Agreement and Plan of Merger


    Exhibit 10.1

    
 

    AGREEMENT
      AND PLAN OF MERGER

    


    


    AGREEMENT
      AND PLAN OF MERGER (this
      “Agreement”),
      dated
      as of December 30, 2005, by and among China Media Networks International,
      Inc., a Nevada corporation (“CMNW”),
      CMNW
      Acquisition Corporation, a Nevada corporation and a wholly-owned subsidiary
      of
      CMNW (“Acquisition
      Corp.”),
      OrthoSupply Management, Inc., a Delaware corporation (“OrthoSupply”),
      Thunderbird Global Corporation, a Panamanian corporation (“Thunderbird”),
      for
      the sole purpose of the transactions contemplated under Section 7 hereof, the
      representations and warranties set forth in Sections 8 and 14 hereof, and the
      indemnification obligations set forth in Section 13(a) hereof, and Mark L.
      Baum
      (“Baum”),
      for
      the sole purpose of the representations and warranties set forth in Sections
      10
      and 14 hereof and the indemnification obligations set forth in Section 13(b)
      hereof.

    


    WITNESSETH:

    


    WHEREAS,
      CMNW
      is a
      public company with 509,709 shares of its common stock, $0.0001 par value per
      share (the “CMNW
      Common Stock”),
      issued and outstanding as of the date hereof;

    


    WHEREAS,
      Thunderbird is the holder of record of 465,241 shares (the “Thunderbird
      Shares”)
      of the
      509,709 issued and outstanding shares of CMNW Common Stock;

    


    WHEREAS,
      OrthoSupply is a private company with (a) 17,736,619 shares of its common stock,
      $0.001 par value per share (“OrthoSupply
      Common Stock”),
      (b)
      1,700,000 shares of its Series A Convertible Preferred Stock, $0.001 par value
      per share (“OrthoSupply
      Series A Preferred Stock”),
      (c)
      warrants to purchase an aggregate of 5,177,335 shares of OrthoSupply Common
      Stock (“OrthoSupply
      Warrants”),
      and
      (d) options to purchase 600,000 shares of OrthoSupply Common Stock
      (“OrthoSupply
      Options”),
      issued and outstanding as of the date hereof;

    


    WHEREAS,
      the
      Board of Directors of CMNW has designated 1,700,000 shares of its authorized
      but
      unissued preferred stock as a new series of preferred stock, $0.0001 par value
      per share, designated “Series A Convertible Preferred Stock” (the “CMNW
      Series A Preferred Stock”),
      having virtually identical rights, preferences and privileges as the OrthoSupply
      Series A Preferred Stock, which CMNW Series A Preferred Stock has been created
      by the filing of a Statement of Designations (the “Statement
      of Designations”)
      with
      the Secretary of State of the State of Nevada;

    


    WHEREAS,
      the
      respective Boards of Directors of each of CMNW, Acquisition Corp. and
      OrthoSupply, and the shareholders of Acquisition Corp. and OrthoSupply, have
      approved and authorized the execution and delivery of this Agreement so as
      to
      implement the Merger (as defined in Section 1 hereof) in compliance with the
      provisions of the Delaware General Corporation Law of the State of Delaware
      (the
“DGCL”),
      and
      the Nevada Revised Statues of the State of Nevada (the “NRS”),
      with
      the result that OrthoSupply shall continue as the surviving corporation and
      the
      separate existence of Acquisition Corp. (except as it may be continued by
      operation of law) shall cease;

    


    WHEREAS,
      CMNW,
      Acquisition Corp., and OrthoSupply intend that the Merger will qualify as a
      tax-free reorganization pursuant to Section 368(a) of the Internal Revenue
      Code
      of 1986, as amended (the “Code”);
      

    


    WHEREAS,
      immediately after the consummation and effectiveness of the Merger, OrthoSupply,
      which shall then be a wholly-owned subsidiary of CMNW, shall distribute $500,000
      in cash to CMNW to be used in part to redeem from Thunderbird the Thunderbird
      Shares (such redemption being referred to herein as the “Thunderbird
      Redemption”);
      and

    


    WHEREAS,
      the
      parties desire to make certain representations, warranties and agreements in
      connection with the Merger on the terms and conditions set forth herein.


    


    NOW
      THEREFORE,
      in
      consideration of the premises and the mutual representations, warranties,
      covenants and agreements herein contained, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto hereby agree as
      follows:

    


    1.  The
      Merger.
      Subject
      to the terms and conditions hereinbelow set forth, on the Effective Date (as
      defined in Section 6(a) hereof), in accordance with the DGCL and the NRS,
      Acquisition Corp. shall be merged with and into OrthoSupply with OrthoSupply
      being the surviving entity (the “Merger”)
      and,
      in connection therewith:

    


    (a)  except
      to
      the extent provided or permitted by the DGCL and the NRS, the separate existence
      of Acquisition Corp. shall cease and terminate and OrthoSupply shall continue
      as
      the surviving corporation and as a wholly-owned subsidiary of CMNW (OrthoSupply
      as the surviving corporation after the Merger is hereinafter sometimes referred
      to as the “Surviving
      Corporation”);
      

    


    (b)  all
      of
      the rights, privileges, immunities, powers, franchises and authority (both
      public and private) of OrthoSupply and Acquisition Corp. shall vest in the
      Surviving Corporation; 

    


    (c)  all
      of
      the assets and property of OrthoSupply and Acquisition Corp. of every kind,
      nature and description (real, personal and mixed and both tangible and
      intangible) and every interest therein, wheresoever located, including, without
      limitation, all debts or other obligations belonging or due to OrthoSupply
      or
      Acquisition Corp., all claims and all causes of action, shall be, and be deemed
      to be, vested, absolutely and unconditionally, in the Surviving Corporation;
      and

    


    (d)  all
      debts
      and obligations of OrthoSupply or Acquisition Corp., all rights of creditors
      of
      OrthoSupply or Acquisition Corp., and all liens or security interests
      encumbering any of the property of OrthoSupply or Acquisition Corp., shall
      be
      vested in the Surviving Corporation and shall remain in full force and effect
      without modification or impairment and shall be, and be deemed to be,
      enforceable against the Surviving Corporation and its assets and properties
      with
      the same full force and effect as if such debts, obligations, liens or security
      interests had been originally incurred or created by the Surviving Corporation
      in its own name and for its own behalf. Without limiting the generality of
      the
      foregoing, Surviving Corporation specifically assumes all continuing obligations
      which OrthoSupply or Acquisition Corp. would otherwise have to indemnify its
      officers and directors, to the fullest extent currently provided in the
      Surviving Corporation’s Amended and Restated Certificate of Incorporation,
      By-Laws and pursuant to the DGCL, with respect to any and all claims arising
      out
      of actions taken or omitted by such officers and directors prior to the
      Effective Date.

