Exhibit 10.1
                            STOCK PURCHASE AGREEMENT

     STOCK PURCHASE AGREEMENT ("Agreement") made this 13th day of December, 2007
by and among Navstar Media Holdings, Inc., a Nevada corporation ("Parent"),
Leewell Investment, Ltd. ("the Company") a Hong Kong ("HK") limited liability
corporation and a sole shareholder of Qingdao OuMei Real Estate Development,
Ltd., and Mr. Zhou Li, the sole shareholder of the Company ("Seller").

                                R E C I T A L S:

     A. The Parent and the Company have determined that an acquisition of the
Company by Parent, upon the terms and subject to the conditions set forth in
this Agreement, pursuant to which all shares of Common Stock of the Company
("Company Common Stock") issued and outstanding immediately prior to the Closing
(as defined in Section 1.03) will be exchanged for the right to receive shares
of Common Stock of Parent representing 97.2% of shares outstanding after the
sale hereby (the "Sale").

     B. Parent, Seller and the Company desire to make certain representations,
warranties, covenants and agreements in connection with the Sale and also to
prescribe various conditions to the Sale.

     C. For federal income tax purposes, the parties intend that the Sale shall
qualify as a reorganization under the provisions of Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended (the "Code").

     NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the parties agree as
follows:

                                   ARTICLE I
                                    THE SALE

     1.01 Stock Split. Immediately following or prior to the completion of the
Merger, Parent shall take all actions required to affect an appropriate stock
reverse split of the outstanding Common Stock of Parent per the request of the
Company to achieve an optimal capital structure.

     1.02 Transfer of Stock. At the Closing, the Seller will transfer to Parent
10,000 shares of the Company Common Stock, representing 100% of the issued and
outstanding shares of the common stock of the Company free and clear of all
liens, claims and encumbrances. In exchange therefor, the Company will issue and
convey to Seller such post-split shares of common stock (the "Purchase Price
Shares") constituting 97.2% of the issued and outstanding shares of common stock
of the Parent immediately post of the Purchase by the Parent of the Company.
Such shares shall be restricted from transfer under the rules and
interpretations of the U.S. Securities and Exchange Commission.


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     1.03 Closing. Unless this Agreement shall have been terminated and the
transactions herein contemplated shall have been abandoned pursuant to Section
7.01 and subject to the satisfaction or waiver of the conditions set forth in
Article VI, the closing of the Sale (the "Closing") will take place at 10:00
a.m. on the business day after satisfaction of the conditions set forth in
Article VI (or as soon as practicable thereafter) (the "Closing Date"), at the
offices of Baker & McKenzie in New York, unless another date, time or place is
agreed to in writing by the parties hereto. The Sale and all other transactions
contemplated hereby shall become effective on the Closing Date.

                                   ARTICLE II
                                    RESERVED

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

     3.01 Representations and Warranties of the Company. Except as set forth in
the Company Disclosure Schedule delivered by the Company to the Parent at the
time of execution of this Agreement, the Company represents and warrants to
Parent as follows:

          (a) Organization, Standing and Corporate Power. The Company is duly
     organized, validly existing and in good standing under the laws of Hong
     Kong and has the requisite corporate power and authority to carry on its
     business as now being conducted. The Company is duly qualified or licensed
     to do business and is in good standing in each jurisdiction in which the
     nature of its business or the ownership or leasing of its properties makes
     such qualification or licensing necessary, other than in such jurisdictions
     where the failure to be so qualified or licensed (individually or in the
     aggregate) would not have a material adverse effect with respect to the
     Company.

          (b) Subsidiaries. The Company owns 100% of its subsidiaries, Qingdao
     OuMei Real Estate capital stock of the Company consists of 10,000
     authorized shares of Company Common Stock. There are 10,000 shares of
     Common Stock outstanding, all of which are owned by Seller. Except as set
     forth above, no shares of capital stock or other equity securities of the
     Company are issued, reserved for issuance or outstanding. All outstanding
     shares of capital stock of the Company are duly authorized, validly issued,
     fully paid and nonassessable and not subject to preemptive rights. There
     are no outstanding bonds, debentures, notes or other indebtedness or other
     securities of the Company having the right to vote (or convertible into, or
     exchangeable for, securities having the right to vote) on any matters on
     which shareholders of the Company may vote. Except as set forth above,
     there are no outstanding securities, options, warrants, calls, rights,
     commitments, agreements, arrangements or undertakings of any kind to which
     the Company is a party or by which it is bound obligating the Company to
     issue, deliver or sell, or cause to be issued, delivered or sold,
     additional shares of capital stock or other equity or voting securities of
     the Company or obligating the Company to issue, grant, extend or enter into
     any such security, option, warrant, call, right, commitment, agreement,
     arrangement or undertaking. There are no outstanding contractual
     obligations, commitments, understandings or arrangements of the Company to
     repurchase, redeem or otherwise acquire or make any payment in respect of
     any shares of capital stock of the Company. There are no agreements or
     arrangements pursuant to which the Company is or could be required to
     register shares of Company Common Stock or other securities under the
     Securities Act of 1933, as amended (the "Securities Act") or other
     agreements or arrangements with or among any security holders of the
     Company with respect to securities of the Company.

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          (c) Authority; Noncontravention. The Company has the requisite
     corporate and other power and authority to enter into this Agreement and to
     consummate the transactions hereby to which it is a party. The execution
     and delivery of this Agreement by the Company and the consummation by the
     Company of the transactions contemplated hereby have been duly authorized
     by all necessary corporate action on the part of the Company. This
     Agreement has been duly executed and delivered by the Company and
     constitutes a valid and binding obligation of the Company, enforceable
     against the Company in accordance with its terms. The execution and
     delivery of this Agreement do not, and the consummation of the transactions
     contemplated by this Agreement and compliance with the provisions hereof
     will not, conflict with, or result in any breach or violation of, or
     default (with or without notice or lapse of time, or both) under, or give
     rise to a right of termination, cancellation or acceleration of or "put"
     right with respect to any obligation or to loss of a material benefit
     under, or result in the creation of any lien upon any of the properties or
     assets of the Company under, (i) the Articles of Incorporation or Bylaws of
     the Company, (ii) any loan or credit agreement, note, bond, mortgage,
     indenture, lease or other agreement, instrument, permit, concession,
     franchise or license applicable to the Company, its properties or assets,
     or (iii) subject to the governmental filings and other matters referred to
     in the following sentence, any judgment, order, decree, statute, law,
     ordinance, rule, regulation or arbitration award applicable to the Company,
     its properties or assets. No consent, approval, order or authorization of,
     or registration, declaration or filing with, or notice to, any federal,
     state or local government or any court, administrative agency or commission
     or other governmental authority, agency, domestic or foreign (a
     "Governmental Entity"), is required by or with respect to the Company in
     connection with the execution and delivery of this Agreement by the Company
     or the consummation by the Company of the transactions contemplated hereby.

          (d) Financial Statements (i) The Parent shall receive a copy of the
     audited consolidated financial statements of the Company and Company Subs
     for the fiscal year ended December 31, 2006 and 2005 and unaudited
     financial statements for the six-months ended September 30, 2007 and 2006
     ("Financial Statements"). The Financial Statements fairly present the
     financial condition of the Company at the dates indicated and its results
     of their operations and cash flows for the periods then ended and, except
     as indicated therein, reflect all claims against, debts and liabilities of
     the Company, fixed or contingent, and of whatever nature. (ii) Since
     September 30, 2007 (the "Balance Sheet Date"), there has been no material
     adverse change in the assets or liabilities, or in the business or
     condition, financial or otherwise, or in the results of operations or
     prospects, of the Company, whether as a result of any legislative or
     regulatory change, revocation of any license or rights to do business,
     fire, explosion, accident, casualty, labor trouble, flood, drought, riot,
     storm, condemnation, act of God, public force or otherwise and no material
     adverse change in the assets or liabilities, or in the business or
     condition, financial or otherwise, or in the results of operation or
     prospects, of the Company except in the ordinary course of business. (iii)
     Since the Balance Sheet Date, the Company has not suffered any damage,
     destruction or loss of physical property (whether or not covered by
     insurance) affecting its condition (financial or otherwise) or operations
     (present or prospective), nor has the Company issued, sold or otherwise
     disposed of, or agreed to issue, sell or otherwise dispose of, any capital
     stock or any other security of the Company and has not granted or agreed to
     grant any option, warrant or other right to subscribe for or to purchase
     any capital stock or any other security of the Company or has incurred or
     agreed to incur any indebtedness for borrowed money.

