S and P Agreement


     

    Sale
      and Purchase Agreement

     

    This
      Sale
      and Purchase Agreement, dated as of May 27,
      2005,
      is made by and among Metaphor Corp., a Nevada corporation (the “Acquiror”), 8
      Holdings LLC, a Colorado limited liability company (“8 Holdings”), Hong Kong
      Huicong International Group Limited, a British Virgin Islands company (the
      “Shareholder”), each of Wu Xian, Li Shuangqing, Shen Qizhi and Wang Li Hong
      (collectively, “CMN Management”), and China Media Network International Inc., a
      British Virgin Islands company (the “Company”). 

     

    BACKGROUND

     

    The
      Shareholder has agreed to transfer to the Acquiror, and the Acquiror has agreed
      to acquire from the Shareholder, all of the Shares, which Shares constitute
      100%
      of the outstanding Common Stock of the Company, in exchange for (a) shares
      representing 28.68% of the Acquiror’s Common Stock to be issued to the
      Shareholder (the “Acquiror Shares”), subject to adjustment pursuant to Section
      2.2; and (b) payment to the Shareholder of US$3,785,000 in cash, in accordance
      with Section 2.1.

     

    Subject
      to the terms and conditions of this Agreement, the Shareholder and CMN
      Management have agreed to procure the restructuring of the advertising and
      media
      network businesses being currently carried out by the Company Subsidiaries,
      the
      work of which shall commence immediately after the signing of this Agreement
      and
      be completed before or on the Closing Date (“Restructuring”).
      Upon
      completion of the Restructuring, (a) 北京华媒盛瘺信息技术有榰公司
      (Beijing
      Huamei Shengshi Information Technology Co., Ltd.) (“Huamei
      Information”)
      shall
      become a Chinese-foreign invested joint venture enterprise incorporated in
      China, and (b) Huamei Information shall become the holding company of all the
      domestic advertising businesses being carried out by the group members of HC
      International at
      the
      date of signing of this Agreement. A more detailed plan of the Restructuring
      is
      attached hereto as Exhibit F.

     

    The
      Acquiror is a non-operating U.S. public shell company that ceased business
      operations in 2003. Since then the Acquiror has sought a candidate with which
      to
      merge.

     

    SECTION
      I  

     

    DEFINITIONS

     

    Unless
      the context otherwise requires, the terms defined in this Section 1 will have
      the meanings herein specified for all purposes of this Agreement, applicable
      to
      both the singular and plural forms of any of the terms 

    herein defined.

     

    1.1  “Accredited
      Investor” has the meaning set forth in Regulation D under the Securities Act and
      set forth on Exhibit B.

     

    1.2  “Acquired
      Companies” means, collectively, the Company and the Company
      Subsidiaries.

     

    1.3  “Acquiror
      Balance Sheet” means the Acquiror’s balance sheet at December 31,
      2004.

     

    1.4  “Acquiror
      Board” means the Board of Directors of the Acquiror.

     

    1.5  “Acquiror
      Nominees” means, from and after the Closing Date, the three members of the
      Acquiror Board nominated by the Acquiror Stockholder pursuant to this Agreement
      and the 

        Voting
      Agreement.

     

    1.6  “Acquiror’s
      Common Stock” means the Acquiror’s common stock.

     

    1.7  “Acquiror
      Stockholder” means 8 Holdings.

     

    1.8  “Acquisition
      Transaction” has the meaning set forth in Section 12.1.7.

     

    1.9  “Affiliate”
      means any Person that directly or indirectly controls, is controlled by or
      is
      under common control with the indicated Person.

     

    1.10  “Agreement”
      means this Sale and Purchase Agreement, including all Schedules and Exhibits
      hereto, as this Sale and Purchase Agreement may be from time to time amended,
      modified 

        or
      supplemented.

     

    1.11  “Approved
      Plans” means a stock option or similar plan for the benefit of employees or
      others which has been approved by the stockholders of the Acquiror.

     

    1.12  “Business
      Day” means a day, other than Saturday or Sunday, on which banks in New York are
      open for business.

     

    1.13  “Claims
      Period” has the meaning set forth in Section 13.2.1.

     

    1.14  “Closing”
      has the meaning set forth in Section 3.

     

    1.15  “Closing
      Acquiror Shares” means the aggregate number of Acquiror Shares issuable to the
      Shareholder at Closing 

     

    1.16  “Closing
      Date” has the meaning set forth in Section 3.

     

    1.17  “CMN
      Management” means Wu Xian, Li Shuangqing, Shen Qizhi and Wang Li Hong,
      collectively.

     

    1.18  “CMN
      Executives” means the selected members of the senior management of the Acquired
      Companies to whom the Shareholder will transfer 8.68% of the Acquiror’s Common
      Stock as 

        provided
      in
      Section 2.1 of this Agreement.

     

    1.19  “Code”
      means the Internal Revenue Code of 1986, as amended.

     

    1.20  “Common
      Stock” means the Company’s common shares.

     

    1.21  “Commission”
      means the Securities and Exchange Commission or any other federal agency then
      administering the Securities Act.

     

    1.22  “Company
      Audited Financial Statements” has the meaning set forth in Section 5.8.


     

    1.23   “Company
      Balance Sheet” means the Company’s audited balance sheet at December 31,
      2004.

     

    1.24  “Company
      Benefit Plans” means employee pension benefit plans, medical, disability,
      severance pay, educational, life insurance and other employee welfare benefit
      plans, and all other 

        bonus,
      stock
      option, stock purchase or other equity-based compensation arrangements, and
      incentive, deferred compensation, supplemental retirement, severance,
      disability, vacation, 

        cafeteria
      and
      other similar employee benefit plans, policies, programs or contracts (including
      those which contain change of control provisions or pending change of control
      

        provisions),
      and any
      employment, executive compensation or severance agreements (including those
      with
      change of control provisions or pending change of control provisions), as


        amended,
      modified or supplemented,
      in any case that (a) are maintained or contributed to (or to which there was
      an
      obligation to contribute) by any Acquired Company, or (b) were 

        formerly
      maintained or contributed
      to (or to which there was an obligation to contribute), by any Acquired Company,
      as well as each plan with respect to which any Acquired Company 

        has
      or could
      have any liability,
      whether direct or indirect or actual or contingent (including any liability
      arising out of an indemnification, guarantee, hold harmless or similar
      agreement).