    


    2.  Instruments
      of Conveyance.
      Without
      limiting the generality of the provisions of Section 1 hereof and/or the
      succession provisions of applicable law, the officers and directors of
      Acquisition Corp. last in office shall (to the extent they, or any of them,
      possess and/or may exercise the power to do so) execute, deliver and/or record
      such deeds and/or other instruments of transfer and/or conveyance, and take
      or
      cause to be taken, such other and further actions, as the case may be, as shall
      be reasonably requested by OrthoSupply or its legal counsel, to vest, perfect,
      confirm, implement the transfer of, or establish in the name, on behalf or
      for
      the account or the benefit of OrthoSupply, title to, and/or possession of,
      any
      or all of the assets, property, property interests, rights, privileges,
      immunities, powers and franchises owned and/or exercisable by Acquisition Corp.
      (or in which Acquisition Corp. had an interest and/or the power to exercise
      immediately prior to the Effective Date) and which was vested, or intended
      to be
      vested, in OrthoSupply pursuant to the provisions of this Agreement and the
      Merger.

    


    3.  Constitutional
      Documents, Directors, and Officers.
      On and
      as of the Effective Date:

    


    (a)  the
      Amended and Restated Certificate of Incorporation of OrthoSupply, as further
      amended on such date in full force and effect, shall be the Certificate of
      Incorporation of the Surviving Corporation, until the same shall be altered,
      amended, modified, terminated or rescinded in the manner provided by the DGCL,
      which rights of alteration, amendment, modification, termination and/or
      rescission are hereby expressly reserved by OrthoSupply. 

    


    (b)  the
      By-Laws of OrthoSupply on such date in full force and effect shall be the
      By-Laws of the Surviving Corporation, until the same shall be altered, amended,
      modified, terminated or rescinded in the manner provided in the Amended and
      Restated Certificate of Incorporation of OrthoSupply and/or the DGCL, which
      rights of alteration, amendment, modification, termination and/or rescission
      are
      hereby expressly reserved by OrthoSupply; and

    


    (c)  the
      members of the Board of Directors of the Surviving Corporation shall be the
      directors of OrthoSupply immediately prior to the Effective Date, who shall
      hold
      such office as provided in the By-Laws of OrthoSupply and/or the DGCL. The
      officers of the Surviving Corporation shall be the former officers of
      OrthoSupply, who shall hold office as provided in the By-Laws of
      OrthoSupply.

    


    4.  Conversion.
      On and
      as of the Effective Date, by virtue of the Merger and without any action on
      the
      part of the holder of any shares of capital stock of OrthoSupply or capital
      stock of Acquisition Corp.:

    


    (a) subject
      to the provisions of Section 5 hereof, all of the outstanding shares of
      OrthoSupply Common Stock shall be converted and exchanged into shares of CMNW
      Common Stock in the following manner: each issued and outstanding share of
      OrthoSupply Common Stock shall, by virtue of the Merger and without any action
      on the part of the holder thereof, be converted and exchanged into one (1)
      duly
      authorized, validly issued, fully paid and non-assessable share of CMNW Common
      Stock.

    


    (b)  subject
      to the provisions of Section 5 hereof, all of the outstanding shares of
      OrthoSupply Series A Preferred Stock shall be converted and exchanged into
      shares of CMNW Series A Preferred Stock in the following manner: each issued
      and
      outstanding share of OrthoSupply Series A Convertible Preferred Stock shall,
      by
      virtue of the Merger and without any action on the part of the holder thereof,
      be converted and exchanged into one (1) duly authorized, validly issued, fully
      paid and nonassessable share of CMNW Series A Preferred Stock.

    


    (c) subject
      to the provisions of Section 11 hereof, the OrthoSupply Options and OrthoSupply
      Warrants shall be converted and exchanged into new options for shares of CMNW
      Common Stock (“CMNW
      Options”)
      and
      new warrants for shares of CMNW Common Stock (“CMNW
      Warrants”),
      as
      the case may be, in the following manner: each issued and outstanding
      OrthoSupply Option and OrthoSupply Warrant shall, by virtue of the Merger and
      without any action on the part of the holder thereof, be converted and exchanged
      into a CMNW Option and a CMNW Warrant, as the case may be, exercisable for
      the
      same number of shares of CMNW Common Stock as equals the number of shares of
      OrthoSupply Common Stock which were issuable upon the exercise of the
      OrthoSupply Option and OrthoSupply Warrant, as the case may be, for which it
      is
      being exchanged, and containing substantially similar other terms and
      conditions.

    


    (d) Each
      issued and outstanding share of the capital stock of Acquisition Corp. shall
      be
      converted into and become one (1) fully paid and nonassessable share of common
      stock of the Surviving Corporation.

