**Table of Contents**       Page      **Article I.**DEFINITIONS  1      Section 1.1 Certain Defined Terms  1 Section 1.2 Other Defined Terms  5 Section 1.3 Other Interpretive Provisions  6      **Article II.**PURCHASE AND SALE OF SHARES; CANCELLATION OF OPTIONS  7      Section 2.1 Purchase and Sale  7 Section 2.2 Consideration  7 Section 2.3 Closing  8      **Article III.**REPRESENTATIONS AND WARRANTIES OF THE SELLER  9      Section 3.1 Due Organization, Good Standing and Power  9 Section 3.2 Capitalization; Valid Issuance  10 Section 3.3 Group Companies  10 Section 3.4 Corporate Records  10 Section 3.5 Financial Statements  11 Section 3.6 Authorization, Enforceability, No Approvals or Conflicts  12 Section 3.7 Compliance with Law; Governmental Authorizations  12 Section 3.8 Licenses  13 Section 3.9 Litigation  13 Section 3.10 Absence of Certain Changes  13 Section 3.11 Tax Matters  14 Section 3.12 Dividends and Distributions  15 Section 3.13 Officers, Employees and Labor  15 Section 3.14 Loans  16 Section 3.15 Share Option and Other Plans  16 Section 3.16 Intellectual Property  17 Section 3.17 Contracts  18 Section 3.18 Certain Transactions  18 Section 3.19 Compliance with Laws  19 Section 3.20 Environmental Matters  19 Section 3.21 Insurance  20 Section 3.22 Personal Property Assets  20 Section 3.23 Real Property  20 Section 3.24 No State Assets  21 Section 3.25 Brokers  21 Section 3.26 Investment  21 Section 3.27 Accredited Investor; Foreign Investor  21      **Article IV.**REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS  21      Section 4.1 Capacity  21 Section 4.2 Authorization, Enforceability  21 Section 4.3 No Approvals or Conflicts  22 
 
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       Page      **Article V.**REPRESENTATIONS AND WARRANTIES OF BUYER  22      Section 5.1 Organization  22 Section 5.2 Authorization, Enforceability  22 Section 5.3 No Approvals or Conflicts  22 Section 5.4 Litigation  23 Section 5.5 Validity of Share Consideration  23 Section 5.6 SEC Filings  23 Section 5.7 No Other Representations or Warranties  23      **Article VI.**COVENANTS AND AGREEMENTS  24      Section 6.1 Conduct of Business Prior to the Closing  24 Section 6.2 Filings and Consents  25 Section 6.3 Third Party Consents  26 Section 6.4 Tax Matters; Cooperation; Preparation of Returns; Tax Elections  26 Section 6.5 Employees; Benefit Plans  27 Section 6.6 Related Party Accounts  27 Section 6.7 Non-Violation  27 Section 6.8 Confidentiality  27 Section 6.9 No Transfer by the Seller  27 Section 6.10 Leisen Transfer; Education Technology; Spin-Off  28 Section 6.11 Other Restructuring  28 Section 6.12 Non-competition  28 Section 6.13 Further Actions  29 Section 6.14 Delivery of June 30 Balance Sheet  29 Section 6.15 Cartoon Digital Acquisition  29 Section 6.16 Lock-up of Share Consideration  29      **Article VII.**CONDITIONS TO THE OBLIGATIONS OF SELLER  30      Section 7.1 Representations and Warranties  30 Section 7.2 Performance  30 Section 7.3 No Material Adverse Change  30 Section 7.4 Officer’s Certificate  30      **Article VIII.**CONDITIONS TO BUYER’S OBLIGATIONS  30      Section 8.1 Representations and Warranties  30 Section 8.2 Performance  30 Section 8.3 Liabilities  31 Section 8.4 Officer’s Certificate  31 Section 8.5 Employment Agreements  31 Section 8.6 Opinions of Counsel  31 Section 8.7 Cartoon Digital Acquisition  31 Section 8.8 Leisen Transfer  31 Section 8.9 Education Technology Transfer  31 Section 8.10 Spin-Off  31 Section 8.11 Restructuring  31 Section 8.12 Injunctions  32 Section 8.13 Financial Statements  32 Section 8.14 Related Party Accounts  32 
 
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       Page      **Article IX.**TERMINATION  32      Section 9.1 Termination  32 Section 9.2 Procedure and Effect of Termination  33      **Article X.**INDEMNIFICATION  33      Section 10.1 Indemnification by the Seller and the Warrantors  33 Section 10.2 Indemnification by the Buyer  34 Section 10.3 Notice and Opportunity to Defend  34      **Article XI.**MISCELLANEOUS  35      Section 11.1 Fees and Expenses; Liquidated Damages  35 Section 11.2 Governing Law  35 Section 11.3 Amendment  35 Section 11.4 No Assignment  36 Section 11.5 Waiver  36 Section 11.6 Notices  36 Section 11.7 Complete Agreement  37 Section 11.8 Counterparts  37 Section 11.9 Publicity  38 Section 11.10 Severability  38 Section 11.11 Third Parties  38 Section 11.12 Dispute Resolution  38 SCHEDULES     1.1A Ancillary Documents     1.1B List of Key Company Employees     EXHIBITS     A Form of Employee Employment Agreement with Du Tianming     B Form of Leisen Share Purchase Agreement     C Form of Cartoon Digital Acquisition Agreement     
 
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**SHARE PURCHASE AGREEMENT****AGREEMENT**, dated May 22, 2009, between:(1) **NOAH EDUCATION HOLDINGS LTD**., a company with limited liability organized under the laws ofthe Cayman Islands (“**Noah Education**”, or the “**Buyer**”);(2) **SUNSHINE NATION LIMITED**, a company with limited liability organized under the laws of theBritish Virgin Islands (the “**Seller**”);(3) **DU TIANMING**of PRC ID No. 430121195008307710, **DU LIANGDONG**of PRC ID No. 430121198201305551,and **DU SIYUAN**of Canadian Passport No. WB 126670 (collectively, the “**Warrantors**”).**BACKGROUND:**(A) The Seller owns all of the issued and outstanding shares (the “**Shares**”) in Global RingLimited, a company with limited liability incorporated under the laws of Hong Kong (the“**Company**”).(B) Du Siyuan is the sole owner of the Seller.(C) Du Tianming and Du Liangdong are the key management of Changsha Little Star Cartoon DigitalTechnology Ltd., a company organized and existing under the laws of the PRC, which is or willbecome a wholly-owned subsidiary of the Company.(D) The Seller desires to sell to the Buyer, and the Buyer desires to buy from the Seller, theShares upon the terms and subject to the conditions set forth in this Agreement.**IT IS HEREBY AGREED**as follows:**DEFINITIONS**Section 1.1 Certain Defined Terms. As used in this Agreement, the following termswill have the following meanings:“**Affiliate**” means, with respect to any specified Person, any other Person that directly, orindirectly through one or more intermediaries, controls, is controlled by, or is under commoncontrol with, such specified Person.“**Ancillary Documents**” means those agreements, documents and instruments as set forth inSchedule 1.1A.“**Applicable Exchange Rate**” means, with respect to any date on which a payment is to be madeunder this Agreement, the mid rate of the US dollar/Renminbi exchange rate published by thePeople’s Bank of China for the second Business Day prior to the date of payment.“**Bank Obligations**” means (A) the principal amount, not exceeding RMB 7 million, ofIndebtedness of Cartoon Digital incurred on or prior to June 30, 2009 secured by Encumbrances, and(B) any interests, fees and charges incurred in connection with the Indebtedness and theEncumbrances and the maintenance and discharge thereof.
 
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“**Business**” means the business of (i) providing pre-school and school-age education servicesand content, with a focus on English, and (ii) any other business as currently conducted by theGroup Companies.“**Business Day**” means any day (other than a Saturday, Sunday or public holiday) on which banksare open for general business in Hong Kong and New York.“**Cartoon Digital**” means Changsha Little Star Cartoon Digital Technology Ltd., a companyorganized and existing under the laws of the PRC.“**Cartoon Digital 2009 Net Cash**” means the net cash flows provided by operations of CartoonDigital determined under the PRC GAAP for the 2009 calendar year.“**Contract**” means any contract, agreement, arrangement or understanding, whether written ororal.“**Control**” (including the terms “controlled by” and “under common control with”), with respectto the relationship between or among two or more Persons, means the possession, directly orindirectly, of the power to direct or cause the direction of the affairs or management of a Person,whether through the ownership of voting securities, by Contract or otherwise, including theownership, directly or indirectly, of securities having the power to elect a majority of the boardof directors or similar body governing the affairs of such Person.“**Disclosure Schedule**” means the Disclosure Schedule, dated the date hereof, delivered by theSeller to the Buyer in connection with this Agreement.“**Education Technology**” means Changsha Little Star Education Technology Co., Ltd., a companyorganized and existing under the laws of the PRC.“**Encumbrance**” means any security interest, pledge, mortgage, lien, charge, limitation,condition, equitable interest, option, easement, encroachment, right of first refusal, or similaradverse claim or restriction, including any restriction on transfer or other assignment, assecurity or otherwise, of or relating to use, quiet enjoyment, voting, receipt of income orexercise of any other attribute of ownership.“**Environmental Claim**” means any written notice, claim or demand or any action, suit,complaint, or proceeding by any Person alleging liability or potential liability (includingliability or potential liability for investigatory costs, cleanup costs, governmental responsecosts, natural resource damages, fines or penalties) under any Environmental Laws.“**Environmental Laws**” means all Laws in effect in the PRC or Hong Kong at the date of thisAgreement relating to protection of the environment.“**Exchange Act**” means the United States Securities Exchange Act of 1934.“**Financing Lease**” means (i) any lease of property, real or personal, the obligations underwhich are capitalized on the balance sheet of the Company and (ii) any other such lease to theextent that the then present value of the minimum rental commitment thereunder should, inaccordance with PRC GAAP, be capitalized on a balance sheet of the Company.
 
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“**Government Official**” means any official, director, politician, employee or other similarPersons with a position at a Governmental Authority.“**Governmental Authority**” means any government or governmental or regulatory body thereof, orpolitical subdivision thereof, whether federal, state, municipal, local or foreign, or any agency,instrumentality or authority thereof, or any court or arbitrator (public or private).“**Governmental Authorization**” means any consent or approval of or from any United States ofAmerica, PRC or Cayman Islands Governmental Authority.“**Governmental Order**” means any order, writ, injunction, decree, stipulation, determination oraward entered by or with any Governmental Authority.“**Group Companies**” means the Company and Cartoon Digital and its subsidiaries.“**Hazardous Materials**” means all materials defined as “hazardous substances” or “hazardouswastes,” toxic, pollutant, contaminant or words of similar meaning or effect, or any other term ofsimilar import under any Environmental Law.“**Indebtedness**” of a Person, at a particular date, means the sum (without duplication) at suchdate of (i) indebtedness for borrowed money or for the deferred purchase price of property orservices in respect of which such Person is liable as obligor, (ii) indebtedness secured by anylien on any property or asset owned or held by such Person regardless of whether the indebtednesssecured thereby shall have been assumed by or is a primary liability of such Person, (iii)obligations of such Person under Financing Leases, (iv) the face amount of all letters of creditissued for the account of such Person and, without duplication, the unreimbursed amount of alldrafts drawn thereunder and (v) obligations (in the nature of principal or interest) of such Personin respect of acceptances or similar obligations issued or created for the account of such Person.For the avoidance of doubt, obligations of a Group Company pursuant to a Contract entered intobetween such Group Company and a customer in the ordinary course of business do not constituteIndebtedness.“**Intellectual Property**” means all rights under patent, copyright, trademark or trade secretLaw or any other statutory provision or common law doctrine, including design rights.**“June 30 Balance Sheet”**means the balance sheet of Cartoon Digital and the consolidatedbalance sheet of the Company as of June 30, 2009, in a form satisfactory to the Buyer, and asadjusted, as needed, in good faith by the Buyer for any inaccuracy from time to time.“**Key Company Employees**” means Du Tianming and Du Liangdong, and each other member of theteaching staff and research and development staff as of the date hereof, including but not limitedto such members set forth in Schedule 1.1B.“**Key Company Employee Agreements**” means (i) an employment agreement, and (ii) as separateagreements or as included in the employment agreement referenced in clause (i), a non-competitionagreement, a confidentiality agreement and an agreement to assign intellectual property rights,between each of the Key Company Employees and Cartoon Digital, in forms satisfactory to the Buyer.
 
