EXHIBIT 10.1

                          AGREEMENT AND PLAN OF MERGER

         THIS AGREEMENT AND PLAN  OF  MERGER ("Agreement") is  made  and entered
into as of April 20, 2007, by  and  among  MULTI SOLUTIONS, INC., a  New  Jersey
corporation ("Parent"), MULTI SUB, INC., a New Jersey corporation and  a  wholly
owned subsidiary of Parent ("Acquisition Sub"), USA REAL NEW TECHNOLOGY, INC., a
New Jersey corporation ("Company"), as the  direct  parent  of  SHAANXI REAL NEW
TECHNOLOGY CO. LTD., a limited liability corporation incorporated under the laws
of The People's Republic of China ("Shaanxi") and ROBERT L. FROME ("Frome"),  an
individual, BRIDGE VENTURES, INC., a Florida corporation ("Bridge Ventures") and
MICHAEL POTTER, an individual ("Potter")(Frome, Bridge Ventures  and  Potter are
hereinafter collectively referred to as the "Controlling Shareholders")

         WHEREAS, the  Controlling  Shareholders  are the holders of Parent's 6%
Convertible  Debentures  in  the  aggregate  principal   amount of $105,000 (the
"Debentures"), which Debentures convert into  an  aggregate of 73,839,393 shares
of Parent's common stock, par value $.001 ("Parent Common Stock"); and

         WHEREAS, as  of  the  date  hereof  the  Controlling  Shareholders have
converted $26,880 of such aggregate principal balance of  the   Debentures  into
18,903,031 shares of  Parent  Common Stock (the "Converted Shares") or 47.3%  of
the issued and outstanding  shares of Parent on a fully diluted basis (excluding
the Convertible Debentures) and 54,936,362 shares  of Parent Common Stock remain
issuable  upon  conversion of  the remaining principal amount of Debentures (the
"Unconverted Shares"); and

         WHEREAS, the respective Boards of Directors of Parent, Acquisition  Sub
and Company have determined that a merger of Acquisition Sub with  and  into the
Company (the "Merger"), upon the terms and  subject  to the conditions set forth
in this Agreement, would be fair and in  the  best interests of their respective
shareholders, and such Boards of Directors have approved such  Merger,  pursuant
to   which (i)   the   Controlling    Shareholders  shall sell  to the Company's
shareholders, on a pro rata basis,  the  Converted  Shares, (ii) the Controlling
Shareholders  shall  assign  to the Company's shareholders the remaining amounts
due  under  the Debentures (the "Debenture Assignments") and (iii) Parent shall,
at such  time  as a Certificate of Amendment (the "Certificate of Amendment") is
filed pursuant to Section 1.03 of this  Agreement, issue  to the shareholders of
the Company, an aggregate of 9,296,619 additional shares  of Parent Common Stock
(or such other number of additional shares requested to be issued by the Company
prior to the Effective Date (the "Additional Shares"),  such  Additional  Shares
being issued on a post Reverse Stock Split basis as contemplated by Section 1.03
of  this  Agreement  and  issue  the  Unconverted  Shares upon conversion of the
Debentures  on  a  post  Reverse  Stock  Split  basis (the Converted Shares, the
Debenture  Assignments  and  the  Additional Shares are hereinafter collectively
referred to as the "Merger Consideration") in exchange for (i) all of the issued
and outstanding shares of common stock of the Company (the "Company Stock")  and
$200,000 (the "Cash Consideration"); and

         WHEREAS, as a result of the  foregoing,  immediately  after the Merger,
the shareholders of the Company shall own 47.3%  of  the  issued and outstanding
total shares of Parent's Common Stock

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on a fully diluted basis (exclusive of the Debentures), and the  stockholders of
the  Parent  (other than the Controlling Shareholders)  shall  own 52.7% of  the
Parent  Common  Stock (exclusive of the Debentures); and

         WHEREAS, at such time as the Certificate of Amendment is filed and  the
Additional Shares and Unconverted Shares (both on a  post  Reverse  Stock  Split
basis) are issued, the  Controlling  Shareholders  shall  be issued an amount of
shares  of  Parent  Common  Stock  equal to two percent (2%) of  the  issued and
outstanding shares of Parent Common Stock on a fully diluted, post Reverse Stock
Split basis (the "2% Shares"); and

         WHEREAS, immediately after the issuance of the Unconverted  Shares, the
issuance of the Additional Shares and the  issuance  of  the 2%  Shares, (i) the
shareholders  of  the  Company   shall  own approximately 95% of the issued  and
outstanding  shares  of  Parent  Common Stock on a fully diluted basis, (ii) the
shareholders of the Parent (other than  the  Controlling Shareholders) shall own
approximately 3% (but not less than 0.4%) of  the  issued and outstanding shares
of  Parent  Common  Stock  on  a  fully diluted basis and (iii)  the Controlling
Shareholders  shall own 2% of the issued and outstanding shares of Parent Common
Stock on a fully diluted basis; and

         WHEREAS, the parties hereto intend and accordingly designate the Merger
so that the Merger shall qualify  as  a  reorganization  for  federal income tax
purposes under the provisions of  Section  368  of  the Internal Revenue Code of
1986, as amended (the "Code"); and

         WHEREAS, the parties hereto desire  to  make  certain  representations,
warranties, covenants and agreements in connection with the  Merger and also  to
prescribe various conditions to the Merger.

         NOW,  THEREFORE, in  consideration  of  the  foregoing  and  the mutual
covenants and agreements herein contained, and  intending  to  be  legally bound
hereby, the parties hereby agree as follows:

                                    ARTICLE I

                                   THE MERGER

         SECTION 1.01 The Merger. Upon the terms and subject to  the  conditions
set forth in this Agreement, and in  accordance  with  the  New  Jersey Business
Corporation Act (the "NJBCA"), Acquisition Sub shall merge with and into Company
at the Effective Time of the Merger (as defined in Section 1.03). Following  the
Effective Time, the separate existence of Company shall cease, and Company shall
continue  as  the  surviving  corporation  ("Surviving Corporation"), and  shall
assume all the rights and obligations of Acquisition Sub in accordance with  the
NJBCA. As a result of the Merger, Company shall be a wholly owned subsidiary  of
the Parent, with Shaanxi as an indi

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         SECTION 1.02  The Closing.

         (a) The Closing of the transactions contemplated by this Agreement (the
"Closing") shall take place in the offices of McLaughlin  &  Stern,  LLP  on the
15th day of May 2007, commencing  at 10:00am  Eastern  Daylight Saving Time (the
"Closing Date"), unless another place or time is mutually agreed upon in writing
by the parties; provided, however, that  the Closing Date shall be no later than
May 31, 2007.

         (b) At the Closing or prior thereto, Parent  and Company shall exchange
the various certificates, instruments and such documents referred to in  Article
VII of this Agreement.

         SECTION 1.03  Effective Time.

         (a) Subject to the provisions of this Agreement, as soon as practicable
on  or  after  the  Closing  Date,  Acquisition  Sub  and Company shall file the
Articles  of  Merger  or  other  appropriate  documents (in  any  such case, the
"Articles of Merger") executed in accordance with the relevant provisions of the
NJBCA and shall make all other filings or recordings required under the NJBCA in
order  to  effectuate the Merger and in order to accomplish the proper execution
of Acquisition Sub's and Parent's obligations under this Agreement.

         (b) The Merger shall become effective at such time as the  Articles  of
Merger are duly filed with the New Jersey Secretary of State, or  at  such other
time as the Parent and the Company shall agree  as  should  be  specified in the
Articles  of Merger (the time the Merger  becomes  effective  being  hereinafter
referred to as the "Effective Time").

         (c) Upon the Effective Time, (i) the  Controlling  Shareholders   shall
deliver to the Company's shareholders the certificates evidencing  the Converted
Shares, with stock powers duly executed in blank, which shall be  subject to the
restrictions thereon as set forth in Section 1.08, and the Debenture Assignments
and  original  Debentures, (ii)  the  Board  of  Directors  of  the   Parent and
shareholders owning a majority of the issued and outstanding  shares  of  Parent
Stock  shall  deliver  to  the  Company's  shareholders  written  consents  (the
"Consents") authorizing (i) the filing of a Certificate of Amendment  so  as  to
increase  the  Parent's authorized  shares  of  Common  Stock  to  not less than
200,000,000  shares  of  Common Stock and to authorize the issuance of 5,000,000
shares  of "blank check"  preferred  stock, (ii) the approval of a reverse stock
split  of Parent's  capital stock (the "Reverse Stock Split")  on  a one (1) for
sixty four (64) or such other terms determined by the Company provided that  the
shareholders  of  Parent (excluding the Controlling Shareholders) shall  own  no
less than 0.4% of the issued and outstanding shares of Parent Common Stock on  a
fully  diluted  basis, (iii)  the  issuance  of   the   Additional   Shares, the
Unconverted Shares and the 2%  Shares  upon  effectiveness of the Certificate of
Amendment, (iv) authorization and approval of any such actions as the  directors
of Parent may determine are necessary, required  or  appropriate,  including (if
necessary) the approval of this  Agreement  and  the  transactions  contemplated
herein, and (v) the appointment of new directors as provided in Section 1.06 and
the approval of change in the majority of Parent's Board of Directors.