    


    (e) The
      shares of CMNW Common Stock and CMNW Series A Preferred Stock to be issued
      to
      the holders of OrthoSupply Common Stock and OrthoSupply Series A Preferred
      Stock, the CMNW Warrants to be issued to the holders of OrthoSupply Warrants,
      and the shares of CMNW Common Stock to be issued to the holders of the
      OrthoSupply Options and OrthoSupply Warrants upon the exercise thereof, shall
      be
      deemed to be “restricted securities” as defined by Rule 144(a)(3) under the
      Securities Act of 1933, as amended (the “Securities
      Act”).
      The
      certificates evidencing such shares shall bear substantially the following
      restrictive legend:

    


    “THE
      SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD
      OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OR THERE
      IS
      AN OPINION FROM COUNSEL TO THE COMPANY THAT SUCH SALE OR OTHER TRANSFER MAY
      BE
      MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE
      SECURITIES ACT.”

    


    5.  Certificate
      Exchange.
      Subsequent to the Effective Date, the issuance and distribution of New
      Certificates (as defined in Section 5(a) hereof) in exchange for Old
      Certificates (as defined in Section 5(a) hereof) shall be implemented as
      follows:

    


    (a) As
      promptly after the Effective Date as shall be reasonably possible, CMNW shall
      deposit with a bank, trust company or attorney designated by CMNW and
      OrthoSupply (the “Representative”),
      for
      the benefit of the former holders of shares of OrthoSupply Common Stock and
      OrthoSupply Series A Preferred Stock, for exchange through the Representative
      in
      accordance with this Section 5, stock certificates representing the shares
      of
      the CMNW Common Stock and CMNW Series A Preferred Stock (the “New
      Certificates”)
      issuable pursuant to Section 4 hereof in exchange for such holders’ stock
      certificates representing the OrthoSupply Common Stock and OrthoSupply Series
      A
      Preferred Stock (the “Old
      Certificates”).

    


    (b) As
      promptly after the Effective Date as shall be reasonably possible, the
      Representative shall be directed to, and shall, send written notification (each,
      a “Stock
      Notification”)
      to
      each holder of the OrthoSupply Common Stock and OrthoSupply Series A Preferred
      Stock of the consummation of the Merger, the availability of the New
      Certificates and provide (i) a description of the procedure to be followed
      in
      connection with the surrender of the Old Certificates and the issuance of the
      New Certificates, and (ii) a letter of transmittal (which shall be in customary
      form and have such provisions as CMNW and OrthoSupply may reasonably specify).
      Upon compliance by a holder thereof with the requirements for the certificate
      surrender and issuance specified in the Stock Notification, the Representative
      shall be directed to, and shall, issue and transmit to such holder New
      Certificates representing that number of shares of the CMNW Common Stock and/or
      CMNW Series A Preferred Stock, as the case may be, to which such holder shall
      be
      entitled as herein provided.

    


    (c) Upon
      delivery of the New Certificates, the Old Certificates shall be deemed
      surrendered and cancelled. Notwithstanding anything to the contrary set forth
      herein, the representations, warranties, indemnities, agreements and other
      statements of OrthoSupply or its officers, directors, employees and agents,
      and
      of each purchaser of OrthoSupply Series A Preferred Stock or its officers,
      directors, employees, and agents, made in connection with the original issuance
      and purchase of the OrthoSupply Series A Preferred Stock, shall remain operative
      and in full force and effect regardless of the exchange under this
      Section 5 and Section 11 hereof.

    


    (d) On
      the
      Effective Date, CMNW shall take all corporate action necessary to reserve for
      issuance a sufficient number of shares of CMNW Common Stock for delivery upon
      conversion of the CMNW Series A Preferred Stock exchanged in accordance with
      this Section 5.

    


    6.  The
      Effective Date.
      

    


    (a) Subject
      to the provisions of this Agreement, (i) articles of merger (“Articles
      of Merger”)
      in
      such form as is required by the NRS, and (ii) a certificate of merger
      (“Certificate
      of Merger”)
      in
      such form as is required by the DGCL, shall be duly prepared, executed and
      acknowledged by OrthoSupply and Acquisition Corp. and thereafter delivered
      to
      the Secretary of State of the State of Nevada and the Secretary of State of
      the
      State of Delaware, as applicable, for filing, as provided in the NRS and the
      DGCL, as applicable, as early as practicable on the date of the execution and
      delivery of this Agreement. The Merger shall become effective as at the close
      of
      business on the date of filing the Articles of Merger and the Certificate of
      Merger (the “Effective
      Date”).
      

    


    (b) The
      closing of the Merger (the “Closing”)
      shall
      take place as of the Effective Date. 

    


    (c) On
      the
      Effective Date, CMNW shall fix the number of members of the Board of Directors
      at not less then one (1) and not more than thirteen (13), effective with the
      Effective Date. The Board of Directors of CMNW shall consist of the following
      individuals:

    


    Mark
      L.
      Baum

    Brian
      Lesperance

    


    (d) On
      the
      Effective Date, the officers of CMNW shall be as follows, each to serve until
      the first meeting of the Board of Directors immediately following the next
      Annual Meeting of Stockholders of CMNW or until the Board otherwise
      directs.:

    


    Name   Position

    


    Brian
      Lesperance President,
      Chief Executive Officer, Treasurer and Secretary

    


    7. Thunderbird Redemption.
      Immediately following the consummation of the Merger on the Effective Date,
      OrthoSupply shall distribute $500,000 in cash to CMNW (the “Cash
      Distribution”).
      Immediately following its receipt of the Cash Distribution, CMNW shall effect
      the Thunderbird Redemption by redeeming from Thunderbird the Thunderbird Shares
      for a redemption price equal to the aggregate of (a) the amount of the Cash
      Distribution (the “Cash Portion”),
      (b)
      600,000 shares of CMNW Common Stock, and (c) a warrant to purchase an additional
      600,000 shares of CMNW Common Stock in form and substance mutually agreeable
      to
      CMNW and Thunderbird. The Cash Portion shall be wire transferred by CMNW to
      Thunderbird in accordance with the following wire transfer
      instructions:

    


    Bank:  Wells
      Fargo Bank N.A.