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“**Law**” means any statute, code, law, ordinance, regulation or rule or other legally bindingrequirement of any Governmental Authority.“**Leisen**” means Changsha Leisen Education Software Co., Ltd., a company organized and existingunder the laws of the PRC.“**Material Adverse Effect**” or “**Material Adverse Change**” means, with respect to any entity, anyeffect or change that would be or would reasonably be expected to be materially adverse (i) to thebusiness, assets, condition (financial or otherwise), operating results or operations of suchentity and its subsidiaries, taken as a whole, except: (a) effects or changes (including generaleconomic and political conditions) that do not have a materially disproportionate effect (relativeto other industry participants) on such entity and generally affect the industry in which suchentity operates, (b) effects or changes relating to loss of employees, suppliers, vendors, agents,customers or other business partners (including web sites and portals) resulting primarily from theannouncement or pendency of the transactions contemplated by this Agreement, (c) effects or changesto the extent attributable to changes in the Laws of the PRC after the date of this Agreement, and(d) any change or effect that results from any action taken by the Seller at the request of theBuyer or by the Buyer at the request of the Seller or required by the terms of this Agreement orthe Ancillary Documents; or (ii) to the ability of the Buyer or the Seller, as applicable, toperform its or their obligations hereunder.“**Noah Education Ordinary Shares**” means the ordinary shares, US$0.00005 par value per share, ofthe Buyer.“**Permitted Encumbrances**” means (i) Encumbrances for Taxes not yet due and payable or beingcontested in good faith, (ii) Encumbrances in respect of property or assets imposed by Law thatwere incurred in the ordinary course of business, such as carriers’, warehousemen’s, materialmen’sand mechanics’ liens and other similar liens, (iii) pledges or deposits made in the ordinary courseof business to secure obligations under workers’ compensation laws or similar legislation or tosecure public or statutory obligations, (iv) survey exceptions, reciprocal easement agreements andother customary encumbrances on title to real property, (v) Encumbrances in favor of the Buyer; and(vi) such other encumbrances as would not, individually or in the aggregate, materially andadversely affect the value of or the use of the encumbered property for its current and anticipatedpurposes.“**Person**” means any individual, partnership, firm, company, corporation, association, trust,unincorporated organization, joint venture or other entity.“**PRC**” means the People’s Republic of China, but solely for the purposes of this Agreement,excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and theisland of Taiwan.“**PRC GAAP**” means PRC generally accepted accounting principles and practices as in effect fromtime to time.“**Related Party**” means, in respect of any Group Company, any of its Affiliates (other thananother Group Company), directors and senior management.“**RMB**” means Renminbi, the legal currency of the PRC.
 
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“**Securities Act**” means the United States Securities Act of 1933.“**subsidiaries**” means, with respect to any Person, any other Person with respect to which thefirst Person, directly or indirectly, owns 50% or more of the securities of the second Personhaving the power to elect members of the board of directors or similar body governing the affairsof such entity.“**Restructuring Memorandum**” means the memorandum relating to the restructuring of GroupCompanies dated May 22, 2009 issued by Zhong Lun Law firm.“**Tax**” or “**Taxes**” means any taxes of any kind, including but not limited to those on ormeasured by or referred to as income, gross receipts, capital, 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 orcharges of any kind whatsoever, together with any interest and any penalties, additions to tax oradditional amounts imposed by any Governmental Authority.“**Tax Return**” means any return, estimate, report or statement required to be filed with anyGovernmental Authority with respect to Taxes, including any schedule or attachment thereto,amendment thereof, claim for refund or declaration of estimated Tax.“**Taxing Authority**” means, with respect to any Tax, the government entity or politicalsubdivision thereof that imposes such Tax and the agency (if any) charged with the collection ofsuch Tax for such entity or subdivision.“**Xingchen Management**” means Changsha Xingchen Management Consulting Co. Ltd., a companyorganized and existing under the laws of the PRC.Section 1.2 Other Defined Terms. The following terms shall have the meanings definedfor such terms in the Sections set forth below:   **Term** **Section**Acquisition Loan Documents Section 1.58Agreement PreambleAggregate Consideration Section 1.5Balance Sheet Section 1.11(a)Balance Sheet Date Section 1.11(a)Buyer Preamblethe Buyer’s Liquidated Damages Section 1.83(b)the Buyer SEC Documents Section 1.42Closing Date Cash Consideration Section 1.5(a)Closing Section 1.6(a)Closing Date Section 1.6(a)Company PreambleConfidential Information Section 1.51Education Technology Transfer Section 1.53Financial Statements Section 1.11(a)HKIAC Section 1.94(b)Indemnifying Party Section 1.82Indemnified Party Section 1.82IP Licenses Section 1.22(c)
 
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   **Term** **Section**Land Use Rights Section 1.29(b)Leisen Transfer Section 1.53Long-Stop Date Section 1.78(e)Losses Section 1.80(a)Warrantors PreambleMaterial Contract Section 1.23(a)Noah Education PreamblePayment Date Section 1.5(b)Related Party Accounts Section 1.49SEC Section 1.42Seller PreambleShares PreambleShare Consideration Section 1.5(c)Spin-off Section 1.53Section 1.3 Other Interpretive Provisions. In this Agreement, the following rules ofinterpretation apply unless the contrary intention appears:(a) the words “hereof,” “herein” and “hereunder” and words of similar import refer to thisAgreement as a whole and not to any particular provision of this Agreement;(b) Section, Schedule and Exhibit references are to this Agreement unless otherwise specified;(c) mentioning anything after “include,” “includes” or “including” does not limit what elsemight be included;(d) references to “assets” include businesses, undertakings, securities, properties, revenuesor rights of every description and whether present or future, actual or contingent;(e) a reference to this Agreement or any other document includes any amendment, variation,novation, replacement or supplement to any of them from time to time;(f) a reference to any legislation or to any provision of any legislation includes anymodification or re-enactment of it, any legislative provision substituted for it and anyregulations and statutory instruments issued under it;(g) the singular includes the plural and vice versa;(h) references to a time of day are to Hong Kong time;(i) where a word or phrase is defined, its other grammatical forms have a correspondingmeaning;(j) no rule of construction applies to the disadvantage of a party because that party wasresponsible for the preparation of this Agreement.
 
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**PURCHASE AND SALE OF SHARES; CANCELLATION OF OPTIONS**Section 1.4 Purchase and Sale. Subject to the terms and conditions set forth in thisAgreement, the Seller shall sell to the Buyer all of the Seller’s right, title and interest in theShares, free and clear of all Encumbrances (other than Encumbrances in favor of the Buyer) at theClosing Date, and the Buyer shall purchase the Shares at the Closing Date.Section 1.5 Consideration. Subject to the terms and conditions set forth in thisAgreement, in reliance on the representations, warranties, covenants and agreements of the partiescontained herein and in the Ancillary Documents and in consideration of the sale of the Shares, theBuyer shall pay to the Seller a total consideration (the “**Aggregate Consideration**”) as follows:(a) an amount in cash (the “**Closing Date Cash Consideration**”), payable on the Closing Date,equal to the U.S. dollar equivalent, calculated using the Applicable Exchange Rate, of RMB 23million, less (i) RMB 18,200,000, being the amount payable by Cartoon Digital to complete theacquisition under the Cartoon Digital Acquisition Agreement referred to in Section 1.58, (ii) RMB1,300,000, being the amount payable by the purchaser to complete the Leisen Transfer referred to inSection 1.53, (iii) the RMB 3 million deposit paid by the Buyer or its Affiliates in connectionwith this transaction, and (iv) US$5,000, being legal expenses that the Seller has agreed toreimburse the Buyer;(b) an amount in cash, equal to the U.S. dollar equivalent calculated using the ApplicableExchange Rate for the applicable Payment Date (as defined below) of RMB 30 million minus theamount, if any, by which the Cartoon Digital 2009 Net Cash is less than RMB 10 million, whichamount is payable in three installments on the dates specified below (each, a “**Payment Date**”):(i) provided that the Buyer shall have completed Items 21 through 23 of theRestructuring Memorandum, one third, less any Bank Obligations (other than the principalamount thereof) incurred through the date of maturity of the principal amount thereof,payable six (6) months after the Closing Date;(ii) provided that the Buyer shall have completed Items 21 through 25 of theRestructuring Memorandum, one third, payable twelve (12) months after the Closing Date; and(iii) provided that the Buyer shall have completed Items 21 through 25 of theRestructuring Memorandum, the balance payable eighteen (18) months after the Closing Date,the amount of each such installment payable on a Payment Date will be further reduced by:(x) and any penalties associated with the early termination of the leases entered intoby any Group Company prior to the Closing Date for locations that have not received firesafety certificates;(y) any excess liabilities, as indicated on the relevant June 30 Balance Sheet, that (A)remain undischarged prior to the Payment Date and (B) do not match any asset on the relevantJune 30 Balance Sheet; and
 
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(c) a total of 2,647,743 Noah Education Ordinary Shares (the “**Share Consideration**”), issuableto the Seller on the Closing Date, representing a value of RMB 60 million, based on a 20-day volumeweighted average closing price of US$3.32 of Noah Education’s American depositary shares on the NewYork Stock Exchange as of May 21, 2009, and a RMB/US$ exchange rate of 6.8239.Section 1.6 Closing.(a) Subject to the terms and conditions set forth in this Agreement, the closing of thetransactions contemplated by Section 1.5 of this Agreement (the “**Closing**”) will take place on July2, 2009, at the Hong Kong offices of Latham & Watkins, 41st Floor, One Exchange Square, 8 ConnaughtPlace, Central, Hong Kong (or at such other place and on such other day and effective date asmutually agreed to by the parties hereto, the “**Closing Date**”) as specified by the Buyer in a noticeto the Seller duly signed and delivered by the Buyer as promptly as practicable but in any eventwithin five (5) Business Days following the date of the satisfaction or waiver of all of theconditions set forth in Articles VI and VII hereof (other than those that are only capable of beingsatisfied on or as of the Closing Date).(b) The Seller shall designate a bank account to receive cash from the Buyer no later thanfive (5) Business Days prior to the Closing Date or the Payment Date, as applicable.(c) At or prior to the Closing, the Seller shall deliver to the Buyer the following:(i) share certificates evidencing all the Shares to be sold by the Seller accompaniedby a duly executed instrument of transfer, pre-stamped with HK$5 stamp duty, in favor of theBuyer or its nominee, in respect of all the Shares;(ii) a duly executed sold note in favor of the Buyer in respect of all the Shares;(iii) all other previously undelivered documents required by this Agreement and theAncillary Documents to be delivered by the Seller to the Buyer at or prior to the ClosingDate in connection with the transactions contemplated hereby and thereby;(iv) the resignations, effective as of the Closing, of all of the directors of theCompany and the Group Companies, except for such persons as shall have been designated inwriting prior to the Closing by the Buyer to Seller to remain in such positions immediatelyfollowing the Closing;(v) the respective requisite approvals of the Company and the Group Companies approving(x) the resignations of directors referred to in Subsection(c)(iv) and (y) the appointmentof persons designated by the Buyer as directors of the Company and the Group Companies,effective immediately following the Closing; and(vi) in respect of each Group Company, the certificates of incorporation, common seal(if it exists), share register and share certificate book (with any unissued sharecertificates) and all minute books and other statutory books or such equivalent items in therelevant jurisdiction as are kept by the relevant Group Company or are required by the Lawof the jurisdiction where such Group Company is incorporated to be kept by such GroupCompany.
 