     

    1.25  “Company
      Board” means the Board of Directors of the Company.

     

    1.26  “Company
      Disclosure Schedule” means the Company Disclosure Schedule attached hereto,
      dated as of the date hereof, delivered by the Company to the Acquiror in
      connection 

        with this
      Agreement.

     

    1.27  “Company
      Indemnified Party” has the meaning set forth in Section 13.3.1.

     

    1.28  “Company
      Nominees” means, from and after the Closing Date, the two members of the
      Acquiror Board, nominated by the Shareholder pursuant to this Agreement and
      the
      Voting 

        Agreement. 

     

    1.29  “Company
      Subsidiaries” means all of the direct and indirect Subsidiaries of the Company,
      Beijing Informationô[B
      Company] ,北京华媒盛瘺广告有榰公司
      (Beijing
      Huamei Shengshi 

        Advertising
      Co., Ltd.) ,漯州华媒盛瘺广告传播有榰公司
      (Zhengzhou
      Huamei Shengshi Advertising Broadcasting Co., Ltd.) ô济南华媒盛瘺传播有榰公司
      (Ji’nan
      Huamei Shengshi 

        Broadcasting
      Co., Ltd.) ,乌捿木悰华媒盛瘺传播有榰公司
      (Urumqi
      Huamei Shengshi Broadcasting Co., Ltd.) ,兰州华媒广告传播有榰公司
      (Lanzhou
      Huamei Advertising 

        Broadcasting
      Co., Ltd.),and 兰州华媒盛瘺广告传播有榰公司(Lanzhou
      Huamei Shengshi Advertising Broadcasting Co., Ltd.), and北京华媒盛瘺信息技术有榰公司
      (Beijing
      Huamei 

        Shengshi
      Information Technology Co., Ltd.).

     

    1.30  “Damages”
      has the meaning set forth in Section 13.2.1.

     

    1.31  “Distributor”
      means any underwriter, dealer or other Person who participates, pursuant to
      a
      contractual arrangement, in the distribution of the securities offered or sold
      in reliance on 

        Regulation
      S.

     

    1.32  “Environmental
      Laws” means any Law or other requirement relating to the environment, natural
      resources, or public or employee health and safety.

     

    1.33  “Environmental
      Permit” means all licenses, permits, authorizations, approvals, franchises and
      rights required under any applicable Environmental Law or Order.

     

    1.34  “Equity
      Security” means any stock or similar security, including, without limitation,
      securities containing equity features and securities containing profit
      participation features, or any 

        security
      convertible into or exchangeable for, with or without consideration, any stock
      or similar security, or any security carrying any warrant, right or option
      to
      subscribe to or 

        purchase
      any
      shares of capital stock, or any such warrant or right.

     

    1.35  “ERISA”
      means the Employee Retirement Income Security Act of 1974, as
      amended.

     

    1.36  “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, or any similar
      federal statute, and the rules and regulations of the Commission thereunder,
      all
      as the same will 

        then
      be in
      effect.

     

    1.37  “Exhibits”
      means the several exhibits referred to and identified in this
      Agreement.

     

    1.38  “GAAP”
      means, with respect to any Person, United States or Hong Kong (as the case
      may
      be) generally accepted accounting principles applied on a consistent basis
      with
      such 

        Person’s
      past
      practices.

     

    1.39  “GEM
      Listing Rules” means the Rules Governing the Listing of Securities on The Growth
      Enterprise Market of The Stock Exchange of Hong Kong Limited. 

     

    1.40  “Governmental
      Authority” means any federal or national, state or provincial, municipal or
      local government, governmental authority, regulatory or administrative agency,
      

        governmental
      commission, department, board, bureau, agency or instrumentality, political
      subdivision, commission, court, tribunal, official, arbitrator or arbitral
      body,
      in each case 

        whether
      U.S.
      or non-U.S.

     

    1.41  “HC
      International” means HC International, Inc., a Cayman Island-incorporated
      company, the shares of which are listed on The Growth Enterprise Market of
      The
      Stock Exchange of 

        Hong
      Kong
      Limited.

     

    1.42  “Hedging
      Transaction” means any short sale (whether or not against the box) with respect
      to any security that includes, relates to or derives any significant part of
      its
      value from the 

        Shares.

     

    1.43  “Hong
      Kong” means the Hong Kong Special Administrative Region of the PRC.

     

    1.44  “Indebtedness”
      means any obligation, contingent or otherwise. Any obligation secured by a
      Lien
      on, or payable out of the proceeds of, or production from, property of the
      relevant 

        party
      will be
      deemed to be Indebtedness.

     

    1.45  “Indebtedness
      for Borrowed Money” means (a) all Indebtedness in respect of money borrowed; (b)
      all Indebtedness evidenced by a promissory note, bond or similar written


        obligation
      to
      pay money; or (c) all such Indebtedness guaranteed by the relevant party or
      for
      which the relevant party is otherwise contingently liable.

     

    1.46  “Intellectual
      Property” means all industrial and intellectual property, including, without
      limitation, all patents, patent applications, patent rights, trademarks,
      trademark applications, 

        common
      law
      trademarks, Internet domain names, trade names, service marks, service mark
      applications, common law service marks, and the goodwill associated therewith,
      copyrights, in 

        both
      published and unpublished works, whether registered or unregistered, copyright
      applications, franchises, licenses, know-how, trade secrets, technical data,
      designs, customer 

        lists,
      confidential and proprietary information, processes and formulae, all computer
      software programs or applications, layouts, inventions, development tools and
      all documentation 

        and
      media
      constituting, describing or relating to the above, including manuals, memoranda,
      and records, whether such intellectual property has been created, applied for
      or
      obtained 

        anywhere
      throughout the world.

