated hereby are
      exempt from registration or qualification.

     

    Section
      6.07 Other
      Items.
      Rise
& Grow shall have received further opinions, documents, certificates, or
      instruments relating to the transactions contemplated hereby as Rise & Grow
      may reasonably request.

     

    
      
        
        

      

      
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    ARTICLE
      VII

    MISCELLANEOUS

     

    Section
      7.01 Brokers.
      DEXT
      and Rise & Grow agree that there were no finders or brokers involved in
      bringing the parties together or who were instrumental in the negotiation,
      execution or consummation of this Agreement. DEXT and Rise & Grow each agree
      to indemnify the other against any claim by any third person other than those
      described above for any commission, brokerage, or finder’s fee arising from the
      transactions contemplated hereby based on any alleged agreement or understanding
      between the indemnifying party and such third person, whether express or implied
      from the actions of the indemnifying party.

     

    Section
      7.02 Governing
      Law.
      This
      Agreement shall be governed by, enforced, and construed under and in accordance
      with the laws of the United States of America and, with respect to the matters
      of state law, with the laws of the State of Delaware. Venue for all matters
      shall be in New York, New York, without giving effect to principles of conflicts
      of law thereunder. Each of the parties (a) irrevocably consents and agrees
      that
      any legal or equitable action or proceedings arising under or in connection
      with
      this Agreement shall be brought exclusively in the federal courts of the United
      States. By execution and delivery of this Agreement, each party hereto
      irrevocably submits to and accepts, with respect to any such action or
      proceeding, generally and unconditionally, the jurisdiction of the aforesaid
      court, and irrevocably waives any and all rights such party may now or hereafter
      have to object to such jurisdiction.

     

    Section
      7.03 Notices.
      Any
      notice or other communications required or permitted hereunder shall be in
      writing and shall be sufficiently given if personally delivered to it or sent
      by
      telecopy, overnight courier or registered mail or certified mail, postage
      prepaid, addressed as follows:

     

    
      	
              If
                to Rise & Grow, to:

            	
              Rise
                and Grow Limited

            
	 	
              Room
                42, Fourth Floor

            
	 	
              New
                Henry House

            
	 	
              10
                Ice House Street

            
	 	
              Central,
                Hong Kong

            
	 	
              Attention:
                SIU Choi Fat, Sole Director

            
	 	
              Facsimile:
                (852) 2845 0504

            
	 	 
	
              With
                copies to:

            	
              Kirkpatrick
                & Lockhart Preston Gates Ellis LLP

            
	
            	Wachovia
              Financial Center
	 	
              200
                South Biscayne Blvd., Suite 2000

            
	 	
              Miami,
                FL 33131

            
	 	
              Attention:
                Clayton E. Parker, Esq.

            
	 	
              Telephone
                (305) 539-3300

            
	 	
              Facsimile:
                (305) 358-7095

            
	 	 


    

     

    
      
        
        

      

      
        -
          15 -

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to Stockholder, to:

            	
              Newrise
                Century, Inc. 

            
	 	
              Room
                502, 5th
                Floor

            
	 	
              Hua
                Teng Mansion, No. A-302

            
	 	
              Jinsongsanqu,
                Chaoyang District

            
	 	
              Beijing,
                CHINA

            
	 	
              Postal
                Code 100021

            
	 	
              Attention:
                SIU Choi Fat, Sole Director

            
	 	
              Facsimile:
                (852) 2845 0504

            
	 	 
	
              If
                to DEXT, to:

            	
              Dexterity
                Surgical, Inc.

            
	 	
              501
                South Johnstone, Suite 501

            
	 	
              Bartlesville,
                OK 74003

            
	 	
              Attention:
                James A. Ditanna, CEO and CFO

            
	 	
              Telephone:
                (918) 336-1773

            
	 	
              Facsimile:
                (918) 336-3152

            
	 	 
	
              With
                copies to:

            	
              Heskett
                & Heskett, LLP

            
	 	
              501
                South Johnstone, suite 501

            
	 	
              Bartelsville,
                OK  74003

            
	 	
              Attention:
                John Heskett, Esq.