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          (e) Absence of Certain Changes or Events. Since June 30, 2007, the
     Company has conducted its business only in the ordinary course consistent
     with past practice, and there is not and has not been: (i) any material
     adverse change with respect to the Company; (ii) any condition, event or
     occurrence which individually or in the aggregate could reasonably be
     expected to have a material adverse effect or give rise to a material
     adverse change with respect to the Company; (iii) any event which, if it
     had taken place following the execution of this Agreement, would not have
     been permitted by Section 4.01 without prior consent of Parent; or (iv) any
     condition, event or occurrence which could reasonably be expected to
     prevent, hinder or materially delay the ability of the Company to
     consummate the transactions contemplated by this Agreement.

          (f) Litigation; Labor Matters; Compliance with Laws.

               (i) There is no suit, action or proceeding or investigation
          pending or, to the knowledge of the Company, threatened against or
          affecting the Company or any basis for any such suit, action,
          proceeding or investigation that, individually or in the aggregate,
          could reasonably be expected to have a material adverse effect with
          respect to the Company or prevent, hinder or materially delay the
          ability of the Company to consummate the transactions contemplated by
          this Agreement, nor is there any judgment, decree, injunction, rule or
          order of any Governmental Entity or arbitrator outstanding against the
          Company having, or which, insofar as reasonably could be foreseen by
          the Company, in the future could have, any such effect.

               (ii) The Company is not a party to, or bound by, any collective
          bargaining agreement, contract or other agreement or understanding
          with a labor union or labor organization, nor is it the subject of any
          proceeding asserting that it has committed an unfair labor practice or
          seeking to compel it to bargain with any labor organization as to
          wages or conditions of employment nor is there any strike, work
          stoppage or other labor dispute involving it pending or, to its
          knowledge, threatened, any of which could have a material adverse
          effect with respect to the Company.

               (iii) The conduct of the business of the Company complies with
          all statutes, laws, regulations, ordinances, rules, judgments, orders,
          decrees or arbitration awards applicable thereto.

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          (g) Benefit Plans. The Company is not a party to any collective
     bargaining agreement or any bonus, pension, profit sharing, deferred
     compensation, incentive compensation, stock ownership, stock purchase,
     phantom stock, retirement, vacation, severance, disability, death benefit,
     hospitalization, medical or other plan, arrangement or understanding
     (whether or not legally binding) under which the Company currently has an
     obligation to provide benefits to any current or former employee, officer
     or director of the Company (collectively, "Benefit Plans").

          (h) Certain Employee Payments. The Company is not a party to any
     employment agreement which could result in the payment to any current,
     former or future director or employee of the Company of any money or other
     property or rights or accelerate or provide any other rights or benefits to
     any such employee or director as a result of the transactions contemplated
     by this Agreement, whether or not (i) such payment, acceleration or
     provision would constitute a "parachute payment" (within the meaning of
     Section 280G of the Code), or (ii) some other subsequent action or event
     would be required to cause such payment, acceleration or provision to be
     triggered.

          (i) Tax Returns and Tax Payments. The Company has timely filed all Tax
     Returns required to be filed by it, has paid all Taxes shown thereon to be
     due and has provided adequate reserves in its financial statements for any
     Taxes that have not been paid, whether or not shown as being due on any
     returns. No material claim for unpaid Taxes has been made or become a lien
     against the property of the Company or is being asserted against the
     Company, no audit of any Tax Return of the Company is being conducted by a
     tax authority, and no extension of the statute of limitations on the
     assessment of any Taxes has been granted by the Company and is currently in
     effect. As used herein, "taxes" shall mean all taxes of any kind,
     including, without limitation, those on or measured by or referred to as
     income, gross receipts, sales, use, ad valorem, franchise, profits,
     license, withholding, payroll, employment, excise, severance, stamp,
     occupation, premium value added, property or windfall profits taxes,
     customs, duties or similar fees,, assessments or charges of any kind
     whatsoever, together with any interest and any penalties, additions to tax
     or additional amounts imposed by any governmental authority, domestic or
     foreign. As used herein, "Tax Return" shall mean any return, report or
     statement required to be filed with any governmental authority with respect
     to Taxes.

          (j) Environmental Matters. The Company is in compliance with all
     applicable Environmental Laws. "Environmental Laws" means all applicable
     federal, state and local statutes, rules, regulations, ordinances, orders,
     decrees and common law relating in any manner to contamination, pollution
     or protection of human health or the environment, and similar state laws.

          (k) Material Contract Defaults. The Company is not, or has not
     received any notice or has any knowledge that any other party is, in
     default in any respect under any Material Contract; and there has not
     occurred any event that with the lapse of time or the giving of notice or
     both would constitute such a material default. For purposes of this
     Agreement, a Material Contract means any contract, agreement or commitment
     that is effective as of the Closing Date to which the Company is a party
     (i) with expected receipts or expenditures in excess of $100,000, (ii)
     requiring the Company to indemnify any person, (iii) granting exclusive
     rights to any party, (iv) evidencing indebtedness for borrowed or loaned
     money in excess of $100,000 or more, including guarantees of such
     indebtedness, or (v) which, if breached by the Company in such a manner
     would (A) permit any other party to cancel or terminate the same (with or
     without notice of passage of time) or (B) provide a basis for any other
     party to claim money damages (either individually or in the aggregate with
     all other such claims under that contract) from the Company or (C) give
     rise to a right of acceleration of any material obligation or loss of any
     material benefit under any such contract, agreement or commitment.

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          (l) Properties. The Company has good, clear and marketable title to
     all the tangible properties and tangible assets reflected in the latest
     balance sheet as being owned by the Company or acquired after the date
     thereof which are, individually or in the aggregate, material to the
     Company's business (except properties sold or otherwise disposed of since
     the date thereof in the ordinary course of business), free and clear of all
     material liens.

          (m) Trademarks and Related Contracts. To the knowledge of the Company:

               (i) As used in this Agreement, the term "Trademarks" means
          trademarks, service marks, trade names, Internet domain names,
          designs, slogans, and general intangibles of like nature; the term
          "Trade Secrets" means technology; trade secrets and other confidential
          information, know-how, proprietary processes, formulae, algorithms,
          models, and methodologies; the term "Intellectual Property" means
          patents, copyrights, Trademarks, applications for any of the
          foregoing, and Trade Secrets; the term "Company License Agreements"
          means any license agreements granting any right to use or practice any
          rights under any Intellectual Property (except for such agreements for
          off-the-shelf products that are generally available or less than
          $25,000), and any written settlements relating to any Intellectual
          Property, to which the Company is a party or otherwise bound; and the
          term "Software" means any and all computer programs, including any and
          all software implementations of algorithms, models and methodologies,
          whether in source code or object code.

               (ii) To the knowledge of the Company, none of the Company's
          Intellectual Property or Company License Agreements infringe upon the
          rights of any third party that may give rise to a cause of action or
          claim against the Company or its successors.

          (n) Board Recommendation. The Board of Directors of the Company has
     unanimously determined that the terms of the Sale are fair to and in the
     best interests of the shareholders of the Company and recommended that the
     Seller execute this Agreement.