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         (d) Promptly following the Effective Time, Parent shall  promptly  file
with the Securities and Exchange Commission ("SEC"), pursuant to  Regulation 14C
under  the  Securities  and  Exchange  Act   of   1934   (the "Exchange Act"), a
preliminary information statement  ("Information Statement") with respect to the
actions taken pursuant  to  the  Consents.  Notwithstanding  the  foregoing, the
parties hereto agree and acknowledge that the issuance of the  Additional Shares
and the Unconverted Shares, as well  as  the  Reverse  Stock  Split shall not be
effective  until  the Information Statement is circulated and the Certificate of
Amendment is filed.

         (e) The Surviving Corporation may, at  any  time  after  the  Effective
Time, take any action (including  executing  and delivering any document) in the
name and on behalf of either  the  Company  or  the  Acquisition Sub in order to
carry out and effectuate the transactions contemplated by  this  Agreement. From
the Effective Time, the Surviving Corporation  shall  possess all of the rights,
privileges, powers and franchises  and  be  subject  to all of the restrictions,
disabilities  and  duties  of Company and Acquisition Sub, all as provided under
the NJBCA.

         SECTION 1.04  Effects of the Merger. The Merger shall have the  effects
set forth in the applicable provisions of the NJBCA.

         SECTION 1.05  Articles of Incorporation and Bylaws.

                  (a) The  Articles  of  Incorporation  of  Company as in effect
immediately prior to the Effective Time shall be the Articles  of  Incorporation
of the Surviving Corporation until  thereafter  changed  or  amended as provided
therein or by applicable law.

                  (b) The bylaws of the Company as in effect  immediately  prior
to the Effective Time shall be the bylaws  of  the  Surviving  Corporation until
thereafter changed or amended as provided therein or by applicable law.

         SECTION 1.06  Directors.  At  the   Closing   Date,   Jerome   Goubeaux
("Goubeaux") and Ken Roberts ("Roberts"), the sole incumbent Directors of Parent
shall stay in office and the Company shall nominate  two  additional  members to
the Board of Directors. Following the Closing, Parent  shall  distribute  to the
Parent's shareholders information with respect to the additional  new  directors
to be elected to the Board in accordance  with  the  Exchange Act and, following
the  expiration  of  any  applicable  notice  period, and upon conversion of the
Unconverted  Shares, the  Parent's  incumbent  directors  shall  resign, and  be
replaced  by  the  Directors  chosen  by  the  holders of a majority of the then
outstanding shares of Common Stock of the Parent.

         SECTION 1.07  Officers. At the Closing Date, the resignation letters of
Gobeaux, the President of the Parent and Roberts, the  Secretary  of  the Parent
shall become effective, and the new officers  of  the  Company, as determined by
the Company, shall  be  appointed  as  officers  of the Parent and the Surviving
Corporation until the  earlier  of  their  resignation or removal or until their
respective successors are duly elected and qualified,  as  the case may be. With
each resignation, the resigning officers shall confirm  in  writing that he does
not owe and is not owed anything by Parent.

         SECTION 1.08  Shares Not Registered. The Conversion Shares, the
Non-Converted   Shares   and   the   Additional   Shares,   issued     or     to
be    issued    by    either    the    Controlling    Shareholders  and/or   the

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Parent   to   the   Company's   shareholders,   when    issued,  will   not   be
registered   under   the   Securities   Act   of    1933,   as  amended ("Act"),
or   the  securities  laws  of  any  state  or  states,  but  shall be issued in
reliance upon the exemptions from registration provided  by  Section 4(2) of the
Act and/or Rule 505 or 506 of Regulation D under  the  Act  and  under analogous
state securities laws, or upon any other such exemption, on the grounds that the
issuance  does  not  involve  any  public offering. The  Conversion  Shares, the
Non-Converted  Shares  and  the  Additional Shares issued or to be issued by the
Controlling  Shareholders and/or  the  Parent will be "restricted securities" as
that term is defined in Rule 144(a) of the General Rules and  Regulations  under
the Act and must be held indefinitely, unless they  are  subsequently registered
under the Act  or  an  exemption  from  the  Act's  registration requirements is
available for their resale. All certificates  evidencing the  Conversion Shares,
the Non-Converted Shares and the Additional Shares issued or to be issued by the
Controlling Shareholders or Parent shall, unless and until removed in accordance
with law, bear a restrictive legend substantially in the following form:

              "THE SHARES REPRESENTED  BY THIS CERTIFICATE  HAVE  NOT  BEEN
              REGISTERED UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE
              "ACT"),  AND  ARE  "RESTRICTED  SECURITIES"  AS  THAT TERM IS
              DEFINED  IN RULE 144 UNDER THE ACT. THESE  SHARES  MAY NOT BE
              OFFERED  FOR  SALE,  SOLD  OR  OTHERWISE  TRANSFERRED  EXCEPT
              PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT,
              OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT."

                                   ARTICLE II

                  EFFECT OF THE MERGER ON THE CAPITALIZATION OF
                            THE CONSTITUENT ENTITIES

         SECTION 2.01 Effect  on  Capitalization. As  of  the Effective Time, by
such actions to be taken by the parties' hereto, or otherwise  by  virtue of the
Merger and without any action on the part of the holders of the Company's Common
Stock or the holder of shares of capital stock of Acquisition Sub or Parent:

                  (a) Issuance of Conversion Shares; Assignment  of  Debentures.
Subject to this Section 2.01, and subject to the Parent's  capitalization  prior
to the execution of the Merger as set forth in Section 4.03, as of the Effective
Time, the  Controlling  Shareholders  shall (i)  issue  the  shareholders of the
Company the  Converted  Shares and (ii) have  assigned the   Debentures  to  the
shareholders  of  the  Company,  provided, however,  that  the conversion of the
Debentures into  the  Unconverted  Shares shall be contingent upon the filing of
the Certificate  of Amendment as set forth in Section 1.08. Upon issuance of the
Conversion Shares, the  shareholders of the Company will own 47.3% of the issued
and  outstanding  shares  of Parent on  a  fully  diluted  basis (excluding  the
Convertible Debentures) and the remaining  shareholders of the Parent (excluding
the Majority Shareholders) shall own 52.7% of the  issued and outstanding shares
of Parent on a fully diluted basis (excluding the Convertible Debentures).

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                  (b) Additional Shares;  Unconverted  Shares; 2%  Shares.  Upon
filing the Certificate of Amendment and upon effectiveness of the Reverse  Stock
Split the shareholders of the Company shall be issued the Additional Shares  and
shall convert the Debentures  into  the  Unconverted  Shares.  Furthermore,  the
Controlling Shareholders  shall  be issued the 2% Shares. Immediately  following
the  foregoing  issuances, (i)  the  shareholders  of  the  Company   shall  own
approximately 95% of the issued and outstanding shares of Parent Common Stock on
a  fully  diluted  basis, (ii) the  shareholders  of   Parent  (other  than  the
Controlling Shareholders) shall own approximately 3% (not less than 0.4%) of the
issued and outstanding shares of Parent Common Stock on  a  fully  diluted basis
and (iii)  the  Controlling  Shareholders  shall  own 2%  of  the   issued   and
outstanding shares of Parent Common Stock

                  (c) Cancellation   of   Company's  Common  Stock.  As  of  the
Effective Time, the Company's Common Stock shall  no  longer  be outstanding and
shall  automatically  be  canceled  and  retired and shall  cease  to exist, and
holders of certificates representing the Company's Common  Stock  shall cease to
have any  rights with respect thereto, except the right to   receive  the Merger
Consideration.

                  (d) No Further Ownership Rights in Company  Common  Stock. All
shares of  Parent  Common Stock issued upon the consummation  of  the  Merger in
accordance with the terms of this Article II shall be deemed to have  been  paid
in full satisfaction of all rights pertaining to the Company's Common Stock.

                  (e) Cancellation of Treasury Stock. As of the Effective  Time,
each share of Parent's Common Stock held by the Parent  as treasury stock  shall
be cancelled, and no payment shall be made with respect thereto.

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Company represents and warrants to Parent and Acquisition Sub that  the
statements contained in this Article III are true, correct, and  complete as  of
the date of this Agreement and will be true and correct as of the Closing Date:

         SECTION 3.01 Organization. Company is a limited liability  company duly
organized, validly existing and in  good  standing under  the  laws  of  the New
Jersey and has all requisite corporate  power  and  authority  to  carry  on its
business as now being conducted, except where the failure  to  be  so organized,
existing and in good standing or to have  such  power and authority could not be
reasonably expected to (i) prevent  or  materially delay the consummation of the
Merger,  or  (ii)  have  a  material  adverse effect on Company. Company is duly
qualified or  licensed  to do business and in good standing in each jurisdiction
in which the property owned, leased  or  operated  by  it  or  the nature of the
business conducted by it makes such qualification or licensing necessary.

         SECTION 3.02 Subsidiaries. Company  directly owns  one  hundred percent
(100%)    of      its     sole     subsidiary,     Shaanxi.     Except      from
Company's    ownership     as     provided    above,      Company    does    not

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own, directly or indirectly, any capital stock or other ownership   interest  in
any corporation, partnership, joint venture or other entity.