            
	 	
              Telephone:
                (918) 336-1773

            
	 	
              Facsimile:
                (918) 336-3152

            


    

    


    or
      such
      other addresses as shall be furnished in writing by any party in the manner
      for
      giving notices hereunder, and any such notice or communication shall be deemed
      to have been given (i) upon receipt, if personally delivered, (ii) on the day
      after dispatch, if sent by overnight courier and (iii) upon dispatch, if
      transmitted by facsimile or telecopy and receipt is confirmed by telephone.
      

    


    Section
      7.04 Attorney’s
      Fees.
      In the
      event that either party institutes any action or suit to enforce this Agreement
      or to secure relief from any default hereunder or breach hereof, the prevailing
      party shall be reimbursed by the losing party for all costs, including
      reasonable attorney’s fees, incurred in connection therewith and in enforcing or
      collecting any judgment rendered therein.

     

    Section
      7.05 Confidentiality.
      Each
      party hereto agrees with the other that, unless and until the transactions
      contemplated by this Agreement have been consummated, it and its representatives
      will hold in strict confidence all data and information obtained with respect
      to
      another party or any subsidiary thereof from any representative, officer,
      director or employee, or from any books or records or from personal inspection,
      of such other party, and shall not use such data or information or disclose
      the
      same to others, except (i) to the extent such data or information is published,
      is a matter of public knowledge, or is required by law to be published; or
      (ii)
      to the extent that such data or information must be used or disclosed in order
      to consummate the transactions contemplated by this Agreement. In the event
      of
      the termination of this Agreement, each party shall return to the other party
      all documents and other materials obtained by it or on its behalf and shall
      destroy all copies, digests, work papers, abstracts or other materials relating
      thereto, and each party will continue to comply with the confidentiality
      provisions set forth herein.

     

    Section
      7.06 Public
      Announcements and Filings.
      Unless
      required by applicable law or regulatory authority, none of the parties will
      issue any report, statement or press release to the general public, to the
      trade, to the general trade or trade press, or to any third party (other than
      its advisors and representatives in connection with the transactions
      contemplated hereby) or file any document, relating to this Agreement and the
      transactions contemplated hereby, except as may be mutually agreed by the
      parties. Copies of any such filings, public announcements or disclosures,
      including any announcements or disclosures mandated by law or regulatory
      authorities, shall be delivered to each party at least one (1) business day
      prior to the release thereof.

     

    
      
        
        

      

      
        -
          16 -

        
          

        

      

      
        
        

      

    

     

    Section
      7.07 Entire
      Agreement.
      This
      Agreement represents the entire agreement between the parties relating to the
      subject matter thereof and supersedes all prior agreements, understandings
      and
      negotiations, written or oral, with respect to such subject matter.

     

    Section
      7.08 Recitals.
      The
      above
      recitals are true and correct and are incorporated herein, in their entirety,
      by
      this reference.

     

    Section
      7.09 Third
      Party Beneficiaries.
      This
      contract is strictly between DEXT, the Stockholder and Rise & Grow, and,
      except as specifically provided, no director, officer, stockholder (other than
      the Stockholder), employee, agent, independent contractor or any other person
      or
      entity shall be deemed to be a third party beneficiary of this
      Agreement.

     

    Section
      7.10 Expenses.
      Subject
      to Section 7.04 above, whether or not the Exchange is consummated, each of
      DEXT,
      the Stockholder and Rise & Grow will bear their own respective expenses,
      including legal, accounting and professional fees, incurred in connection with
      the Exchange or any of the other transactions contemplated hereby; provided,
      however, that upon the consummation of the Exchange, DEXT will not be
      responsible for the legal, accounting and other professional fees incurred
      by
      DEXT prior to the Closing Date in connection with the Exchange or an of the
      other transactions contemplated hereby. 