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(d) At the Closing, the Buyer shall, subject to the Seller’s compliance with Section 1.6(c)and the conditions specified in Article VIII, deliver to the Seller:(i) the Closing Date Cash Consideration;(ii) a true copy of the register of members of the Buyer indicating the transfer tothe Seller and registration in the name of the Seller in respect of the ShareConsideration; and(iii) a duly executed bought note in favor of the Seller in respect of all the Shares.(e) The Seller and the Buyer agree that the bought and sold notes and instruments of transferin respect of the Shares will be submitted to the Stamp Office for adjudication by the Buyer’ssolicitors as soon as practicable after Closing (but in any event within two days of the Closing).The Seller will, at Closing, provide to the Buyer’s solicitors copies of its memorandum andarticles of association, the Group Companies’ most recent annual accounts and any subsequentmanagement accounts and will, following Closing, promptly provide to the Buyer’s solicitors anyother documentation (certified as being true copies where so requested) that the Buyer’s solicitorsmay reasonably request in connection with the submission to the Stamp Office. The Sellers shallprovide to the Buyer’s solicitors a check in favor of “The Government of the Hong Kong SpecialAdministrative Region” equal to the total stamp duty adjudged by the Stamp Office to be payable inconnection with the transfer of the Shares immediately on demand by the Buyer’s solicitors.**REPRESENTATIONS AND WARRANTIES OF THE SELLER**The Seller represents and warrants to the Buyer as of the date hereof and as of the ClosingDate as follows:Section 1.7 Due Organization, Good Standing and Power.(a) The Seller is duly organized and validly existing under the laws of the British VirginIslands, has the corporate power and authority to execute and deliver this Agreement and performits obligations hereunder.(b) The Company is a company duly incorporated and validly existing under the laws of the HongKong. The Company has the requisite power and authority to own, lease and operate its assets and toconduct the business now being conducted by it.(c) The Company does not engage in any business other than holding the equity interest inCartoon Digital. The Company has no liabilities or obligations and is not a party to any Contract,other than (i) this Agreement and the Ancillary Documents to which it is a party, and (ii) anyliabilities or obligations relating solely to the transactions contemplated by this Agreement andthe Ancillary Documents.
 
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Section 1.8  Capitalization; Valid Issuance.The Shares constitute the only whole of the issued and allotted share capital of the Company.The Company does not have any other outstanding ordinary shares, preferred shares, options,warrants, convertible debt convertible into any equity interests, of the Company. All of theShares were duly authorized for issuance without violation of any preemptive or similar rights andare validly issued and fully paid and nonassessable. The Seller is the only record and beneficialowner of the Shares and has valid title to the Shares, free and clear of any and all Encumbrances(other than Encumbrances in favor of the Buyer). The Seller has the corporate or other applicableorganizational power and authority to sell, transfer, assign and deliver the Shares as provided inthis Agreement, and such delivery will convey to the Buyer good and valid title to such Shares,free and clear of any and all Encumbrances.Section 1.9 Group Companies.(a) The Company does not presently own or control, directly, any interest in any othercorporation, partnership, trust, joint venture, association, or other entity, except for a 100%equity interest in Cartoon Digital to be acquired as contemplated by the Ancillary Documents.Cartoon Digital is or will by the Closing Date be, directly and wholly owned by the Company freeand clear of all liens, claims, charges and Encumbrances, other than Encumbrances in favor of theBuyer.(b) No Person other than the relevant holding company within the Group Companies has anydirect or indirect right to participate in, or receive any payment based on any amount relating to,the revenue, income, value or net worth of its subsidiaries or any component or portion thereof, orany increase or decrease in any of the foregoing. There is no existing option, warrant, call,right, commitment or other agreement of any character to which the Seller or Group Company is aparty requiring, and there are no securities of any Group Company outstanding that upon conversionor exchange would require, the issuance, sale or transfer or repurchase or redemption or otherwiseacquisition of any additional shares of capital stock, issued or unissued, or other equitysecurities of any Group Company or other securities convertible into, exchangeable for orevidencing the right to subscribe for or purchase shares of capital stock or other equitysecurities of any Group Company or relating to dividends or voting rights. Except as contemplatedby the Ancillary Documents, none of the Group Companies is a party to any voting trust, othervoting agreement or Contract with respect to any of the Shares or to any agreement relating to theissuance, sale, redemption, transfer or other disposition of the capital stock of any Group Company.(c) No shares of capital stock or other equity or ownership interests of any Group Companyhave been issued in violation of any rights, agreements, arrangements or commitments under anyprovision of applicable Law, the certificate of incorporation or bylaws or comparableorganizational documents of any Group Company or any Contract to which any Group Company is a partyor by which such Group Company is bound.Section 1.10 Corporate Records.The certificates of incorporation, memorandum and articles of association, by-laws orcomparable organizational documents and business licenses of each Group Company are in full forceand effect. None of the Group Companies is in violation of any of the provisions of itscertificate of incorporation, memorandum and articles of association, bylaws or comparableorganizational documents. The transfer books and minute books of each Group Company are true andcomplete in all material respects and record all the matters required to be recorded therein.
 
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Section 1.11 Financial Statements.(a) The Seller has delivered to the Buyer complete copies of Cartoon Digital’s auditedconsolidated balance sheets as of December 31, 2007 and 2008, and the related statements ofoperations, shareholders’ equity and cash flows for the years ended December 31, 2007 and 2008,together with the notes to such financial statements (the “**Financial Statements**”). The FinancialStatements (i) are true, correct and complete in all material respects and have been prepared inaccordance with the books and records of Cartoon Digital and its subsidiaries, (ii) have beenprepared in accordance with PRC GAAP applied on a consistent basis throughout the periods indicatedtherein, and (iii) fairly present, in all material respects, the financial condition and results ofoperations and cash flows of the business of the Cartoon Digital and its subsidiaries, as of andfor the periods to which they relate. For the purposes hereof, the consolidated balance sheet ofCartoon Digital and its subsidiaries as of December 31, 2008 is referred to as the “**Balance Sheet**”and December 31, 2008 is referred to as the “**Balance Sheet Date**”. None of the Group Companies hasmade any changes in its accounting methods or principles since the Balance Sheet Date (other thanwith respect to provisioning for doubtful accounts and such changes as required by Law or PRCGAAP). The books of account and financial records of the Group Companies have been prepared andare maintained in accordance with sound accounting practice.(b) Since the Balance Sheet Date, none of the Group Companies has sustained any material lossor interference with its business from fire, explosion, flood or other calamity, whether or notcovered by insurance, or from any labor dispute or court or governmental action, order or decree;and, since the Balance Sheet Date, there has not been any material change in the share capital,short-term debt or long-term debt of any of the Group Companies or any Material Adverse Change.(c) Each of the Group Companies maintains a system of internal accounting controls thatprovide reasonable assurance that (i) transactions are executed in accordance with management’sgeneral or specific authorizations, (ii) transactions are recorded in reasonable detail, accuratelyand fairly reflect in all material respects the transactions and dispositions of assets of suchentity as necessary to permit preparation of financial statements in conformity with PRC GAAP,(iii) access to material assets is permitted only in accordance with management’s general orspecific authorization, (iv) the recorded accountability for assets is compared with existingassets at reasonable intervals and appropriate actions are taken with respect to any differencesand (v) each of the Group Companies has made and kept books, records and accounts that, inreasonable detail, accurately and fairly reflect in all material respects the transactions anddispositions of assets of such entity and provide a sufficient basis for the preparation offinancial statements in accordance with PRC GAAP.(d) There are no liabilities of any kind whatsoever (whether absolute, accrued, contingent orotherwise and whether due or to become due) of the Group Companies that would be required to bereflected in, or disclosed in the notes to, financial statements prepared in accordance with PRCGAAP other than liabilities and obligations (i) reflected or reserved against on the Balance Sheetor disclosed in the notes thereto, (ii) arising in the ordinary course of the business of the GroupCompanies since the Balance Sheet Date or (iii) that would not, individually or in the aggregate,reasonably be expected to be material to the Group Companies, taken as a whole.
 
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Section 1.12 Authorization, Enforceability, No Approvals or Conflicts.(a) The execution and delivery by the Seller or any Group Company of this Agreement or theAncillary Documents, as applicable, to which the Seller or any Group Company, as applicable, is aparty and the performance by the Seller or Group Company, as applicable, of its respectiveobligations hereunder and thereunder have been duly authorized by all necessary corporate or otherapplicable organizational action of such the Seller or Group Company. Each of this Agreement andthe Ancillary Documents to which the Seller or Group Company is a party has been or will, by theClosing Date, be duly executed and delivered by the Seller or Group Company, as applicable, and,assuming due authorization, execution and delivery by the other party/parties thereto, constitutesa valid and binding agreement of the Seller or Group Company, as applicable, enforceable againstthe Seller or Group Company, as applicable, in accordance with its terms, subject to the effects ofbankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Lawsrelating to or affecting creditors’ rights generally and general equitable principles (whetherconsidered in a proceeding in equity or at law).(b) The execution, delivery and performance by the Seller or Group Company, as applicable, ofthis Agreement and the Ancillary Documents to which the Seller or Group Company, as applicable, isa party, and the consummation of the transactions contemplated hereby and thereby do not and willnot (i) violate, conflict with or result in a breach of the organizational documents of the Selleror any Group Company, (ii) violate, conflict with or result in a breach of, or constitute a defaultby the Seller or any Group Company (or create an event which, with notice or lapse of time or both,would constitute a default) or give rise to any right of termination, cancellation or accelerationunder, or result in the creation of any Encumbrance upon any of the properties of the Seller orGroup Company or on the Shares under, any note, bond, mortgage, indenture, deed of trust, license,franchise, permit, lease, contract, agreement or other instrument to which the Seller or GroupCompany or any of their respective properties is bound or (iii) violate or result in a breach ofany Governmental Order or Law applicable to the Seller or Group Company or any of their respectiveproperties. Except as set forth on in the Disclosure Schedule, no Governmental Authorizations arerequired for the execution, delivery and performance by the Seller or Group Company of thisAgreement or the Ancillary Documents or the consummation of the transactions hereby or thereby.Section 1.13 Compliance with Law; Governmental Authorizations.Except as disclosed in the Disclosure Schedule, none of the Group Companies is in violation ofany Governmental Order or Law applicable to them or any of their respective properties. Anyviolation disclosed in the Disclosure Schedule related to the operation of schools or teachingcenters, including the safety certification thereof, would not result in any loss or damage to theBuyer or any of the Group Companies or cause any of the affected schools or teaching centers to beclosed or otherwise adversely affect the operations of any of the Group Companies, in each casewithin six months after the Closing Date. Any such violation will also not result in anytermination of leases for the premises of these schools or teaching centers or in any related lossor damage to the Buyer or any of the Group Companies.
 
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Section 1.14 Licenses.Except as disclosed in the Disclosure Schedule, each of the Group Companies has obtained alllicenses, franchises, concessions, consents, authorizations, approvals, orders, certificates andpermits of and from, and has made all declarations and filings with, all Governmental Authoritiesnecessary to own, license and use its properties and assets and conduct its business in the mannercurrently conducted and such licenses, consents, authorizations, approvals, orders, certificates orpermits contain no materially burdensome restrictions or conditions for the conduct of the Businessas currently conducted. No regulatory body is considering modifying, suspending or revoking anysuch licenses, consents, authorizations, approvals, orders, certificates or permits and each of theGroup Companies is in material compliance with the provisions of all such licenses, consents,authorizations, approvals, orders, certificates or permits. Any failure to obtain consents,authorizations, approvals or permits set forth in the Disclosure Schedule relating to the operationof schools or teaching centers, including the safety certification thereof, would not result in anyloss or damage to the Buyer or any of the Group Companies or cause any of the affected schools orteaching centers to be closed or otherwise adversely affect the operations of any of the GroupCompanies, in each case within six months after the Closing Date. Any such violation will also notresult in any termination of leases for the premises of these schools or teaching centers or in anyrelated loss or damage to the Buyer or any of the Group Companies.Section 1.15 Litigation. There are no suits, actions, arbitrations, proceedings orinvestigations pending or threatened against any of the Group Companies.Section 1.16 Absence of Certain Changes. Since the Balance Sheet Date, the Businesshas been conducted in all material respects only in the ordinary course consistent with pastpractice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except asset forth in the Disclosure Schedule or as contemplated by this Agreement, there has not been:(a) any damage, destruction or loss (whether or not covered by insurance) materially affectingthe business or assets of the Group Companies;(b) any sale, purchase, option, subscription, warrant, call, commitment or agreement of anycharacter granted or made by any of the Group Companies in respect of its capital stock or otherequity interests;(c) any declaration, setting aside or payment of any dividend or other distribution in respectof any shares of capital stock of any Group Company or any repurchase, redemption or otheracquisition by any Group Company of any outstanding shares of capital stock or other securities of,or other ownership interest in, any Group Company;(d) any material loans, advances or capital contributions to, or investments in, any Person orpayment of any fees or expenses other than salaries and normal business expenses paid to employeesin the ordinary course of business, or other than such receivables or payables that will bedischarged by the Closing Date;(e) any acquisition of assets or disposition of assets by any of the Group Companies,excluding (i) any single acquisition or disposition of assets, which does not exceed RMB100,000 and(ii) one or more related acquisitions or dispositions of assets, the aggregate value of which doesnot exceed RMB150,000;
 