     

    1.47  “Key
      Employees” means the persons who hold positions as the general managers of the 4
      TV Stations being acquired by the Acquiror immediately prior to Closing and
      each
      of the 

        CMN
      Management.

     

    1.48  “Laws”
      means, with respect to any Person, any U.S. or non-U.S. federal, national,
      state, provincial, local, municipal, international, multinational or other
      law
      (including common law), 

        constitution,
      statute, code, ordinance, rule, regulation or treaty applicable to such
      Person.

     

    1.49  “Lien”
      means any mortgage, pledge, security interest, encumbrance, lien or charge
      of
      any kind, including, without limitation, any conditional sale or other title
      retention agreement, any 

        lease
      in the
      nature thereof and the filing of or agreement to give any financing statement
      under the Uniform Commercial Code of any jurisdiction and including any lien
      or
      charge arising 

        by
      Law.

     

    1.50  “Material
      Acquiror Contract” means any and all agreements, contracts, arrangements,
      leases, commitments or otherwise, of the Acquiror, filed with the
      Commission.

     

    1.51  “Material
      Adverse Effect” means, when used with respect to the Acquiror or the Acquired
      Companies, as the case may be, any change, effect or circumstance which,
      individually or in 

        the
      aggregate, would reasonably be expected to (a) have a material adverse effect
      on
      the business, assets, financial condition or results of operations of the
      Acquiror or the Acquired 

        Companies,
      as
      the case may be, in each case taken as a whole or (b) materially impair the
      ability of the Acquiror or the Company, as the case may be, to perform their
      obligations under 

        this
      Agreement, excluding any change, effect or circumstance resulting from (i)
      the
      announcement, pendency or consummation of the transactions contemplated by
      this
      Agreement, (ii) 

        changes
      in
      the United States securities markets generally, or (iii) changes in general
      economic, financial, currency exchange rate, political or regulatory conditions
      in industries in which 

        the
      Acquiror
      or the Acquired Companies, as the case may be, operate.

     

    1.52  “Material
      Company Contract” means any and all agreements, contracts, arrangements, leases,
      commitments or otherwise, of the Acquired Companies set forth on Schedule
      5.21.1, 

        including
      without limitation, the Advertisement Agency Contracts entered into by certain
      of the Company Subsidiaries.

     

    1.53  “Metaphor
      Disclosure Schedule” means the Metaphor Disclosure Schedule attached hereto,
      dated as of the date hereof, delivered by the Acquiror to the Company and the
      

        Shareholder
      in connection with this Agreement.

     

    1.54  “OTCBB”
      means the Over the Counter Bulletin Board,

     

    1.55  “Order”
      means any award, decision, injunction, judgment, order, ruling, subpoena, or
      verdict entered, issued, made, or rendered by any Governmental
      Authority.

     

    1.56  “Organizational
      Documents” means (a) the articles or certificate of incorporation and the
      by-laws, articles of association, or code of regulations of a corporation;
      (b)
      the partnership 

        agreement
      and
      any statement of partnership of a general partnership; (c) the limited
      partnership agreement and the certificate of limited partnership of a limited
      partnership; (d) the 

        articles
      or
      certificate of formation and operating agreement of a limited liability company;
      (e) any other document performing a similar function to the documents specified
      in clauses (a), 

        (b),
      (c) and
      (d) adopted or filed in connection with the creation, formation or organization
      of a Person; and (f) any and all amendments to any of the
      foregoing.

     

    1.57  “Outside
      Date” has the meaning set forth in Section 12.1.3.

     

    1.58  “Permitted
      Liens” means (a) Liens for Taxes not yet payable or in respect of which the
      validity thereof is being contested in good faith by appropriate proceedings
      and
      for the payment 

        of
      which the
      relevant party has made adequate reserves; (b) Liens in respect of pledges
      or
      deposits under workmen’s compensation laws or similar legislation, carriers,
      warehousemen, 

        mechanics,
      laborers and materialmen and similar Liens, if the obligations secured by such
      Liens are not then delinquent or are being contested in good faith by
      appropriate proceedings 

        conducted
      and
      for the payment of which the relevant party has made adequate reserves; (c)
      statutory Liens incidental to the conduct of the business of the relevant party
      which were 

        not
      incurred
      in connection with the borrowing of money or the obtaining of advances or
      credits and that do not in the aggregate materially detract from the value
      of
      its property or 

        materially
      impair the use thereof in the operation of its business; and (d) Liens that
      would not have a Material Adverse Effect.

     

    1.59  “Person”
      means all natural persons, corporations, business trusts, associations,
      companies, partnerships, limited liability companies, joint ventures and other
      entities, governments, 

        agencies
      and
      political subdivisions.

     

    1.60  “PRC”
      means the People’s Republic of China.

     

    1.61  “Proceeding”
      means any action, arbitration, audit, hearing, investigation, litigation, or
      suit (whether civil, criminal, administrative, investigative, or informal)
      commenced, brought, 

        conducted,
      or
      heard by or before, or otherwise involving, any Governmental
      Authority.

     

    1.62  “Regulation
      S” means Regulation S under the Securities Act, as the same may be amended from
      time to time, or any similar rule or regulation hereafter adopted by the
      Commission.

     

    1.63  “Restructuring”
      means the restructuring of the advertising and media network businesses being
      currently carried by the Company Subsidiaries.

     

    1.64  “Rule
      144” means Rule 144 under the Securities Act, as the same may be amended from
      time to time, or any successor statute.

     

    1.65  “Schedule
      14(f) Filing” has the meaning set forth in Section 5.4.

     

    1.66  “Schedules”
      means the several schedules referred to and identified herein, setting forth
      certain disclosures, exceptions and other information, data and documents
      referred to at 

        various
      places throughout this Agreement.

     

    1.67  “SEC
      Documents” has the meaning set forth in Section 6.24.

     

    1.68  “Section
      4(2)” means Section 4(2) under the Securities Act, as the same may be amended
      from time to time, or any successor statute.

     

    1.69  “Securities
      Act” means the Securities Act of 1933, as amended, or any similar federal
      statute, and the rules and regulations of the Commission thereunder, all as
      the
      same will be in 

        effect
      at the
      time.