     

    Section
      7.11 Survival;
      Termination.
      The
      representations, warranties, and covenants of the respective parties shall
      survive the Closing Date and the consummation of the transactions herein
      contemplated for a period of two (2) years.

     

    Section
      7.12 Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original and all of which taken together shall be but a single
      instrument.

     

    Section
      7.13 Amendment
      or Waiver.
      Every
      right and remedy provided herein shall be cumulative with every other right
      and
      remedy, whether conferred herein, at law, or in equity, and may be enforced
      concurrently herewith, and no waiver by any party of the performance of any
      obligation by the other shall be construed as a waiver of the same or any other
      default then, theretofore, or thereafter occurring or existing. At any time
      prior to the Closing Date, this Agreement may by amended by a writing signed
      by
      all parties hereto, with respect to any of the terms contained herein, and
      any
      term or condition of this Agreement may be waived or the time for performance
      may be extended by a writing signed by the party or parties for whose benefit
      the provision is intended.

     

    Section
      7.14 Best
      Efforts.
      Subject
      to the terms and conditions herein provided, each party shall use its best
      efforts to perform or fulfill all conditions and obligations to be performed
      or
      fulfilled by it under this Agreement so that the transactions contemplated
      hereby shall be consummated as soon as practicable. Each party also agrees
      that
      it shall use its best efforts to take, or cause to be taken, all actions and
      to
      do, or cause to be done, all things necessary, proper or advisable under
      applicable laws and regulations to consummate and make effective this Agreement
      and the transactions contemplated herein.

     

    Section
      7.15 Entire
      Agreement.
      This
      Agreement represents the entire agreement between the parties relating to the
      subject matter thereof and supersedes all prior agreements, understandings
      and
      negotiations, written or oral, with respect to such subject matter.

     

    [Signature
      Page To Follow]

     

    
      
        
          
          

        

        
          -
            17 -

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      corporate parties hereto have caused this Share Exchange Agreement to be
      executed by their respective officers, hereunto duly authorized, as of the
      date
      first-above written.

     

    
      	 	DEXTERITY
              SURGICAL, INC.
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	
              /s/
                James A. Ditanna

            
	 	 	
              Name:
                

            	
              James
                A. Ditanna

            
	 	 	
              Title:
                

            	
              President
                and Sole Director

            
	 	 	 	 
	 	 	 	 
	 	RISE
              AND GROW LIMITED
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	
              /s/
                SIU Choi Fat

            
	 	 	
              Name:
                

            	
              SIU
                Choi Fat

            
	 	 	
              Title:
                

            	
              sole
                director

            


    

     

    
      
        
          
          

        

        
          -
            18 -

          
            

          

        

        
          
          

        

      

    

    


    The
      undersigned Stockholder of Rise & Grow hereby agrees to participate in the
      Exchange on the terms set forth above. Subject to Section 7.11 above, the
      undersigned hereby represents and affirms that it has read each of the
      representations and warranties of Rise & Grow set out in Article I hereof
      and that, to the best of its knowledge, all of such representations and
      warranties are true and correct.

     

    
      	 	NEWISE
              CENTURY INC.
	 	 	 	 
	 	 	 	 
	
            	
              
                By:
                  

              

            	
              /s/
                SIU Choi Fat

            
	 	 	
              Name:
                

            	
              SIU
                Choi Fat

            
	 	 	
              Title:
                

            	
              sole
                director

            


    

    


    
      
        
          
          

        

        
          -
            19 -

          
            

          

        

        
          
          

        

      

    

    


    RISE
      & GROW SCHEDULES

     

    
      	
              Item
                1.01

            	 	
              Certificate
                of Incorporation of Rise and Grow Limited

            
	 	 	 
	 	 	
              (Please
                see Exhibit 3.3 to the Company’s Current Report on Form 8-K as filed with
                the SEC on December 20, 2007).