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(f) any merger or consolidation by any of the Group Companies with any Person;(g) capital expenditures by any of the Group Companies that in the aggregate exceedRMB150,000;(h) any incurrence, assumption or guarantee of any Indebtedness by any of the Group Companies,which in aggregate exceeds RMB150,000;(i) any Encumbrance of material assets of any of the Group Companies, other than PermittedEncumbrances;(j) other than in the ordinary course of business, any increase in the compensation ofemployees of any of the Group Companies;(k) any loan made by any of the Group Companies to any director, officer or other member ofsenior management of any of the Group Companies other than reasonable travel and business expenseadvances incurred in the ordinary course of business or such other loans that will be fully repaidby the Closing Date;(l) any material change in the accounting methods or practices followed by any of the GroupCompanies (other than such changes that have been required by Law or PRC GAAP); or(m) any agreement or commitment by any of the Group Companies to do any of the foregoing.Section 1.17 Tax Matters.(a) All Tax Returns required to be filed pursuant to applicable Law by or on behalf of anyGroup Company have been filed in a timely manner (within any applicable extension periods) and aretrue, correct and complete in all material respects, (ii) all Taxes of the Group Companies havebeen timely paid in full or will be timely paid in full by the due date thereof if due prior to theClosing Date, except for those contested in good faith, and the Group Companies have adequatelyprovided for all Taxes in the Financial Statements for which they are required to provide,(iii) except as set forth in the Disclosure Schedule, none of the Group Companies has liability forTaxes in excess of the accruals for Taxes reflected on the Financial Statements to the extent suchTaxes are required to be accrued under PRC GAAP and (iv) no unresolved claims have been asserted inwriting by a Taxing Authority with respect to any Taxes of any of the Group Companies;(b) Each of the Group Companies is and has been in compliance with all applicable Lawsrelating to the payment, withholding and exemptions of Taxes and has duly and timely withheld fromemployee salaries, wages and other compensation and has paid over to the appropriate TaxingAuthorities all amounts required to be so withheld and paid over for all periods prior to andincluding the Closing Date under all applicable Laws;(c) No submissions made to any Taxing Authority in connection with obtaining Tax exemptions,Tax holidays or reduced Tax rates contained any material misstatement or omission that would haveaffected the granting of such Tax exemptions, Tax holidays or reduced Tax rates;
 
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(d) No written claim has been made by any Taxing Authority in any jurisdiction where a GroupCompany does not file Tax Returns that it is or may be subject to Tax by that jurisdiction. Noextensions or waivers of statutes of limitations with respect to any Tax Returns have been given byor requested from any Group Company. There are no audits or investigations by any Taxing Authorityof any of the Group Companies in progress nor does any Group Company have actual knowledge of anypending or threatened audit or investigation by any Taxing Authority;(e) All deficiencies asserted or assessments made against any Group Company as a result of anyexaminations by any Taxing Authority have been fully paid in accordance with their stipulated duedate;(f) No Group Company is a party to any Tax indemnity, Tax allocation or Tax sharing or similaragreement or arrangement (whether or not written) pursuant to which it could have any obligation tomake any payments after the Closing; and(g) Other than in respect of Taxes not yet due and payable, there are no Encumbrances forTaxes upon the assets of any Group Company.Section 1.18 Dividends and Distributions.(a) Retained earnings of the Group Companies, for purposes of declaring and paying dividends,were computed in accordance with PRC GAAP and all dividends paid were declared and paid accordingto the laws and regulations of the PRC as then in effect. No such dividends or other distributionswere subject to withholding or other Tax under the Laws of the PRC that were not paid or withheldand were otherwise free and clear of any other Tax, withholding or regulations in the PRC that werenot otherwise paid, withheld or complied with (as the case may be). The Subsidiaries have receivedthe necessary governmental approvals, certificates, permits and other similar permission to paysuch dividends as it has as of the date of this Agreement.(b) All contractual and other payments made by the Group Companies have been made according tothe terms and conditions of the Contracts among them and no such payments have been subject towithholding taxes under the laws and regulations of the PRC that have not been withheld and havebeen otherwise free and clear of any withholding tax in the PRC that were not otherwise withheld.Section 1.19 Officers, Employees and Labor.(a) Each of the Group Companies has complied in all material respects with all applicable Lawsrelating to the employment of labor, including provisions thereof relating to wages, hours, socialwelfare, equal opportunity and collective bargaining. There is no organized labor dispute or claimpending or threatened, against or affecting any of the Group Companies. There is no organized laborstrike or slowdown pending or threatened, against or affecting any of the Group Companies. None ofthe Group Companies has any Contract with any labor union.
 
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(b) None of the employees of the Group Companies is obligated under any Contract, or subjectto any Governmental Order that would prevent such employees from assigning to a Group Companyinventions conceived or reduced to practice or copyrights for materials developed in connectionwith services rendered to the Group Company. The following do not or will not, as the case may be,conflict with or result in a breach of the terms, conditions or provisions of, or constitute adefault under, any Contract between any Group Company and such employee: (i) the execution,delivery and performance of any of this Agreement and the Ancillary Documents and (ii) the conductof the Business of any Group Company as currently conducted.(c) None of the execution, delivery and performance of any of this Agreement and the AncillaryDocuments will constitute an event under any benefit plan or individual agreement that will or mayresult in any payment (whether of severance pay or otherwise), acceleration, vesting or increase inmaterial benefits with respect to any employee, former employee, consultant, agent or director ofthe Group Companies.(d) Except as required by applicable Laws, none of the Group Companies has any obligation orliability to provide retirement, death, disability or other welfare benefits to any of the presentor past employees of the Group Companies, or to any other person.(e) (i) There is no unfair labor practice complaint pending or threatened against any of theGroup Companies before any competent Governmental Authority; and (ii) there has been no violationof any laws, regulations, rules, orders, decrees, guidelines, judicial interpretations, notices orother legislation of the PRC, or any other jurisdiction applicable to any of the Group Companiesrelating to discrimination in the hiring of employees, social welfare benefits, equal opportunity,collective bargaining, promotion or pay of employees, applicable wage or hour laws, the payment orwithholding of payroll or similar taxes for employees, or any other applicable law or regulationconcerning the employees of the Group Companies.Section 1.20 Loans. None of the Group Companies has, directly or indirectly, (A)extended credit, arranged to extend credit, or renewed any extension of credit, in the form of apersonal loan, to or for any director or executive officer of the Group Companies, or to or for anyfamily member or Affiliate of any director or executive officer of the Group Companies or (B) madeany material modification, including any renewal thereof, to any term of any personal loan to anydirector or executive officer of the Group Companies, or any family member or Affiliate of any suchdirector executive officer, which loan will be outstanding as of the date hereof.Section 1.21 Share Option and Other Plans. None of the Group Companies has anypension, profit sharing, stock option, employee stock purchase, severance or other plan, program,policy, practice or Contract providing for incentives or other compensation which has beenmaintained, contributed to, or required to be contributed to by any Group Company for the benefitof any current or former employees, directors or consultants (aside from any salary or commissionpayable in the ordinary course), or any other employee benefit plan with respect to which any GroupCompany has or may have any liability or obligation. Except for required contributions or benefitaccruals for the current plan year, no material liability has been or is expected to be incurred byany of the Group Companies under or pursuant to any applicable Law relating to benefit plans and noevent, transaction or condition has occurred or exists that is reasonably likely to result in anysuch material liability to any of the Group Companies. The Group Companies have performed in allmaterial respects all obligations required to be performed by them under, are not in default orviolation of, and there is not any default or violation by any other party to each plan, program,policy, practice, and each has been established and maintained in all material respects inaccordance with its terms and in compliance with applicable Laws.
 
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Section 1.22 Intellectual Property.(a) The Group Companies own or have the rights to use all Intellectual Property material tothe Business.(b) None of the Group Companies has taken any action or failed to take any action that couldreasonably be expected to result in the abandonment, cancellation, forfeiture, relinquishment,invalidation or unenforceability of any of the registered Intellectual Property material to theBusiness (including the failure to pay any filing, examination, issuance, post-registration andmaintenance fees, annuities and the like).(c) Each Contract or license pursuant to which (i) any third Person has granted to any GroupCompany a license or rights to any material Intellectual Property or (ii) any Group Company hasgranted to a third Person any license or rights to any material Intellectual Property owned by anyGroup Company, is in full force and effect, and none of the Group Companies is in material defaultunder any of such licenses and no other Person who is a party to any of such licenses is inmaterial default thereunder or has exercised any termination rights with respect thereto (suchcontracts and licenses the “**IP Licenses**”).(d) None of the operations, conduct or products of any Group Company infringes upon or is inviolation of any Intellectual Property of any Person.(e) No Group Company is a party to any pending legal proceedings which involve a claim ofinfringement, unauthorized use, or violation of any intellectual property right by any Personagainst such Group Company or challenging the ownership, use, validity or enforceability of, anymaterial Intellectual Property owned by or exclusively licensed to such Group Company, and no GroupCompany has received any notice or claim challenging a Group Company ownership of any of theIntellectual Property owned (in whole or in part). No Intellectual Property owned by or licensed tothe Group Companies is subject to any outstanding order, judgment or decree restricting the use orlicensing thereof by the Group Companies.(f) To the best of the knowledge of the Seller and the Warrantors, no Person is infringing,violating, misusing or misappropriating any Intellectual Property owned by any Group Company,except for such infringement, violation, misuse or misappropriation as would not reasonably beexpected to have a Material Adverse Effect on the Group Companies, and no written claims to sucheffect have been made against any Person by any Group Company.(g) The consummation of the transactions contemplated hereby and by the Ancillary Documentswill not result in the loss or impairment of any Group Company’s right to own or use any of thematerial Intellectual Property owned by any Group Company.
 
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Section 1.23 Contracts.(a) Except as contemplated by The Ancillary Documents, none of the Group Companies is bound by(i) any Contract that contains restrictions with respect to payment of dividends or any otherdistribution in respect of its capital stock, partnership interests or membership interests; (ii)any Contract requiring the applicable Group Company to make future capital contributions to anyentity; (iii) any Contract relating to Indebtedness of the applicable Group Company in excess ofRMB150,000 other than as set forth in the Disclosure Schedule; (iv) any loan or advance by a GroupCompany to, or investment by a Group Company in, any Related Party; (v) any loan or advance in anamount in excess of RMB150,000 (either individually or in the aggregate) to, or investment by aGroup Company in, any Person other than a Related Party; (vi) any management, service, consultingor any other similar type of Contract requiring payment of fees in excess of RMB150,000 per annum;(vii) any material warranty, guaranty or similar undertaking with respect to contractualperformance extended by any Group Company other than in the ordinary course of business; (viii) anyIP License that is material to the business of any Group Company; (ix) any Contract involvingpayment in excess of RMB150,000 per annum that cannot be terminated by a Group Company that is aparty to such Contract without material liability upon less than ninety (90) days’ notice; (x) anyContract that governs any joint venture, partnership or other cooperative arrangement or any otherrelationship involving a sharing of profits; (xi) any Contract that would result in the merger withor into or consolidation into another Person; (xii) any Contract for the sale of any of the assetsof any Group Company with a sale price in excess of RMB150,000; (xiii) any material Contract thatrequires a consent to or otherwise contains a provision relating to a “change in control”, or anyContract that would prohibit or delay the consummation of the transactions contemplated by thisAgreement or the Ancillary Documents or that would trigger, give rise to, accelerate or augment anyliabilities or terminate or modify any rights of any Group Company as a result of the consummationof the transactions contemplated hereby and thereby; (xiv) any Contract that restricts the GroupCompanies from engaging in any line of business in any geographic area or competing with any Personthat materially impairs the operation of the Group Companies, individually or taken as whole; or(xvi) any material amendment, modification or supplement in respect of any of the foregoing madeother than in the ordinary course of business consistent with past practice (each of (i) to (xvi)above, a “**Material Contract**”).(b) Other than Material Contracts that have terminated or expired in accordance with theirterms, each Material Contract is a valid and binding agreement of the relevant Group Company andeach of the other parties thereto, enforceable against the Group Company in accordance with itsterms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,moratorium and other similar Laws relating to or affecting creditors’ rights generally, and generalequitable principles (whether considered in a proceeding in equity or at Law). None of the GroupCompanies is in breach of, or default under, any Material Contract to which it is a party, exceptfor such breaches or defaults that would not have a Material Adverse Effect on the Group Companies.Section 1.24 Certain Transactions. None of the Group Companies is indebted, eitherdirectly or indirectly, to any Related Party other than for payment of salary for services renderedand reasonable expenses, (ii) no Related Party is indebted to any of the Group Companies or has anydirect or indirect ownership interest (other than as a result of any ownership interest held in theCompany) in any of the Group Companies, (iii) no Related Party has any direct or indirect ownershipinterest (other than an equity interest of 5% or less in a publicly traded company), or contractualrelationship, with any Person with which any of the Group Companies has a material businessrelationship or any Person which, directly or indirectly, competes with any of the Group Companies,and (iv) no Related Party is, directly or indirectly, a party to any material Contract with anyGroup Company.
 