     

    1.70  “Service
      Contracts” means the service contracts, dated the Closing Date, by and between
      the Acquiror and each member of CMN Management.

     

    1.71  “Shares”
      means the 50,000 shares of Common Stock of the Company owned by the Shareholder
      and exchanged pursuant to this Agreement.

     

    1.72  “Shareholders’
      Loan” means the indebtedness of the Company Subsidiaries to the Shareholder,
      which shall be taken over and assumed by the Acquiror upon Closing, as more
      

        particularly
      described in the term sheet of the Shareholders’ Loan attached hereto as Exhibit
      H.

     

    1.73  “Shareholders’
      Loan Agreement” means the Shareholders’ Loan Agreement to be entered into
      between the Acquiror and the Shareholder in accordance with the term sheet
      attached 

        hereto
      as
      Exhibit H.

     

    1.74  “Subsidiary”
      means, with respect to any Person, any corporation, limited liability company,
      joint venture or partnership of which such Person (a) beneficially owns, either
      directly or 

        indirectly,
      more than 50% of (i) the total combined voting power of all classes of voting
      securities of such entity, (ii) the total combined equity interests, or (iii)
      the capital or profit 

        interests,
      in
      the case of a partnership; or (b) otherwise has the power to vote or to direct
      the voting of sufficient securities to elect a majority of the board of
      directors or similar 

        governing
      body.

     

    1.75  “Survival
      Period” has the meaning set forth in Section 13.1.

     

    1.76  “Taxes”
      means all foreign, federal, state or local taxes, charges, fees, levies,
      imposts, duties and other assessments, as applicable, including, but not limited
      to, any income, alternative 

        minimum
      or
      add-on, estimated, gross income, gross receipts, sales, use, transfer,
      transactions, intangibles, ad valorem, value-added, franchise, registration,
      title, license, capital, paid-up 

        capital,
      profits, withholding, payroll, employment, unemployment, excise, severance,
      stamp, occupation, premium, real property, recording, personal property, federal
      highway use, 

        commercial
      rent, environmental (including, but not limited to, taxes under Section 59A
      of
      the Code) or windfall profit tax, custom, duty or other tax, governmental fee
      or
      other like 

        assessment
      or
      charge of any kind whatsoever, together with any interest, penalties or
      additions to tax with respect to any of the foregoing; and “Tax” means any of
      the foregoing 

        Taxes.

     

    1.77  “Tax
      Group” means any federal, state, local or foreign consolidated, affiliated,
      combined, unitary or other similar group of which the Acquiror is now or was
      formerly a member.

     

    1.78  “Tax
      Return” means any return, declaration, report, claim for refund or credit,
      information return, statement or other similar document filed with any
      Governmental Authority with 

        respect
      to
      Taxes, including any schedule or attachment thereto, and including any amendment
      thereof.

     

    1.79  “Transaction
      Documents” means, collectively, all agreements, instruments and other documents
      to be executed and delivered in connection with the transactions contemplated
      

        hereby,
      including the Voting Agreement, the Service Contracts and the PRC
      Agreement.

     

    1.80  “U.S.”
      means the United States of America.

     

    1.81  “U.S.
      person” has the meaning set forth in Regulation S under the Securities Act and
      set forth on Exhibit C hereto.

                        

                            1.82  “Voting
      Agreement” means the Voting Agreement, dated the Closing Date, by and among the
      Acquiror, the Acquiror Stockholder and the Shareholder, in substantially the
      form 

        attached
      hereto as Exhibit G.

     

                            1.83  “$”
      means
      United States dollars, the lawful currency of the United States.

     

                
 1.85  
“RMB”
      means Renminbi , the lawful currency of the People’s Republic of
      China.

     

    SECTION
      II  

     

    EXCHANGE
      OF SHARES AND SHARE CONSIDERATION

     

    2.1  Sale
      and Purchase of Shares.
      The
      Shareholder desires to transfer to, and the Acquiror desires to acquire from
      the
      Shareholder, the Shares of the Company for the consideration and on the terms
      set forth in this Agreement. Subject to Section 2.2, the aggregate consideration
      for the Shares acquired by the Acquiror pursuant to this Agreement will be
      shares representing 28.68% of the Acquiror’s Common Stock to be issued to the
      Shareholder; and (ii) payment in the aggregate amount of US$3,785,000 in cash
      (the “Cash Payment”) to the Shareholder payable in two tranches. The first
      tranche, in the amount of US$3,500,000, shall be paid within five business
      days
      of the Closing Date, and the second tranche, in the amount of US$285,000, shall
      be paid within twelve (12) months of the Closing Date. The Cash Payment shall
      be
      made by wire transfer of immediately available funds in accordance with the
      Shareholder’s wire transfer instructions set forth in Exhibit I. 

     

    The
      Acquiror acknowledges that the Shareholder will transfer 8.68% of the shares
      of
      the Acquiror’s Common Stock to be issued to Shareholder by the Acquiror at
      Closing pursuant to the foregoing provisions of this Section 2.1 to the CMN
      Executives in consideration of CMN Executives entering into service contracts
      with Acquired Companies and to provide incentive and reward to the CMN
      Executives for their contribution to, and continuing efforts to promote the
      interests of, the Company, at such time after the Closing as the Shareholder
      shall deem desirable and appropriate, but in any event no later than December
      31, 2006. 