         SECTION 3.03 Capitalization. As  of  the  date  of  this Agreement, the
Company's authorized  capital  is 300,000,000  shares  of  Common  Stock, no par
value, 8,750,000  of  which  shares  are issued  and  outstanding. The Company's
shares are duly authorized, validly issued, fully paid and nonassessable and not
subject to preemptive rights. There  are  no  bonds,  debentures, notes or other
indebtedness of Company having the right to vote (or  that are convertible into,
or exchanged for, securities having the right to vote) on  any  matters on which
members of Company may vote. There are no securities, options,  warrants, calls,
rights, commitments, agreements, arrangements  or  undertakings  of  any kind to
which Company is a party or  by  which  either is  bound  obligating  Company to
issue, deliver or sell,  or  cause  to  be issued, delivered or sold, additional
shares in Company or obligating  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 of
Company to repurchase, redeem  or  otherwise  acquire any shares of the Company.

         SECTION 3.04 Authority.

                  (a) Company has the requisite power and authority  to  execute
and deliver this  Agreement  and  to  consummate  the  transactions contemplated
hereby. The  execution, delivery  and  performance  of  this  Agreement  and the
consummation by the  Company  of  the  Merger  and  of  the  other  transactions
contemplated hereby have  been  duly  authorized  by all necessary action on the
part of the Company and  no  other  proceedings  on  the  part  of  Company  are
necessary to authorize this  Agreement  or  to  consummate  the  transactions so
contemplated, subject to the filing of the Articles  of  Merger. This  Agreement
has been duly executed and delivered  by Company  and,  assuming this  Agreement
constitutes  a  valid  and  binding  obligation  of  Parent and Acquisition Sub,
constitutes a   valid  and  binding  obligation  of  Company enforceable against
Company in  accordance  with  its  terms,   except   as   limited  by applicable
bankruptcy, insolvency, reorganization, moratorium and  other  laws  of  general
application affecting enforcement of creditors' rights generally.

                  (b) The  Company's   Board   of   Directors  have duly adopted
resolutions  (i)   approving this Agreement and the Merger, and (ii) determining
that the terms of the Merger are in the best interests of Company.

                  (c) The holders of the Company's capital stock have executed a
written consent adopting resolutions approving this Agreement and the Merger.

         SECTION 3.05 Consents and Approvals; No Violations. Except for filings,
permits, authorizations,  consents  and  approvals as may be required under, and
other applicable requirements of the applicable and relevant laws of the laws of
the NJBCA, neither the execution, delivery  or  performance of this Agreement by
Company nor the consummation by Company of the  transactions contemplated hereby
will (i) conflict with or result in any breach of any  provision of the Articles
of   Incorporation   of   Company, (ii)  require   any  filing  with, or permit,
authorization, consent or approval of, any federal, state or local government or
any court, tribunal, administrative agency  or  commission or other governmental
or other regulatory authority or agency,  domestic,  foreign or supranational (a

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"Governmental  Entity")  (except  where   the   failure  to obtain such permits,
authorizations,  consents   or   approvals   or   to make such filings could not
reasonably be expected to have a material adverse  effect  on Company or prevent
or materially delay the consummation of the Merger), (iii) result in a violation
or  breach  of,  or constitute  (with  or without due notice or lapse of time or
both)  a  default  (or  give   rise   to   any  right of termination, amendment,
cancellation or acceleration) under, any of the  terms, conditions or provisions
of  any  note, bond, mortgage, indenture, lease, license, contract, agreement or
other  instrument  or obligation to which Company is a party or by which Company
or its  properties  or   assets  may  be bound; or (iv) violate any order, writ,
injunction, decree, statute, rule or  regulation applicable to Company or any of
its  properties   or   assets,  except  in the case of clauses (iii) or (iv) for
violations, breaches or defaults that could not reasonably be expected to have a
material   adverse   effect   on   Company   or  prevent or materially delay the
consummation of the Merger.

         SECTION 3.06 Financial Statements.  The audited financial statements of
Company as of and for  the  fiscal  year  ended  December 31, 2005 (the "Balance
Sheet Date") have been prepared in accordance with generally accepted accounting
principles   consistently   applied ("GAAP") with respect thereto throughout the
periods involved as explained in the  notes   to  such financial statements. The
Company's financial statements present fairly, in  all material respects, as are
their respective dates the financial  position  of  the Company. The Company did
not have, as of the date of any such  financial statements, except as and to the
extent reflected or reserved  against  therein,  any  liabilities or obligations
(absolute or contingent) which should  be  reflected  therein in accordance with
GAAP, and all assets reflected therein  presents fairly the assets of Company in
accordance with GAAP.

         SECTION 3.07 Absence of  Certain  Changes  or Events. Since the Balance
Sheet Date, except as disclosed in the Company's audited financial statements as
of and for the fiscal year ended December 31, 2006  to  be  provided  to  Parent
pursuant to Section 5.05 of this Agreement, Company has conducted  its  business
only in the ordinary course consistent with past practice,  and  there  has  not
been any material adverse change (as  defined in Section 8.03)  with  respect to
Company.

         SECTION 3.08 No Undisclosed Liabilities. As of the Balance  Sheet Date,
except as disclosed in the Company's audited financial statements  as of and for
the fiscal year ended December 31, 2006 to be  provided  to  Parent  pursuant to
Section 5.05 of this Agreement, to the best knowledge of Company, Company has no
liabilities or obligations of any nature,  whether or not accrued, contingent or
otherwise, that would be required by GAAP  to be reflected on a balance sheet of
Company (including the notes thereto). Since  the Balance Sheet Date, except for
liabilities  or  obligations  incurred  in  the  ordinary  course  of   business
consistent with past practice, Company has not incurred any liabilities  of  any
nature,  whether  or  not  accrued,  contingent  or  otherwise,  that  could  be
reasonably  expected  to  have a material adverse effect on Company, or would be
required by GAAP to be  reflected  on  a  consolidated  balance sheet of Company
(including the notes thereto).

         SECTION 3.09 Litigation.  There  is  no suit, claim, action, proceeding
pending or threatened against  Company,  nor  is there any investigation against
Company  threatened  or  pending  before any Governmental Entity. Company is not
subject to any outstanding order, judgment, writ, injunction or decree.

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         SECTION 3.10 Permits;  Compliance  with Law. Company holds all permits,
licenses, variances,  exemptions,  orders  and  approvals  of  all  governmental
entities  necessary  for  the  lawful  conduct  of  its  business  (the "Company
Permits"),  except  for  failures  to  hold  such  permits, licenses, variances,
exemptions, orders and approvals that could not reasonably be expected to have a
material adverse effect on Company. Company is in  compliance  with the terms of
the Company Permits, except where the failure so to comply could  not reasonably
be expected to have a material adverse effect on the Company.  As of the date of
this Agreement, no investigation, inquiry or review by any  Governmental  Entity
with  respect  to  Company  is  pending  or,  to  the best knowledge of Company,
threatened,  nor  has  any Governmental Entity indicated an intention to conduct
any such investigation, inquiry or review.

         SECTION 3.11 Tax Matters.  Company  has  filed  or shall file as of the
Closing Date all of its tax returns required to be filed  since  inception.  All
such  returns  and  reports  are  accurate and correct in all material respects.
Company  has  no liabilities  with respect to the payment of any federal, state,
county,  local,  or  other  taxes   (including  any  deficiencies,  interest, or
penalties) accrued for or applicable as of the Closing Date,  and  no deficiency
assessment or proposed adjustment of any such tax return is pending, proposed or
contemplated. To the knowledge of Company, none of such income  tax  returns has
been examined or is currently being examined by the Internal Revenue Service and
no  deficiency  assessment or proposed adjustment of any such return is pending,
proposed  or contemplated.  There  are  no  outstanding  agreements  or  waivers
extending  the  statutory  period  of limitation applicable to any tax return of
Company.

         SECTION 3.12  Intellectual Property.

                  (a) Except to  the  extent  that  the inaccuracy of any of the
following  (or  the circumstances  giving  rise  to  such  inaccuracy) could not
reasonably be expected to have a material adverse effect on Company:

                           (1) Company owns, or is licensed or otherwise has the
legally  enforceable  right  to use  (in  each   case,  clear   of  any liens or
encumbrances   of  any kind), all Intellectual Property (as hereinafter defined)
used in or necessary for the conduct of its business as  currently  conducted or
as proposed to be conducted;

                           (2) no  claims  are pending or, to the best knowledge
of Company, threatened that Company is infringing on or otherwise violating  the
rights of any person with regard to any Intellectual Property used by,  owned by
and/or licensed to Company and, to the best  knowledge  of Company, there are no
valid grounds for any such claims;

                           (3) to  the  best  knowledge of Company, all patents,
registered trademarks, service marks and copyrights held  by  Company  are valid
and subsisting.

                  (b) For  purposes  of  this Agreement, "Intellectual Property"
means patents, trademarks  (registered  or  unregistered),  service marks, brand
names, certification marks, trade dress, assumed names,  trade  names  and other
indications   of  origin,  the  goodwill  associated   with  the  foregoing  and
registrations  in  any  jurisdiction of, and applications in any jurisdiction to
register,   the   foregoing,   including   any   extension,    modification   or
renewal     of      any      such        registration       or      application;

                                       9
<PAGE>


inventions,  discoveries  and  ideas, whether patented, patentable or not in any
jurisdiction,  trade  secrets  and  confidential  information  and rights in any
jurisdiction to limit the use or disclosure thereof by any person,  writings and
other   works   of  authorship, whether copyrighted, copyrightable or not in any
jurisdiction; registration or applications for registration of copyrights in any
jurisdiction, and any renewals or extensions thereof,  any  similar intellectual
property   or   proprietary rights and computer programs and software; licenses,
immunities, covenants not to sue and the like relating to the foregoing; and any
claims   or   causes  of action arising out of or related to any infringement or
misappropriation of any of the foregoing.