    


    1012
      Swarthmore Avenue

    Pacific
      Palisades, California 90272

    (310)
      550-2800

    


    ABA
      Routing:  121-000-248

    


    Account
      No:  201-817-485-4

    


    Account
      Name: The
      Baum
      Law Firm PC

    Client
      Trust Account

    


    The
      Baum
      Law Firm

    580
      2nd
      Street,
      Suite 102

    Encinitas,
      California 92024

    Tel:
      (760) 230-2300 x205

    Fax:
      (760) 230-2305

    


    Notes:   FBO
      Thunderbird Global Corporation;

    


    8. Thunderbird
      Representations and Warranties.
      In
      order to induce OrthoSupply to execute this Agreement and perform its
      obligations under this Agreement, Thunderbird does hereby represent and warrant
      (which representations and warranties shall be, and be deemed to be, continuing
      and survive the execution and delivery of this Agreement and the Effective
      Date)
      as follows:

    


    (a) Each
      of
      CMNW
      and
      Acquisition Corp. is a corporation duly organized and validly existing under
      the
      laws of the State of Nevada, Thunderbird is a corporation duly organized and
      validly existing under the laws of Panama, and each such corporation has all
      requisite power and authority to own, lease, and operate its respective
      properties and assets and to conduct its respective business as now conducted
      and as proposed to be conducted. A true, complete and correct copy of the
      Articles of Incorporation and By-laws of CMNW as in effect on the date of this
      Agreement, including all amendments thereto, have heretofore been delivered
      to
      OrthoSupply.

    


    (b) CMNW
      is
      duly qualified to do business as a foreign corporation, and is in good standing,
      in all jurisdictions, if any, wherein such qualification is necessary and
      wherein the failure so to qualify would have a material adverse effect on the
      business, properties, liabilities, assets, operations, results of operations,
      condition (financial or otherwise) or affairs of CMNW.

    


    (c) Except
      for Acquisition Corp., CMNW does not currently own any capital stock or other
      proprietary interest, directly or indirectly, in any corporation, association,
      trust, partnership, joint venture or other entity.

    


    (d) Each
      of
      CMNW and Acquisition Corp. has the requisite power to enter into this Agreement,
      to consummate the Merger, and to carry out and perform its obligations under
      the
      terms of this Agreement. Thunderbird has the requisite power to enter into
      this
      Agreement, to transfer the Thunderbird Shares to CMNW pursuant to the
      Thunderbird Redemption, and to carry out and perform its obligations under
      the
      terms of this Agreement.

    


    (e) This
      Agreement has been duly executed and delivered by each of Thunderbird, CMNW
      and
      Acquisition Corp., and, upon due execution and delivery by OrthoSupply, this
      Agreement will be a valid and binding agreement of each of Thunderbird, CMNW
      and
      Acquisition Corp., enforceable against each such party in accordance with its
      terms.

    


    (f) There
      are
      no claims, actions, suits, proceedings, arbitrations, investigations or
      inquiries before any court or governmental agency, court or tribunal, domestic
      or foreign, or before any private arbitration tribunal, pending or, to the
      knowledge of Thunderbird, threatened, against CMNW or involving its assets
      which, if determined adversely to CMNW, would, individually or in the aggregate,
      result in a material adverse change in the financial position, shareholders’
      equity, results of operations, properties, business, management or affairs
      of
      CMNW, or which question the validity of this Agreement or of any action taken,
      or to be taken, by CMNW pursuant to, or in connection with, this Agreement.
      There are no outstanding orders, judgments or decrees of any court, governmental
      agency or other tribunal specifically naming CMNW and/or enjoining CMNW from
      taking, or requiring CMNW to take, any action, and/or by which CMNW is, and/or
      its assets are, bound or subject.

    


    (g) The
      financial statements of CMNW (the “September
      2005 Financial Statements”)
      included in CMNW’s Form 10-Q filed with the Securities and Exchange Commission
      (the “Commission”)
      under
      the Securities Exchange Act of 1934, as amended ( the “Exchange
      Act”),
      are
      true, complete and correct in all material respects and fairly present the
      financial condition of CMNW in accordance with generally accepted accounting
      principles consistently applied. Except as set forth in the balance sheet of
      CMNW as of September 30, 2005 (the “September
      2005 Balance Sheet”)
      included in the September 2005 Financial Statements, CMNW has no debt, liability
      or obligations of any nature, whether accrued, absolute, contingent or
      otherwise, whether due or to become due and whether or not the amount hereof
      is
      readily ascertainable, that is not properly reflected as a liability in the
      September 2005 Balance Sheet. Acquisition Corp. was incorporated on December
      22,
      2005, has no assets and has incurred no liabilities, debts or obligations of
      any
      nature whatsoever, whether accrued, absolute contingent or otherwise, whether
      due or to become due and whether or not the amount thereof is readily
      ascertainable, other than its incorporation costs. Prior to the date of this
      Agreement, Acquisition Corp. has conducted no business operations, and its
      sole
      activities will be in connection with the consummation of the Merger and the
      transactions contemplated by this Agreement.

    


    (h) CMNW
      has
      filed all federal, state, municipal and local tax returns (whether relating
      to
      income, sales, franchise, withholding, real, or personal property or otherwise)
      required to be filed under the laws of the United States and all applicable
      states and has paid in full all taxes which are due pursuant to such returns
      or
      claimed to be due by any taxing authority or otherwise due and owing. No
      penalties or other charges are, or will become, due with respect to the late
      filing of any such return. All such tax returns heretofore filed by CMNW
      correctly and accurately reflect the amounts of its tax liabilities due
      thereunder. CMNW has withheld, collected, and paid all other levies,
      assessments, license fees and taxes to the extent required and, with respect
      to
      payments, to the extent that the same have become due and payable.