            
	 	 	 
	 	 	
              Certificate
                of Incorporation of Zhi Bao Da Tong (Beijing) Technology Co.,
                Ltd.

            
	 	 	 
	 	 	
              (Please
                see Exhibit 3.4 to the Company’s Current Report on Form 8-K as filed with
                the SEC on December 20, 2007).

            
	 	 	 
	 	 	
              Charter
                of Zhi Bao Da Tong (Beijing) Technology Co.,
                Ltd.

            
	 	 	 
	 	 	
              (Please
                see Exhibit 3.5 to the Company’s Current Report on Form 8-K as filed with
                the SEC on December 20, 2007)

            
	 	 	 
	
              Item
                1.04

            	 	
              Audited
                Financial Statements of Zhiyuan at June 30, 2007
                

            
	 	 	 
	 	 	
              (Please
                see Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with
                the SEC on December 20, 2007).

            
	 	 	 
	 	 	
              Unaudited
                Consolidated Financial Statements of Rise & Grow Limited at September
                30, 2007 

            
	 	 	 
	 	 	
              (Please
                see Exhibit 99.2 to the Company’s Current Report on Form 8-K as filed with
                the SEC on December 20, 2007).

            
	 	 	 
	
              Item
                1.08

            	 	
              Material
                Contacts
                (Please see Exhibits 10.2 through 10.8 to the Company’s Current Report on
                Form 8-K as filed with the SEC on December 20, 2007):

            
	 	 	 
	 	 	
              (a)
                Exclusive Technical Consulting and Service Agreement
                

            
	 	 	 
	 	 	
              (b)
                Exclusive Equity Interest Purchase Agreement
                (Xu)

            
	 	 	 
	 	 	
              (c)
                Exclusive Equity Interest Purchase Agreement
                (Wang)

            
	 	 	 
	 	 	
              (d)
                Equity Interest Pledge Agreement (Xu)

            
	 	 	 
	 	 	
              (e)
                Equity Interest Pledge Agreement (Wang)

            
	 	 	 
	 	 	
              (f)
                Power of Attorney (Xu)

            
	 	 	 
	 	 	
              (g)
                Power of Attorney (Wang)

            
	 	 	 
	 	 	
              (h)
                All of those Zhiyuan contracts listed in Annex
                A
                attached hereto.

            


    

    


    
      
        
          
          

        

        
          -
            20 -

          
            

          

        

        
          
          

        

      

    

    


    DEXT
      SCHEDULES 

     

    
      	
              Item
                2.01

            	 	
              Certificate
                of Incorporation and Bylaws
                (Please see Exhibits 3.1 and 3.2 to the Company’s Current Report on Form
                8-K as filed with the SEC on December __, 2007).

            
	 	 	 
	
              Item
                2.04

            	 	
              Audited
                Financial Statements at December 31, 2006
                (Please see the Company’s Annual Report on Form 10-KSB as filed with the
                SEC on April 13, 2007).

            
	 	 	 
	 	 	
              Unaudited
                Financial Statements at September 30, 2007
                (Please see the Company’s Quarterly Report on Form 10-QSB as filed with
                the SEC on October 24, 2007).

            
	 	 	 
	
              Item
                2.08

            	 	
              Detailed
                Description of Reorganization (please
                see separate Item 2.08 document attached hereto).

            
	 	 	 
	
              Item
                2.09

            	 	
              Material
                Contacts:

            
	 	 	 
	 	 	
              (a)
                Warrant Cancellation Agreement, dated November 26, 2007, by and between
                Dexterity Surgical, Inc. and Ruth Shepley

            
	 	 	 
	 	 	
              (b)
                Dip Loan Agreement (Convertible), dated November 28, 2007, by and
                between
                Dexterity Surgical, Inc. and Intellect Goal Investments 
                

            
	 	 	 
	 	 	
              (c)
                Dip Loan Agreement (Convertible), dated November 28, 2007, by and
                between
                Dexterity Surgical, Inc. and MCC Group USA, Inc.  