     3.02 Representations and Warranties of Company Subs. Except as set forth in
the Company Disclosure Schedule delivered by the Company to the Parent at the
time of execution of this Agreement, the Company represents and warrants to
Parent as follows:


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          (a) Organization, Standing and Corporate Power. Company Subs are duly
     organized, validly existing and in good standing under the laws of the
     People's Republic of China, the State of California and the British Virgin
     Islands and have the requisite corporate power and authority to carry on
     their respective business as now being conducted. Company Subs are duly
     qualified or licensed to do business and are in good standing in each
     jurisdiction in which the nature of their business or the ownership or
     leasing of their properties makes such qualification or licensing
     necessary, other than in such jurisdictions where the failure to be so
     qualified or licensed (individually or in the aggregate) would not have a
     material adverse effect (as defined in Section 9.02) with respect to
     Company Subs.

          (b) Subsidiaries. The Company Subs are 100% owned by the Company and
     shall remain wholly owned subsidiaries of the Company following the Sale.

          (c) Capital Structure. Except as set forth in the Financial
     Statements, no shares of capital stock or other equity securities of
     Company Subs are issued, reserved for issuance or outstanding. All
     outstanding equity ownership interest in Company Subs are duly authorized,
     validly issued, fully paid and nonassessable and not subject to preemptive
     rights. There are no outstanding bonds, debentures, notes or other
     indebtedness or other securities of Company Subs having the right to vote
     (or convertible into, or exchangeable for, securities having the right to
     vote) on any matters on which shareholders of Company Subs may vote. The
     Company Disclosure Schedule sets forth the outstanding Capitalization of
     Company Subs. Except as set forth above, there are no outstanding
     securities, options, warrants, calls, rights, commitments, agreements,
     arrangements or undertakings of any kind to which Company Subs are a party
     or by which they are bound obligating Company Subs to issue, deliver or
     sell, or cause to be issued, delivered or sold, additional shares of
     capital stock or other equity or voting securities of Company Subs or
     obligating Company Subs to issue, grant, extend or enter into any such
     security, option, warrant, call, right, commitment, agreement, arrangement
     or undertaking. There are no outstanding contractual obligations,
     commitments, understandings or arrangements of Company Subs to repurchase,
     redeem or otherwise acquire or make any payment in respect of any shares of
     capital stock of Company Subs. There are no agreements or arrangements
     pursuant to which Company Subs are or could be required to register shares
     of Company Common Stock or other securities under the Securities Act of
     1933, as amended (the "Securities Act") or other agreements or arrangements
     with or among any security holders of Company Subs with respect to
     securities of Company Subs.

          (d) Authority; Noncontravention. Each of the Company Subs has the
     requisite corporate and other power and authority to enter into this
     Agreement and to make the representations contained herein. This Agreement
     has been duly executed and delivered by Company Subs and constitutes a
     valid and binding obligation of Company Subs, enforceable against Company
     Subs in accordance with its terms. The execution and delivery of this
     Agreement do not, and the consummation of the transactions contemplated by
     this Agreement and compliance with the provisions hereof will not, conflict
     with, or result in any breach or violation of, or default (with or without
     notice or lapse of time, or both) under, or give rise to a right of
     termination, cancellation or acceleration of or "put" right with respect to
     any obligation or to loss of a material benefit under, or result in the
     creation of any lien upon any of the properties or assets of Company Subs
     under, (i) the Articles of Incorporation or Bylaws of Company Subs, (ii)
     any loan or credit agreement, note, bond, mortgage, indenture, lease or
     other agreement, instrument, permit, concession, franchise or license
     applicable to Company Subs, its properties or assets, or (iii) subject to
     the governmental filings and other matters referred to in the following
     sentence, any judgment, order, decree, statute, law, ordinance, rule,
     regulation or arbitration award applicable to Company Subs, their
     properties or assets. No consent, approval, order or authorization of, or
     registration, declaration or filing with, or notice to, any federal, state
     or local government or any court, administrative agency or commission or
     other governmental authority, agency, domestic or foreign (a "Governmental
     Entity"), is required by or with respect to Company Subs in connection with
     the execution and delivery of this Agreement by Company Subs or the
     consummation by Company Subs of the transactions contemplated hereby,
     except, as set forth in the Company Disclosure Schedule.


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          (e) Absence of Certain Changes or Events. Since June 30, 2007, other
     than the ownership interest transfer to the Company, if applicable, each of
     the Company Subs has conducted its business only in the ordinary course
     consistent with past practice, and there is not and has not been: (i) any
     material adverse change with respect to Company Subs; (ii) any condition,
     event or occurrence which individually or in the aggregate could reasonably
     be expected to have a material adverse effect or give rise to a material
     adverse change with respect to Company Subs; (iii) any event which, if it
     had taken place following the execution of this Agreement, would not have
     been permitted by Section 4.01 without prior consent of Parent; or (iv) any
     condition, event or occurrence which could reasonably be expected to
     prevent, hinder or materially delay the ability of Company Subs to
     consummate the transactions contemplated by this Agreement.

          (f) Litigation; Labor Matters; Compliance with Laws.

          (i) There is no suit, action or proceeding or investigation pending
     or, to the knowledge of Company Subs, threatened against or affecting
     Company Subs or any basis for any such suit, action, proceeding or
     investigation that, individually or in the aggregate, could reasonably be
     expected to have a material adverse effect with respect to Company Subs or
     prevent, hinder or materially delay the ability of Company Subs to
     consummate the transactions contemplated by this Agreement, nor is there
     any judgment, decree, injunction, rule or order of any Governmental Entity
     or arbitrator outstanding against Company Subs having, or which, insofar as
     reasonably could be foreseen by Company Subs, in the future could have, any
     such effect.

               (ii) None of the Company Subs is a party to, or bound by, any
          collective bargaining agreement, contract or other agreement or
          understanding with a labor union or labor organization, nor is any the
          subject of any proceeding asserting that it has committed an unfair
          labor practice or seeking to compel it to bargain with any labor
          organization as to wages or conditions of employment nor is there any
          strike, work stoppage or other labor dispute involving it pending or,
          to its knowledge, threatened, any of which could have a material
          adverse effect with respect to Company Subs.

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               (iii) The conduct of the business of Company Subs complies with
          all statutes, laws, regulations, ordinances, rules, judgments, orders,
          decrees or arbitration awards applicable thereto.

          (g) Benefit Plans. None of the Company Subs is a party to any
     collective bargaining agreement or any bonus, pension, profit sharing,
     deferred compensation, incentive compensation, stock ownership, stock
     purchase, phantom stock, retirement, vacation, severance, disability, death
     benefit, hospitalization, medical or other plan, arrangement or
     understanding (whether or not legally binding) under which it currently has
     an obligation to provide benefits to any current or former employee,
     officer or director of Company Subs (collectively, "Benefit Plans").

          (h) Certain Employee Payments. None of the Company Subs is a party to
     any employment agreement which could result in the payment to any current,
     former or future director or employee of Company Subs of any money or other
     property or rights or accelerate or provide any other rights or benefits to
     any such employee or director as a result of the transactions contemplated
     by this Agreement, whether or not (i) such payment, acceleration or
     provision would constitute a "parachute payment" (within the meaning of
     Section 280G of the Code), or (ii) some other subsequent action or event
     would be required to cause such payment, acceleration or provision to be
     triggered.