    


    (i) The
      authorized and outstanding capitalization of CMNW is as set forth on
Schedule
      8(i)
      attached
      hereto. Thunderbird owns of record and beneficially 91.2758% of the issued
      and
      outstanding capital stock of CMNW, free and clear of all liens and encumbrances
      of any nature whatsoever. As of the date hereof, except as set forth on
Schedule
      8(i)
      attached
      hereto, there is not authorized and/or issued and outstanding any shares of
      capital stock of CMNW, and there is not outstanding any rights to purchase
      any
      shares of capital stock of CMNW, or securities convertible into or exchangeable
      for shares of capital stock of CMNW. All of the issued and outstanding shares
      of
      CMNW Common Stock have been duly authorized and validly issued, and are fully
      paid and nonassessable. There are no outstanding warrants, options or similar
      rights to purchase or convert into shares of CMNW capital stock. There are
      no
      outstanding rights of first refusal, preemptive rights or other restrictions
      on
      transfer with respect to the redemption of the Thunderbird Shares by CMNW from
      Thunderbird. The offers and sales of the outstanding shares of capital stock
      of
      CMNW were, at all relevant times, exempt from the registration or prospectus
      delivery requirements of the Securities Act, and any applicable state securities
      laws pursuant to an exemption for which CMNW and/or such offering or sale fully
      qualified. The shares of CMNW Common Stock have been registered under
      Section 12(g) of the Exchange Act. The list of current CMNW stockholders
      of
      record heretofore delivered by CMNW to OrthoSupply is true, complete and correct
      in all respects as of the date so delivered.

    


    (j) Except
      with respect to the filing and approval of the Articles of Merger and the
      Certificate of Merger, and except with respect to the creation of the CMNW
      Series A Preferred Stock pursuant to the Statement of Designations, no consent,
      approval, authorization or order of, or any filing with, any court, governmental
      agency, authority or body, or any other third party is required by Thunderbird,
      CMNW or Acquisition Corp. in connection with the execution, delivery and
      performance of this Agreement and/or the consummation by Thunderbird, CMNW
      or
      Acquisition Corp. of the transactions contemplated by this
      Agreement.

    


    (k) At
      the
      Effective Date, all of the shares of the CMNW Common Stock to be issued by
      CMNW
      pursuant to this Agreement shall be, and be deemed to be, duly and validly
      authorized and, when issued to the holders of OrthoSupply Common Stock in
      exchange for their shares of the OrthoSupply Common Stock, duly and validly
      issued, fully paid and nonassessable and free and clear of all federal and
      state
      issuance, stock and/or company taxes, liens, security interests, claims,
      encumbrances and charges.

    


    (l) At
      the
      Effective Date, all of the shares of the CMNW Series A Preferred Stock to be
      issued by CMNW pursuant to this Agreement shall be, and be deemed to be, duly
      and validly authorized and, when issued to the holders of OrthoSupply Series
      A
      Preferred Stock in exchange for their shares of the OrthoSupply Series A
      Preferred Stock, duly and validly issued, fully paid and nonassessable and
      free
      and clear of all federal and state issuance, stock and/or company taxes, liens,
      security interests, claims, encumbrances and charges.

    


    9.  OrthoSupply
      Representations and Warranties.
      In
      order to induce Thunderbird and CMNW to execute this Agreement and perform
      their
      obligations under this Agreement, OrthoSupply does hereby represent and warrant
      (which representations and warranties shall be, and be deemed to be, continuing
      and survive the execution and delivery of this Agreement and the Effective
      Date)
      as follows:

    


    (a) OrthoSupply
      is a
      corporation duly organized and validly existing under the laws of the State
      of
      Delaware and has all requisite power and authority to own, lease, and operate
      its properties and assets and to conduct the business as now conducted and
      as
      proposed to be conducted. A true, complete and correct copy of the Amended
      and
      Restated Certificate of Incorporation and By-laws of the Purchaser as in effect
      on the date of this Agreement, including all amendments thereto, have heretofore
      been delivered to the Seller.

    


    (b) OrthoSupply
      has the requisite power to enter into this Agreement, to consummate the Merger,
      and to carry out and perform its obligations under the terms of this
      Agreement.

    


    (c) This
      Agreement has been duly executed and delivered by OrthoSupply, and, upon due
      execution and delivery by Thunderbird, CMNW, Acquisition Corp. and Baum, this
      Agreement will be a valid and binding agreement of OrthoSupply, enforceable
      against OrthoSupply in accordance with its terms.

    (d) OrthoSupply
      has received and reviewed all corporate records of CMNW and has been given
      full
      and complete access to CMNW
      for the
      purpose of obtaining such information as OrthoSupply has reasonably requested
      in
      connection with its decision to consummate the Merger and the transactions
      contemplated hereunder.

    


    (e) Except
      with respect to the filing and approval of the Articles of Merger and the
      Certificate of Merger, no consent, approval, authorization or order of, or
      any
      filing with, any court, governmental agency, authority or body, or any other
      third party is required by the OrthoSupply in connection with the execution,
      delivery and performance of this Agreement and/or the consummation by
      OrthoSupply of the transactions contemplated by this Agreement.

    


    10.  Baum
      Representations and Warranties.
      In
      order to induce OrthoSupply to execute this Agreement and perform its
      obligations under, this Agreement, Baum does hereby represent and warrant (which
      representations and warranties shall be, and be deemed to be, continuing and
      survive the execution and delivery of this Agreement and the Effective Date)
      as
      follows:

    


    (a) Since
      January 15, 2003, CMNW has not incurred any liability or obligation of any
      nature whatsoever, whether accrued, absolute, contingent or otherwise, that
      has
      not been fully discharged as of the date of this Agreement, or is not currently
      reflected in the September 2005 Balance Sheet. Acquisition Corp. was
      incorporated on December 22, 2005, has no assets and has incurred no
      liabilities, debts or obligations of any nature whatsoever, whether accrued,
      absolute contingent or otherwise, whether due or to become due and whether
      or
      not the amount thereof is readily ascertainable, other than its incorporation
      costs. Prior to the date of this Agreement, Acquisition Corp. has conducted
      no
      business operations, and its sole activities will be in connection with the
      consummation of the Merger and the transactions contemplated by this
      Agreement.