            
	 	 	 
	 	 	
              (d)
                Dip Loan Agreement (Convertible), dated November 28, 2007, by and
                between
                Dexterity Surgical, Inc. and Tazbaz Holdings Limited

            
	 	 	 
	 	 	
              (e)
                Dip Loan Agreement (Convertible), dated November 28, 2007, by and
                between
                Dexterity Surgical, Inc. and Future Expert Investments
                Limited

            
	 	 	 
	 	 	
              (f)
                Dip Loan Agreement (Convertible), dated November 28, 2007, by and
                between
                Dexterity Surgical, Inc. and Keen Merit Investments
                Limited

            
	 	 	 
	 	 	
              (g)
                Dip Loan Agreement (Convertible), dated November 28, 2007, by and
                between
                Dexterity Surgical, Inc. and Lead Crest Investments
                Limited

            
	 	 	 
	 	 	
              (h)
                Dip Loan Agreement (Convertible), dated November 28, 2007, by and
                between
                Dexterity Surgical, Inc. and Ruth Shepley

            
	 	 	 
	 	 	
              (i)
                Stock Cancellation Agreement, dated December 11, 2007, by and between
                Dexterity Surgical, Inc. and Flex Financial Group, Inc.

            
	 	 	 
	 	 	
              (j)
                Agreement, dated November 27, 2007, by and between Dexterity Surgical,
                Inc. and Corporate Stock Transfer

            
	 	 	 
	
              Item
                2.14

            	 	
              Bank
                Accounts; Powers of Attorney:
                None.

            


    

     

    
      
        
        

      

      
        -
          21 -

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    FORM
      OF SUITABILITY LETTER

     

    TO: Dexterity
      Surgical, Inc.

     

    I
      make
      the following representations with the intent that they may be relied on by
      Dexterity Surgical, Inc. (“Company”),
      in
      determining my suitability as a purchaser of securities of the Company
      (“Shares”).
      

     

    1. I
      have
      had the opportunity to ask questions of, and receive answers and information,
      from the officers of the Company and I deemed such information sufficient to
      make an investment decision on the Company.

     

    2. I
      have
      such knowledge and experience in business and financial matters that I am
      capable of evaluating the Company, its business activities, and the risks and
      merits of this prospective investment, and I
      am
not
      utilizing a purchaser representative (as defined in regulation D) in connection
      with the evaluation of such risks and merits, except as set forth in paragraph
      3.

     

    3. I
      shall
      provide a separate written statement from each purchaser representative on
      the
      Purchaser Representative Acknowledgment form available from the Company in
      which
      is disclosed (i) the relationship of the purchaser representative with the
      Company, if any, which has existed at any time during the previous two years,
      and compensation received or to be received as a result of such relationship,
      and (ii) the education, experience, and knowledge in financial and business
      matters which enables the purchaser representative to evaluate the relative
      merits and risks of an investment in the Company. 

     

    4. The
      undersigned and the purchaser representatives listed above, if any, together
      have such knowledge and experience in financial and business matters that they
      are capable of evaluating the Company and the proposed activities thereof and
      the merits and risks of this prospective investment. 

     

    5. I
      have
      adequate means of providing for my current needs and possible personal
      contingencies and have no need in the foreseeable future for liquidity of an
      investment in the Company. 