          (i) Tax Returns and Tax Payments. Each of the Company Subs has timely
     filed all Tax Returns required to be filed by it, has paid all Taxes shown
     thereon to be due and has provided adequate reserves in its financial
     statements for any Taxes that have not been paid, whether or not shown as
     being due on any returns. No material claim for unpaid Taxes has been made
     or become a lien against the property of Company Subs or is being asserted
     against Company Subs, no audit of any Tax Return of Company Subs is being
     conducted by a tax authority, and no extension of the statute of
     limitations on the assessment of any Taxes has been granted by Company Subs
     and is currently in effect. As used herein, "taxes" shall mean all taxes of
     any kind, including, without limitation, those on or measured by or
     referred to as income, gross receipts, sales, use, ad valorem, franchise,
     profits, license, withholding, payroll, employment, excise, severance,
     stamp, occupation, premium value added, property or windfall profits taxes,
     customs, duties or similar fees,, assessments or charges of any kind
     whatsoever, together with any interest and any penalties, additions to tax
     or additional amounts imposed by any governmental authority, domestic or
     foreign. As used herein, "Tax Return" shall mean any return, report or
     statement required to be filed with any governmental authority with respect
     to Taxes.

          (j) Environmental Matters. Each of the Company Subs is in material
     compliance with all applicable Environmental Laws. "Environmental Laws"
     means all applicable federal, state and local statutes, rules, regulations,
     ordinances, orders, decrees and common law relating in any manner to
     contamination, pollution or protection of human health or the environment,
     and similar state laws.

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          (k) Material Contract Defaults. None of the Company Subs is, nor have
     they received any notice or has any knowledge that any other party is, in
     default in any respect under any Material Contract; and there has not
     occurred any event that with the lapse of time or the giving of notice or
     both would constitute such a material default. For purposes of this
     Agreement, a Material Contract means any contract, agreement or commitment
     that is effective as of the Closing Date to which Company Subs is a party
     (i) with expected receipts or expenditures in excess of $100,000, (ii)
     requiring Company Subs to indemnify any person, (iii) granting exclusive
     rights to any party, (iv) evidencing indebtedness for borrowed or loaned
     money in excess of $100,000 or more, including guarantees of such
     indebtedness, or (v) which, if breached by Company Subs in such a manner
     would (A) permit any other party to cancel or terminate the same (with or
     without notice of passage of time) or (B) provide a basis for any other
     party to claim money damages (either individually or in the aggregate with
     all other such claims under that contract) from Company Subs or (C) give
     rise to a right of acceleration of any material obligation or loss of any
     material benefit under any such contract, agreement or commitment.

          (l) Properties. Each of the Company Subs has good, clear and
     marketable title to all the tangible properties and tangible assets
     reflected in the latest balance sheet as being owned by Company Subs or
     acquired after the date thereof which are, individually or in the
     aggregate, material to Company Subs's business (except properties sold or
     otherwise disposed of since the date thereof in the ordinary course of
     business), free and clear of all material liens.

          (m) Trademarks and Related Contracts. To the knowledge of Company
     Subs:

               (i) As used in this Agreement, the term "Trademarks" means
          trademarks, service marks, trade names, Internet domain names,
          designs, slogans, and general intangibles of like nature; the term
          "Trade Secrets" means technology; trade secrets and other confidential
          information, know-how, proprietary processes, formulae, algorithms,
          models, and methodologies; the term "Intellectual Property" means
          patents, copyrights, Trademarks, applications for any of the
          foregoing, and Trade Secrets; the term "Company License Agreements"
          means any license agreements granting any right to use or practice any
          rights under any Intellectual Property (except for such agreements for
          off-the-shelf products that are generally available or less than
          $25,000), and any written settlements relating to any Intellectual
          Property, to which Company Subs is a party or otherwise bound; and the
          term "Software" means any and all computer programs, including any and
          all software implementations of algorithms, models and methodologies,
          whether in source code or object code.

               (ii) To the knowledge of Company Subs, none of Company Subs's
          Intellectual Property or Company License Agreements infringe
          materially upon the rights of any third party that may give rise to a
          cause of action or claim against Company Subs or their successors.

     3.03 Representations and Warranties of Parent. Except as set forth in the
disclosure schedule delivered by Parent to the Company at the time of execution
of this Agreement (the "Parent Disclosure Schedule"), Parent represents and
warrants to the Company as follows:

                                       10
<PAGE>
          (a) Organization, Standing and Corporate Power. Parent is duly
     organized, validly existing and in good standing under the laws of the
     State of Nevada, and has the requisite corporate power and authority to
     carry on its business as now being conducted. Parent is duly qualified or
     licensed to do business and is in good standing in each jurisdiction in
     which the nature of its business or the ownership or leasing of its
     properties makes such qualification or licensing necessary, other than in
     such jurisdictions where the failure to be so qualified or licensed
     (individually or in the aggregate) would not have a material adverse effect
     with respect to Parent.

          (b) Subsidiaries. The Parent has no subsidiaries.

          (c) Capital Structure. The authorized capital stock of Parent consists
     of 200,000,000 shares of Parent Common Stock, par value $0.001, of which
     approximately 26,000,000 shares are issued and outstanding (the "Parent
     Common Stock"), of which approximately up to 10,000,000 shall be cancelled
     due to the planned spin-off of the media assets and cancellation of shares
     issued to former employees. No shares of Parent Common Stock are issuable
     upon the exercise of outstanding warrants, convertible notes, options and
     otherwise. Except as set forth above, no shares of capital stock or other
     equity securities of Parent are issued, reserved for issuance or
     outstanding. All outstanding shares of capital stock of Parent are, and all
     shares which may be issued pursuant to this Agreement will be, when issued,
     duly authorized, validly issued, fully paid and nonassessable, not subject
     to preemptive rights, and issued in compliance with all applicable state
     and federal laws concerning the issuance of securities. There are no
     outstanding bonds, debentures, notes or other indebtedness or other
     securities of Parent having the right to vote (or convertible into, or
     exchangeable for, securities having the right to vote) on any matters on
     which shareholders of Parent may vote. Except as set forth above, there are
     no outstanding securities, options, warrants, calls, rights, commitments,
     agreements, arrangements or undertakings of any kind to which Parent is a
     party or by which it is bound obligating Parent to issue, deliver or sell,
     or cause to be issued, delivered or sold, additional shares of capital
     stock or other equity securities of Parent or obligating Parent to issue,
     deliver or sell, or cause to be issued, delivered or sold, additional
     shares of capital stock or other equity securities of Parent or obligating
     Parent to issue, grant, extend or enter into any such security, option,
     warrant, call, right, commitment, agreement, arrangement or undertaking.
     There are no outstanding contractual obligations, commitments,
     understandings or arrangements of Parent to repurchase, redeem or otherwise
     acquire or make any payment in respect of any shares of capital stock of
     Parent.

          (d) Authority; Noncontravention. Parent has all requisite corporate
     authority to enter into this Agreement and to consummate the transactions
     contemplated by this Agreement. The execution and delivery of this
     Agreement by Parent and the consummation by Parent of the transactions
     contemplated by this Agreement have been (or at Closing will have been)
     duly authorized by all necessary corporate action on the part of Parent.
     This Agreement has been duly executed and delivered by and constitutes a
     valid and binding obligation of Parent, enforceable against each such party
     in accordance with its terms. The execution and delivery of this agreement
     do not, and the consummation of the transactions contemplated by this
     Agreement and compliance with the provisions of this Agreement will not,
     conflict with, or result in any breach or violation of, or default (with or
     without notice or lapse of time, or both) under, or give rise to a right of
     termination, cancellation or acceleration of or "put" right with respect to
     any obligation or to loss of a material benefit under, or result in the
     creation of any lien upon any of the properties or assets of Parent under
     (i) the articles of incorporation or bylaws of Parent, (ii) any loan or
     credit agreement, note, bond, mortgage, indenture, lease or other
     agreement, instrument, permit, concession, franchise or license applicable
     to Parent or its respective properties or assets, or (iii) subject to the
     governmental filings and other matters referred to in the following
     sentence, any judgment, order, decree, statute, law, ordinance, rule,
     regulation or arbitration award applicable to Parent or its respective
     properties or assets, other than, in the case of clauses (ii) and (iii),
     any such conflicts, breaches, violations, defaults, rights, losses or liens
     that individually or in the aggregate could not have a material adverse
     effect with respect to Parent or could not prevent, hinder or materially
     delay the ability of Parent to consummate the transactions contemplated by
     this Agreement. No consent, approval, order or authorization of, or
     registration, declaration or filing with, or notice to, any Governmental
     Entity is required by or with respect to Parent in connection with the
     execution and delivery of this Agreement by Parent or the consummation by
     Parent of any of the transactions contemplated by this Agreement.