    


    (b) The
      authorized and outstanding capitalization of CMNW is as set forth on
Schedule
      8(i)
      attached
      hereto. Thunderbird owns of record and beneficially 91.2758% of the issued
      and
      outstanding capital stock of CMNW, free and clear of all liens and encumbrances
      of any nature whatsoever. As of the date hereof, except as set forth on
Schedule
      8(i)
      attached
      hereto, there is not authorized and/or issued and outstanding any shares of
      capital stock of CMNW, and there is not outstanding any rights to purchase
      any
      shares of capital stock of CMNW, or securities convertible into or exchangeable
      for shares of capital stock of CMNW. All of the issued and outstanding shares
      of
      CMNW Common Stock have been duly authorized and validly issued, and are fully
      paid and nonassessable. There are no outstanding warrants, options or similar
      rights to purchase or convert into shares of CMNW capital stock. There are
      no
      outstanding rights of first refusal, preemptive rights or other restrictions
      on
      transfer with respect to the redemption of the Thunderbird Shares by CMNW from
      Thunderbird. The offers and sales of the outstanding shares of capital stock
      of
      CMNW were, at all relevant times, exempt from the registration or prospectus
      delivery requirements of the Securities Act, and any applicable state securities
      laws pursuant to an exemption for which CMNW and/or such offering or sale fully
      qualified. The shares of CMNW Common Stock have been registered under
      Section 12(g) of the Exchange Act. The list of current CMNW stockholders
      of
      record heretofore delivered by CMNW to OrthoSupply is true, complete and correct
      in all respects as of the date so delivered.

    


    11.  Options
      and Warrants. 

    


    (a) On
      the
      Effective Date, each outstanding OrthoSupply Option under the OrthoSupply 2005
      Stock Option Plan (the “Old
      OrthoSupply Option Plan”),
      whether vested or unvested, shall be assumed by CMNW and shall constitute an
      option to acquire, on the same terms and conditions as were applicable under
      such OrthoSupply Option, the same number of shares of CMNW Common Stock as
      the
      holder of such OrthoSupply Option would have been entitled to receive pursuant
      to the Merger had such holder exercised such warrant or option (including any
      unvested portion thereof) in full (disregarding any limitation on exercisability
      thereof) immediately before the Effective Date, at a price per share (rounded
      upward to the nearest whole cent) equal to (i) the aggregate exercise price
      for
      the shares of OrthoSupply Common Stock purchasable pursuant to such OrthoSupply
      Option immediately before the Effective Date divided by (ii) the number of
      full
      shares of CMNW Common Stock deemed purchasable pursuant to such OrthoSupply
      Option in accordance with the foregoing. As of the Effective Date, the Old
      OrthoSupply Option Plan shall be terminated.

    


    (b) The
      consummation of the Merger shall not result in the termination or acceleration
      of any outstanding OrthoSupply Options under the Old OrthoSupply Option Plan
      that are so assumed by CMNW. It is the intention of the parties that the
      OrthoSupply Options so assumed by CMNW qualify following the Effective Date
      as
      incentive stock options as defined in Section 422 of the Code to the extent
      such
      OrthoSupply Options qualified thereunder as incentive stock options before
      the
      Effective Date. As promptly as reasonably practicable after the approval and
      adoption of a new 2006 China Media Networks equity incentive plan
      (the “New
      CMNW Option Plan”)
      and
      the receipt of all documentation CMNW reasonably requires relating to the
      exchange of the outstanding OrthoSupply Options, CMNW will issue to each person
      who, immediately prior to the Effective Date, is a holder of an outstanding
      OrthoSupply Option under the Old OrthoSupply Option Plan that is to be assumed
      by CMNW and exchanged hereunder, a new CMNW Option under the New CMNW Option
      Plan. As of the Effective Date, all then existing CMNW option and other equity
      incentive plans shall be terminated.

    


    (c) On
      the
      Effective Date, CMNW shall take all corporate action necessary to reserve for
      issuance a sufficient number of shares of CMNW Common Stock for delivery under
      the OrthoSupply Options assumed and exchanged in accordance with this Section
      11. 

    


    (d) On
      the
      Effective Date, each outstanding OrthoSupply Warrant to purchase shares of
      OrthoSupply Common Stock shall be assumed by CMNW and shall constitute a warrant
      to acquire, on the same terms and conditions as were applicable under such
      OrthoSupply Warrant, the same number of shares of CMNW Common Stock as the
      holder of such OrthoSupply Warrant would have been entitled to receive pursuant
      to the Merger had such holder exercised such option (including any unvested
      portion thereof) in full (disregarding any limitation on exercisability thereof)
      immediately before the Effective Date, at a price per share (rounded upward
      to
      the nearest whole cent) equal to (i) the aggregate exercise price for the shares
      of OrthoSupply Common Stock purchasable pursuant to such OrthoSupply Warrant
      immediately before the Effective Date divided by (ii) the number of full shares
      of CMNW Common Stock deemed purchasable pursuant to such OrthoSupply Warrant
      in
      accordance with the foregoing. 

    


    (e) The
      consummation of the Merger shall not result in the termination or acceleration
      of any outstanding OrthoSupply Warrants that are so assumed by CMNW. As promptly
      as reasonably practicable and in any event within five (5) business days after
      receipt of each outstanding OrthoSupply Warrant (or, if misplaced, a lost
      warrant affidavit in such form as CMNW reasonably requires), CMNW will issue
      to
      each person who, immediately prior to the Effective Date, is a holder of each
      such outstanding OrthoSupply Warrant that is to be assumed by CMNW and exchanged
      hereunder, a new CMNW Warrant.

    


    (f) On
      the
      Effective Date, CMNW shall take all corporate action necessary to reserve for
      issuance a sufficient number of shares of CMNW Common Stock for delivery under
      the OrthoSupply Warrants assumed and exchanged in accordance with this Section
      11.