     

    6. Instructions:
      Complete either (a) or (b) below, as applicable:

     

    (a) FOR
      ACCREDITED INVESTORS.
      I
      confirm that I am an “accredited investor” as defined under rule 501 of
      regulation D promulgated under the Securities Act of 1933, as amended (the
      “Securities
      Act”),
      as
      checked below: 

     

    (i) Any
      bank
      as defined in section 3(a)(2) of the Securities Act or any savings and loan
      association or other institution as defined in section 3(a)(5)(A) of the
      Securities Act whether acting in its individual or fiduciary capacity; any
      broker or dealer registered pursuant to section 15 of the Securities Exchange
      Act of 1934; any insurance company as defined in section 2(13) of the Securities
      Act; any investment company registered under the Investment Company Act of
      1940
      or a business development company as defined in section 2(a)(48) of that Act;
      any small business investment company licensed by the U. S. Small Business
      Administration under section 301(c) or (d) of the Small Business Investment
      Act
      of 1958; any plan established and maintained by a state, its political
      subdivisions, or any agency or instrumentality of a state or its political
      subdivisions, for the benefit of its employees, if such plan has total assets
      in
      excess of $5,000,000; any employee benefit plan within the meaning of the
      Employee Retirement Income Security Act of 1974, if the investment decision
      is
      made by a plan fiduciary, as defined in section 3(21) of such Act, which is
      either a bank, savings and loan association, insurance company, or registered
      investment adviser, or if the employee benefit plan has total assets in excess
      of $5,000,000 or, if a self-directed plan, with investment decisions made solely
      by persons that are accredited investors; 

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    
      
        	o	
                Yes

              	 	
                
                  o

                

              	
                No

              


      
 

    (ii) Any
      private business development company as defined in section 302(a)(22) of the
      Investment Advisers Act of 1940; 

     

    
      	o	
              Yes

            	 	
              
                o

              

            	
              No

            


    

     

    (iii) Any
      organization described in section 501(c)(3) of the Internal Revenue Code,
      corporation, Massachusetts or similar business trust, or partnership, not formed
      for the specific purpose of acquiring the securities offered, with total assets
      in excess of $5,000,000; 

     

    
      
        	o	
                Yes

              	 	
                
                  o

                

              	
                No

              


      

    

     

    (iv) Any
      director, executive officer, or general partner of the issuer of the securities
      being offered or sold, or any director, executive officer, or general partner
      of
      a general partner of that issuer; 

     

    
      
        	o	
                Yes

              	 	
                
                  o

                

              	
                No

              


      

    

     

    (v) Any
      natural person whose individual net worth or joint net worth with that person’s
      spouse, at the time of his or her purchase exceeds $1,000,000; 

     

    
      
        	o	
                Yes

              	 	
                
                  o

                

              	
                No

              


      

    

     

    For
      purposes of category (v), the term “net worth” means the excess of total assets
      over total liabilities. In computing net worth for the purposes of category
      (v)
      above, the undersigned’s principal residence must be valued either at (A) cost,
      including the cost of improvements, net of current encumbrances upon the
      property or (B) the appraised value of the property as determined upon a written
      appraisal used by an institutional lender making a loan to the individual
      secured by the property, including the cost of subsequent improvements, net
      of
      current encumbrances upon the property. 

     

    (vi) Any
      natural person who had an individual income in excess of $200,000 in each of
      the
      two most recent years or joint income with that person’s spouse in excess of
      $300,000 in each of those years and has a reasonable expectation of reaching
      the
      same income level in the current year;

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    
      
        	o	
                Yes

              	 	
                
                  o

                

              	
                No

              


      

    

     

    In
      determining income, the undersigned should add to his or her adjusted gross
      income any amounts attributable to tax exempt income received, losses claimed
      as
      a limited partner in any limited partnership, deductions claimed for depletion,
      contributions to an IRA or Keogh retirement plan, alimony payments, and any
      amount by which income from long-term capital gains has been reduced in arriving
      at adjusted gross income.

     

    (vii) Any
      trust, with total assets in excess of $5,000,000, not formed for the specific
      purpose of acquiring the securities offered, whose purchase is directed by
      a
      sophisticated person as described in section 230.506(b)(2)(ii); and


     

    
      
        	o	
                Yes

              	 	
                
                  o

                

              	
                No

              


      

    

     

    (viii) Any
      entity in which all of the equity owners are accredited investors. 