                                       11
<PAGE>
          (e) SEC Documents; Undisclosed Liabilities. Parent has filed all
     reports, schedules, forms, statements and other documents as required by
     the Securities and Exchange Commission (the "SEC"), and Parent has
     delivered or made available to the Company all reports, schedules, forms,
     statements and other documents filed with the SEC (collectively, and in
     each case including all exhibits and schedules thereto and documents
     incorporated by reference therein, the "Parent SEC Documents"). As of their
     respective dates, the Parent SEC Documents complied in all material
     respects with the requirements of the Securities Act or the Securities
     Exchange Act of 1934, as the case may be, and the rules and regulations of
     the SEC promulgated thereunder applicable to such Parent SEC documents, and
     none of the Parent SEC Documents (including any and all consolidated
     financial statements included therein) as of such date contained any untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary in order to make the statements therein,
     in light of the circumstances under which they were made, not misleading.
     Except to the extent revised or superseded by a subsequent filing with the
     SEC (a copy of which has been provided to the Company prior to the date of
     this Agreement), none of the Parent SEC Documents, to the knowledge of
     Parent's management, contains any untrue statement of a material fact or
     omits to state any material fact or omitted to state a material fact
     required to be stated therein or necessary in order to make the statements
     therein, in light of the circumstances under which they were made, not
     misleading. The consolidated financial statements of Parent included in
     such Parent SEC Documents comply as to form in all material respects with
     applicable accounting requirements and the published rules and regulations
     of the SEC with respect thereto, have been prepared in accordance with
     generally accepted accounting principles (except, in the case of unaudited
     consolidated quarterly statements, as permitted by Form 10-QSB of the SEC)
     applied on a consistent basis during the periods involved (except as may be
     indicated in the notes thereto) and fairly present the consolidated
     financial position of Parent and its consolidated subsidiaries as of the
     dates thereof and the consolidated results of operations and changes in
     cash flows for the periods then ended (subject, in the case of unaudited
     quarterly statements, to normal year-end audit adjustments as determined by
     Parent's independent accountants). Except as set forth in the Parent SEC
     Documents, at the date of the most recent financial statements of Parent
     included in the Parent SEC Documents, Parent had not incurred any
     liabilities or obligations of any nature (whether accrued, absolute,
     contingent or otherwise) which, individually or in the aggregate, could
     reasonably be expected to have a material adverse effect with respect to
     Parent.

                                       12
<PAGE>
          (f) Absence of Certain Changes or Events. Except as disclosed in the
     Parent SEC Documents, since the date of the most recent financial
     statements included in the Parent SEC Documents, Parent has conducted its
     business only in the ordinary course consistent with past practice in light
     of its current business circumstances, and there is not and has not been:
     (i) any material adverse change with respect to Parent; (ii) any condition,
     event or occurrence which, individually or in the aggregate, could
     reasonably be expected to have a material adverse effect or give rise to a
     material adverse change with respect to Parent; (iii) any event which, if
     it had taken place following the execution of this Agreement, would not
     have been permitted by Section 4.01 without the prior consent of the
     Company; or (iv) any condition, event or occurrence which could reasonably
     be expected to prevent, hinder or materially delay the ability of Parent to
     consummate the transactions contemplated by this Agreement.

          (g) Litigation; Labor Matters; Compliance with Laws.

               (i) There is no suit, action or proceeding or investigation
          pending or, to the knowledge of Parent, threatened against or
          affecting Parent or any basis for any such suit, action, proceeding or
          investigation that, individually or in the aggregate, could reasonably
          be expected to have a material adverse effect with respect to Parent
          or prevent, hinder or materially delay the ability of Parent to
          consummate the transactions contemplated by this Agreement, nor is
          there any judgment, decree, injunction, rule or order of any
          Governmental Entity or arbitrator outstanding against Parent having,
          or which, insofar as reasonably could be foreseen by Parent, in the
          future could have, any such effect.

               (ii) Parent is not a party to, or bound by, any collective
          bargaining agreement, contract or other agreement or understanding
          with a labor union or labor organization, nor is it the subject of any
          proceeding asserting that it has committed an unfair labor practice or
          seeking to compel it to bargain with any labor organization as to
          wages or conditions of employment nor is there any strike, work
          stoppage or other labor dispute involving it pending or, to its
          knowledge, threatened, any of which could have a material adverse
          effect with respect to Parent.

               (iii) The conduct of the business of Parent complies with all
          statutes, laws, regulations, ordinances, rules, judgments, orders,
          decrees or arbitration awards applicable thereto.

                                       13
<PAGE>
          (h) Benefit Plans. Parent is not a party to any Benefit Plan under
     which Parent currently has an obligation to provide benefits to any current
     or former employee, officer or director of Parent.

          (i) Certain Employee Payments. Parent is not a party to any employment
     agreement which could result in the payment to any current, former or
     future director or employee of Parent of any money or other property or
     rights or accelerate or provide any other rights or benefits to any such
     employee or director as a result of the transactions contemplated by this
     Agreement, whether or not (i) such payment, acceleration or provision would
     constitute a "parachute payment" (within the meaning of Section 280G of the
     Code), or (ii) some other subsequent action or event would be required to
     cause such payment, acceleration or provision to be triggered.

          (j) Tax Returns and Tax Payments. Parent has timely filed all Tax
     Returns required to be filed by it, has paid all Taxes shown thereon to be
     due and has provided adequate reserves in its financial statements for any
     Taxes that have not been paid, whether or not shown as being due on any
     returns. No material claim for unpaid Taxes has been made or become a lien
     against the property of Parent or is being asserted against Parent, no
     audit of any Tax Return of Parent is being conducted by a tax authority,
     and no extension of the statute of limitations on the assessment of any
     Taxes has been granted by Parent and is currently in effect.

          (k) Environmental Matters. Parent is in material compliance with all
     applicable Environmental Laws.

          (l) Material Contract Defaults. Parent is not, or has not, received
     any notice or has any knowledge that any other party is, in default in any
     respect under any Material Contract; and there has not occurred any event
     that with the lapse of time or the giving of notice or both would
     constitute such a material default. For purposes of this Agreement, a
     Material Contract means any contract, agreement or commitment that is
     effective as of the Closing Date to which Parent is a party (i) with
     expected receipts or expenditures in excess of $10,000, (ii) requiring
     Parent to indemnify any person, (iii) granting exclusive rights to any
     party, (iv) evidencing indebtedness for borrowed or loaned money in excess
     of $10,000 or more, including guarantees of such indebtedness, or (v)
     which, if breached by Parent in such a manner would (A) permit any other
     party to cancel or terminate the same (with or without notice of passage of
     time) or (B) provide a basis for any other party to claim money damages
     (either individually or in the aggregate with all other such claims under
     that contract) from Parent or (C) give rise to a right of acceleration of
     any material obligation or loss of any material benefit under any such
     contract, agreement or commitment.

          (m) Properties. Parent has good, clear and marketable title to all the
     tangible properties and tangible assets reflected in the latest balance
     sheet as being owned by Parent or acquired after the date thereof which
     are, individually or in the aggregate, material to Parent's business
     (except properties sold or otherwise disposed of since the date thereof in
     the ordinary course of business), free and clear of all material liens.

