THIS PUT AND CALL OPTION AGREEMENT
(this “Agreement”) is made on December 10, 2008

    


    BETWEEN:

    


    
      	
              (1)

            	
              MODERN DEVELOP LIMITED
      of Flat C, 7/F Block
      1, Island Place, 51 Tanner Road, North Point, Hong Kong (“Modern”);

            
	
              (2)

            	
              PANTHEON CHINA ACQUISITION
      CORP. of Suite 10-64, #9 Jianguomenwai
      Avenue, Chaoyang District, Beijing, China, 100600 (“Pantheon”);
      and

            
	
              (3)

            	
              MARK D. CHEN of Suite 10-64, #9 Jianguomenwai
      Avenue, Chaoyang District, Beijing, China,
      100600  (“Chen”);

            
	
              (4)

            	
              VICTORY PARK CREDIT
      OPPORTUNITIES MASTER FUND, LTD. of 227 West Monroe Street, Suite
      3900, Chicago, Illinois 60606 (“VPCO”);
    and

            
	
              (5)

            	
              VICTORY PARK SPECIAL SITUATIONS
      MASTER FUND, LTD. of 227 West Monroe Street, Suite 3900, Chicago,
      Illinois 60606 (“VPSS” and together with
      VPCO, “Victory
      Park”).

            
	 
      	 
      


    

     

    WHEREAS:

    


    
      	
              (A)

            	
              Simultaneously
      with the entering into of this Agreement, Victory Park is entering into
      purchase agreements with stockholders of Pantheon for the purchase of an
      aggregate of 2,273,700 shares (the “Shares”) of the common
      stock of Pantheon at a purchase price of approximately $5.97 per
      Share.

            


    

    


    
      	
              (B)

            	
              Modern
      is interested in acquiring the right to purchase the Shares and Victory
      Park is interested in acquiring the right to require Modern to purchase
      the Shares, in each case during the time period and upon the terms and
      conditions described herein.

            


    

    


    IT IS AGREED as
follows:

     

    
      	
              1.  

            	
              DEFINITIONS

            


    

    


    “Call
Option” means the call option granted under Section 2.

    


    “Closing
Date” means the date specified in a Put Option Notice or a Call Option Notice,
as the case may be.

    


    “Early
Termination Date” means the date on which the parties to the Merger Agreement
terminate or abandon such agreement and the transactions contemplated
thereby.

    


    “Extended
Term” means from July 1, 2009 until September 30, 2009.

    


    “Extension
Approval Date” means December 14, 2008, the date on which the stockholders of
Pantheon vote to approve the amendments to its certificate of incorporation
described in its definitive proxy statement on Schedule 14A filed on December 4,
2008 (the “Extension Proxy”).

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Extension
Option Fee” means $0.4247 per Share.

    


    “Holder”
means Victory Park.

    


    “Initial
Term” means from the date hereof until June 30, 2009.

    


    “Merger
Agreement” means the Agreement and Plan of Merger, Conversion and Share
Exchange, dated as of November 3, 2008 between Pantheon, China Cord Blood
Services Corporation Limited (“CCBS”) and certain of the shareholders of CCBS
named therein.

    


    “Merger
Closing” means the completion of the transactions contemplated by the Merger
Agreement.

    


    “Option
Fee” means $0.55 per Share plus the 125,000 shares of Pantheon common stock
referred to in Section 2.4.

    


    “Option
Price” means $5.97 per Share.

    


    “Put
Option” means the option granted under Section 3.

    


    “Shares”
has the meaning set forth in the recitals above.

    


    “Trust
Fund” means the trust account established in connection with Pantheon’s initial
public offering.

    


    
      	
              2.  

            	
              CALL
      OPTION

            


    

    


    
      	
              2.1.  

            	
              In
      consideration of the payment of the Option Fee, Victory Park hereby grants
      to Modern an option to require such Holder to sell all (and not less than
      all) of the Shares owned by such Holder to Modern at the Option Price
      during the Initial Term, provided that such
      option shall expire on the earlier of (i) the Initial Term or (ii) the
      record date for the special meeting of Pantheon’s stockholders in
      connection with the approval of the business combination contemplated by
      the Merger Agreement.