         SECTION 3.13  Risk  Knowledge   and   Analysis.  Each of  the Company's
shareholders, alone, or together with his or her adviser(s), has  such knowledge
and experience in financial, tax and business matters as to enable  each of them
to utilize the information made available by Parent, in connection  with the and
issuance of the Merger Consideration shares or any other consideration  that may
be involved, to evaluate the merits and risks of acquiring such  shares  and  to
make an informed investment decision with respect thereto. Each of the Company's
shareholders confirms that, in making his or her decision to receive  the Merger
Consideration, such he or she has relied upon independent investigations made by
him,  or  his  representatives,   including   his own professional tax and other
advisers, and that he and such representatives  have  been given the opportunity
to examine all documents and to ask questions of, and  to  receive  answers from
Parent or any person(s) acting on its behalf concerning the terms and conditions
of this Agreement, and to obtain any additional information or documents, to the
extent Parent possesses such information or can acquire it without  unreasonable
effort or expense, necessary to verify the accuracy of the information  provided
by Parent.

         SECTION 3.14  Employment Controversies.  There  are   no  controversies
pending or, to the knowledge of Company, threatened, between  Company and any of
its   respective   employees. The   Company   is   not a party to any collective
bargaining agreement or other   labor   union   contract   applicable to persons
employed by the Company.

         SECTION 3.15 Title to   Property. Company has good and defensible title
to all of its properties and assets,   free  and clear of all liens, charges and
encumbrances, except liens for taxes not yet   due and payable and such liens or
other imperfections of title, if any,  as   do   not materially detract from the
value of or interfere with the   present use of the property affected thereby or
which could not reasonably be expected to have a material adverse effect.

         SECTION 3.16 Environmental Matters.  Company   is  not aware of nor has
ever received notice of any past or present violations of any environmental laws
or any event, condition, circumstance, activity, practice,  incident,  action or
plan   which   is   reasonably   likely   to interfere with or prevent continued
compliance with or which  would   give   rise   to   any common law or statutory
liability, or otherwise  form the basis of any claim, action, suit or proceeding
against   Company   based   on   or  resulting from the manufacture, processing,
distribution, use, treatment,  storage, disposal, transport, handling, emission,
discharge or release into the  environment   of   any pollutant, contaminant, or
hazardous or toxic material or waste.

                                       10
<PAGE>


         SECTION 3.17  Interested  Party  Transactions.  Since the Balance Sheet
Date, no event has occurred that would be required  to  be reported as a Certain
Relationship  or   Related   Transaction, pursuant to Item 404 of Regulation S-K
promulgated by the SEC.

         SECTION 3.18  Absence  of Certain Payments. Neither Company, nor any of
its  respective   affiliates,  officers,  directors, employees or agent or other
people acting on behalf of Company have (i)  engaged  in any activity prohibited
by the United States Foreign Corrupt Practices Act of 1977, or any other similar
law,   regulation,   decree,  directive   or order of any other country and (ii)
without limiting the generality of the  preceding clause (i), used any corporate
or other funds for unlawful contributions,  payments, gifts or entertainment, or
made any unlawful  expenditures  relating  to  political  activity to government
officials or others.  Neither   Company,  nor  any of its respective affiliates,
directors, officers, employees or  agents  of  other persons acting on behalf of
any   of   them,  has accepted or received any unlawful contributions, payments,
gifts or expenditures.

         SECTION 3.19 Full Disclosure. No statement contained in any certificate
or   schedule  furnished or to be furnished by Company to Parent and Acquisition
Sub  in,   or   pursuant  to the provisions of, this Agreement, contains or will
contain   any untrue statement of a material fact or omits or will omit to state
any  material  fact  necessary, in light of the circumstances under which it was
made, in order to make the statements herein or therein not misleading.

         SECTION 3.20 Real Property. The Company does not own any real property.
With respect to any lease  and sublease to which the Company is a party: (a) the
lease or sublease is legal,  valid,  binding, enforceable, and in full force and
effect in all material respects in  accordance  with its terms; and (b) no party
to  the  lease  or  sublease  is in material breach or material default, and, to
Company's  knowledge, no event has occurred which, with notice or lapse of time,
would  constitute  a  material breach or material default or permit termination,
modification, or acceleration.

         SECTION 3.21 Brokers.  Except  for  the  arrangement described below on
behalf  of  Parent  in  Section  4.25 below, Company has not engaged any broker,
investment  banker,  financial  advisor  or other person, pursuant to which such
party  is  entitled   to  any  broker's,  finder's, financial advisor's or other
similar  fee  or  commission in connection with the transactions contemplated by
this Agreement.

                                   ARTICLE IV

REPRESENTATIONS  AND   WARRANTIES  OF PARENT AND ACQUISITION SUB AND CONTROLLING
SHAREHOLDERS

         Each of  Parent,  Acquisition Sub and Controlling Shareholders, jointly
and severally, represents  and warrants to Company that the statements contained
in  this   Article   IV  are  true, correct, and complete as of the date of this
Agreement and will be true and correct as of the Closing Date:

         SECTION 4.01  Organization.  Each   of  Parent and Acquisition Sub is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New Jersey, and has all requisite  corporate power and authority
to   carry   on   its    business    as    now    being    conducted    or    to
have   such   power    and    authority     could      not       be   reasonably
expected      to      (i)    prevent    or      materially         delay     the

                                       11
<PAGE>


consummation   of   the  Merger,  or  (ii) have a material adverse effect on the
Parent or the Acquisition Sub.  Each of the Parent and the Acquisition Sub is in
good  standing  in  each  jurisdiction  in  which  the property owned, leased or
operated  by  it  or  the nature of the business conducted by it makes such good
standing necessary.

         SECTION 4.02  Subsidiaries.  In addition   to Acquisition Sub, Parent's
subsidiaries are Multi Soft, Inc. ("Multi Soft"),  Netcast, Inc. ("Netcast") and
Freetrek, Inc. ("Freetrek"), of which Parent owns  respectively 51.3%, 45.8% and
75%   of  the   issued  and  outstanding stock, on a fully diluted basis of each
entity. All  the outstanding shares of capital stock of Acquisition Sub, Netcast
and   Freetrek   are  owned by Parent, free and clear of all liens, and are duly
authorized,  validly   issued,   fully paid and nonassessable. As of January 31,
2007,   Parent  has transferred all of its shares of Netcast and Freetrek to the
Controlling   Shareholders   or   their   designee. As  of the Closing Date, the
Controlling  Shareholders   shall  have converted certain convertible debentures
issued  by  Multi  Soft (the "Multi Soft Debentures"), into 47,983,170 shares of
Multi Soft common so that Parent owns 11.4% of the issued and outstanding shares
of   Multi   Soft  on a fully diluted basis. Except for the capital stock of the
Acquisition   Sub   and  7,032,962 shares of common stock of Multi Soft, neither
Parent   nor  Acquisition Sub owns, directly or indirectly, any capital stock or
other ownership interest in any corporation, partnership, joint venture or other
entity

         SECTION 4.03 Capitalization. The  authorized  capitalization  of Parent
consists of 40,000,000 shares of Common Stock, $.001 par value, all of which are
issued   and   outstanding.   18,903,031   Unconverted   Shares are owned by the
Controlling Shareholders and the remaining shareholders of Parent own 21,096,969
shares. All  issued  and outstanding capital stock of Parent are legally issued,
fully paid, and  non-assessable and not issued in violation of the preemptive or
other  right   of   any   person. There are no dividends or other amounts due or
payable with respect to any of the  shares of capital stock of Parent, except as
disclosed in Parent's SEC Documents or in this Agreement. As of the date of this
Agreement   and   as  of the Closing Date, with the exception of the Convertible
Debentures,  there  are no outstanding or authorized options, warrants, purchase
rights,    subscription    rights,  conversion rights, exchange rights, or other
contracts   or   commitments    that  could require Parent or Acquisition Sub to
purchase,  issue,   sell,  or otherwise cause to become outstanding any of their
capital   stock,   outstanding  or authorized stock appreciation, phantom stock,
profit  participation,  or  similar rights with respect to Parent or Acquisition
Sub,  or  voting   trusts,   proxies, or other agreements or understandings with
respect  to  the voting of the capital stock of Parent or Acquisition Sub. There
are no preemptive rights applicable with respect to Parent's Common Stock.

         SECTION 4.04 Authorization. Each  of Parent and Acquisition Sub has all
requisite power and authority   to   execute   and deliver this Agreement and to
consummate  the transactions contemplated hereby. The board of directors of each
of Parent   and  Acquisition Sub has approved the execution and delivery of this
Agreement   and   the  transactions contemplated by this Agreement including the
Merger   in accordance with the applicable New Jersey law and with the NJBCA and
Acquisition   Sub's   articles   of   incorporation  and bylaws. Parent, as sole
stockholder of Acquisition Sub, has approved the Merger,  and no other corporate
proceedings on the part of Parent or Acquisition  Sub are necessary to authorize
the execution, delivery, and  performance,  and  the  resolutions approving such
Merger   are   irrevocable. This  Agreement has been duly executed and delivered

                                       12
<PAGE>


by each  of  Parent  and Acquisition Sub and constitutes their valid and binding
obligations, enforceable against each of them in accordance with its terms.