                                       14
<PAGE>
          (n) Trademarks and Related Contracts. Parent does not hold any
     Trademarks, Trade Secrets, or Intellectual Property, and is not party to
     any license agreements regarding such.

          (o) Board Recommendation. The Board of Directors of Parent has
     unanimously determined that the terms of this Agreement are fair to and in
     the best interests of the shareholders of Parent.

     3.04 Representations and Warranties of the Seller. The Seller represents,
warrants and undertakes to the Parent that, except as set forth in the
Disclosure Schedule:

          (a) Transfer of Title. Seller shall transfer all right, title and
     interest in and to the Company Common Stock to the Parent free and clear of
     all liens, security interests, pledges, encumbrances, charges,
     restrictions, demands and claims, of any kind or nature whatsoever, whether
     direct or indirect or contingent.

               (i) Due Execution. This Agreement has been duly executed and
          delivered by the Seller.

               (ii) Valid Agreement. This Agreement constitutes, and upon
          execution and delivery thereof by the Seller, will constitute, a valid
          and binding agreement of the Seller enforceable against the Seller in
          accordance with its terms.

               (iii) Authorization. The execution, delivery and performance by
          the Seller of this Agreement and the delivery by the Seller of the
          Company Common Stock have been duly and validly authorized by the
          Company, and no further consent or authorization of the Seller, the
          Company, its Board of Directors, or its stockholders is required.

               (iv) Seller's Title to the Company Common Stock; No Liens or
          Preemptive Rights; Valid Issuance. Seller has and at the Closing will
          have good and valid title and control of the Company Common Stock;
          there will be no existing impediment or encumbrance to the sale and
          transfer of such Company Common Stock to the Parent; and on delivery
          to the Parent of the Company Common Stock, good and valid title to all
          the Company Common Stock will pass to Parent and all of the Company
          Common Stock will be free and clear of all taxes, liens, security
          interests, pledges, rights of first refusal or other preference
          rights, encumbrances, charges, restrictions, demands, claims or
          assessments of any kind or any nature whatsoever whether direct,
          indirect or contingent and shall not be subject to preemptive rights,
          tag-along rights, or similar rights of any of the stockholders of the
          Company. The Company Common Stock have been legally and validly issued
          in compliance with all applicable U.S. federal and state securities
          laws, and are fully paid and non-assessable shares of the Company's
          common stock; and the Company Common Stock have all been issued under
          duly authorized resolutions of the Board of Directors of the Company.
          At the Closing, Seller shall deliver to the Parent certificates
          representing the Company Common Stock free and clear of all liens,
          security interests, pledges, encumbrances, charges, restrictions,
          demands or claims in any other party whatsoever with appropriate stock
          powers with medallion guarantees.

                                       15
<PAGE>
          (b) No Governmental Action Required. The execution and delivery by the
     Seller of this Agreement does not and will not, and the consummation of the
     transactions contemplated hereby will not, require any action by or in
     respect of, or filing with, any governmental body, agency or governmental
     official.

          (c) Compliance with Applicable Law and Corporate Documents. The
     execution and delivery by the Seller and the Company of this Agreement does
     not and will not, and the sale by the Seller of the Company Common Stock
     and the consummation of the other transactions contemplated by this
     Agreement does not and will not contravene or constitute a default under or
     violation of (i) any provision of applicable law or regulation, or (ii) any
     agreement, judgment, injunction, order, decree or other instrument binding
     upon the Seller or the Company's assets, or result in the creation or
     imposition of any lien on any asset of the Seller.

          (d) Not a Voting Trust: No Proxies. None of the Company Common Stock
     is or will be subject to any voting trust or agreement. No person holds or
     has the right to receive any proxy or similar instrument with respect to
     the Company Common Stock. Except as provided in this Agreement, the Seller
     is not a party to any agreement which offers or grants to any person the
     right to purchase or acquire any of the Company Common Stock. There is no
     applicable local, state or federal law, rule, regulation, or decree which
     would, as a result of the sale contemplated by this Agreement, impair,
     restrict or delay any voting rights with respect to the Company Common
     Stock.

          (e) Adoption of Company's Representations. The Seller adopts and
     remakes as its own each and every representation, warranty and undertaking
     made by the Company and the Company Subs in Sections 3.01 and 3.02 as if it
     had made such representations, warranties and undertakings to the Parent
     directly.

          (f) Brokers. No broker, finder or investment banker is entitled to any
     brokerage, finder's or other fee or commission payable by the Parent or the
     Company or Seller in connection with the transactions contemplated by this
     Agreement.

          (g) Investment Intent. Seller represents that it is acquiring and will
     acquire, as the case may be, the Purchase Price Shares issuable pursuant
     hereto solely for its own account for investment purposes only and not with
     a view toward resale or distribution thereof other than pursuant to an
     effective registration statement or applicable exemption from the
     registration requirements of the Securities Act of 1933, as amended (the
     "Securities Act"). Seller understands that such Purchase Price Shares will
     be issued in reliance upon an exemption from the registration requirements
     of the Securities Act and that subsequent sale or transfer of such
     securities is prohibited absent registration or exemption from the
     provisions of the Securities Act. Seller hereby agrees that it will not
     sell, assign, transfer, pledge or otherwise convey any of the Purchase
     Price Shares issuable pursuant hereto, except in compliance with the
     provisions of the Securities Act and in accordance with any transfer
     restrictions or similar terms set forth on the certificates representing
     such securities or otherwise set forth herein. Seller acknowledges
     receiving copies of the most recent Parent SEC Documents.

                                       16
<PAGE>
                                   ARTICLE IV
                    COVENANTS RELATING TO CONDUCT OF BUSINESS
                                PRIOR TO CLOSING

4.01 Conduct of Company and Parent. From the date of this Agreement and until
the Closing, or until the prior termination of this Agreement, Company and
Parent shall not, unless mutually agreed to in writing:

          (a) engage in any transaction, except in the normal and ordinary
     course of business, or create or suffer to exist any Lien or other
     encumbrance upon any of their respective assets or which will not be
     discharged in full prior to the Closing;

          (b) sell, assign or otherwise transfer any of their assets, or cancel
     or compromise any debts or claims relating to their assets, other than for
     fair value, in the ordinary course of business, and consistent with past
     practice;

          (c) fail to use reasonable efforts to preserve intact their present
     business organizations, keep available the services of their employees and
     preserve its material relationships with customers, suppliers, licensors,
     licensees, distributors and others, to the end that its good will and
     on-going business not be impaired prior to the Closing;

          (d) except for matters related to complaints by former employees
     related to wages, suffer or permit any material adverse change to occur
     with respect to Company and Parent or their business or assets; or

          (e) make any material change with respect to their business in
     accounting or bookkeeping methods, principles or practices, except as
     required by GAAP.

4.02     Access to Information; Confidentiality.

          (a) The Company shall, and shall cause its officers, employees,
     counsel, financial advisors and other representatives to, afford to Parent
     and its representatives reasonable access during normal business hours
     during the period prior to the Closing to its and to Company Subs's
     properties, books, contracts, commitments, personnel and records and,
     during such period, the Company shall, and shall cause its and Company
     Subs's officers, employees and representatives to, furnish promptly to
     Parent all information concerning their respective business, properties,
     financial condition, operations and personnel as such other party may from
     time to time reasonably request. For the purposes of determining the
     accuracy of the representations and warranties of the Parent set forth
     herein and compliance by the Parent of its obligations hereunder, during
     the period prior to the Closing, Parent shall provide the Company and its
     representatives with reasonable access during normal business hours to its
     properties, books, contracts, commitments, personnel and records as may be
     necessary to enable the Company to confirm the accuracy of the
     representations and warranties of Parent set forth herein and compliance by
     Parent of its obligations hereunder, and, during such period, Parent shall,
     and shall cause its subsidiaries, officers, employees and representatives
     to, furnish promptly to the Company upon its request (i) a copy of each
     report, schedule, registration statement and other document filed by it
     during such period pursuant to the requirements of federal or state
     securities laws and (ii) all other information concerning its business,
     properties, financial condition, operations and personnel as such other
     party may from time to time reasonably request. Except as required by law,
     each of the Company and Parent will hold, and will cause its respective
     directors, officers, employees, accountants, counsel, financial advisors
     and other representatives and affiliates to hold, any nonpublic information
     in confidence.