     

    
      
        	o	
                Yes

              	 	
                
                  o

                

              	
                No

              


      
 

    (b) FOR
      NONACCREDITED INVESTORS.
      I am
not
      an
      accredited investor.

     

    The
      following information is being provided here in lieu of furnishing a personal
      financial statement.

     

    (i) My
      net
      worth excluding principal residence, furnishings, and automobiles is at least
      _____ times the total investment I intend to make in the Company;

     

    (ii) My
      annual
      disposable income, after excluding all of my personal and family living expenses
      and other cash requirements for current obligations, is such that the loss
      of my
      entire investment in the Company would not materially alter my standard of
      living; 

     

    
      
        	o	
                Yes

              	 	
                
                  o

                

              	
                No

              


      

    

     

    (iii) Considering
      the foregoing and all other relevant factors in my financial and personal
      circumstances, I am able to bear the economic risk of an investment in the
      Company.

     

    
      
        	o	
                Yes

              	 	
                
                  o

                

              	
                No

              


      

    

     

    7. I
      have
      previously been advised that I would have an opportunity to review all the
      pertinent facts concerning the Company, and to obtain any additional information
      which I might request, to the extent possible or obtainable, without
      unreasonable effort and expense, in order to verify the accuracy of the
      information provided me. 

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    8. I
      have
      personally communicated or been offered the opportunity to communicate with
      executive officers of the Company to discuss the business and financial affairs
      of the Company, its products and activities, and its plans for the future.
      I
      acknowledge that if I would like to further avail myself of the opportunity
      to
      ask additional questions of the Company, the Company will make arrangements
      for
      such an opportunity on request. 

     

    9. I
      have
      been advised that no accountant or attorney engaged by the Company is acting
      as
      my representative, accountant, or attorney. 

     

    10. I
      will
      hold title to my interest as follows: 

     

    
      	
              
                o

              

            	
              Community
                Property

            	 	
              
                o

              

            	
              Separate
                Property

            
	 	 	 	 	 
	
              
                o

              

            	
              Joint
                Tenants, with Right of Survivorship

            	 	
              
                o

              

            	
              Tenants
                in Common

            
	 	
            	
            	 	 
	 	 	 	
              
                o

              

            	
              Other
                (Single Person, Trust, Etc., Please
                Indicate.)

            


    

     

    11. I
      am a
      bona fide resident of the state of __________. The address below is my true
      and
      correct principal residence. 

     

    DATED
      this ____ day of __________, 2007. 

     

    
      	             
              	 	               
              
	
              Name
                (Please Print)

            	 	
              Name
                of Joint Subscriber, If Any

            
	 	 	 
	             
              	 	             
              
	
              Signature

            	 	
              Signature

            
	 	 	 
	            
              	 	              
              
	
              Street
                Address

            	 	
              Street
                Address

            
	 	 	 
	              
              	 	                   
              
	
              City,
                State, and Zip Code

            	 	
              City,
                State, and Zip Code

            


    

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    FORM
      OF INVESTMENT LETTER

     

    Dexterity
      Surgical, Inc.

     

    Re: Purchase
      of shares of Common Stock of Dexterity Surgical, Inc.

     

    Gentlemen:

     

    In
      connection with the acquisition by the undersigned of shares of common stock
      of
      Dexterity Surgical, Inc. (“Securities”),
      the
      undersigned represents that the securities are being acquired without a view
      to,
      or for, resale in connection with any distribution of such Securities or any
      interest therein without registration or other compliance under the Securities
      Act of 1933, as amended (“Securities
      Act”),
      and
      that the undersigned has no direct or indirect participation in any such
      undertaking or in the underwriting of such an undertaking. 