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Section 1.25 Compliance with Laws.(a) Except as set forth in the Disclosure Schedule, none of the Group Companies has receivedany written notice or other communication from any Governmental Authority regarding (A) any actual,alleged, or potential violation of, or failure to comply with, any applicable Law, or (B) anyactual, alleged, or potential obligation on the part of any Group Company to undertake, or to bearall or any portion of the cost of, any remedial action of any nature.(b) None of the Group Companies or any director, officer, agent, employee, or any other Personassociated with or acting for or on behalf of the foregoing, has offered, paid, promised to pay, orauthorized the payment of any money or corporate fraud, or offered, given a promise to give, orauthorized the giving of anything of value, to any Government Official, to any political party orofficial thereof or to any candidate for political office (or to any Person where such GroupCompany, director, officer, agent, employee or other Person knew that all or a portion of suchmoney or thing of value would be offered, given or promised, directly or indirectly, to anyGovernment Official, political party, party official, or candidate for political office) for anyunlawful contribution, gift, entertainment or other unlawful expenses relating to a politicalactivity, or for the purpose of:(i) (x) influencing any act or decision of such Government Official, political party,party official, or candidate in his or its official capacity, (y) inducing such GovernmentOfficial, political party, party official or candidate to do or omit to do any act inviolation of the lawful duty of such Government Official, political party, party official orcandidate, or (z) securing any improper advantage, or (ii) inducing such GovernmentOfficial, political party, party official, or candidate to use his, hers or its influencewith any Governmental Authority to affect or influence any act or decision of suchGovernmental Authority, in order to assist such Group Company in obtaining or retainingbusiness for or with, or directing business to any Group Company.(c) Neither the Seller nor the Warrantors, nor any other beneficial owner of any interest inany Group Company, is controlled by a Governmental Authority.Section 1.26 Environmental Matters.(a) Each of the Group Companies is in compliance with all applicable Environmental Laws.(b) None of the Group Companies has received any Environmental Claim or notice of anythreatened Environmental Claim.(c) None of the Group Companies has entered into, has agreed to, or is subject to, any decreeor order or other similar requirement of any Governmental Authority under any Environmental Laws.
 
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(d) None of the Group Companies has released Hazardous Materials into the environment inviolation of Environmental Laws or in a manner that would reasonably be expected to result inmaterial liability under Environmental Laws, and to the knowledge of the Seller, no other Personhas released Hazardous Materials into the environment at any property currently owned or operatedby any of the Group Companies in violation of Environmental Laws or in a manner that wouldreasonably be expected to result in material liability to any of the Group Companies underEnvironmental Laws.Section 1.27 Insurance.The Disclosure Schedule sets forth a list of the insurance policies of each of the GroupCompanies as of the date hereof. All such insurance policies are in full force and effect. Thereare no material claims by the Group Companies under any such insurance policy as to which anyinsurance policy is denying liability or defending under a reservation of rights clause.Section 1.28 Personal Property Assets.(a) Each of the Group Companies has good title to, or holds by valid and existing lease orlicense, all the material tangible personal property assets reflected as assets of the GroupCompanies on or assets acquired after the Balance Sheet Date, free and clear of all Encumbrancesexcept for Permitted Encumbrances.(b) The Group Companies own, or have valid leasehold interests in, all material tangiblepersonal property assets necessary for the conduct of the Business as currently conducted and allsuch assets are in reasonably good maintenance, operating condition and repair, normal wear andtear excepted, other than machinery and equipment under repair or out of service in the ordinarycourse of business.Section 1.29 Real Property.(a) Leased Properties. The Disclosure Schedule lists all real property leased or subleased byany of the Group Companies as office space. With respect to each such lease and sublease:(i) such lease or sublease is in full force and effect, in all material respects; and(ii) (A) No Group Company is, and to the knowledge of the Seller, no other party to thelease or sublease is, in material default beyond any applicable notice, grace or cure periodand (B) none of the Group Companies has received a written notice of default with respect tosuch lease or sublease.(b) Land Use Rights. The Disclosure Schedule contains a true, correct and complete list of thestreet address and area of each parcel of real property in which any of the Group Companies holdsland use rights (the “**Land Use Rights**”). With respect to each such parcel of real property:(i) a Group Company holds good and valid title to such Land Use Rights free and clearof all Encumbrances, except for Permitted Encumbrances and such other Encumbrances set forthin the Disclosure Schedule;
 
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(ii) a Group Company has paid in full any and all of the land grant premium requiredunder applicable Laws in connection with securing such Land Use Rights; and(iii) none of the land with respect to which the Land Use Rights relate constitutes“arable land” (as defined under PRC laws) that has been converted to other uses.Section 1.30 No State Assets. None of the assets of the Group Companies constituteassets owned by a Governmental Authority and, accordingly, are not required to undergo any form ofvaluation under applicable Law in the PRC governing the transfer of assets owned by a GovernmentalAuthority prior to the consummation of the transactions contemplated herein or in any of theAncillary Documents to which the Company is a party.Section 1.31 Brokers. No finder, broker, agent, financial advisor or otherintermediary has acted on behalf of the Group Companies or any of their respective Affiliates inconnection with the negotiation or consummation of this Agreement or the Ancillary Documents, orany of the transactions contemplated hereby or thereby.Section 1.32 Investment. The Seller confirms that any Noah Education Ordinary Sharesto be received by the Seller will be acquired for investment for the account of the Seller, not asa nominee or agent, and not with a view to the sale or distribution of any part thereof, and thatthe Seller has no present intention of selling, granting any participation in, or otherwisedistributing any of the Noah Education Ordinary Shares. By executing this Agreement, the Sellerfurther represents that it has no Contract, undertaking, agreement, or arrangement with any Personto sell, transfer, or warrant participation to that Person or to any third Person, with respect toany of the Noah Education Ordinary Shares.Section 1.33 Accredited Investor; Foreign Investor. The Seller is not involved in aplan or scheme designed to evade the registration provisions of the Securities Act and is notpresently, and will not be as of the Closing Date, a “U.S. person” within the meaning of RegulationS of the rules and regulations promulgated under the Securities Act.**REPRESENTATIONS AND WARRANTIES OF THE WARRANTORS**Each of the Warrantors, jointly and severally, represents and warrants to the Buyer as of thedate hereof and as of the Closing Date, on the terms of Sections 3.3 through 3.25 hereunder and asfollows:Section 1.34 Capacity. Each Warrantor has the requisite capacity to execute anddeliver this Agreement and perform his or her obligations hereunder.Section 1.35 Authorization, Enforceability. Each of this Agreement and the AncillaryDocuments to which each Warrantor is a party has been or will, by the Closing Date, be dulyexecuted and delivered by such Warrantor, as applicable, and, assuming due authorization, executionand delivery by the other party/parties thereto, constitutes a valid and binding agreement of suchWarrantor, enforceable against him or her in accordance with its terms, subject to the effects ofbankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar lawsrelating to or affecting creditors’ rights generally and general equitable principles (whetherconsidered in a proceeding in equity or at law).
 
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Section 1.36 No Approvals or Conflicts. The execution, delivery and performance byeach Warrantor of this Agreement and the Ancillary Documents to which each Warrantor is a party,and the consummation of the transactions contemplated hereby and thereby do not and will not (i)violate, conflict with or result in a breach of the organizational documents of any Group Company,(ii) violate, conflict with or result in a breach of, or constitute a default by any Group Company(or create an event which, with notice or lapse of time or both, would constitute a default) orgive rise to any right of termination, cancellation or acceleration under, or result in thecreation of any Encumbrance upon any of the properties of the Group Company under, any note, bond,mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or otherinstrument to which the Group Company or any of its properties is bound or (iii) violate or resultin a breach of any Governmental Order or Law applicable to the Group Company or any of theirrespective properties. Except as set forth on in the Disclosure Schedule, no GovernmentalAuthorizations are required for the execution, delivery and performance by each Warrantor of thisAgreement or the Ancillary Documents or the consummation of the transactions hereby or thereby.**REPRESENTATIONS AND WARRANTIES OF BUYER**The Buyer hereby represents and warrants to the Seller as of the date hereof and as of theClosing Date (except as otherwise provided) as though made as of the Closing Date as follows:Section 1.37 Organization. The Buyer is a corporation duly incorporated and validlyexisting under the laws of the Cayman Islands. The Buyer has all requisite corporate power andauthority to own its assets and to carry on its business as now being conducted by it.Section 1.38 Authorization, Enforceability. The Buyer has the corporate power andauthority to execute and deliver this Agreement and perform its obligations hereunder. Theexecution and delivery of this Agreement by the Buyer and the performance by it of its obligationshereunder have been duly authorized by all necessary corporate action on the part of the Buyer andno other corporate or stockholder proceedings or actions are required to consummate thetransactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyerand, assuming due authorization, execution and delivery by the other parties thereto, constitutes avalid and binding agreement of the Buyer, enforceable against it in accordance with its terms,subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumand other similar Laws relating to or affecting creditors’ rights generally and general equitableprinciples (whether considered in a proceeding in equity or at law).Section 1.39 No Approvals or Conflicts. The execution, delivery and performance by the Buyer of this Agreement and the consummationby the Buyer of the transactions contemplated hereby do not and will not (i) violate, conflict withor result in a breach by the Buyer of the certificate of incorporation or memorandum and articlesof association of the Buyer, (ii) violate, conflict with or result in a breach of, or constitute adefault by the Buyer (or create an event which, with notice or lapse of time or both, wouldconstitute a default) or give rise to any right of termination, cancellation or acceleration under,or result in the creation of any Encumbrance upon any of the properties of the Buyer under, anynote, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract,agreement or other instrument to which the Buyer or any of its properties may be bound, (iii)violate or result in a breach of any Governmental Order or Law applicable to the Buyer or any ofits properties or (iv) require any order, consent, approval or authorization of, or notice to, ordeclaration, filing, application, qualification or registration with, any Governmental Authority,except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not reasonablybe expected to have a Material Adverse Effect on the Buyer, or as would not, individually or in theaggregate, reasonably be expected to have a material adverse effect on the ability of the Buyer toconsummate the transactions contemplated by this Agreement or the Ancillary Documents to which itis a party.
 
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Section 1.40 Litigation. Except as disclosed in the Buyers annual report on Form 20-Ffiled with the U.S. Securities and Exchange Commission on November 17, 2008, there are no suits,actions, arbitrations, proceedings or investigations pending or, to the knowledge of the Buyer,threatened against the Buyer.Section 1.41 Validity of Share Consideration. The Noah Education Ordinary Sharesissuable as the Share Consideration will be duly authorized for issuance prior to the Closing and,when issued and delivered in accordance with the provisions of this Agreement, will be validlyissued and fully paid and nonassessable and free from any Encumbrance; and the issuance of suchNoah Education Ordinary Shares will not be subject to preemptive or other similar rights and suchdelivery will convey to the Seller good and valid title to such Noah Education Ordinary Shares,free and clear of any and all Encumbrances (other than in connection with applicable securitieslaws).Section 1.42 SEC Filings. The Buyer has timely filed or furnished all documentsrequired to be filed or furnished by it with the U.S. Securities and Exchange Commission (the“**SEC**”) since October 18, 2007 (the “**the Buyer SEC Documents**”). As of their respective dates, theBuyer SEC Documents complied in all material respects with the requirements of the Securities Actor the Exchange Act, as the case may be, and the rules and regulations thereunder, and none of theBuyer SEC Documents contained any untrue statement of a material fact or omitted to state anymaterial fact required to be stated therein or necessary to make the statements therein, in lightof the circumstances under which they were made, not misleading. The consolidated financialstatements of the Buyer included in the Buyer SEC Documents (a) have been prepared from the booksand records of the Buyer and its subsidiaries, (b) complied as to form in all material respectswith the applicable accounting requirements andthe published rules and regulations of the SEC with respect thereto, have been, and will be,prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (exceptas may be indicated therein or in the notes thereto) and (c) present fairly in all materialrespects the consolidated financial position, results of operations and cash flows of the Buyer andits consolidated subsidiaries as of the dates or for the periods indicated therein, subject, in thecase of the unaudited financial statements, to normal year-end audit adjustments (which are not, inthe aggregate, material to the Buyer) and the absence of footnote disclosure.Section 1.43 No Other Representations or Warranties. Except for the representationsand warranties contained in this Article IV, the Buyer makes no other express or impliedrepresentation or warranty to the Seller.
 