            


    

    


    
      	
              2.2.  

            	
              Subject
      to the payment of the Extension Option Fee as described in Section 2.5
      below, Victory Park hereby grants to Modern an option to require such
      Holder to sell all (and not less than all) of the Shares owned by such
      Holder to Modern at the Option Price during the Extended Term, provided that such
      option shall expire on the earlier of (i) the expiration of the Extended
      Term or (ii) the record date for the special meeting of Pantheon’s
      stockholders in connection with the approval of the business combination
      contemplated by the Merger
Agreement.

            


    

    


    
      	
              2.3.  

            	
              On
      the date (the “Commencement Date”) of the closing of the purchase of
      Shares pursuant to the purchase agreements entered into simultaneously
      herewith which shall bring the aggregate amount owned by Victory Park to
      2,273,700 shares of Pantheon common
stock:

            


    

    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

    

    
      	
              2.3.1.  

            	
              Modern
      shall transfer $2,530,000 of the Option Fee to an escrow account (the
      “Escrow Account”) maintained by Loeb & Loeb LLP, as escrow agent
      (which escrow agent is acceptable to Victory Park and Rodman & Renshaw
      LLC (“Rodman”)), which amount shall be
disbursed

            


    

     

    
      	
              2.3.1.1.  

            	
              Up
      to $345,998 upon the Commencement Date as follows: $0.076087 per share
      owned by Victory Park on the Commencement Date in accordance with wire
      transfer instructions previously furnished by Victory Park;
      and

            


    

    


    
      	
              2.3.1.2.  

            	
              Up
      to $1,836,754 upon the earlier to occur of the Extension Approval Date (or
      the immediately following business day) and the Early Termination Date as
      follows: $0.403913 per share owned by Victory Park on the Commencement
      Date in accordance with wire transfer instructions previously furnished by
      Victory Park, of which $318,318 of such amount is deemed a transaction
      fee, and $318,318 to the account of Rodman in accordance with wire
      transfer instructions previously furnished by Rodman;
  and

            


    

    


    
      	
              2.3.1.3.  

            	
              Up
      to $318,318 upon the earlier to occur of (i) one or more requests for
      reimbursement of indemnified losses by Victory Park from Rodman pursuant
      to a letter agreement dated the date hereof and referred to in the
      agreement pursuant to which the Escrow Account has been established, to
      the account of Victory Park in such amount as specified in such request,
      (ii) upon the Merger Closing, to the account of Rodman, in an amount equal
      $.07 per share owned by Victory Park on the Commencement Date in
      accordance with wire transfer instructions previously furnished by Rodman;
      and (iii) on September 30, 2009, to the account of Rodman, in an amount
      equal $.07 per share owned by Victory Park on the Commencement Date in
      accordance with wire transfer instructions previously furnished by Rodman,
      less (in the case of foregoing clauses (ii) and (iii)) any amounts
      transferred to Victory Park pursuant to foregoing clause (i);
      and

            


    

    


    
      	
              2.3.1.4.  

            	
              In
      the event the Extension is not approved on the Extension Approval Date and
      Pantheon has not effected a Liquidation (as defined in Section 4.3) by the
      15th
      day following the Commencement Date, then up to $24,500 per day from such
      15th
      day until such Liquidation shall have been effected shall be transferred
      from the Escrow Account on a weekly basis to Victory Park on the weekly
      anniversary thereof (or the next following business day) as follows:
      $0.037283 per share owned by Victory Park on the Commencement Date in
      accordance with wire transfer instructions previously furnished by Victory
      Park.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              2.4.  

            	
              Simultaneously
      herewith, Chen hereby sells, transfers and assigns all right, title and
      interest in 125,000 shares of Pantheon’s common stock currently owned by
      Chen to Victory Park.  Chen shall tender certificates
      representing such shares to Victory Park on termination of the Escrow
      Period as defined in the Stock Escrow Agreement dated December 14, 2006 to
      which Chen is a party relating to such shares.  In addition,
      Chen hereby assigns to Victory Park his registration rights with respect
      to such shares under the Registration Rights Agreement dated December 14,
      2006 to which Chen is a party.

            


    

    


    
      	
              2.5.  