    


    12. Further
      Assurances and Cooperation; Restrictive Covenant.
      

    


    (a) Each
      party hereto will, before, at, and after the Closing and the Effective Time,
      execute and deliver such instruments and take such other actions as the other
      party or parties, as the case may be, may reasonably require in order to carry
      out the intent of this Agreement. Without limiting the generality of the
      foregoing, at any time after the Closing and the Effective Time, at the request
      of Thunderbird or OrthoSupply, and without further consideration, each party
      will execute and deliver such instruments of sale, transfer, conveyance,
      assignment and confirmation and take such action as Thunderbird or OrthoSupply
      may reasonably deem necessary or desirable in order to confirm CMNW’s title to
      the Thunderbird Shares and to effectuate the transactions contemplated by this
      Agreement.

    


    (b) CMNW
      covenants and agrees that, for a period of twenty four (24) months after the
      Closing, CMNW shall not consent to, vote for, or request any structural change
      in the CMNW Common Stock which would disproportionately reduce the ownership
      percentage of Thunderbird in CMNW or which is not to be made for a bona fide
      legitimate business purpose. Notwithstanding the foregoing, the parties to
      this
      Agreement hereby agree that this Section 12(b) shall not apply to any issuance
      of CMNW Common Stock to any third party for good, valuable and lawful
      consideration, to any other increase or decease in the total number of shares
      of
      CMNW Common Stock authorized, or to any authorization or issuance of any class
      of equity in CMW that has preferences and rights superior to the CMNW Common
      Stock.

    


    13. Indemnification.

    


    (a) Thunderbird
      agrees to indemnify and hold harmless CMNW, OrthoSupply and their respective
      successors and assigns (collectively, the “OrthoSupply Indemnitees”) against and
      in respect of any and all claims, suits, actions, proceedings (formal and
      informal), investigations, judgments, deficiencies, damages, settlements,
      liabilities, losses, costs and legal and other expenses arising out of or based
      upon any breach of any representation or warranty, covenant or agreement of
      Thunderbird contained in this Agreement or in any other agreement executed
      and
      delivered by Thunderbird hereunder or in connection herewith.

    


    (b) Baum
      agrees to indemnify and hold harmless the OrthoSupply Indemnitees against and
      in
      respect of any and all claims, suits, actions, proceedings (formal and
      informal), investigations, judgments, deficiencies, damages, settlements,
      liabilities, losses, costs and legal and other expenses arising out of or based
      upon any breach of the representations and warranties set forth in Sections
      10
      and 14 hereof.

    


    (c) OrthoSupply
      agrees to indemnify and to hold harmless Thunderbird and its successors and
      assigns (collectively, the “Thunderbird Indemnitees”) against and in respect of
      any and all claims, suits, actions, proceedings (formal and informal),
      investigations, judgments, deficiencies, damages, settle-ments, liabilities,
      losses, costs and legal and other expenses arising out of or based upon any
      breach of any representation, warranty, covenant or agreement of OrthoSupply
      contained in this Agreement or in any other agreement executed and delivered
      by
      OrthoSupply hereunder or in connection herewith.

     

    (d) Any
      OrthoSupply Indemnitee or Thunderbird Indemnitee (in any such case, the
“Indemnified
      Party”)
      seeking indemnification under this Agreement shall give to the party obligated
      to provide indemnification to such Indemnified Party (in any such case, the
      “Indemnitor”)
      a
      notice (a “Claim
      Notice”)
      describing in reasonable detail the facts giving rise to any claim for
      indemnification hereunder promptly upon learning of the existence of such claim.
      Upon receipt by the Indemnitor of a Claim Notice from an Indemnified Party
      with
      respect to any claim of a third party, such Indemnitor may assume the defense
      thereof with counsel reasonably satisfactory to the Indemnified Party and,
      in
      such event, shall agree to pay and otherwise discharge with the Indemnitor’s own
      assets all judgments, deficiencies, damages, settlements, liabilities, losses,
      costs and legal and other expenses related thereto; and the Indemnified Party
      shall cooperate in the defense or prosecution thereof and shall furnish such
      records, information and testimony and attend all such conferences, discovery
      proceedings, hearings, trials and appeals as may be reasonably requested in
      connection therewith. If the Indemnitor does not assume the defense thereof
      within ten days of its receipt of the Claim Notice, the Indemnitor shall
      similarly cooperate with the Indemnified Party in such defense or prosecution.
      The Indemnified Party shall have the right to participate in the defense or
      prosecution of any lawsuit with respect to which the Indemnitor has assumed
      the
      defense and to employ its own counsel therein, but the fees and expenses of
      such
      counsel shall be at the expense of the Indemnified Party unless (i) the
      Indemnitor shall not have promptly employed counsel reasonably satisfactory
      to
      such Indemnified Party to take charge of the defense of such action, (ii) such
      Indemnified Party shall have reasonably concluded that there exists a
      significant conflict of interest with respect to the conduct of such Indemnified
      Party’s defense by the Indemnitor, or (iii) the Indemnitor fails to provide
      reasonable insurance to the Indemnified Party of its financial capacity to
      defend such action and provide indemnification with respect to such action,
      in
      any of which events such reasonable fees and expenses shall be borne by the
      Indemnitor and the Indemnitor shall not have the right to direct the defense
      of
      any such action on behalf of the Indemnified Party. The Indemnitor shall have
      the right, in its sole discretion, to settle any claim (a) which is solely
      for
      monetary damages for which indemnification has been sought and is available
      hereunder, and (b) where there is no finding or admission of any violation
      of
      any legal requirements or any violation of the rights of any Person and no
      effect on any other claims that may be made against the indemnified party,
      provided that the Indemnitor shall not agree to the settlement of any claim
      which constitutes the subject of a Claim Notice which settlement in the
      reasonable opinion of the Indemnified Party would have a material adverse
      continuing effect on the business of the Indemnified Party without the prior
      written consent of the Indemnified Party. The Indemnified Party shall give
      written notice to the Indemnitor of any proposed settlement of any suit, which
      settlement the Indemnitor may, if it shall have assumed the defense of the
      suit,
      reject in its reasonable judgment within 10 days of receipt of such notice.
      Notwithstanding the foregoing, the Indemnified Party shall have the right to
      pay
      or settle any suit for which indemnification has been sought and is available
      hereunder, provided that, if the defense of such claim shall have been assumed
      by the Indemnitor, the Indemnified Party shall automatically be deemed to have
      waived any right to indemnification hereunder.