         SECTION 4.05 Consents and Approvals; No Violations. Except for filings,
permits,  authorizations,  consents  and  approvals as may be required under the
NJBCA,  and  except for the filings required to consummate the Merger and filing
of the  Information Statement, and any required Form 8-K, neither the execution,
delivery  or performance of this Agreement by Parent and Acquisition Sub nor the
consummation  by the Parent and Acquisition Sub of the transactions contemplated
hereby will: (i)  conflict  with or result in any breach of any provision of the
Articles of Incorporation  or  bylaws of Parent or Acquisition Sub, (ii) require
any  filing  with,  or    permit,   authorization,   consent or approval of, any
Governmental  Entity   (except     where   the   failure to obtain such permits,
authorizations,   consents    or    approvals  or to make such filings could not
reasonably   be   expected   to   have   a  material adverse effect on Parent or
Acquisition Sub  or prevent or materially delay the consummation of the Merger),
(iii) result in a  violation  or  breach  of, or constitute (with or without due
notice  or  lapse   of  time  or  both)  a default (or give rise to any right of
termination,  amendment,  cancellation or acceleration) under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, lease, license,
contract,  agreement  or  other  instrument or obligation to which the Parent or
Acquisition  Sub  is  a party or by which the Parent or Acquisition Sub or their
respective  properties  or assets may be bound; or (iv) violate any order, writ,
injunction,  decree,  statute,   rule  or  regulation  applicable  to  Parent or
Acquisition Sub  or  any of their respective properties or assets, except in the
case  of  clauses  (iii) or (iv) for violations, breaches or defaults that could
not  reasonably  be  expected  to  have  a  material adverse effect on Parent or
Acquisition Sub or prevent or materially delay the consummation of the Merger.

         SECTION 4.06  Financial Statements / SEC Filings.

                  (a) Included  in the last Form 10-KSB filed by Parent with the
SEC are the audited balance  sheet  of  Parent  as  of January 31, 2006, and the
related statements of operations, stockholders' equity (deficit), and cash flows
for the fiscal year ended January 31, 2006, including the notes thereto, and the
accompanying report of the company's independent certified public accountant.

                  (b) The  financial  statements  of  Parent for the fiscal year
ended   January   31, 2007 have  been   prepared  in accordance with GAAP and in
accordance  with  the  published  rules  and regulations of the SEC with respect
thereto   throughout   the   periods  involved as explained in the notes to such
financial  statements. The   Parent  financial statements present fairly, in all
material   respects,   as  of  their respective dates, the financial position of
Parent. Parent  did  not  have, as of the date of any such financial statements,
except  as  and  to the  extent reflected  or  reserved  against   therein,  any
liabilities  or  obligations  (absolute or contingent) which should be reflected
therein in accordance with GAAP, and all assets reflected therein present fairly
the assets of Parent in accordance with GAAP.

                  (c) With   the   exception  of any filings required to be made
pursuant to Section 16 of the Exchange Act, Parent has made all filings with the
SEC   that   it   has   been   required   to   make   under  the  Securities Act
of  1933  and  the  Securities  Exchange  Act of 1934. All documents required to

                                       13
<PAGE>


be filed as exhibits to the SEC Documents have been so filed,  and  all material
contracts so filed as exhibits are in full force  and effect, except those which
have expired in accordance with their  terms. Each of Parent's SEC Documents has
complied in all material respects  with  the  Exchange Act in effect as of their
respective dates. None of Parent's SEC Documents, as of their  respective dates,
contained any untrue statement of a material fact or omitted to state a material
fact   necessary  in  order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.

         SECTION 4.07 Absence  of  Certain  Changes or Events. Since January 31,
2007 Parent has conducted its business only in the  ordinary  course  consistent
with   past   practice,  and  there has not been any material adverse change (as
defined in Section 8.03) with respect to Parent.

         SECTION 4.08 No Undisclosed Liabilities. As of January 31, 2007, to the
best knowledge of the Parent, neither the Parent nor the Acquisition Sub had any
liabilities or obligations  of any nature, whether or not accrued, contingent or
otherwise, that would be required  by GAAP to be reflected on a balance sheet of
Parent or Acquisition Sub (including  the  notes thereto). Since the Most Recent
Filing  Date,  except  for  liabilities  or obligations incurred in the ordinary
course  of  business  consistent  with past practice, neither the Parent nor the
Acquisition  Sub  has  incurred  any  liabilities  of any nature, whether or not
accrued,  contingent or  otherwise,  that could be reasonably expected to have a
material  adverse  effect  on  the  Parent  or  the Acquisition Sub, or would be
required  by  GAAP to be reflected on a consolidated balance sheet of the Parent
or the Acquisition Sub (including the notes thereto).

         SECTION 4.09 Benefit Plans.  Neither  Parent  nor  Acquisition  Sub has
operated  any  Pension  Plan, Welfare Plan, or other plan, arrangement or policy
(written  or  oral)  relating  to  stock options, stock purchases, compensation,
deferred   compensation,  bonuses,  severance, fringe benefits or other employee
benefits.

         SECTION 4.10 Other  Compensation  Arrangements.  Neither the Parent nor
the Acquisition Sub is a party to any oral or  written (i)  consulting agreement
that is terminable on more than 30 calendar  days notice, or union or collective
bargaining agreement, (ii)  agreement  with  any  executive officer or other key
employee of Parent or Acquisition Sub, or (iii) agreement or plan, including any
stock option plan, stock appreciation right plan, restricted stock plan or stock
purchase plan.

         SECTION 4.11 Litigation.  To the knowledge of Parent, there is no suit,
claim, action, proceeding pending or threatened against Parent, Acquisition Sub,
or any of Parent's other subsidiaries  nor  is  there  any investigation against
Parent, Acquisition Sub or any  of  Parent's  other  subsidiaries, threatened or
pending before any Governmental  Entity.  Neither the Parent nor the Acquisition
Sub is subject to any outstanding  order, judgment,  writ, injunction or decree.

         SECTION 4.12 Permits;  Compliance  with Law. Parent and Acquisition Sub
do not hold any permits,  licenses,  variances, exemptions, orders and approvals
of any Governmental Entities except for their incorporation and active status in
Delaware  (the  "Parent  Permits").  To  its knowledge, as  of  the date of this
Agreement, no investigation, inquiry or review by any  Governmental  Entity with
respect  to  the  Parent  or Acquisition Sub is  pending  or threatened, nor has

                                       14
<PAGE>


any  Governmental   Entity  indicated   an   intention   to   conduct  any  such
investigation, inquiry or review. To its knowledge, Parent is and at  all  times
has been in full compliance with the Sarbanes-Oxley Act of 2002 to  the   extent
required.

         SECTION 4.13  Tax Matters.   Parent   has filed or shall file as of the
Closing Date all of its tax returns required to   be  filed since inception. All
such returns and reports are  accurate  and  correct   in all material respects.
Parent has no liabilities  with  respect  to  the payment of any federal, state,
county,  local,   or other  taxes  (including  any  deficiencies,  interest,  or
penalties) accrued for or applicable as of the Closing Date, and  no  deficiency
assessment or proposed adjustment of any such tax return is pending, proposed or
contemplated. To the knowledge of Parent, none of such  income  tax  returns has
been examined or is currently being examined by the Internal Revenue Service and
no  deficiency  assessment or proposed adjustment of any such return is pending,
proposed or  contemplated. To its knowledge, there are no outstanding agreements
or waivers  extending  the  statutory period of limitation applicable to any tax
return of Parent.

         SECTION 4.14  Intellectual Property.

                  (a) Parent does not own any Intellectual Property;

                  (b) no claims are pending or, to the best knowledge of Parent,
threatened that Parent is infringing on or otherwise violating the rights of any
person with regard to  any  Intellectual  Property and, to the best knowledge of
the Parent, there are no valid grounds for any such claims.

         SECTION 4.15 Knowledge of Risk. Each of  the  Parent's shareholders and
members of  Parent's  Board  of  Directors,  alone,  or together with his or her
adviser(s),  has  such  knowledge  and experience in financial, tax and business
matters as to enable each of them  to  utilize the information made available by
Company, in  connection  with the  and  the issuance of the Merger Consideration
shares or  with  the  receipt  of Company's shares as part of the Transaction at
subject, to evaluate the merits  and  risks  of acquiring such shares of Company
and to make an informed investment decision  with  respect  thereto. Each of the
Company's shareholders confirms that, in making his or her  decision to sell his
or  her  shares  in  Parent,  such  he  or  she  has  relied   upon  independent
investigations  made   by   him,  or  his  representatives,  including  his  own
professional  tax  and other advisers, and that he and such representatives have
been given the opportunity to examine all documents and to ask questions of, and
to receive answers from Company or any person(s) acting on its behalf concerning
the  terms  and  conditions  of  this  Agreement,  and  to obtain any additional
information or documents, to the  extent  Company  possesses such information or
can acquire it without  unreasonable  effort or expense, necessary to verify the
accuracy of the information provided by Company

         SECTION 4.16  Labor Matters.  Parent has no employees.

         SECTION 4.17 Title to Property. Parent has good and defensible title to
all  of  its  properties  and assets,  free  and clear of all liens, charges and
encumbrances, except liens for taxes not  yet  due and payable and such liens or
other imperfections of title, if any,  as  do  not  materially  detract from the
value of or interfere with the present use of the property  affected  thereby or
which could not reasonably be expected to have a material adverse effect.