            	
              In
      the event Modern shall elect to extend the term of this Agreement to
      September 30, 2009, on or prior to June 30, 2009, Modern shall notify
      Victory Park in writing of such extension and shall transfer up to
      $1,931,280 of the Extension Option Fee as follows: $0.4247 per Share owned
      by Victory Park on the Commencement Date in accordance with wire transfer
      instructions previously furnished by Victory
  Park.

            


    

    


    
      	
              3.

            	
              PUT
      OPTION

            


    

    


    
      	
              3.1.  

            	
              In
      consideration of the grant of the Call Option, Modern hereby grants
      Victory Park the option to require Modern to buy from such Holder any or
      all of the Shares owned by such Holder at the Option Price on the 5th
      business day preceding the special meeting of Pantheon’s stockholders in
      connection with the approval of the business combination contemplated by
      the Merger Agreement.

            


    

    


    
      	
              4.

            	
              VOTING
      OF SHARES; LOCK-UP; FORCED
LIQUIDATION

            


    

    


    
      	
              4.1.  

            	
              Victory
      Park may vote against the business combination proposal presented at the
      special meeting of Pantheon’s stockholders in connection with the approval
      of the business combination contemplated by the Merger Agreement if the
      Call Option has not been exercised and the Option Price to be received by
      such Holder has not been fully paid prior to such
  meeting.

            


    

    


    
      	
              4.2.  

            	
              Victory
      Park agrees not to take any action (including any purchase or sale of any
      security or the establishment of any arbitrage or similar derivative
      position relating to any security) that is reasonably expected to
      materially adversely affect the adoption of the proposals described in the
      Extension Proxy.

            


    

    


    
      	
              4.3.  

            	
              In
      the event of an Early Termination Date, Pantheon hereby agrees to effect
      an early liquidation of its assets in accordance with Delaware law (a
      “Liquidation”) within ten (10) business days following such Early
      Termination Date.

            


    

    


    
      	
              4.4.  

            	
              Except
      as contemplated by this Agreement, Victory Park agrees that, from the date
      hereof until the earlier of (i) the nine month anniversary of the
      Commencement Date or (ii) the Merger Closing, it will not offer, sell,
      contract to sell, pledge or otherwise dispose of, (or enter into any
      transaction which is designed to, or might reasonably be expected to,
      result in the disposition (whether by actual disposition or effective
      economic disposition due to cash settlement or otherwise) by the
      undersigned or any affiliate of the undersigned or any person in privity
      with the undersigned or any affiliate of the undersigned), directly or
      indirectly, or establish or increase a put equivalent position or
      liquidate or decrease a call equivalent position within the meaning of
      Section 16 of the Securities Exchange Act of 1934, as amended and the
      rules and regulations of the Commission promulgated thereunder (each, a
      “Transfer”) with respect to, any
Shares.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.5.  

            	
              In
      the event there has not been a closing pursuant to Section 5 hereof during
      the Initial Term and Modern has not elected to extend the term of this
      Agreement to September 30, 2009 pursuant to Section 2.5 hereof and
      delivered the Extension Option Fee within ten (10) business days following
      June 30, 2009, Pantheon hereby agrees to effect a Liquidation on such
      tenth business day.

            


    

    


    
      	
              5.

            	
              COMPLETION

            


    

    


    
      	
              5.1.  

            	
              If
      a Put Option or, as the case may be, Call Option is exercised, a closing
      shall be held on the Closing Date specified in the relevant notice at the
      offices of Pantheon’s counsel, Loeb & Loeb LLP, 345 Park Avenue, New
      York, NY 10154 at which Victory Park will deliver certificates
      representing such Shares as shall have been specified in the relevant
      notice (or shall have delivered such Shares through the book-entry
      facilities of DTC as directed by Modern) and Modern will deliver
      immediately available funds equal to the aggregate Option Price for such
      Shares to an account of Victory Park previously furnished to Modern within
      five business days of such closing.

            


    

    


    
      	
              6.

            	
              INDEMNIFICATION

            


    

    


    
      	
              6.1.  

            	
              In
      the event of the liquidation of the Trust Fund while Victory Park owns any
      Shares, Modern and Chen hereby agree, jointly and severally, to indemnify
      and hold harmless Victory Park against any loss incurred in such
      liquidation in an amount equal to the difference between the amount
      received by Victory Park upon liquidation per Share and $5.97 per
      Share.