     

    2.2  Adjustments.
      If the
      Company’s audited combined net profit after tax and net of all minority
      interests for the year ended December 31, 2004 prepared in accordance with
      Hong
      Kong GAAP, as reflected in the relevant Company Audited Financial Statements
      (the “Net Profit”), is less than RMB10 million (the “Estimated Net Profit”), the
      number of Acquiror Shares to be issued to the Shareholder shall be adjusted
      in
      accordance with this Section 2.2. There shall be no adjustment in the number
      of
      Acquiror Shares issued to the Shareholder if the Net Profit is not less than
      RMB9 million under Hong Kong GAAP. In the event the actual Net Profit is less
      than RMB9 million under Hong Kong GAAP (the “Actual HK Net Profit”), the number
      of Acquiror Shares issued to the Shareholder shall be adjusted so that the
      Shareholder’s aggregate percentage ownership of the Acquiror Shares to be issued
      to it as originally contemplated by the terms of this Agreement shall
      be
      decreased by the same amount of the decrease in percentage from the Estimated
      Net Profit to the Actual HK Net Profit; provided, however, that in no event
      shall the Shareholder’s percentage ownership of the Acquiror Shares to be issued
      be decreased to less than 18.68%.. By way of example only, upon the consummation
      of this Agreement, the Shareholder shall own 28.68% of the Acquiror. If Actual
      HK Net Profit is RMB8 million, which is 20% less than the Estimated Net Profit,
      the number of Acquiror Shares issued to the Shareholder shall be reduced so
      that
      their percentage ownership of the Acquiror upon consummation of this Agreement
      shall be 22.94%
      of the
      Acquiror, representing 20% reduction of the Acquiror Shares to be issued to
      the
      Shareholder less
      than
      what was originally contemplated by the terms of this Agreement. 

     

    2.3  Withholding.
      The
      Acquiror shall be entitled to deduct and withhold from the Acquiror Shares
      otherwise payable pursuant to this Agreement to any holder of Shares such
      amounts as it is required to deduct and withhold with respect to the making
      of
      such payment under the Code or any provision of state, local, provincial or
      foreign Tax Law. To the extent that amounts are so withheld, such withheld
      amounts shall be treated for all purposes of this Agreement as having been
      paid
      to the holder of Shares in respect of which such deduction and withholding
      was
      made.

     

    2.4  Directors
      of Acquiror at Closing.
      Simultaneous with the Closing of the transactions contemplated by this
      Agreement, the Company Nominees shall be appointed to the Acquiror Board. From
      and after the Closing Date, the Acquiror Stockholders and the Company shall
      have
      the right, pursuant to the terms of the Voting Agreement, to designate Acquiror
      Nominees and Company Nominees, respectively, to serve on the Acquiror Board
      for
      a period of two (2) years. 

     

    SECTION
      III  

     

    CLOSING

     

    3.1  Closing.
      The
      closing (the “Closing”) of the sale and purchase of the Shares will occur at the
      offices of Loeb & Loeb, LLP, in New York, New York, on July 31, 2005 or at
      such later date as all of the closing conditions set forth in Sections 10 and
      11
      have been satisfied or waived (the “Closing Date”). At the Closing the
      Shareholder will deliver to the Acquiror certificate(s) evidencing the Shares,
      along with executed stock powers transferring the Shares to the Acquiror,
      against delivery by the Acquiror to the Shareholder of certificates evidencing
      the Acquiror Shares, and a wire transfer of the Cash Payment to the
      Shareholder.

     

    SECTION
      IV  

     

    REPRESENTATIONS
      AND WARRANTIES OF THE SHAREHOLDER AND CMN MANAGEMENT 

     

    4.1  Generally.
      The
      Shareholder, each member of CMN Management, severally and not jointly, hereby
      represents and warrants to the Acquiror 

     

    4.1.1  Authority.
      The
      Shareholder and each member of CMN Management
      have the right, power, authority and capacity to execute and deliver this
      Agreement and each of the Transaction Documents, to which they are a party,
      to
      consummate the transactions contemplated by this Agreement and each of the
      Transaction Documents, to which they are a party, and to perform its obligations
      under this Agreement and each of the Transaction Documents, to which they are
      a
      party. This Agreement has been, and each of the Transaction Documents will
      be,
      duly and validly authorized and approved, executed and delivered by each member
      of CMN Management. This Agreement has been, and each of the Transaction
      Documents will be, upon the approval of the shareholders of HC International,
      Inc. as required under Section 10 hereof, duly and validly authorized and
      approved, executed and delivered by the Shareholder. Assuming this Agreement
      and
      the Transaction Documents have been duly and validly authorized, executed and
      delivered by the parties thereto other than the Shareholder and each member
      of
      CMN Management,
      this
      Agreement is, and as of the Closing each of the Transaction Documents, to which
      they are a party, will have been, duly authorized, executed and delivered by
      the
      Shareholder and each member of CMN Management and constitute or will constitute
      the legal, valid and binding obligation of the Shareholder and each member
      of
      CMN Management, enforceable against the Shareholder and each member of CMN
      Management in accordance with their respective terms, except as such enforcement
      is limited by general equitable principles, or by bankruptcy, insolvency and
      other similar Laws affecting the enforcement of creditors rights
      generally.

     

    4.1.2  No
      Conflict.
      Neither
      the execution or delivery by the Shareholder and CMN Management of this
      Agreement or any Transaction Document, to which they are a party, nor the
      consummation or performance by the Shareholder and CMN Management of the
      transactions contemplated hereby or thereby will, directly or indirectly, (a)
      contravene, conflict with, or result in a violation of any provision of the
      Organizational Documents of the Shareholder; (b) contravene, conflict with,
      constitute a default (or an event or condition which, with notice or lapse
      of
      time or both, would constitute a default) under, or result in the termination
      or
      acceleration of, any agreement or instrument to which the Shareholder or any
      member of CMN Management is a party or by which the properties or assets of
      the
      Shareholder or any member of CMN Management; or (c) contravene, conflict with,
      or result in a violation of, any Law or Order to which the Shareholder or any
      member of CMN Management,
      or any of the properties or assets of the Shareholder or any member of CMN
      Management, may be subject.

     

    4.1.3  Ownership
      of Shares.
      The
      Shareholder owns, of record and beneficially, and has good, valid and
      indefeasible title to and the right to transfer to the Acquiror pursuant to
      this
      Agreement, the Shares free and clear of any and all Liens. Other than the
      Organizational Documents, there are no options, rights, voting trusts,
      stockholder agreements or any other contracts or understandings to which the
      Shareholder is a party or by which the Shareholder or the Shares are bound
      with
      respect to the issuance, sale, transfer, voting or registration of the Shares.
      At the Closing, the Acquiror will acquire good, valid and marketable title
      to
      the Shares free and clear of any and all Liens.