                                       15
<PAGE>


         SECTION 4.18 Environmental  Matters.  Parent is not aware of nor to its
knowledge it has ever received  notice of any past or present  violations of any
environmental laws or any event, condition,  circumstance,  activity,  practice,
incident, action or plan which is reasonably likely to interfere with or prevent
continued  compliance  with  or  which  would  give  rise to any  common  law or
statutory  liability,  or otherwise form the basis of any claim, action, suit or
proceeding   against  Parent  based  on  or  resulting  from  the   manufacture,
processing,   distribution,   use,  treatment,   storage,  disposal,  transport,
handling,  emission, discharge or release into the environment of any pollutant,
contaminant, or hazardous or toxic material or waste.

         SECTION 4.19 Interested   Party   Transactions.   Since the Most Recent
Filing  Date,  no  event  has  occurred that would be required to be reported by
Parent as a Certain Relationship or Related Transaction, pursuant to Item 404 of
Regulation S-B promulgated by the SEC.

         SECTION 4.20 Absence of Certain Payments. To its knowledge, neither the
Parent nor any of its  respective  affiliates, officers, directors, employees or
agents or other people  acting  on behalf of any of them have (i) engaged in any
activity prohibited by the United  States Foreign Corrupt Practices Act of 1977,
or any other  similar  law,  regulation, decree, directive or order of any other
country and (ii)  without  limiting  the generality of the preceding clause (i),
used any corporate or other funds for unlawful contributions, payments, gifts or
entertainment, or made any unlawful  expenditures relating to political activity
to government officials or others. To its  knowledge, neither the Parent nor any
of its respective affiliates, directors,  officers, employees or agents of other
persons  acting  on behalf of any of them, has accepted or received any unlawful
contributions, payments, gifts or expenditures.

         SECTION 4.21  Insurance.  Parent  does  not   maintain   any  insurance
policies.

         SECTION 4.22 Full Disclosure. No statement contained in any certificate
or schedule furnished or to be furnished  by  the  Parent and Acquisition Sub to
Company, or  pursuant  to  the  provisions of, this Agreement, contains or  will
contain any untrue statement of a material fact or omits or will omit  to  state
any material fact necessary, in light of the circumstances  under  which  it was
made, in order to make the statements herein or therein not misleading.

         SECTION 4.23 Contracts. Parent  and  Acquisition Sub are not in default
in any material respect under the terms of any  outstanding contract, agreement,
lease,  or  other  commitment  which  is  material  to the business, operations,
properties, assets, or condition thereof and there is no event of default in any
material respect under any such contract,  agreement, lease, or other commitment
in respect of which Parent and  Acquisition Sub have not taken adequate steps to
prevent such a default from occurring. To its knowledge after reasonable inquiry
Parent is not a party to any agreement  (or  group  of related agreements) that:
(a) provides for payments greater than $5,000 per annum or that extends for more
than one year in excess of  $25,000  per  annum;  (b)  concerns a partnership or
joint venture; (c) guarantees any indebtedness; (d) concerns noncompetition; (e)
relates  to  monies  advanced  or  loaned   to any of its directors, officers or
employees; or (f) a default or termination  would have a material adverse effect
on the business,  financial  condition,  operations  or results of operations of
Parent   or   Acquisition Sub. Also, there is no valid shareholders agreement in
place.

                                       16
<PAGE>


          SECTION 4.24 Real Property. Neither Parent nor Acquisition Sub owns or
leases any real property.

          SECTION 4.25 Brokers. Parent has engaged Waterville Research Inc. as a
broker.  Parent  and  the  Controlling  Shareholders,  jointly  and   severally,
acknowledge that it shall be their sole  responsibility  to  pay  Waterville any
fees and commissions for  which  it  may  be  entitled to in connection with the
transactions contemplated by this Agreement. .

            SECTION 4.26 Exchange  Act  Registration; Listing. The Parent Common
Stock is registered pursuant to  Section 12(g) of the Exchange Act and is quoted
on the Pink Sheets. Parent  has  taken  no  action designed to, or which, to the
knowledge of the Company, may have the effect  of,  terminating the registration
of the  Parent  Common  Stock  under  the  Exchange Act, and has no knowledge of
whether any or all of the market makers intend to stop quoting the Parent Common
Stock on the Pink Sheets.

         SECTION 4.27.  Officers and Directors.  Goubeaux  and  Roberts  are the
sole officers and directors of the Parent  and  shall  the  sole  officers   and
directors on the Closing Date.

         SECTION 4.28. Limitation of  Liability of Controlling Shareholders. The
liability   of   each   Controlling  Shareholder pursuant to the indemnification
provisions   in   Section   6.02  or   for   breach   of any warranty, covenant,
representation, or for any other reason, shall be  limited to the amount of Cash
Consideration received by such Controlling Shareholder.

                                   ARTICLE V

                                   COVENANTS

         SECTION 5.01  Payment of Certain Liabilities. As of the Effective Time,
Parent shall cause all  liabilities and obligations of Parent and of Acquisition
Sub  (including  inter-company loans between Parent and any of its subsidiaries,
legal,  accounting   and   financial   advisor fees), other than the Convertible
Debentures, to be satisfied in full.

         SECTION 5.02   Registration  Rights. The Controlling Shareholders shall
have piggy-back registration rights   with respect to the 2% Shares with respect
to any registration statement filed by Parent  (i) that registers shares held by
Parent shareholders (other than  on  Form S-4 or  Form S-8 promulgated under the
Act or any successor forms thereto),  and  (ii) in connection with any financing
transaction ("Financing") entered into  by  Parent following the Effective Time,
provided, however,  in  connection  with  the Financing, (a) the 2% Shares shall
subject  to  a  lockup  on re-sale  for  a period  equal  to six months from the
effectiveness of such registration statement or, if an  underwriter or placement
agent is retained by Parent  in  connection  with  a  Financing, such other time
period as required by  the  underwriter or placement agent, and (b) Parent shall
maintain the effectiveness  of the registration statement for twelve (12) months
following the expiration of the lockup.

         SECTION 5.03  Mutual  Use of Best Efforts. The Parties agree as follows
with   respect   to  the  period from and after the execution of this Agreement.

                                       17
<PAGE>


                  (a) Each  of  the  parties hereto will use its reasonable best
efforts to take all action and to do all things necessary in order to consummate
and  make effective  the  transactions contemplated by this Agreement, including
the preparation of an  8-K regarding the Merger and the Information Statement to
be filed after the Effective Date.

                  (b) Each of the parties hereto will give any notices (and will
cause  its  subsidiary  to  give any notices) to third parties, and will use its
reasonable  best  efforts  to  obtain  (and will cause its subsidiary to use its
reasonable  best  efforts  to  obtain)  any third party consents, that the other
Parties reasonably may request in connection with this Agreement.

                  (c) Each of the parties hereto  will give any notices to, make
any  filings   with,   and  use  its  reasonable  best  efforts to   obtain  any
authorizations, consents, and approvals of governments and governmental agencies
in connection with the matters in this Agreement.

                  (d) Each  party  hereto will give prompt written notice to the
other of  any  material  adverse  development causing a breach of any of its own
representations  and  warranties  in  this Agreement. No disclosure by any Party
pursuant to this Section  5.03,  however, shall be deemed to prevent or cure any
misrepresentation, breach of warranty, or breach of covenant.

         SECTION 5.04  Conduct of Business of  Parent. Until the Effective Time,
or termination of this Agreement, Parent shall  not,  without the consent of the
shareholders  of  the  Company,  do  any  of  the  following: (i) enter into any
transaction outside the ordinary course of  business; or (ii) enter into, assume
or become bound or obligated by any agreement,  contract or commitment or extend
or modify the terms of any presently existing  agreement  which (a) involves the
payment of greater than $5,000 per annum or that extends  for more than one year
and for such agreements in the aggregate such payments shall not exceed $10,000,
except for the renewal of Parent's  directors'  and  officers' insurance policy,
(b) increases  the  compensation  of  any employee, (c) involves any payment  or
obligation to any affiliate of Parent or (d) involves the  sale,  assignment  or
license of any material assets of Parent or any of its intellectual property; or
(iii) establish any new, or modify any existing, employee benefit, compensation
or stock plan; or (iv) declare or pay any dividends or make  any distribution of
assets to its shareholders (except for its subsidiaries) or  pay  any bonuses or
make any other extraordinary payments to its officers,  directors  or employees;
or (v) grant any share options or issue any new shares or any other  securities;
or (vi) hire any new employees or consultants.

         SECTION 5.05 Delivery of Financial Statements of Company as of December
31, 2006. On or prior to  the  Closing, Company shall have delivered the audited
financial statements of Company as of and for the fiscal year ended December 31,
2006. Such financial statements shall have been prepared in accordance with GAAP
with respect thereto throughout  the  periods involved as explained in the notes
to such financial statements. These  financial  statements shall present fairly,
in all material respects, as of the date thereof,  the financial position of the
Company.  The  Company  shall  not  have,  as  of  the  date  of these financial
statements, except as and to the extent  reflected  or reserved against therein,
any  liabilities  or  obligations  (absolute  or  contingent)  which  should  be
reflected therein in accordance with GAAP,  and  all  assets  reflected  therein
presents fairly the assets of Company in accordance with GAAP.