                                       17
<PAGE>
          (b) No investigation pursuant to this Section 4.02 shall affect any
     representations or warranties of the parties herein or the conditions to
     the obligations of the parties hereto.

     4.03 Best Efforts. Upon the terms and subject to the conditions set forth
in this Agreement, each of the parties agrees to use its best efforts to take,
or cause to be taken, all actions, and to do, or cause to be done, and to assist
and cooperate with the other parties in doing, all things necessary, proper or
advisable to consummate and make effective, in the most expeditious manner
practicable, the Sale and the other transactions contemplated by this Agreement.
Parent and the Company will use their best efforts and cooperate with one
another (i) in promptly determining whether any filings are required to be made
or consents, approvals, waivers, permits or authorizations are required to be
obtained (or, which if not obtained, would result in an event of default,
termination or acceleration of any agreement or any put right under any
agreement) under any applicable law or regulation or from any governmental
authorities or third parties, including parties to loan agreements or other debt
instruments and promptly making any such filings, in furnishing information
required in connection therewith and in timely seeking to obtain any such
consents, approvals, permits or authorizations and (ii) in facilitating each
other's due diligence investigations. Parent and the Company shall mutually
cooperate in order to facilitate the achievement of the benefits reasonably
anticipated from the Sale.

     4.04 Public Announcements. Parent, on the one hand, and the Company, on the
other hand, will consult with each other before issuing, and provide each other
the opportunity to review and comment upon, any press release or other public
statements with respect to the transactions contemplated by this Agreement and
shall not issue any such press release or make any such public statement prior
to such consultation, except as may be required by applicable law or court
process. The parties agree that the initial press release or releases to be
issued with respect to the transactions contemplated by this Agreement shall be
mutually agreed upon prior to the issuance thereof. Notwithstanding the
foregoing, Company may disclose the contemplated Sale as required in filings
with the SEC.

     4.05 No Solicitation. Except as previously agreed to in writing by the
other party, neither Company or Parent shall authorize or permit any of its
officers, directors, agents, representatives, or advisors to (a) solicit,
initiate or encourage or take any action to facilitate the submission of
inquiries, proposals or offers from any person relating to any matter concerning
any merger, consolidation, business combination, recapitalization or similar
transaction involving Company or Parent, respectively, other than the
transaction contemplated by this Agreement or any other transaction the
consummation of which would or could reasonably be expected to impede, interfere
with, prevent or delay the Sale or which would or could be expected to dilute
the benefits to the Company of the transactions contemplated hereby. Company or
Parent will immediately cease and cause to be terminated any existing
activities, discussions and negotiations with any parties conducted heretofore
with respect to any of the foregoing.

                                       18
<PAGE>
                                   ARTICLE V
                                OTHER AGREEMENTS

     5.01 Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such expenses.

     5.02 Directors and Officers. Upon the Closing, all officers and directors
of the Parent shall resign and Parent shall have taken all action to cause the
people nominated by the Company to be elected as and to serve in their capacity
as the Chairman of its Board of Directors, the Chief Executive Officer, the
Chief Financial Officer, as the Chief Operation Officer, and as the Directors of
the Parent.

     5.03 Disposal of Assets. Prior to the consummation of the purchase of the
Company and before the end of fiscal year 2007, the Parent shall return Beijing
Broadcasting and Television Media Co., Ltd. ("Beijing Media") and Beijing Lucky
Star Century Advertisement Co. Ltd.("Lucky Star") to their original shareholders
against the return and cancellation of the shares of common stock of the Parent
issued to them for the acquisition of Beijing Media and Lucky Star.

     5.04 Cancellation of Shares. Other than for the shares of common stock that
have been paid for in cash consideration and those agreed to and accepted by the
Company, all the shares issued to employees of the Parent as incentives and
issued to acquistion targets prior to this contemplated transaction shall be
cancelled.

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

     6.01 Conditions to Each Party's Obligation to Close. The respective
obligation of each party hereto is subject to the satisfaction or waiver on or
prior to the Closing Date of the following conditions:

          (a) Opinions of Counsel. Execution and delivery of the following: (i)
     to the Company, an opinion of counsel from Parent's legal counsel that the
     terms, conditions and structure of the Sale satisfy Nevada law; (ii) to the
     Parent, an opinion of counsel from the Company's legal counsel that the
     terms, conditions and structure of the Sale satisfy Hong Kong law; and
     (iii) to the Parent, an opinion of counsel from Company Subs's legal
     counsel that the terms, conditions and structure of the Sale satisfy the
     People's Republic of China law.

                                       19
<PAGE>
          (b) No Injunctions or Restraints. No temporary restraining order,
     preliminary or permanent injunction or other order issued by any court of
     competent jurisdiction or other legal restraint or prohibition preventing
     the consummation of the Sale shall be in effect.

     6.02 Conditions to Obligations of Parent. The obligations of Parent to
effect the Sale are further subject to the following conditions:

          (a) Representations and Warranties. The representations and warranties
     of the Company and Seller set forth in this Agreement shall be true and
     correct in all material respects, in each case as of the date of this
     Agreement and as of the Closing Date as though made on and as of the
     Closing Date. Parent shall have received a certificate signed on behalf of
     the Company by the president of the Company to such effect.

          (b) Performance of Obligations of the Company. The Company and Seller
     shall have performed the obligations required to be performed by it under
     this Agreement at or prior to the Closing Date (except for such failures to
     perform as have not had or could not reasonably be expected, either
     individually or in the aggregate, to have a material adverse effect with
     respect to the Company or adversely affect the ability of the Company to
     consummate the transactions herein contemplated or perform its obligations
     hereunder), and Parent shall have received a certificate signed on behalf
     of the Company by the president of the Company to such effect.

          (c) Consents, etc. Parent shall have received evidence, in form and
     substance reasonably satisfactory to it, that such licenses, permits,
     consents, approvals, authorizations, qualifications and orders of
     governmental authorities and other third parties as necessary in connection
     with the transactions contemplated hereby have been obtained.

          (d) No Litigation. There shall not be pending or threatened by any
     Governmental Entity any suit, action or proceeding (or by any other person
     any suit, action or proceeding which has a reasonable likelihood of
     success), (i) challenging or seeking to restrain or prohibit the
     consummation of the Sale or any of the other transactions contemplated by
     this Agreement or seeking to obtain from Parent any damages that are
     material in relation to Parent taken as a whole, (ii) seeking to prohibit
     or limit the ownership or operation by the Company, Company Subs or Parent
     of any material portion of the business or assets of the Company, Company
     Subs or Parent, or to dispose of or hold separate any material portion of
     the business or assets of the Company, Company Subs or Parent, as a result
     of the Sale or any of the other transactions contemplated by this
     Agreement, (iii) seeking to impose limitations on the ability of Parent to
     acquire or hold, or exercise full rights of ownership of, any shares of
     Company Common Stock, including, without limitation, the right to vote the
     Company Common Stock on all matters properly presented to the shareholders
     of the Company, or (iv) seeking to prohibit Parent from effectively
     controlling in any material respect the business or operations of the
     Company.

          (e) Due Diligence Investigation. Parent shall be satisfied with the
     results of its due diligence investigation of the Company and Company Subs
     in its sole and absolute discretion.