     

    4.1.4  Litigation.
      There
      is no pending Proceeding against the Shareholder or any member of CMN
      Management, as the case may be, that challenges, or may have the effect of
      preventing, delaying or making illegal, or otherwise interfering with, any
      of
      the transactions contemplated by this Agreement and, to the knowledge of the
      Shareholder or any member of CMN Management as the case may be, no such
      Proceeding has been threatened, and no event or circumstance exists that is
      reasonably likely to give rise to or serve as a basis for the commencement
      of
      any such Proceeding.

     

    4.1.5  No
      Brokers or Finders.
      Except
      as disclosed in the Company Disclosure Schedule no Person has, or as a result
      of
      the transactions contemplated herein will have, any right or valid claim against
      the Shareholder or any member of CMN Management, as the case may be, for any
      commission, fee or other compensation as a finder or broker, or in any similar
      capacity, and the Shareholder or any member of CMN Management, as the case
      may
      be, will indemnify and hold the Acquiror harmless against any liability or
      expense arising out of, or in connection with, any such claim.

     

    4.2  Investment
      Representations.
      The
      Shareholder hereby represents and warrants to the Acquiror:

     

    4.2.1  Acknowledgment.
      The
      Shareholder understands and agrees that the Acquiror Shares have not been
      registered under the Securities Act or the securities laws of any state of
      the
      U.S. and that the issuance of the Acquiror Shares is being effected in reliance
      upon an exemption from registration afforded either under Section 4(2) of the
      Securities Act for transactions by an issuer not involving a public offering
      or
      Regulation S for offers and sales of securities outside the U.S.

     

    4.2.2  Status.
      By its
      execution of this Agreement, the Shareholder represents and warrants to the
      Acquiror as indicated on its signature page to this Agreement, either
      that:

     

    (a)  it
      is an
      Accredited Investor; or

     

    (b)  it
      is not
      a U.S. person.

     

    The
      Shareholder understands that the Acquiror Shares are being offered and sold
      to
      the Shareholder in reliance upon the truth and accuracy of the representations,
      warranties, agreements, acknowledgments and understandings of the Shareholder
      set forth in this Agreement, in order that the Acquiror may determine the
      applicability and availability of the exemptions from registration of the
      Acquiror Shares on which the Acquiror is relying.

     

    4.2.3  Additional
      Representations and Warranties of Accredited Investors.
      If the
      Shareholder indicates that it is an Accredited Investor on its signature page
      to
      this Agreement it further makes the representations and warranties to the
      Acquiror set forth on Exhibit D.

     

    4.2.4  Additional
      Representations and Warranties of Non-U.S. Persons.
      If the
      Shareholder indicates that it is not a U.S. person on its signature page to
      this
      Agreement, it further makes the representations and warranties to the Acquiror
      set forth on Exhibit E.

     

    4.2.5  Stock
      Legends.
      The
      Shareholder hereby agrees with the Acquiror as follows:

     

    (a)  Securities
      Act Legend - Accredited Investors.
      If the
      Shareholder indicates that it qualifies as an Accredited Investor the
      certificates evidencing the Acquiror Shares, and each certificate issued in
      transfer thereof, will bear the following legend:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND
      NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
      ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
      LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN
      WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY
      AN
      OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO
      THE
      COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
      OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
      APPLICABLE STATE SECURITIES LAWS.

     

    (b)  Securities
      Act Legend - Non-U.S. Persons.
      If the
      Shareholder indicates that it qualifies as a non-U.S. person, the certificates
      evidencing the Acquiror Shares, and each certificate issued in transfer thereof,
      will bear the following legend:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND
      NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
      ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS
      OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION
      OF
      COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY,
      THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED (2) PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE
      SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN
      WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY
      AN
      OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO
      THE
      COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
      OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
      APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE SECURITIES ACT.

     

    (c)  Other
      Legends.
      The
      certificates representing such Acquiror Shares, and each certificate issued
      in
      transfer thereof, will also bear any other legend required under any applicable
      Law, including, without limitation, any U.S. state corporate and state
      securities law, or contract.

     

    (d)  Restriction
      on Disposal of Acquiror Shares.
      (i) For
      a period of 12 months after the Closing (the “Lock-Up Period”), the
      Shareholder and
      the
      Acquiror Stockholder shall not, without the prior written consent of the
      Acquiror Board, directly or indirectly transfer, sell, gift, exchange, assign,
      pledge or otherwise encumber or dispose of their respective shares of Acquiror
      Common Stock, or enter into any Hedging Transaction (each of the foregoing
      referred to as a “Disposition”). The foregoing restriction is intended to
      preclude the Shareholder and the Acquiror Stockholder from engaging in any
      Hedging Transaction, which is designed to or is reasonably expected to lead
      to
      or result in a Disposition during the Lock-Up Period even if such shares of
      Acquiror Common Stock would be disposed of by someone other than the Shareholder
      , or the Acquiror Stockholder. The above restriction on disposal of Acquiror
      Shares shall not apply to the transfer by the Shareholder to the CMN Executives
      of the 8.68% shares of the Acquiror Common Stock as described in Section 2.1
      of
      this Agreement, provided that, the Shareholder shall (i) make the
      representations required by the provisions of Sections 4.2.1 through 4.2.4
      and
      (ii) procure the agreement of each member of the CMN Executives to be bound
      by
      the provisions of Section 4.2.5 and any other restrictions on transferability
      set forth in Exhibits D and E after he/she become a stakeholder of the
      Acquiror.