                                       18
<PAGE>


         SECTION  5.06.  Cancellation  of  Convertible   Securities.   With  the
exception of the  Convertible  Debentures  and the  Multi-Soft  Debentures,  all
outstanding convertible securities issued by the Parent shall be cancelled as of
the Closing Date.

         SECTION 5.07. Limitation of Liability of Controlling Shareholders.  The
liability  of  each  Controlling  Shareholder  pursuant  to the  indemnification
provision  in  Section  6.02,   or  for  breach  of  any   warranty,   covenant,
representation,  or for any other reason, shall be limited to the amount of Cash
Consideration received by such Controlling Shareholder.

                                  ARTICLE VI

                             ADDITIONAL AGREEMENTS

         SECTION 6.01  Fees  and   Expenses.  All  fees and expenses incurred in
connection with the Merger, this Agreement and  the transactions contemplated by
this Agreement shall be paid as of the Closing Date  by the party incurring such
fees or expenses, whether or not the Merger is consummated.

         SECTION 6.02  Indemnification.

                  (a) As  of   the  Effective Time, the Controlling Shareholders
agree  that  they  shall  indemnify  and   hold  harmless  the  shareholders and
officers/directors of  the  Company  for  any  and  all  liabilities  created or
incurred  between  April  25,  2005  and  the  Effective  Time.  The   foregoing
indemnification  shall continue in full force and effect for a period of one (1)
year  from  the  Effective  Time,  provided,   however,  (i)  any  claim(s)  for
indemnification  must,  in the  cumulative  aggregate  amount,  equal or  exceed
$25,000,  (ii) that the aggregate  liability of the Controlling  Shareholders to
indemnify the Company shall not exceed the net Cash  Consideration,  such amount
being the Cash Consideration less liabilities,  not to exceed $50,000, of Parent
to be paid as of the  Effective  Time,  and  (iii)  that the  liability  of each
Controlling Shareholder pursuant to the indemnification provision herein, or for
breach of any warranty, covenant, representation, or for any other reason, shall
be limited  to the amount of Cash  Consideration  received  by such  Controlling
Shareholder.

                  (b) This  Section  6.02  shall survive the consummation of the
Merger at the Effective  Time,  is  intended  to benefit the shareholders of the
Company  and  their  respective  heirs, personal representatives, successors and
assigns.

                  (c) A party that may be entitled to be indemnified pursuant to
this Section  6.02  (the  "Indemnified  Party")  shall promptly notify the party
liable for such  indemnification  (the  "Indemnifying  Party") in writing of any
pending or threatened claim or demand which the Indemnified Party has determined
has given or could  give rise to a right of indemnification under this Agreement
(including  a  pending  or  threatened claim or demand asserted by a third party
against the Indemnified Party),  describing  in  reasonable detail the facts and
circumstances  with  respect  to  the  subject  matter  of such claim or demand;
provided, however, that the failure to provide such notice shall not release the
Indemnifying  Party  from  any of its obligations under this Section 6.02 except
and only  to  the extent that the Indemnifying Party is materially prejudiced by
such   failure.  Subject    to   any   rights   to   defend  in good faith third
party   claims   as    hereinafter     provided,     the    Indemnifying   Party

                                       19
<PAGE>


shall satisfy its obligations under this Section 6.02  within thirty  (30)  days
after the receipt of written notice thereof from the Indemnified Party.

                  (d) The Indemnified Party shall notify the Indemnifying  Party
of any claim or demand pursuant to Section 6.02, and if  such  claim  or  demand
relates to a pending or threatened claim or demand asserted  by  a  third  party
against the Indemnified Party, the Indemnified Party shall  have  the  right  to
control the defense of such claim. If the Indemnified Party  elects to  exercise
such  right  it  shall  advise  the  Indemnifying Party of such exercise in such
notice. If the  Indemnifying  Party  acknowledges  that such claim is a claim or
demand  for  which  it  must indemnify, defend and hold harmless the Indemnified
Party  against  or  reimburse the Indemnified Party for under this Section 6.02,
the  Indemnifying  Party  shall  have  the  right  to defend any claim or demand
asserted  by  a   third   party   against   the  Indemnified Party for which the
Indemnified Party does not elect to control the defense. The  party  controlling
such defense shall have the right to  employ  counsel  (reasonably acceptable to
the other party) to defend such claim or  demand. The party not controlling such
defense shall have the right to  participate  in  the  defense  of  any claim or
demand  for  which  it is not controlling the defense, at its own expense.  Each
party  shall  make  available  to  the other party or its agents all records and
other materials in its possession reasonably required by the other party for its
use  in  defending  any  third   party   claim   or  demand. Whether or  not the
Indemnifying   Party   elects   to   defend   any   such   claim or demand,  the
Indemnified Party shall have no obligations to do  so.  The  Indemnifying  Party
shall not settle or compromise any such claim or demand, unless the  Indemnified
Party  is  given  a  full,  complete  and  unconditional release of  any and all
liability by all relevant parties relating thereto.

                                  ARTICLE VII

                  EXCHANGE OF DOCUMENTS; CONDITIONS PRECEDENT

         SECTION 7.01  Prior  to or at the Closing, and as a condition precedent
to the obligations of the Company,  each of the following documents, which shall
be  satisfactory  in  form  and  content  to Company and its counsel,  shall  be
delivered to the Company and/or its counsel:

         (a) A  shareholder   list   from  the transfer agent, and copies of all
             written instructions to transfer agent to issue shares, if any;

         (b) Resignation letters in forms satisfactory to the Company, effective
             as of the Closing from Goubeaux  and Roberts and employees (if any)
             of the Parent;

         (c) A letter from legal counsel  for  Parent  certifying,  among  other
             things, that (i) to his knowledge, after due inquiry, there are  no
             claims, actions, suits, proceedings, or  investigations pending  or
             threatened against or affecting  Parent, its subsidiaries or any of
             its  properties,  at  law  or  in equity, before any court or by or
             before  any  federal,  state,   municipal  or  other   governmental
             department,   commission,  board,   bureau,   agency    or    other
             instrumentality, domestic  or  foreign, or before any arbitrator of
             any kind, (ii) that to his knowledge,  after due inquiry, there are
             no   judgments,    decrees,   injunctions,    writs    orders    or
             other   mandates   outstanding    to   which   Parent   is  a party
             or          by            which         Parent        is   bound or

                                       20
<PAGE>


             affected, or any default on Parent's or Acquisition Sub's part with
             respect to any judgment, order, writ,  injunction,  decree,  award,
             rule, or regulation of any court,    arbitrator,   or  governmental
             agency or instrumentality  or of any circumstances,  (iii) that the
             Merger  and  the  transactions  contemplated  by   this  Agreement,
             including the transfer of the shares of Netcast and  Freetrek  have
             been duly  authorized,  (iv) the shares of  stock  of  Netcast  and
             Freetrek  have  been duly transferred and (v) the tradability under
             the Act of  the Additional  Shares and the Unconverted Shares to be
             issued after the Effective Time;

         (d) Certificates    evidencing    the  Conversion Shares issued to  the
             Controlling Shareholders, duly endorsed for transfer with medallion
             signature guaranteed, with stock powers duly executed in blank;

         (e) Assignments of the Debentures and original  Debentures  outstanding
             as of the Effective Date;

         (f) A certificate executed by Parent dated the Closing Date, and signed
             by each of the authorized officers  of  Parent, certifying that the
             representations  and   warranties   of   Parent   contained in this
             Agreement  are true and correct and  that  Parent has complied with
             all  agreements  and  conditions required  by this Agreement to  be
             performed or complied with by it;

         (g) A  certificate  dated  the  Closing  Date and signed by each of the
             authorized  officers  of  Parent to the effect that no  litigation,
             proceeding,  investigation,  or  inquiry  is pending,  which  might
             result in an  action  to  enjoin or prevent the consummation of the
             transactions  contemplated by this Agreement, or which might result
             in  any  material adverse change in any of  the assets, properties,
             business, or operations of Parent;

         (h) A certified copy of the Articles of  Incorporation  of  Acquisition
             Sub;

         (i) A copy of the Consents as described in Section 1.03;

         (j) A certificate  executed  by  the Secretary of the Parent certifying
             (i)  as  to  the  resolutions  of  the   Parent   authorizing   the
             transactions contemplated by this Agreement; and (ii) that attached
             to such certificate  are true, correct and complete copies  of  the
             companies' charter documents and Bylaws;
;
         (k) A  certificate   executed   by   the   Secretary  of   the   Parent
             identifying its executive  officers,  or  equivalents  thereof  and
             certifying as to the incumbency of the officers of the Parent;

         (l) Evidence of the transfer of the shares of Netcast and Freetrek  and
             the conversion of the debentures issued from Multi Soft;

         (m) General releases from the Controlling  Shareholders,  officers  and
             directors of Parent  in  favor of the Company and it shareholders;

                                       21
<PAGE>


         (n) Evidence of the retention of a transfer  agent  acceptable  to  the
             Company;

         (o) Audited financial statements of the Parent as of January 31,  2007;
             and

         (p) Any further document as may be  reasonably  requested  by Company's
             legal counsel in  order  to substantiate any of the representations
             or warranties of Parent set forth herein.