                                       20
<PAGE>
          (f) Form 8-K. The Company shall file a Form 8-K with the SEC within
     four business days of the Closing Date containing Form 10 information about
     the combined Parent and Company and audited financial statements of the
     Company as required by Regulation S-B. Such Form 8-K shall be in form and
     substance acceptable to Parent and its counsel prior to Closing.

     6.03 Conditions to Obligation of the Company. The obligation of the Company
to effect the Sale is further subject to the following conditions:

     (a) Representations and Warranties. The representations and warranties of
Parent set forth in this Agreement shall be true and correct in all material
respects, in each case as of the date of this Agreement and as of the Closing
Date as though made on and as of the Closing Date. The Company shall have
received a certificate signed on behalf of Parent by the president of Parent to
such effect.

     (b) Performance of Obligations of Parent. Parent shall have performed the
obligations required to be performed by it under this Agreement at or prior to
the Closing Date (except for such failures to perform as have not had or could
not reasonably be expected, either individually or in the aggregate, to have a
material adverse effect with respect to Parent or adversely affect the ability
of Parent to consummate the transactions herein contemplated or perform its
obligations hereunder), and the Company shall have received a certificate signed
on behalf of Parent by the president of Parent to such effect.

     (c) No Litigation. There shall not be pending or threatened any suit,
action or proceeding before any court, Governmental Entity or authority (i)
pertaining to the transactions contemplated by this Agreement or (ii) seeking to
prohibit or limit the ownership or operation by the Company, Company Subs or
Parent, or to dispose of or hold separate any material portion of the business
or assets of the Company, Company Subs or Parent.

     (d) Consents, etc. Company shall have received evidence, in form and
substance reasonably satisfactory to it, that such licenses, permits, consents,
approvals, authorizations, qualifications and orders of governmental authorities
and other third parties as necessary in connection with the transactions
contemplated hereby have been obtained.

     (e) Resignations. Parent shall deliver to the Company written resignations
of all of the officers and directors of the Parent and evidence of election of
those new directors and officers as further described in Section 5.02 herein.

     (f) Form 8-K. The Company shall file a Form 8-K with the SEC within four
business days of the Closing Date containing Form 10 information about the
combined Parent and Company and audited financial statements of the Company as
required by Regulation S-B. Such Form 8-K shall be inform and substance
acceptable to Parent and its counsel prior to Closing.

                                       21

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     (g) Section 14(f) Compliance. Parent shall have filed with the SEC an
Information Statement pursuant to Section 14(f) of the Securities Exchange Act
of 1934 and mailed same to its shareholders at least ten days prior to Closing.

                                  ARTICLE VII
                        TERMINATION, AMENDMENT AND WAIVER

     7.01 Termination. This Agreement may be terminated and abandoned at any
time prior to the Closing:

          (a) by mutual written consent of Parent and the Company;

          (b) by either Parent or the Company if any Governmental Entity shall
     have issued an order, decree or ruling or taken any other action
     permanently enjoining, restraining or otherwise prohibiting the Sale and
     such order, decree, ruling or other action shall have become final and
     nonappealable; and

          (c) if the Closing shall not have occurred for any reason by December
     31, 2007.

     7.02 Effect of Termination. In the event of termination of this Agreement
by either the Company or Parent as provided in Section 7.01, this Agreement
shall forthwith become void and have no effect, without any liability or
obligation on the part of Parent or the Company. Nothing contained in this
Section shall relieve any party for any breach of the representations,
warranties, covenants or agreements set forth in this Agreement.

     7.03 Amendment. This Agreement may not be amended except by an instrument
in writing signed on behalf of each of the parties.

     7.04 Extension; Waiver. Subject to Section 7.01(c), at any time prior to
the Closing, the parties may (a) extend the time for the performance of any of
the obligations or other acts of the other parties, (b) waive any inaccuracies
in the representations and warranties contained in this Agreement or in any
document delivered pursuant to this Agreement, or (c) waive compliance with any
of the agreements or conditions contained in this Agreement. Any agreement on
the part of a party to any such extension or waiver shall be valid only if set
forth in an instrument in writing signed on behalf of such party. The failure of
any party to this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights.

     7.05 Procedure for Termination, Amendment, Extension or Waiver. A
termination of this Agreement pursuant to Section 7.01, an amendment of this
Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement
pursuant to Section 7.04 shall, in order to be effective, require in the case of
Parent or the Company, action by its Board of Directors.

     7.06 Return of Documents. In the event of termination of this Agreement for
any reason, Parent and Company will return to the other party all of the other
party's documents, work papers, and other materials (including copies) relating
to the transactions contemplated in this Agreement, whether obtained before or
after execution of this Agreement. Parent and Company will not use any
information so obtained from the other party for any purpose and will take all
reasonable steps to have such other party's information kept confidential.


                                       22
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                                  ARTICLE VIII
                               GENERAL PROVISIONS

     8.01 Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given if delivered personally or sent by facsimile, electronic mail, or
overnight courier (providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

          (a) if to Parent or Parent Representative, to:

               Ranny Liang

          (b) if to the Company, to:


               Attention:

          8.02 Definitions. For purposes of this Agreement:

               (a) an "affiliate" of any person means another person that
          directly or indirectly, through one or more intermediaries, controls,
          is controlled by, or is under common control with, such first person;

               (b) "material adverse change" or "material adverse effect" means,
          when used in connection with the Company or Parent, any change or
          effect that either individually or in the aggregate with all other
          such changes or effects is materially adverse to the business, assets,
          properties, condition (financial or otherwise) or results of
          operations of such party and its subsidiaries taken as a whole (after
          giving effect in the case of Parent to the consummation of the Sale);

               (c) "person" means an individual, corporation, partnership, joint
          venture, association, trust, unincorporated organization or other
          entity; and

               (d) a "subsidiary" of any person means another person, an amount
          of the voting securities, other voting ownership or voting partnership
          interests of which is sufficient to elect at least a majority of its
          board of Directors or other governing body (or, if there are no such
          voting interests, fifty percent (50%) or more of the equity interests
          of which) is owned directly or indirectly by such first person.

     8.03 Interpretation. When a reference is made in this Agreement to a
Section, Exhibit or Schedule, such reference shall be to a Section of, or an
Exhibit or Schedule to, this Agreement unless otherwise indicated. The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Whenever the words
"include", "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation".


                                       23
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     8.04 Entire Agreement; No Third-Party Beneficiaries. This Agreement and the
other agreements referred to herein constitute the entire agreement, and
supersede all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter of this Agreement. This Agreement
is not intended to confer upon any person other than the parties any rights or
remedies.

     8.05 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Nevada, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.

     8.06 Assignment. Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned, in whole or in part, by
operation of law or otherwise by any of the parties without the prior written
consent of the other parties. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of, and be enforceable by, the
parties and their respective successors and assigns.

     8.07 Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.

     8.08 Counterparts. This Agreement may be executed in one or more identical
counterparts, all of which shall be considered one and the same instrument and
shall become effective when one or more such counterparts shall have been
executed by each of the parties and delivered to the other parties.

     8.09 Survival. The representations and warranties herein shall not survive
the Closing. All covenants and agreements that by their terms extend past the
Closing shall survive the Closing for the full period of limitations applicable
to such agreements.

                            [Signature Page Follows]


                                       24
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     IN WITNESS WHEREOF, the undersigned have caused their duly authorized
officers to execute this Agreement as of the date first above written.

                                     Navstar Media Holdings, Inc..



                                     By: /s/ Ranny Liang
                                         ---------------
                                     Name:Ranny Liang
                                     Title:  Chairperson


                                     Leewell Investment, Ltd.



                                     By:  //signed//
                                          ----------------
                                     Name:
                                     Title:  President



                                     Seller:


                                         /s/ Zhou Li
                                         -----------
                                     By: Zhou Li


                                       25
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