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**COVENANTS AND AGREEMENTS**Section 1.44 Conduct of Business Prior to the Closing.(a) From and after the date of this Agreement and until the Closing Date, each of the Sellerand the Warrantors shall, and shall cause the Group Companies to (i) conduct the Business in theordinary course of business consistent with commercially reasonable practice, (ii) not enter into anew line of business and (iii) use commercially reasonable efforts to maintain currentrelationships with suppliers, customers and others having material business relationships with theGroup Companies. Except as contemplated by this Agreement, the Seller and the Warrantors shall not,and each of them shall cause the Group Companies not to do any of the following from and after thedate of this Agreement and until the Closing Date without the prior written consent of the Buyer:(i) except for purchases and sales by a Group Company to or from another Group Company,purchase, sell or issue any of their capital stock or other equity interests or grant ormake any option, subscription, warrant, call, commitment or agreement of any character inrespect of their capital stock or other equity interests;(ii) issue or pay any dividends (other than dividends issued or paid on or before May30, 2009);(iii) conduct any split, recombination or reclassification or issuance of capitalstock;(iv) other than in the ordinary course of business consistent with past practice, sellor otherwise dispose of assets with value in the aggregate in excess of RMB150,000;(v) acquire assets having an aggregate value exceeding RMB150,000 in aggregate,excluding (A) capital expenditures permitted by clause (viii) below, and (B) acquisitions inthe ordinary course of business;(vi) merge or consolidate with any Person;(vii) and other than in the ordinary course of business, make capital expenditures inexcess of RMB150,000 in aggregate;(viii) make any loans or advances, or incur, assume or guarantee any Indebtedness, inexcess of RMB150,000 in aggregate, other than in each case in the ordinary course ofbusiness;(ix) incur any Encumbrance of material assets, other than Permitted Encumbrances;(x) increase the compensation of employees of the Group Companies other than (A) in theordinary course of business or (B) as required by any agreement in effect as of the datehereof or as required by Law;(xi) make any material change in the accounting methods or practices followed by any ofthe Group Companies (other than with respect to provisioning for doubtful accounts and suchchanges as are required by Law or PRC GAAP);
 
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(xii) other than as required pursuant to PRC Law, change any method of Tax accounting,make or change any Tax election, file any amended Tax Return, settle or compromise anymaterial Tax liability, agree to an extension or waiver of the statute of limitations withrespect to the assessment or determination of Taxes, enter into any closing agreement withrespect to any Tax or surrender any right to claim a Tax refund;(xiii) other than in the ordinary course of business, enter into any Contract thatwould be a Material Contract;(xiv) enter into any partnership, limited liability company or joint venture agreementother than in the ordinary course of business;(xv) other than in the ordinary course of business, terminate or make any materialamendment to a Material Contract;(xvi) grant any waiver or release under any confidentiality or similar agreement;(xvii) other than (A) in the ordinary course of business, or (B) as required by Law,enter into, adopt or amend any employment agreement or employee benefit plan with or for thebenefit of any of its employees, or terminate any employment relationships with Key CompanyEmployees or, as would have a Material Adverse Effect on the Group Company or the conduct ofthe Business of the Group Company, terminate employment relationships of any other employeesor number of employees of the Group Companies;(xviii) purchase, cancel or terminate any insurance policy naming any of the GroupCompanies as a beneficiary or a loss payee other than in the ordinary course of business;(xix) amend any of its organizational documents; or(xx) agree or commit to do any of the foregoing.Section 1.45 Filings and Consents. The Seller and the Buyer shall use all bestefforts to do all things necessary, proper and desirable to obtain and to cooperate in obtainingany consent, approval, authorization or order of, and in making any registration or filing with,any Governmental Authority or other Person required in connection with the execution, delivery orperformance of this Agreement, including any applicable filings pursuant to (i) any antitrustregulation, and (ii) any other applicable filings or consents. The Seller and the Buyer shall payall filing fees required to be paid in connection with their respective filings to be made undereach such law or regulation.
 
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Section 1.46 Third Party Consents. The Seller and the Warrantors shall, and shallcause the Group Companies to, use commercially reasonable best efforts to obtain all consents ofany parties to any Material Contract as are required thereunder in connection with the transactionscontemplated by this Agreement and the Ancillary Documents or for any such Material Contracts toremain in full force and effect immediately following the Closing, all of which are set forth inthe Disclosure Schedule. In the event that the other parties to any such Material Contractconditions its grant of a consent, waiver or approval (including by threatening to exercise a“recapture” or other termination right) upon the payment of a consent fee, “profit sharing” paymentor other consideration, including increased rent payments or other payments under the MaterialContract, the Company shall be responsible for making all payments required to obtain such consent,waiver or approval.Section 1.47 Tax Matters; Cooperation; Preparation of Returns; Tax Elections.(a) The Seller shall (i) consult with the Buyer as is reasonably necessary for the filing ofall Tax Returns and the making of any election related to Taxes for the periods prior to theClosing and (ii) furnish or cause to be furnished to the Buyer, upon request, as promptly aspracticable, such information and assistance relating to any of the Group Companies (includingaccess to books and records, employees, contractors and representatives) as is reasonably necessaryfor the periods prior to the Closing for the preparation for any audit by any Taxing Authority, andthe prosecution or defense of any claim, suit or proceeding relating to any Tax Return for theperiods prior to the Closing. The Seller shall, and shall cause the Group Companies to, retain allbooks and records with respect to Taxes pertaining to the Group Companies until the expiration ofall relevant statutes of limitations (and, to the extent notified by the Buyer, any extensionsthereof). At the end of such period, the Seller shall provide the Buyer with at least sixty (60)days prior written notice before destroying any such books and records, during which period theparty receiving such notice can elect to take possession, at its own expense, of such books andrecords.(b) The Seller shall cause to be prepared all Tax Returns in respect of any of the GroupCompanies for any taxable year ending on or before the Closing Date. The Seller shall cause theGroup Companies to timely pay to the relevant Taxing Authority all Taxes due in connection with anysuch Tax Returns.(c) The Seller, shall, or shall cause relevant equity holders of the Group Companies to, payall transfer, documentary, sales, use, registration and other such Taxes (including all applicablereal estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains)and related fees (including any penalties, interest and additions to Tax) incurred in connectionwith the transfer of the Shares by the Seller to the Buyer and the transfer of all equity interestsin the Group Companies held by their equity holders to the Seller (or Persons designated by theBuyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactionscontemplated hereby and thereby.
 
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Section 1.48 Employees; Benefit Plans. Nothing herein expressed or implied shallconfer upon any of the employees of the Seller, the Buyer, the Group Companies, or any of theirAffiliates, any additional rights or remedies, including any additional right to employment, orcontinued employment for any specified period, of any nature or kind whatsoever under or by reasonof this Agreement or the Ancillary Documents.Section 1.49 Related Party Accounts. Prior to the Closing Date, the Seller shall, andshall cause the Group Companies to extinguish, on terms and conditions to the Buyer’s satisfaction,all Related Party Accounts, so that there will be no Related Party Accounts outstanding upon theClosing. The Seller shall provide to the Buyer, at least five (5) days prior to the Closing Date,a schedule listing all remaining Related Party Accounts. As used herein, “**Related Party Accounts**”means with respect to each Group Company, all indebtedness, liability or payables owing by suchGroup Company to any of its Related Parties.Section 1.50 Non-Violation. Prior to the Closing Date, the Seller and the Warrantorsshall not, and each of them shall cause any Group Company not to, without the prior written consentof the Buyer, knowingly take any action that would result in any of the representations, warrantiesor covenants contained in this Agreement and in the Ancillary Documents becoming untrue orincapable of performance, as applicable. The Seller and the Warrantors shall promptly advise theBuyer of any action or event of which any of them becomes aware that has the effect of renderingany such covenants incapable of performance.Section 1.51 Confidentiality. Each party hereto shall keep confidential, and shallcause its officers, directors, employees, counsel, investment bankers, consultants and otherrepresentatives to keep confidential, the terms and conditions of this Agreement and of anyAncillary Document(collectively, the “**Confidential Information**”), and shall use, and shall cause its officers,directors, employees, counsel, investment bankers, consultants and other representatives to use,the Confidential Information, except as the parties hereto mutually agree in writing otherwise,only in connection with the evaluation of the transactions contemplated by this Agreement and theAncillary Documents provided that any party may disclose Confidential Information (i) to itsofficers, directors, employees, counsel, investment bankers, consultants and other representativeswho need to know such information for the purpose of the performance of its obligations inconnection herewith and with the Ancillary Documents (it being understood that such party willcause each Person to whom it has disclosed such Confidential Information to treat such informationin a confidential manner), (ii) in the event that such party or its officers, directors, employees,counsel, investment bankers, consultants and other representatives or affiliates are required todisclose such information in connection with any judicial or administrative proceeding subject tosuch party provide each other party hereto in advance of such disclosure notice of suchrequirements, (iii) to the extent advised by competent legal advisors that such disclosure isrequired by applicable Law and so long as, where such disclosure is to a Governmental Authority,such party shall use all reasonable efforts to obtain confidential treatment of the ConfidentialInformation so disclosed, and (iv) to the extent required by the rules of the SEC and any stockexchange.Section 1.52 No Transfer by the Seller. From the date of this Agreement through theClosing Date, the Seller shall not transfer or grant or permit or allow the creation of andEncumbrance, directly or indirectly, any interest in the Company or the entity through which itholds its interest in the Company without the prior written approval of the Buyer.
 
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Section 1.53 Leisen Transfer; Education Technology; Spin-Off. The Seller shall (i)cause all holders of outstanding equity interests in Leisen to transfer, prior to the Closing,their respective equity interests in such entity to a Person designated by the Buyer (the “**LeisenTransfer**”) pursuant to Leisen Share Purchase Agreement in the form attached hereto as Exhibit B,(ii) cause all holders of outstanding equity interests in Education Technology to transfer, priorto the Closing, their respective equity interests in such entity to Du Tianming, Du Liangdong andXingchen Management or a third party (the “**Education Technology Transfer**”) and (iii) transfer andotherwise dispose of certain assets by the Seller and the Buyer and the associated liabilities(“**Spin-off**”), each on the terms of the applicable Ancillary Documents.Section 1.54 Other Restructuring. The Seller shall cause the Group Companies tocomplete the restructuring of the Group Companies set forth in the Restructuring Memorandum, eachaccording to the terms of the applicable Ancillary Documents.Section 1.55 Non-competition.(a) After the Closing Date, each of the Seller and the Warrantors shall not:(i) directly or indirectly, engage or invest in, own, manage, operate, finance,control, or participate in the ownership, management, operation or control of, be employedby, associated with, or in any manner connected with, or render services or advice to, anybusiness whose products or activities compete in whole or in part with the products oractivities of the Group Companies within the PRC; provided, however, that Seller and theWarrantors may purchase or otherwise acquire up to (but not more than) one percent of anyclass of securities of any enterprise (but without otherwise participating in the activitiesof such enterprise) if such securities are listed on any national or regional securitiesexchange. Each of the Seller and the Warrantors agrees that this covenant is reasonable withrespect to its duration, geographical area, and scope;(ii) directly or indirectly, either for itself, himself or any other Person, (A) induceor attempt to induce any employee of a Group Company to leave the employ of such GroupCompany, (B) in any way interfere with the relationship between a Group Company and any ofits employees, (C) employ, or otherwise engage as an employee, independent contractor, orotherwise, any employee of a Group Company, or (D) induce or attempt to induce any customer,supplier, licensee, or business relation of a Group Company to cease doing business withsuch Group Company, or in any way interfere with the relationship between any customer,supplier, licensee, or business relation of a Group Company; and(iii) directly or indirectly, either for itself, himself or any other Person, solicitthe business of any Person known to it or him to be a customer of a Group Company, whetheror not it or he had personal contact with such Person, with respect to products oractivities that compete in whole or in part with the products or activities of the GroupCompanies.(b) In the event of a breach by the Seller or any Warrantor of any covenant set forth inSection 1.55(a), the term of such covenant in respect of the person in breach will be extended bythe period of the duration of such breach.
 