     

    The
      undersigned understands that the Securities have not been registered, but are
      being acquired by reason of a specific exemption under the Securities Act as
      well as under certain state statutes for transactions by an issuer not involving
      any public offering and that any disposition of the subject Securities may,
      under certain circumstances, be inconsistent with this exemption and may make
      the undersigned an “underwriter” within the meaning of the Securities Act. It is
      understood that the definition of an “underwriter” focuses on the concept of
“distribution” and that any subsequent disposition of the subject Securities can
      only be effected in transactions which are not considered distributions.
      Generally, the term “distribution” is considered synonymous with “public
      offering” or any other offer or sale involving general solicitation or general
      advertising. Under present law, in determining whether a distribution occurs
      when securities are sold into the public market, under certain circumstances
      one
      must consider the availability of public information regarding the issuer,
      a
      holding period for the securities sufficient to assure that the persons desiring
      to sell the securities without registration first bear the economic risk of
      their investment, and a limitation on the number of securities which the
      stockholder is permitted to sell and on the manner of sale, thereby reducing
      the
      potential impact of the sale on the trading markets. These criteria are set
      forth specifically in rule 144 promulgated under the Securities Act. After
      one
      year from the date the Securities are fully paid for and the subscription is
      accepted by the issuer, all as calculated in accordance with rule 144(d), sales
      of the Securities in reliance on rule 144 can only be made in limited amounts
      in
      accordance with the terms and conditions of that rule. After two years from
      the
      date the Securities are fully paid for, as calculated in accordance with rule
      144(d), it can generally be sold without meeting these conditions provided
      the
      holder is not (and has not been for the preceding three months) an affiliate
      of
      the issuer. 

     

    
      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

    

    


    Dexterity
      Surgical, Inc.

     

    Page
      Two

     

    The
      undersigned acknowledges that the securities must be held and may not be sold,
      transferred, or otherwise disposed of for value unless it is subsequently
      registered under the Securities Act or an exemption from such registration
      is
      available; the issuer is under no obligation to register the Securities under
      the Securities Act or under Section 12 of the Securities Exchange Act of 1934,
      as amended, except as may be expressly agreed to by it in writing; if rule
      144
      is available, and no assurance is given that it will be, initially only routine
      sales of such Securities in limited amounts can be made in reliance on rule
      144
      in accordance with the terms and conditions of that rule; the issuer is under
      no
      obligation to the undersigned to make rule 144 available, except as may be
      expressly agreed to by it in writing; in the event rule 144 is not available,
      compliance with regulation A or some other exemption may be required before
      the
      undersigned can sell, transfer, or otherwise dispose of such Securities without
      registration under the Securities Act; the issuer’s registrar and transfer agent
      will maintain a stop transfer order against the registration of transfer of
      the
      Securities; and the certificate representing the convertible promissory notes
      and warrants composing the Securities will bear a legend in substantially the
      following form so restricting the sale of such Securities. 

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ARE “RESTRICTED
      SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT.
      THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR
      TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. 

     

    The
      issuer may refuse to register transfer of the securities in the absence of
      compliance with rule 144 unless the undersigned furnishes the issuer with a
      “no-action” or interpretative letter from the U.S. Securities and Exchange
      Commission or an opinion of counsel reasonably acceptable to the issuer stating
      that the transfer is proper; further, unless such letter or opinion states
      that
      the Securities are free of any restrictions under the Securities Act, the issuer
      may refuse to transfer the Securities to any transferee who does not furnish
      in
      writing to the issuer the same representations and agree to the same conditions
      with respect to such Securities as are set forth herein. The issuer may also
      refuse to transfer the securities if any circumstances are present reasonably
      indicating that the transferee’s representations are not accurate. 

     

     

    
      	 	 	 	Very
              truly yours,
	 	 	 	 
	
              Dated:

            	            
              	 	           
              
	 	 	 	
              (Subscriber)

            
	 	 	 	 
	 	 	 	              
              
	 	 	 	
              (Joint
                Subscriber)

            


    

    


    
      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      C

    


    [FORM
      OF LEGAL OPINION]

    


    
      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      A

    


    [ZHIYUAN
      CONTRACTS]

     

    
      
        
        

      

      
        B-4