            


    

    


    
      	
              6.2.  

            	
              Modern
      and Chen hereby agree, jointly and severally, to indemnify and hold
      harmless Victory Park and each of its partners, principals, members,
      officers, directors, employees, agents, representatives and affiliated or
      managed funds from and against any and all losses, claims, damages,
      liabilities and expenses, joint or several, of any kind or nature
      whatsoever, and any and all lawsuits, inquiries, proceedings and
      investigations in respect thereof, whether pending or threatened, to which
      any such party may become subject, arising in any manner out of or in
      connection with this Agreement or the transactions contemplated herein to
      the fullest extent permitted under applicable law, regardless of whether
      any of such parties is a party hereto, and immediately upon request
      reimburse such party for such party’s legal and other expenses as they are
      incurred in connection with investigating, preparing, defending, paying,
      settling or compromising any such action, inquiry, proceeding or
      investigation (including, without limitation, usual and customary per diem
      compensation for any such party’s involvement in discovery proceedings or
      testimony); provided that neither
      Modern nor Chen shall be liable for any such loss, liability, claim,
      damage or expense resulting from actions taken by Victory Park in bad
      faith or as a result of its gross negligence or willful misconduct; and
      provided further
      that such foregoing indemnity pursuant to this Section 6.2 shall
      not be available for any losses, claims, damages, liabilities or expenses
      or with respect to any lawsuits, inquiries, proceedings and investigations
      in respect thereof to the extent such arise out of any actions taken after
      the earlier of the Closing Date and the Merger
  Closing.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              6.3.  

            	
              Modern
      and Chen hereby agree, jointly and severally, to indemnify Rodman, its
      affiliates (within the meaning of the Securities Act of 1933, as amended),
      and each of its respective partners, directors, officers, agents,
      consultants, employees and controlling persons (within the meaning of the
      Securities Act of 1933, as amended)(each of Rodman and such other person
      or entity is hereinafter referred to as an “Indemnified Person”), from and
      against any and all losses, claims, damages, liabilities and expenses,
      joint or several, and all actions, inquiries, proceedings and
      investigations in respect thereof, to which any Indemnified Person may
      become subject arising in any manner out of or in connection with this
      Agreement, regardless of whether any of such Indemnified Persons is a
      party hereto, and immediately upon request reimburse an Indemnified Person
      for such person’s legal and other expenses as they are incurred in
      connection with investigating, preparing, defending, paying, settling or
      compromising any such action, inquiry, proceeding or investigation
      (including without limitation, usual and customary per diem compensation
      for any Indemnified Person’s involvement in discovery proceedings or
      testimony), provided that neither Modern nor Chen shall be liable for any
      such loss, liability, claim, damage or expense resulting from actions
      taken by Rodman in bad faith or as a result of its gross negligence or
      willful misconduct

            


    

    


    
      	
              7.

            	
              REPRESENTATIONS
      AND WARRANTIES AND COVENANTS

            


    

    


    7.1.           Pantheon
represents and warrants that is not aware of any outstanding liabilities that
are not subject to an effective waiver of claims against the Trust Fund, except
those liabilities set forth on the Schedule of Liabilities attached hereto and
such Schedule of Liabilities includes all liabilities that resulted from, and
potential liabilities that could result from, target businesses, vendors and
service providers that have not waived any claims against the Trust
Fund.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7.2           Pantheon
hereby represents and warrants that it has not obtained (except as otherwise
disclosed on the Schedule of Liabilities described in Section 7.1 above) and
agrees that it will not obtain, the services of any vendor or service provider
unless and until such vendor or service provider acknowledges in writing that it
does not have any right, title, interest or claim of any kind in or to any
monies of the Trust Fund and waives any claim it may have in the future as a
result of, or arising out of, any negotiations, contracts or agreements with
Pantheon and will not seek recourse against the Trust Fund for any reason
whatsoever; provided that the foregoing shall not apply to Pantheon’s
independent accountants.

    


    7.3           Pantheon
agrees to invest the monies in the Trust Fund in United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940 until the earlier of the Merger Closing or two business days prior to
the liquidation of the Trust Fund.