         SECTION 7.02  Prior  to or at the Closing, and as a condition precedent
to the obligations of the  Parent,  each of the following documents, which shall
be  satisfactory  in  form  and  content  to  Parent  and  its counsel, shall be
delivered to the Parent and/or its counsel:

         (a) Company  shall   provide   Parent   with   its audited consolidated
         financial   statements   which  shall comply in form and substance with
         applicable  regulations of the SEC as of December 31, 2005 and December
         31,  2006,  and   such   unaudited  financial  statements and pro forma
         financial statements as required by the Information Statement, Form 8-K
         and other requirements of the SEC regarding the Merger;

         (b) The Cash Consideration, to be paid by wire transfer;

         (c) A  certificate   dated   the  Closing   Date  executed by the chief
             executive   officer   of   the   Company   certifying (i) as to the
             resolutions   of   the   shareholders  and directors of the Company
             authorizing the transactions contemplated by this  Agreement;  (ii)
             that attached to such certificate are true,  correct  and  complete
             copies of the companies' charter documents and Bylaws; and (iii) as
             to the executive officers, or equivalents thereof and certifying as
             to the incumbency of the officers of the Company; and

         (d) A  certificate  dated  the  Closing  Date  executed  by   the chief
             executive   officer   of   the   Company   certifying   that    the
             representations   and   warranties   of   Company contained in this
             Agreement are true and correct and that Company has  complied  with
             all agreements and conditions required  by  this  Agreement  to  be
             performed or complied with by it.

         SECTION 7.03.  Due  Diligence. As a condition precedent to Closing, the
Parent  and the Company shall be satisfied with their findings and evaluation in
their due diligence.

                                 ARTICLE VIII

                                 MISCELLANEOUS

         SECTION 8.01 Nonsurvival of Representations and Warranties. None of the
representations  and warranties in this Agreement or in any instrument delivered
pursuant to  this  Agreement shall survive the Effective Time. This Section 8.01
shall  not  limit  any  covenant  or agreement of the parties which by its terms
contemplates performance after the Effective Time of the Merger.

                                       22
<PAGE>


         SECTION 8.02 Notices.  All  notices  and other communications hereunder
("Notice")  shall  be  in  writing  and  shall  be  deemed  given  if  delivered
personally,   telecopied   (which  is  confirmed),  sent  by  overnight  courier
(providing proof of delivery) or  mailed by registered or certified mail (return
receipt requested) to the parties  at  the following addresses (or at such other
address for a party as shall be specified by like notice):

<TABLE>
<CAPTION>
                  <S>                          <C>
                  (a) if to Parent,            Robert L. Frome
                  Acquisition Sub or the       c/o Olshan Grundman Frome Rosenzweig & Wolosky
                  Controlling Shareholders,    LLP
                  to:                          65 East 55th Street
                                               New York, NY 10022
                                               Facsimile: (212) 451-2222
                  with a copy to:              Michael H. Freedman, Esq.
                                               Law Offices of Michael H. Freedman, PLLC
                                               11 Bayside Avenue
                                               Port Washington, NY 11050
                                               Facsimile: (516) 767-1631
                  (b) if to the Company or,    245 Laurel Avenue
                  Shaanxi to:                  W. Keansburg, New Jersey 07734-3019
                                               Attn: Wen-Chung Kang
                                               Facsimile: (732) 495-3180
                  with a copy to:              Steven W. Schuster, Esq.
                                               McLaughlin & Stern, LLP
                                               260 Madison Avenue
                                               New York, New York 10016
                                               Facsimile:  (212) 448-0066
</TABLE>

         SECTION 8.03 Interpretation. When a reference is made in this Agreement
to an Article or a  Section,  such reference shall be to an Article or a Section
of this Agreement unless otherwise indicated. The table of contents and 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." The phrase "made
available"  in  this  Agreement  shall mean that the information referred to has
been made available if requested  by the party to whom such information is to be
made available. As used in this  Agreement,  the term "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,  50% or more of the equity interests of which) is owned
directly or indirectly by such first person, and the term "affiliate" shall have
the meaning set forth in  Rule 12b-2 promulgated under the Exchange Act. As used
in this Agreement, "material adverse change" or "material adverse effect" means,
when used in connection  with a person, any change or effect (or any development
that, insofar as can reasonably  be  foreseen, is likely to result in any change
or effect) that, individually or in the aggregate with any such other changes or
effects, is materially  adverse  to  the  business, prospects, assets (including
intangible assets),  financial condition or results of operations of such person
and its subsidiaries taken as a whole.

                                       23
<PAGE>


         SECTION 8.04  Counterparts. This  Agreement  may  be executed in one or
more counterparts, all of which shall be considered one  and  the same agreement
and shall become effective when said  counterparts  have  been signed by each of
the  parties  and  delivered  to the other parties, it being understood that all
parties need not sign the same counterpart.

         SECTION 8.05  Entire  Agreement;   Third   Party   Beneficiaries.  This
Agreement  (including  the  documents  and  the instruments  referred to herein)
constitutes  the  entire  agreement  and  supersedes  all  prior agreements  and
understandings, both written and oral, among the  parties  with respect  to  the
subject matter hereof and is not intended to  confer  upon any person other than
the parties hereto any rights or remedies hereunder.

         SECTION 8.06 Governing  Law. This  Agreement  shall  be   governed  and
construed in accordance with the laws of the State  of  New  Jersey  and, to the
extent provided herein, the NJBCA, without regard to any applicable conflicts of
law. The Parties hereto irrevocably further  consent  to the jurisdiction of the
courts of the State of New Jersey and of any Federal court located in New Jersey
in connection with any action or proceeding arising out  of  or relating to this
Agreement, any document or instrument delivered pursuant to, in  connection with
or simultaneously with this Agreement, or a breach of this Agreement or any such
document or instrument.

         SECTION 8.07 Publicity. Except  as  otherwise  required  by law, for so
long as this Agreement is in effect,  neither  the Company nor Parent shall, nor
shall Parent permit Acquisition Sub to, issue or cause  the  publication  of any
press release or other  public  announcement with respect  to  the  transactions
contemplated by  this  Agreement  without  the consent of the other party, which
consent shall not be unreasonably withheld or delayed.

         SECTION 8.08 Assignment. Neither this Agreement  nor any of the rights,
interests or obligations hereunder shall  be  assigned  by either of the parties
hereto (whether by  operation  of  law or otherwise) without   the prior written
consent of the other party. 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.

         SECTION 8.09 Enforcement. The parties  agree  that  irreparable  damage
would occur in the event that any of the provisions of  this  Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties  shall  be  entitled  to an injunction or
injunctions to prevent breaches of this Agreement  and  to  enforce specifically
the  terms and provisions of this Agreement. In addition, each  of  the  parties
hereto (i) consents  to  submit such  party to  the personal jurisdiction of any
Federal court located in the State of New Jersey in the event any dispute arises
out of this Agreement  or  any  of  the  transactions  contemplated hereby, (ii)
agrees  that  such  party  will  not  attempt  to  deny or  defeat such personal
jurisdiction by motion or other request for leave from any such court, and (iii)
agrees that such party will not bring any action relating to  this  Agreement or
any of the transactions contemplated  hereby  in  any court other than a Federal
court sitting in the State  of New Jersey. The prevailing  party in any judicial
action shall be entitled to receive from the other  party  reimbursement for the
prevailing  party's  reasonable  attorneys'  fees  and  disbursements, and court
costs.

                                       24
<PAGE>


         SECTION  8.10 No Remedy in Certain  Circumstances.  Each  party  agrees
that,  should any court or other competent  authority hold any provision of this
Agreement  to be null,  void or  unenforceable,  or order  any party to take any
action  inconsistent  herewith or not to take an action  consistent  herewith or
required  hereby,  the validity,  legality and  enforceability  of the remaining
provisions and obligations contained or set forth in this Agreement shall not in
any way be affected  or  impaired  thereby,  unless the  foregoing  inconsistent
action or the failure to take an action  constitutes  a material  breach of this
Agreement  or makes this  Agreement  impossible  to perform,  in which case this
Agreement shall terminate.  Except as otherwise  contemplated by this Agreement,
to the extent that a party hereto took an action inconsistent herewith or failed
to take action  consistent  herewith or required  hereby pursuant to an order or
judgment  of a court or other  competent  authority,  such party  shall incur no
liability or  obligation  unless such party did not in good faith seek to resist
or object to the imposition or entering of such order or judgment.




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                                       25
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed  by their respective officers  thereunto  duly authorized as of  the date
first written above.


                                  MULTI SOLUTIONS, INC.

                                  By:/s/ Jerome Goubeaux
                                     -------------------------------------------
                                          Jerome Goubeaux, President


                                  MULTI SUB, INC.

                                  By:/s/ Jerome Goubeaux
                                     -------------------------------------------
                                          Jerome Gobeaux, President


                                  USA REAL NEW TECHNOLOGY INC.

                                  By:/s/ Wen-Chung Kang
                                     -------------------------------------------
                                         Wen-Chung Kang, Chief Executive Officer


                                  SHAANXI REAL NEW TECHNOLOGY CO. LTD.

                                  By:/s/ Wen-Chung Kang
                                     -------------------------------------------
                                         Wen-Chung Kang, Chief Executive Officer


                                  BRIDGE VENTURES, INC.

                                  By:/s/ Harris Freedman
                                     -------------------------------------------
                                              Harris Freedman, Secretary

                                  /s/ Robert Frome
                                  ----------------------------------------------
                                              ROBERT FROME

                                  /s/ Michael Potter
                                  ----------------------------------------------
                                              MICHAEL POTTER


                                      26