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Section 1.56 Further Actions. Each of the parties hereto shall use commerciallyreasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be doneall things necessary under applicable Law, and execute and deliver such documents and other papers,as may be required to consummate the transactions contemplated by this Agreement and by theAncillary Documents.Section 1.57 Delivery of June 30 Balance Sheet. The Seller shall deliver to theBuyer, prior to the Closing Date, a balance sheet of Cartoon Digital, and a certificate signed bythe Seller that such balance sheets (i) are true, correct and complete in all material respects andhave been prepared in accordance with the books and records of Cartoon Digital and itssubsidiaries, as applicable, (ii) have been prepared in accordance with PRC GAAP applied on aconsistent basis throughout the periodsindicated therein, and (iii) fairly present, in all material respects, the assets, liabilitiesand shareholders’ equities of Cartoon Digital and its subsidiaries, as of the period to which theyrelate.Section 1.58 Cartoon Digital Acquisition. The parties agree that the Buyer shallprovide the Company a loan pursuant to the terms and conditions of a loan agreement and relatedsecurity documents to be mutually agreed between the parties (the “**Acquisition Loan Documents**”) forthe sole purpose to finance, prior to the Closing, in whole or in part, the price payable by theCompany to Du Tianming, Du Liangdong and Xingchen Management of the entire equity interest inCartoon Digital pursuant to the Cartoon Digital Acquisition Agreement in the form attached heretoas Exhibit C.Section 1.59 Lock-up of Share Consideration. During the periods specified below, theSeller will not, without the prior written consent of the Buyer, directly or indirectly, offer,sell, contract to sell, pledge, lend, sell any option or contract to purchase, purchase any optionor contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, orenter into any swap or other transaction which is designed to, or might reasonably be expected to,result in the disposition (whether by actual disposition or effective economic disposition due tocash settlement or otherwise) any Noah Education Ordinary Shares issued to the Seller as ShareConsideration:(a) during the period from the Closing Date to but not including the second anniversary of theClosing Date, the restrictions will apply to all of the Noah Education Ordinary Shares;(b) during the period from the second anniversary to the but not including the thirdanniversary of the Closing Date, the restrictions will apply to number representing two-thirds ofthe Noah Education Ordinary Shares;(c) during the period from the third anniversary to the but not including the fourthanniversary of the Closing Date, the restrictions will apply to number representing one-third ofthe Noah Education Ordinary Shares; and(d) after the fourth anniversary of the Closing Date, the restrictions will cease to apply toall of the Noah Education Ordinary Shares.
 
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**CONDITIONS TO THE OBLIGATIONS OF SELLER**The obligation of the Seller to effect the Closing under this Agreement as specified below issubject to the satisfaction, at or prior to the Closing Date, of each of the following conditions,unless validly waived in writing by the Seller.Section 1.60 Representations and Warranties. The representations and warranties madeby the Buyer in this Agreement, disregarding all qualifications and exceptions as to materialityand Material Adverse Effect on the Buyer, shall be true and correct as of the Closing Date asthough such representations and warranties were made at such date (except that any representationsand warranties that are made as of a specified date shall be true and correct as of such specifieddate), with only such exceptions as would not in the aggregate reasonably be expected to have aMaterial Adverse Effect on the Buyer.Section 1.61 Performance. The Buyer shall have performed and complied in all materialrespects with all agreements and obligations required by this Agreement and the Ancillary Documentsto be so performed or complied with by it prior to the Closing Date.Section 1.62 No Material Adverse Change. Since the date of this Agreement, thereshall not have been any Material Adverse Change in respect of the Buyer that is continuing as ofthe Closing Date.Section 1.63 Officer’s Certificate. The Buyer shall have delivered to the Seller acertificate, dated as of the Closing Date and executed by an executive officer of the Buyer,certifying to the fulfillment of the conditions specified in Section 1.60 through Section 1.62hereof.**CONDITIONS TO BUYER’S OBLIGATIONS**The obligation of the Buyer to effect the Closing under this Agreement as specified below issubject to the satisfaction, at or prior to the Closing Date, as applicable, of each of thefollowing conditions, unless waived in writing by the Buyer.Section 1.64 Representations and Warranties. The representations and warranties madeby the Seller and the Warrantors in this Agreement, disregarding all qualifications and exceptionsas to materiality and Material Adverse Effect, shall be true and correct as of the Closing Date asthough such representations and warranties were made at such date (except that any representationsand warranties that are made as of a specified date shall be true and correct as of such specifieddate), with only such exceptions as would not in the aggregate reasonably be expected to have aMaterial Adverse Effect on the Group Companies or the Seller.Section 1.65 Performance.(a) Performance. The Seller and the Warrantors shall have performed and complied in allmaterial respects with all agreements and obligations required by this Agreement and the AncillaryDocuments to be performed or complied with by them prior to the Closing Date. No event of defaultor incipient default or breach under the Acquisition Loan Documents or any other Ancillary Documenthas occurred and is continuing or will result from the transactions contemplated in this Agreement.
 
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(b) Proceedings and Documents. All corporate and other proceedings that are required to beperformed in connection with the transactions contemplated by this Agreement and the AncillaryDocuments at the Closing shall have been performed. The Buyer shall have received a copy of theboard resolutions and shareholders resolutions of the Seller approving the transactionscontemplated hereunder.(c) No Material Adverse Change. Since the Balance Sheet Date there shall not have been anyMaterial Adverse Change in respect of the Group Companies that is continuing as of the ClosingDate.Section 1.66 Liabilities. The Seller will have taken such action, or have caused theGroup Companies to have taken such action, such that none of the Group Companies has anyoutstanding liabilities, other than (i) the Bank Obligations, (ii) Indebtedness pursuant to theAcquisition Loan Documents, (iii) current liabilities that represent the unpaid balance of purchaseprice for assets on the June 30 Balance Sheet, and (iv) advances from suppliers or franchisees tothe extent of the amount representing services to be performed after June 30, 2009.Section 1.67 Officer’s Certificate. The Seller shall have delivered to the Buyer acertificate, dated as of the Closing Date and executed by a director of the Seller, certifying tothe fulfillment of the conditions specified in Section 1.64 through Section 1.66 hereof to the extentsuch conditions relate to the Company.Section 1.68 Employment Agreements. As of the Closing Date, (a) Du Tianming shallhave entered into an Employment Agreement with the Buyer substantially in the form of Exhibit Aattached hereto, and (b) each Key Company Employee shall have entered into a Key Company EmployeeAgreements with Cartoon Digital, and each such agreement shall be in full force and effect.Section 1.69 Opinions of Counsel. The Buyer shall have received from PRC counsel to the Seller and the Group Companieswritten opinions dated and delivered as of the Closing Date in form and substance satisfactory tothe Buyer.Section 1.70 Cartoon Digital Acquisition. The Company shall have consummated theCartoon Digital Acquisition pursuant to the Cartoon Digital Acquisition Agreement.Section 1.71 Leisen Transfer. The Seller and the Group Companies shall haveconsummated Leisen Transfer pursuant to the Leisen Share Purchase Agreement.Section 1.72 Education Technology Transfer. The Seller and the Group Companies shallhave consummated the Education Technology Transfer.Section 1.73 Spin-Off. The Seller and the Group Companies shall have consummated thespin-off referred to in Section 1.53.Section 1.74 Restructuring. The Seller and the Group Companies shall have consummatedthe restructuring referred to in Section 1.54.
 
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Section 1.75 Injunctions. At the Closing Date, there shall not be in effect any Law or Governmental Order directingthat the transactions provided for herein not be consummated as provided herein or which has theeffect of rendering it impossible to consummate such transactions.Section 1.76 Financial Statements. The Seller shall have delivered to the Buyer the June 30 Balance Sheet and the Buyer shallhave become satisfied that the June 30 Balance Sheet accurately reflects the assets and liabilitiesof the Company and Cartoon Digital as of such date.Section 1.77 Related Party Accounts. The Seller shall have delivered to the Buyer documents in form and substance satisfactoryto the Buyer that all Related Party Accounts referred to in Section 1.49 have been discharged.**TERMINATION**Section 1.78 Termination.This Agreement may be terminated at any time prior to the Closing Date:(a) by the mutual written consent of the Seller and the Buyer;(b) by either the Seller or the Buyer, if any Governmental Authority of competent jurisdictionshall have issued an order, decree or ruling or taken any other action restraining, enjoining orotherwise prohibiting the transactions contemplated hereby and such order, decree or ruling orother action shall have become final and nonappealable;(c) by the Buyer, if any of the Seller, the Warrantors or Group Companies breaches or fails toperform in any respect any of its representations, warranties or covenants contained in thisAgreement or any Ancillary Document and such breach or failure to perform (A) would give rise tothe failure of a condition set forth in Section 1.64 or Section 1.65, (B) cannot be or has not beencured within 30 days following written notice of such breach or failure to perform and (C) has notbeen waived by the Buyer;(d) by the Seller, if the Buyer breaches or fails to perform in any respect any of itsrepresentations, warranties or covenants contained in this Agreement and such breach or failure toperform (A) would give rise to the failure of a condition set forth in Section 1.60, Section 1.61or Section 1.62, (B) cannot be or has not been cured within 30 days following written notice ofsuch breach or failure to perform and (C) has not been waived by the Seller; or(e) by either the Seller or the Buyer, if the Closing Date shall not have occurred (other thanthrough the failure of any party seeking to terminate this Agreement to comply fully with itsobligations under this Agreement) on or before August 1, 2009 (the “**Long-Stop Date**”), provided thatthe Seller may not terminate this Agreement pursuant to this Section 1.78(e) if it has willfullyand intentionally taken action to cause any of the conditions set forth in Article VII to not besatisfied by the Buyer as of the Long-Stop Date;
 
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(f) by the Buyer, upon the Seller’s failure to effect the purchase and sale as providedherein; provided that each of the conditions set forth in Article VII have been satisfied by theBuyer or waived by the Seller (other than those that are only capable of being satisfied on or asof the Closing Date); or(g) by the Seller, upon the Buyer’s failure to effect the purchase and sale as providedherein; provided that each of the conditions set forth in Article VIII have been satisfied by theSeller or waived by the Buyer (other than those that are only capable of being satisfied on or asof the Closing Date).Section 1.79 Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactionscontemplated hereby pursuant to Section 1.78 hereof, written notice thereof shall forthwith begiven to all other parties. If this Agreement is terminated and the transactions contemplated bythis Agreement are abandoned as provided herein:(a) the Buyer will redeliver or at its option destroy to the Seller all documents, work papersand other material of the Seller relating to the transactions contemplated hereby, whether soobtained before or after the execution hereof (provided that the Buyer may keep a copy of all suchmaterials for evidentiary purposes only);(b) The provisions of Section 1.51 shall continue in full force and effect; and(c) Subject to Section 1.78, Section 1.83(b) and Section 1.83(c), no party to this Agreementwill have any liability under this Agreement to any other except (i) that nothing herein shallrelieve any party from any liability for any willful breach of any of the representations,warranties, covenants and agreements set forth in this Agreement, and (ii) as contemplated byparagraph (b) above.**INDEMNIFICATION**Section 1.80 Indemnification by the Seller and the Warrantors.(a) Subject to the limits set forth in this Article X, from and after the Closing Date, to theextent permitted by law, the Seller and the Warrantors, jointly and severally, shall indemnify,defend and hold the Buyer, its Affiliates (including the Company and its Affiliates) and theirrespective officers, directors, stockholders, employees, agents and representatives harmless fromand in respect of any and all losses, damages, costs, penalties, assessments, fines and expenses(including reasonable fees and expenses of counsel and otherprofessional advisers) (collectively, “**Losses**”), that they actually incur arising out of,relating to or due to (i) any breach of any representation or warranty by the Seller or anyWarrantor contained in Article III or IV this Agreement, (ii) any breach by any the Seller or anyWarrantor of any covenant of the Seller or any Warrantor in this Agreement, (iii) any liability,including contingent liability, not disclosed in the June 30 Balance Sheet first delivered by theSeller, that arose or is attributable to events occurring prior to the Closing.
 