    


    7.4           Pantheon
agrees that it shall not incur any Indebtedness (as defined below) in excess of
$5,000 without the prior written consent of Victory Park prior to the earlier of
the Merger Closing or the Early Termination Date, unless the Call Option has
been exercised and the Option Price has been paid in full; provided that such consent
shall not be unreasonably withheld in the case of Indebtedness of Pantheon to
the officers of Pantheon, or any Indebtedness the holders of which shall have
waived any right or claim against Trust Account and incurred solely to fund
Pantheon’s normal business expenses.  “Indebtedness” means (a)
indebtedness for borrowed money or the deferred price of property, goods or
services (other than trade and other payables incurred in the ordinary course of
business), such as reimbursement and other obligations for surety bonds and
letters of credit, (b) obligations evidenced by notes, bonds, debentures or
similar instruments, and (c) capital lease obligations.

    


    
      	
              8.

            	
              COUNTERPARTS;
      FACSIMILE EXECUTION

            


    

    


    
      	
              8.1.  

            	
              This
      Agreement may be executed in one or more counterparts, all of which shall
      be considered one and the same agreement and shall become effective when
      one or more counterparts have been signed by each of the parties and
      delivered to the other party.  Facsimile execution and delivery
      of this Agreement is legal, valid and binding for all
      purposes.

            


    

    


    
      	
              9.  

            	
              ENTIRE
      AGREEMENT; THIRD PARTY
BENEFICIARIES

            


    

    


    
      	
              9.1.  

            	
              This
      Agreement, taken together with all Schedules hereto (a) constitute the
      entire agreement, and supersede all prior agreements and understandings,
      both written and oral, among the parties with respect to the matters
      contemplated hereby and (b) is not intended to confer upon any person
      other than the parties (and those persons described in Section 6.3 as
      entitled to indemnification hereunder) any rights or
    remedies.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              10.

            	
              GOVERNING
      LAW

            


    

    


    
      	
              10.1.  

            	
              In
      accordance with Section 5-1401 of the General Obligations Law of the State
      of New York, this Agreement shall be governed by, and construed in
      accordance with, the laws of the State of New York without regard to
      principles of conflicts of laws that would result in the application of
      the substantive law of another jurisdiction.  The parties hereto
      agree that any action, proceeding or claim arising out of or relating in
      any way to this Agreement shall be brought and enforced in the courts of
      the State of New York or the United States District Court for the Southern
      District of New York, and irrevocably submits to such jurisdiction, which
      jurisdiction shall be exclusive. The parties hereto hereby waive any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum. Pantheon, Modern and Chen each hereby appoints,
      without power of revocation, Loeb & Loeb, LLP, New York, New York,
      Attn: Mitchell Nussbaum, as their respective agent to accept and
      acknowledge on its behalf service of any and all process which may be
      served in any action, proceeding or counterclaim in any way relating to or
      arising out of this Agreement.

            


    

    


    
      	
              11.

            	
              ASSIGNMENT

            


    

    


    
      	
              11.1.  

            	
              Neither
      this Agreement nor any of the rights, interests or obligations under this
      Agreement shall be assigned, in whole or in part, by operation of law or
      otherwise by any of the parties without the prior written consent of the
      other party, provided that Modern
      may assign its rights under the Call Option to purchase the Shares, but
      not its obligation to purchase the Shares, to any other
      person.  Any purported assignment without such consent shall be
      void.  Subject to the preceding sentences, this Agreement will
      be binding upon, inure to the benefit of, and be enforceable by, the
      parties and their respective successors and
  assigns.

            


    

    


    
      	
              12.

            	
              EXPENSES

            


    

    


    
      	
              12.1.  

            	
              Modern
      shall pay not later than December 15, 2008 the legal fees and expenses of
      Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to Victory
      Park, in the amount of $25,000.

            


    

    


    [remainder
of page left intentionally blank; signature page follows]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.

     

    

      
        
          
            
              
                
                  	 
      	      
                          VICTORY
      PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.