     

    


     

    (ii)  Notwithstanding
      the foregoing, the Shareholder and the Acquiror Stockholder, with the prior
      written approval of the Acquiror Board, may engage in a Disposition of their
      respective shares of Acquiror Common Stock during the Lock-Up Period;
provided,
      that,
      such
      Disposition of their respective shares of Acquiror Common Stock is made in
      a
      private resale to a bona fide investor, who is an Accredited Investor or not
      a
      U.S. Person in reliance upon the exemption from registration of their respective
      shares of Acquiror Common Stock afforded either under Section 4(2) of the
      Securities Act, or Regulation S. Each of the Shareholder and the Acquiror
      Stockholder represent and warrant to the other party that in the case of an
      approved Disposition of their respective shares of Acquiror Common Stock, the
      Shareholder and/or
      the Acquiror Stockholder, as the case may be, shall obtain appropriate
      representations and warranties of the purchaser with respect to such purchaser’s
      investment intent and its status as an accredited investor or a non-U.S. Person,
      and its agreement to be bound by the provisions of Section 4.2.5(d) of this
      Agreement.

     

    (iii)  The
      Shareholder and the Acquiror Stockholder individually covenant and agree that
      upon the expiration of the Lock-Up Period they shall not engage in a
      Disposition, without the prior written approval of the Acquiror Board, of more
      than 5% of their respective shares of Acquiror Common Stock in any one trading
      day; provided,
      however,
      that
      any such
      Disposition of their respective shares of Acquiror Common Stock by the
      Shareholder and the Acquiror Stockholder shall remain at all times subject
      to
      applicable securities laws, including without limitation the resale restrictions
      imposed by Rule 144 of the Securities Act.

     

    (e)  Opinion.
      Neither
      the Shareholder nor the Acquiror Stockholder, will engage in a Disposition
      of
      any or all of their respective shares of Acquiror Common Stock pursuant to
      Regulation S, Regulation D or absent an effective registration statement under
      the Securities Act and applicable state securities law covering the disposition
      of their respective shares of Acquiror Common Stock, without first providing
      the
      Acquiror with an opinion of counsel (which counsel and opinion are reasonably
      satisfactory to the Acquiror) to the effect that such transfer will be made
      in
      compliance with Regulation S, or Regulation D, as applicable, or will be exempt
      from the registration and the prospectus delivery requirements of the Securities
      Act and the registration or qualification requirements of any applicable U.S.
      state securities laws.

     

    (f)  Consent.
      The
      Shareholder and the Acquiror Stockholder understand and acknowledge that the
      Acquiror may refuse to transfer their respective shares of Acquiror Common
      Stock, unless the Shareholder and the Acquiror Stockholder comply with this
      Section 4.2.5 and any other restrictions on transferability set forth in
      Exhibits D and E. The Shareholder and
      the
      Acquiror Stockholder consent to the Acquiror making a notation on its records
      or
      giving instructions to any transfer agent of their respective shares of Acquiror
      Common Stock in order to implement the restrictions on transfer of the Acquiror
      Shares.

     

    (h) Resales
      under Rule 144.
      The
      parties hereto acknowledge and understand that pursuant to the Securities Act
      and Rule 144, promulgated thereunder, for a period of one year after the Closing
      of the transactions, the Acquiror Stockholder and the Shareholder are not
      permitted to engage in the public resale of shares of Acquiror Common Stock,
      unless such shares have been registered on a registration statement filed under
      the Securities Act. Upon the expiration of such one year period, such shares
      may
      be re-sold subject to applicable securities laws, including without limitation
      the resale restrictions imposed by Rule 144 of the Securities Act

     

    SECTION
      V  

     

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    The
      Shareholder and each member of CMN Management, severally and not jointly,
      represent and warrant to the Acquiror on behalf of the Company, as
      follows:

     

    5.1  Organization
      and Qualification.
      (a)
      Each of the Acquired Companies is duly organized, validly existing and in good
      standing under the laws of its jurisdiction of organization, has all requisite
      authority and power (corporate and other), governmental licenses,
      authorizations, consents and approvals to carry on its business as presently
      conducted and to own, hold and operate its properties and assets as now owned,
      held and operated by it, except where the failure to be so organized, existing
      and in good standing or to have such authority and power, governmental licenses,
      authorizations, consents or approvals would not have a Material Adverse Effect.
      Each of the Acquired Companies is duly qualified, licensed or domesticated
      as a
      foreign corporation in good standing in each jurisdiction wherein the nature
      of
      its activities or its properties owned, held or operated makes such
      qualification, licensing or domestication necessary, except where the failure
      to
      be so duly qualified, licensed or domesticated and in good standing would not
      have a Material Adverse Effect. The Company Disclosure Schedule sets forth
      a
      true, complete and correct list of each Acquired Company’s jurisdiction of
      organization and each other jurisdiction in which such Acquired Company
      presently conducts its business or owns, holds and operates its properties
      and
      assets.

     

    (b)
      As of
      the completion of the Restructuring, (i) Huamei Information and the Company
      Subsidiaries shall be duly organized, validly existing and in good standing
      as
      joint venture companies under the laws of the People’s Republic of China, and
      shall have all requisite authority and power (corporate and other), governmental
      licenses, authorizations, consents and approvals to carry on their respective
      businesses as presently conducted and to own, hold and operate its properties
      and assets as well as its Company Subsidiaries as now owned, held and operated
      by it, except where the failure to be so organized, existing and in good
      standing or to have such authority and power, governmental licenses,
      authorizations, consents or approvals would not have a Material Adverse Effect;
      (ii) all registered capital and other capital contributions regarding Huamei
      Information and the Company Subsidiaries shall have been duly paid up in
      accordance with the relevant PRC regulations and requirements and all necessary
      capital verification reports have been duly issued and not revoked.


    


     

    5.2  Subsidiaries.
      Except
      as required by the Restructuring, no Acquired Company owns, directly or
      indirectly, any equity or other ownership interest in any corporation,
      partnership, joint venture or other entity or enterprise.

     

    5.3  Organizational
      Documents.
      True,
      correct and complete copies of the Organizational Documents of each Acquired
      Company have been delivered to the Acquiror prior to the execution of this
      Agreement, and no action has been taken to amend or repeal such Organizational
      Documents. No Acquired Company is in violation or breach of any of the
      provisions of its Organizational Documents, except for such violations or
      breaches as, would not have a Material Adverse Effect. The Organizational
      Documents of the Acquired Companies are valid and subsisting and have been
      approved by all applicable Governmental Authorities, including, without
      limitation, the State Administration of Industry and Commerce of the PRC and
      the
      Ministry of Foreign Trade and Economic Corporation/Ministry of Commerce, or
      their respective delegated local authorities, which have jurisdiction over
      the
      registration of the Acquired Companies.