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(b) The representations and warranties contained in Articles III or IV of this Agreement willsurvive the Closing for a period of 18 months after the Closing Date, except that (i) therepresentations and warranties set forth in Section 1.17 and its related representation made by theWarrantors under Article IV will survive the Closing until six months year after the expiration ofthe applicable statute of limitations; and (ii) any claim made with reasonable specificity by theparty seeking to be indemnified will survive until such time as such claim is finally and fullyresolved so long as such claim is brought prior to the expiration of the applicable survival periodset forth in this Section 1.80(b). Each covenant or agreement of the Seller and the Warrantors inthis Agreement shall survive the Closing until six months from the time performance of suchcovenant or agreement is contemplated; provided that any claim made with reasonable specificity bythe party seeking to be indemnified shall survive until such time as such claim is finally andfully resolved so long as such claim is brought prior to the expiration of the applicable survivalperiod set forth in this Section 1.80(b).Section 1.81 Indemnification by the Buyer.(a) Subject to the limits set forth in this Article X, from and after the Closing Date, to theextent permitted by law, the Buyer shall indemnify, defend and hold the Seller harmless from and inrespect of any and all Losses that they may incur arising out of or due to any breach of anyrepresentation, warranty, covenant or other agreement of the Buyer contained in this Agreementprovided that, with respect to all Losses indemnifiable pursuant to this paragraph (a) arising fromthe failure of a representation or warranty herein by the Buyer to be true and correct, the Sellershall not be entitled to recover more than the amount of the Aggregate Consideration payable by theBuyer pursuant to Section 1.5(a) and (b).(b) The representations and warranties of the Buyer contained in this Agreement shall survivethe Closing for a period of nine months after the Closing.Section 1.82 Notice and Opportunity to Defend. If there occurs an event which a party asserts is an indemnifiable event pursuant toSection 1.80 and Section 1.81, the party or parties seeking indemnification pursuant to thisArticle X (the “**Indemnified Party**”) shall notify the other party or parties obligated to provideindemnification pursuant to this Article IX (the “**Indemnifying Party**”) promptly; provided that thefailure to provide such prompt notice will not relieve the Indemnifying Party of its obligationshereunder. In case any such action shall be brought against any Indemnified Party, it shall notifythe Indemnifying Party of the commencement thereof, and the Indemnifying Party shall be entitledand obligated to assume the defense thereof, with counsel selected by the Indemnifying Party, andthe Indemnified Party or Indemnified Parties party shall have the right to participate at its ortheir own expense in the defense of suchaction or asserted liability; provided that, in the event the Indemnifying Party fails toeffectively assume such defense after three (3) months, the Indemnified Party shall be entitled atits discretion to assume such defense, with counsel selected by the Indemnified Party orIndemnified Parties, and the Indemnifying Party shall be liable to the Indemnified Party orIndemnified Parties for the legal expenses of such counsel and any such expenses subsequentlyincurred by such Indemnified Party or Indemnified Parties in connection with the defense thereof.The Indemnifying Party and any such Indemnified Party agree to cooperate fully with each other andtheir respective counsel in connection with the defense, negotiation or settlement of any suchaction or asserted liability. Any party assuming the defense of an action shall not effect anysettlement or compromise (i) without the written consent of the other party (which consent shallnot be unreasonably withheld or delayed).
 
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**MISCELLANEOUS**Section 1.83 Fees and Expenses; Liquidated Damages.(a) Except as otherwise provided in this Agreement, each of the Buyer, on one hand, and theSeller, on the other hand, shall pay all of their respective out-of-pocket fees and expenses inconnection with the preparation and negotiation of this Agreement and the Ancillary Documents andthe consummation of the transactions contemplated hereby and thereby.(b) If this Agreement is terminated by the Buyer pursuant to Section 1.78(f) (other than as aresult of the non-fulfillment of any condition precedent because of the failure to obtain anyrequired Government Authorizations that is not attributable to the default or neglect on the partof the Seller), the Seller shall pay to the Buyer an amount in cash equal to RMB 8.7 million in theform of liquidated damages and not as a penalty (the “**the Buyer’s Liquidated Damages**”). Suchamount shall be paid by the Seller within five (5) Business Days of receipt of written notice fromthe Buyer. The Parties agree that the provisions of this Section 1.83(b) are reasonable andnecessary for the protection of the Buyer, and further agree that the said provisions are notexcessive or unduly onerous upon the Seller. However, it is hereby agreed and declared that if anyof such provisions shall be adjudged to be void as going beyond what is reasonable in all thecircumstances for the protection of the Buyer, but would be valid if part of the wording thereofwere deleted or the amount of the Buyer’s Liquidated Damages reduced or the scope of the provisionsreduced, the said provisions shall apply with such modification or modifications as may benecessary to make them valid and effective.(c) If this Agreement is terminated by the Seller pursuant to Section 1.78(g) (other than as aresult of the non-fulfillment of any condition precedent because of the failure to obtain anyrequired Government Authorizations that is not attributable to the default or neglect on the partof the Buyer), the Buyer shall pay to the Seller an amount in cash equal to RMB 8.7 million in theform of liquidated damages and not as a penalty (the “**the Seller’s Liquidated Damages**”). Suchamount shall be paid by the Buyer within five (5) Business Days of receipt of written notice fromthe Seller. The Parties agree that the provisions of this Section 1.83(c) are reasonable andnecessary for the protection of the Seller, and further agree that the said provisions are notexcessive or unduly onerous upon the Buyer. However, it ishereby agreed and declared that if any of such provisions shall be adjudged to be void asgoing beyond what is reasonable in all the circumstances for the protection of the Seller, butwould be valid if part of the wording thereof were deleted or the amount of the Seller’s LiquidatedDamages reduced or the scope of the provisions reduced, the said provisions shall apply with suchmodification or modifications as may be necessary to make them valid and effective.Section 1.84 Governing Law. This Agreement shall be construed under and governed by the laws of Hong Kong.Section 1.85 Amendment. This Agreement may not be amended, modified or supplemented except upon the execution anddelivery of a written agreement executed by the parties hereto.
 
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Section 1.86 No Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall beassigned by any party hereto without the prior written consent of the Buyer, in the case ofassignment by the Seller, and the Seller, in the case of any assignment by the Buyer, provided thatthe Buyer may assign its rights to acquire and hold the Shares acquired hereunder to an Affiliate.Section 1.87 Waiver. Any of the terms or conditions of this Agreement which may be lawfully waived may be waivedin writing at any time by each party which is entitled to the benefits thereof. Any waiver of anyof the provisions of this Agreement by any party hereto shall be binding only if set forth in aninstrument in writing signed on behalf of such party. No failure to enforce any provision of thisAgreement shall be deemed to or shall constitute a waiver of such provision and no waiver of any ofthe provisions of this Agreement shall be deemed to or shall constitute a waiver of any otherprovision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.Section 1.88 Notices.(a) Any notice, demand, or communication required or permitted to be given by any provision ofthis Agreement shall be deemed to have been sufficiently given or served for all purposes if (i)personally delivered, (ii) sent by a nationally recognized overnight courier service to therecipient at the address below indicated or (iii) delivered by facsimile which is confirmed inwriting by sending a copy of such facsimile to the recipient thereof pursuant to clause (i) or (ii)above:If to the Buyer:     Noah Education Holdings Ltd.  10th Floor B Building  Futian Tian’an Hi-Tech Venture Park  Futian District, Shenzhen  Guangdong Province 518048  People’s Republic of China  Attn: Dora Li, Chief Financial Officer  Tel: +86 755 8343 2800  Fax: +86 755 8204 9670  E-mail: lidm@noahedu.comwith copies to     Latham & Watkins  41/F, One Exchange Square  8 Connaught Place  Central, Hong Kong  Attn: Eugene Lee, Esq.  Tel: +852 2522 7886  Fax: +852 2522 7006  Email: eugene.lee@lw.com
 
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If to the Seller:     Sunshine Nation Limited  c/o Little Star Education Group  5th Floor, Wu Yi Xin Gan Xian  717 Wu Yi Road, Tianxin District  Changsha  Hunan Province 410005  People’s Republic of China  Attn: HUANG MEI  Tel: +86 731 268 2655  Fax: +86 731 268 2660  E-mail: hhm999@163.comIf to the Warrantors:     c/o DU TIANMING  Little Star Education Group  5th Floor, Wu Yi Xin Gan Xian  717 Wu Yi Road, Tianxin District  Changsha  Hunan Province 410005  People’s Republic of China  Tel: +86 731 268 2655  Fax: +86 731 268 2660  E-mail:donnydong@sina.com.cnor to such other address as any party hereto may, from time to time, designate in a written noticegiven in like manner.(b) Except as otherwise provided herein, any notice under this Agreement will be deemed tohave been given (x) on the date such notice is personally delivered or delivered by facsimile or(y) the next succeeding Business Day after the date such notice is delivered to the overnightcourier service if sent by overnight courier; provided that in each case notices received after4:00 p.m. (local time of the recipient) shall be deemed to have been duly given on the nextBusiness Day.Section 1.89 Complete Agreement. This Agreement, the Ancillary Documents and the other documents and writings referred toherein or delivered pursuant hereto contain the entire understanding of the parties with respect tothe subject matter hereof and thereof and supersede all prior agreements and understandings, bothwritten and oral, between the parties with respect to the subject matter hereof and thereof. ThisAgreement shall be binding upon and shall inure to the benefit of the parties hereto and theirrespective successors and permitted assigns.Section 1.90 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall beconsidered one and the same agreement and each of which shall be deemed an original.
 
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Section 1.91 Publicity. The Seller and the Buyer will consult with each other and will mutually agree upon anypublication or press release of any nature with respect to this Agreement or the transactionscontemplated hereby and shall not issue any such publication or press release prior to suchconsultation and agreement except as may be required by applicable law or by obligations pursuantto any listing agreement with any securities exchange or any securities exchange regulation, inwhich case the party proposing to issue such publication or press release shall make all reasonableefforts to consult in good faith with the other party or parties before issuing any suchpublication or press release and shall provide a copy thereof to the other party or parties priorto such issuance.Section 1.92 Severability. Any provision of this Agreement which is invalid, illegal or unenforceable in anyjurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity,illegality or unenforceability, without affecting in any way the remaining provisions hereof insuch jurisdiction or rendering that or any other provision of this Agreement invalid, illegal orunenforceable in any other jurisdiction.Section 1.93 Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon orgive to any Person or corporation, other than the parties hereto and their permitted successors orassigns, any rights or remedies under or by reason of this Agreement.Section 1.94 Dispute Resolution.(a) Any dispute, controversy or claim arising out of or relating to this Agreement, or theinterpretation, breach, termination or validity hereof, shall be resolved through consultation.Such consultation shall begin immediately after one party hereto has delivered to any other partyhereto a written request for such consultation. If within thirty (30) days following the date onwhich such notice is given the dispute cannot be resolved, the dispute shall be submitted toarbitration upon the request of any party to such dispute with notice to the others.(b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong KongInternational Arbitration Centre (the “**HKIAC**”). There shall be three (3) arbitrators. Each opposingparty to a dispute shall be entitled to appoint one arbitrator, and the third arbitrator shall bejointly appointed by the disputing parties or, failing such agreement by thirty (30) days after theappointment by each party of its arbitrator, the HKIAC shall appoint the third arbitrator.(c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shallapply the UNCITRAL Arbitration Rules as administered by the HKIAC at the time of the arbitration.(d) Each party hereto shall cooperate with the other in making full disclosure of andproviding complete access to all information and documents requested by the others in connectionwith such arbitration proceedings, subject only to any confidentiality obligations binding on suchparty.(e) The award of the arbitration tribunal shall be final and binding upon the disputingparties, and the prevailing party or parties may apply to a court of competent jurisdiction forenforcement of such award.(f) Any party shall be entitled to seek preliminary injunctive relief from any court ofcompetent jurisdiction pending the constitution of the arbitral tribunal.*[remainder of page intentionally left blank]*
 
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by itsduly authorized officer, in each case as of the date first above written.      NOAH EDUCATION HOLDINGS LTD.