                          By:  Victory
      Park Capital Advisors, LLC, its investment manager

                           

                           

                          By:
      /s/ Scott R.
      Zemnick                                               
      

                          Name:
      Scott R. Zemnick

                          Title:   General
      Counsel

                           

                           

                           

                          VICTORY
      PARK SPECIAL SITUATIONS MASTER FUND, LTD.

                          By:  Victory
      Park Capital Advisors, LLC, its investment manager

                           

                           

                          By:
      /s/ Scott R.
      Zemnick                                                 

                          Name:
      Scott R. Zemnick

                          Title:   General
      Counsel

                           

                           

                           

                          MODERN
      DEVELOP LIMITED

                           

                           

                          By:
      /s/ Na
      O                                                                       
      

                          Name:
      Na O

                          Title:
      Director

                          
 

                           

                          PANTHEON
      CHINA ACQUISITION CORP.

                           

                           

                          By:
      /s/ Mark D.
      Chen                                                       

                          Name:
      Mark D. Chen

                          Title:   Chairman
      and CEO

                           

                          


                           

                          /s/ Mark D.
      Chen                                                              
      

                          Name:
      Mark D.
Chen

                        


                

              

            

          

        

      



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SCHEDULE
1

     

    PUT
OPTION NOTICE

     

    To:
Modern

    


    
      
        	
                Attention:

              	
                [•]

              


      

    

     

    [Date]

     

    Ladies
and Gentlemen,

     

    Put
Option Notice

     

    We refer
to the Put and Call Option Agreement (the “Put and Call Option
Agreement”) dated December 10, 2008 and made between you and the
undersigned. Terms defined in the Put and Call Option Agreement shall bear the
same meaning when used herein.

     

    We hereby
confirm that we wish to exercise the option granted under Section 3 of the Put
and Call Option Agreement and accordingly the Put Option is hereby exercised
with respect to ________ Shares.

     

    The
Closing Date shall be [•].

     

    This put
option notice is irrevocable and is governed by, and shall be construed in
accordance with the laws of the State of New York.

     

    Yours
faithfully

    
    

     

     

    
      	 	      
              VICTORY
      PARK CAPITAL ADVISORS, LLC

               

               

              By:                                                                         

              Name:
      Scott R. Zemnick

              Title:   General
      Counsel

               

               

              VICTORY
      PARK CREDIT OPPORTUNITIES MASTER FUND, LTD.

              By:  Victory
      Park Capital Advisors, LLC, its investment manager

               

               

              By:                                                                         

              Name:
      Scott R. Zemnick

              Title:   General
      Counsel

            
	 	 


    

     

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    [SIGNATURE
PAGE CONTINUED]

    
    

     

     

    
      	 	 
	 	      
              VICTORY
      PARK SPECIAL SITUATIONS MASTER FUND, LTD.

              By:  Victory
      Park Capital Advisors, LLC, its investment manager

               

               

              By:                                                                         

              Name:
      Scott R. Zemnick

              Title:   General
      Counsel

            


    

     

    
      


     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SCHEDULE
2

     

    FORM
OF CALL OPTION NOTICE

    


    
      
        
          
            	 
      
	 
      	 
      
	
                    To:

                  	
                    VICTORY
      PARK CAPITAL ADVISORS, LLC

                  
	 
      	
                    [•]

                  
	
                     

                    Attention:

                  	
                    [•]

                  


          

        

      

    

     

    [Date]

     

    Ladies
and Gentlemen,

     

    Call
Option Notice

     

    We refer
to the Put and Call Option Agreement (the “Put and Call Option
Agreement”) dated December 10, 2008 and made between you and Modern.
Terms defined in the Put and Call Option Agreement shall bear the same meaning
when used herein.

     

    We hereby
confirm that we wish to exercise the option granted under Section 2 of the Put
and Call Option Agreement and accordingly the Call Option is hereby exercised
with respect to ______ Shares.

     

    The
Closing Date shall be [•].

     

    This call
option notice is irrevocable and is governed by, and shall be construed in
accordance with the laws of the State of New York.

     

    Yours
faithfully

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    SCHEDULE
OF LIABILITIES

    


    
      
        	
                McGladrey
      & Pullen

              	
                                
      $23,683

              
	
                Horwath

              	
                                
      15,000

              
	
                PR
      Newswire

              	
                                  
      1,620

              
	 
      	
                                $40,303