     

    14. Brokers
      and Finders.
      Each of
      Thunderbird, CMNW, Acquisition Corp. and Baum, on the one hand, and OrthoSupply,
      on the other hand, represents and warrants to the other(s) that, except for
      Midtown Partners & Co., LLC and The Mayflower Group, they or it have not
      employed any broker, financial advisor or finder or incurred any liability
      for
      any broker, financial advisory or finders’ fees in connection with this
      Agreement and the consummation of the Merger. 

     

    15. Costs
      and Expenses.
      Each of
      Thunderbird and Baum, on behalf of themselves, CMNW and Acquisition Corp.,
      on
      the one hand, and OrthoSupply, on the one hand, shall pay their own respective
      costs and expenses relating to the Merger and the transactions contemplated
      by
      this Agreement, including, without limitation, the costs and expenses relating
      to the preparation of this Agreement, such as attorneys’ fees, accounting fees,
      printing expenses and consent solicitation expenses. OrthoSupply shall pay
      all
      of the expenses and filing fees in connection with the filing of the Articles
      of
      Merger and the Certificate of Merger, as well as all public filings in
      connection with the Merger to be made with the Commission and any state
      securities authorities.

    


    16. Notices.
      Any and
      all notices, requests or instructions desired to be given by any party hereto
      to
      any other party hereto shall be in writing and shall be either be hand
      delivered, delivered by express courier or overnight delivery or mailed to
      the
      recipient first class, postage prepaid, certified, return receipt requested
      at
      the following respective addresses:

    


    To: OrthoSupply
      or CMNW:

    


    Brian
      Lesperance

    OrthoSupply
      Management, Inc.

    237
      Cedar
      Hill Street, Suite 4

    Marlboro,
      MA 01752

    With
      a
      copy to:

    


    Andrew
      White, Esq.

    Bingham
      McCutchen LLP

    150
      Federal Street

    Boston,
      MA 02110

    


    To: Thunderbird,
      Acquisition Corp. or Baum

    c/o
      Mark
      L. Baum, Esq.

    The
      Baum
      Law Firm

    580
      2nd
      Street,
      Suite 102

    Encinitas,
      CA 92024

    


    or
      to
      such other address as any party hereto shall designate in a writing complying
      with the provisions of this Section 20.

    


    17. Waiver.
      Thunderbird and Baum on the one hand, and OrthoSupply and CMNW on the other
      hand, may, by written instrument, (a) extend the time for the performance of
      any
      of the obligations or other acts of the other(s) under this Agreement; (b)
      waive
      any inaccuracies of such other party(ies) in the representations and warranties
      contained in this Agreement or in any document delivered pursuant to this
      Agreement; (c) waive compliance with any of the covenants of such other
      party(ies) contained in this Agreement; and (d) waive the performance of any
      of
      the obligations of such other party(ies) contained in this Agreement.


    


    18. Governing
      Law; Waiver of Jury Trial.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware, without regard to any principles of conflicts of laws.
      Each party waives the right to a jury trial.

    


    19. Effectiveness.
      This
      Agreement shall inure to the benefit of, and be binding upon, the parties hereto
      and their respective successors, transferees, heirs, assigns and
      beneficiaries.

    


    20. Counterparts.
      This
      Agreement may be executed in multiple copies, each of which shall constitute
      an
      original, but all of which shall constitute one and the same
      agreement.

    


    21. Partial
      Invalidity.
      If any
      term, covenant or condition in this Agreement, or the application thereof to
      any
      person or circumstance, shall be invalid or unenforceable, the remainder of
      this
      Agreement or the application of such term, covenant or condition to persons
      or
      circumstances, other than those as to which it is held invalid, shall be
      unaffected thereby and each term, covenant or condition of this Agreement shall
      be enforced to fullest extent permitted by law.

    


    22. Integration.
      This
      Agreement (including the Schedules hereto, the documents and instruments
      delivered by the parties hereto and any other documents executed and delivered
      and/or to be executed and delivered pursuant to the provisions of this Agreement
      as herein provided or in connection herewith) sets forth the entire agreement
      among the parties hereto with respect to the subject matter herein contained.
      There are no covenants, promises, agreements, conditions or understandings,
      either oral or written, between or among the parties hereto with respect to
      the
      subject matter hereof except as herein and in such ancillary documents
      provided.

    


    


    [Signatures
      on Following Page]

    



    
      
        
          18

          


          BUSDOCS/1524482.3 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement and Plan of Merger as of the date
      first above written.

    


    


    CHINA
      MEDIA NETWORKS INTERNATIONAL, INC.

    


    


    By: Mark
      L.
      Baum

    Its: President

    


    


    CMNW
      ACQUISITION CORPORATION

    


    


    By: Mark
      L.
      Baum

    Its: President

    


    


    ORTHOSUPPLY
      MANAGEMENT, INC.

    


    


    By: Brian
      Lesperance

    Its: President

    


    


    THUNDERBIRD
      GLOBAL CORPORATION

    


    


    By: 

    Its: President

    


    


    


    Mark
      L.
      Baum, Individually

    


    


    


    



    
      
        
          18

          


          BUSDOCS/1524482.3 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      8(i)

    


    Capitalization
      of CMNW

     

    


    1. CMNW
      has
      authorized 100,000,000 shares of CMNW Common Stock, $0.001 par value, of which
      509,709 shares are issued an outstanding, and 10,000,000 shares of preferred
      stock, $0.001 par value (the “Preferred Stock”), of which no shares are issued
      and outstanding. 1,700,000 shares of Preferred Stock have been designated
“Series A Convertible Preferred Stock.”

    


    2. CMNW
      has
      does not have an outstanding warrants or options to purchase its common stock
      or
      any other CMNW capital stock, or any securities convertible into or exchangeable
      for any shares of CMNW capital stock.