     

    5.4  Authorization.
      As of
      the completion of the Restructuring, the Company will have all requisite
      authority and power (corporate and other), governmental licenses,
      authorizations, consents and approvals to enter into this Agreement and each
      of
      the Transaction Documents to which the Company is a party, to consummate the
      transactions contemplated by this Agreement and each of the Transaction
      Documents to which the Company is a party and to perform its obligations under
      this Agreement and each of the Transaction Documents to which the Company is
      a
      party. The execution, delivery and performance by the Company of this Agreement
      and each of the Transaction Documents to which the Company is a party and the
      recording of the transfer of the Shares have been duly authorized by all
      necessary corporate action The execution, delivery and performance by the
      Company of this Agreement and each of the Transaction Documents to which the
      Company is a party and the recording of the transfer of the Shares requires
      no
      authorization, consent, approval, license, exemption of or filing or
      registration with any Governmental Authority or other Person other than (a)
      such
      filings and mailings required by Section 14(f) of the Exchange Act, Rule 14f-1
      promulgated thereunder and any other policy or requirement of the Commission
      imposed in connection therewith (including, without limitation, any requirement
      arising from any comments of the Commission occasioned by the filing of the
      Schedule 14(f) (the “Schedule 14(f) Filing”) and (b) such other customary
      filings with the Commission for transactions of the type contemplated by this
      Agreement. 

     

    5.5  No
      Violation.
      Neither
      the execution or delivery by the Company of this Agreement or any Transaction
      Document to which the Company is a party, the consummation or performance by
      the
      Company of the transactions contemplated hereby or thereby, nor the
      Restructuring will, directly or indirectly, (a) contravene, conflict with,
      or
      result in a violation of any provision of the Organizational Documents of any
      Acquired Company; (b) contravene, conflict with, constitute a default (or an
      event or condition which, with notice or lapse of time or both, would constitute
      a default) under, or result in the termination or acceleration of, or result
      in
      the imposition or creation of any Lien under, any agreement or instrument to
      which any Acquired Company is a party or by which the properties or assets
      of
      any Acquired Company are bound; (c) contravene, conflict with, or result in
      a
      violation of, any Law or Order to which any Acquired Company, or any of the
      properties or assets owned or used by any Acquired Company, may be subject;
      or
      (d) contravene, conflict with, or result in a violation of, the terms or
      requirements of, or give any Governmental Authority the right to revoke,
      withdraw, suspend, cancel, terminate or modify, any licenses, permits,
      authorizations, approvals, franchises or other rights held by any Acquired
      Company or that otherwise relate to the business of, or any of the properties
      or
      assets owned or used by, any Acquired Company, except, in the case of clause
      (b), (c) or (d), for any such contraventions, conflicts, violations, or other
      occurrences as would not have a Material Adverse Effect.

     

    5.6  Binding
      Obligations.
      Assuming this Agreement and the Transaction Documents have been duly and validly
      authorized, executed and delivered by the parties thereto other than the
      Company, this Agreement has been, and as of the Closing, each of the Transaction
      Documents to which the Company is a party will be, duly authorized, executed
      and
      delivered by the Company and constitutes or will constitute, as the case may
      be,
      the legal, valid and binding obligations of the Company, enforceable against
      the
      Company in accordance with their respective terms, except as such enforcement
      is
      limited by general equitable principles, or by bankruptcy, insolvency and other
      similar Laws affecting the enforcement of creditors rights
      generally.

     

    5.7  Capitalization
      and Related Matters.

     

    5.7.1  Capitalization.
      The
      Company has issued 50,000 shares which constitutes the Shares. There are no
      outstanding or authorized options, warrants, purchase agreements, participation
      agreements, subscription rights, conversion rights, exchange rights or other
      securities or contracts that could require the Company to issue, sell or
      otherwise cause to become outstanding any of its authorized but unissued shares
      of capital stock or any Equity Security or to create, authorize, issue, sell
      or
      otherwise cause to become outstanding any new class of capital stock. Other
      than
      the Organizational Documents of the Company, there are no outstanding
      stockholders’ agreements, voting trusts or arrangements, registration rights
      agreements or agreements containing registration rights, rights of first refusal
      or other contracts pertaining to the capital stock of the Company. The Shares
      are duly authorized, validly issued, fully paid and nonassessable and have
      not
      been issued in violation of any preemptive or similar rights of any Person
      or in
      violation of any Law.

     

    5.7.2  No
      Redemption Requirements.
      There
      are no outstanding contractual obligations (contingent or otherwise) of the
      Company to retire, repurchase, redeem or otherwise acquire any outstanding
      shares of capital stock of, or other ownership interests in, the Company or
      to
      provide funds to or make any investment (in the form of a loan, capital
      contribution or otherwise) in any other Person.

     

    5.7.3  Subsidiaries.
      The
      capitalization of each Company Subsidiary as of the completion of the
      Restructuring will be as set forth on Schedule 5.7.3 of the Company Disclosure
      Schedule. The issued and outstanding shares of capital stock of each Company
      Subsidiary set forth on such schedule have been duly authorized and are validly
      issued and outstanding, fully paid and non-assessable, and constitute all of
      the
      issued and outstanding capital stock of such Company Subsidiary. As of the
      Completion of the Restructuring, all registered capital and other capital
      contributions regarding the Acquired Companies have been duly paid up in
      accordance with the relevant PRC regulations and requirements and all necessary
      capital verification reports have been duly issued and not revoked or withdrawn.
      As of the completion of the Restructuring, the owners of the shares of each
      of
      the Company Subsidiaries set forth on Schedule 5.7.3 of the Company Disclosure
      Schedule own, and have good, valid and marketable title to, all shares of
      capital stock of such Company Subsidiaries, and all such equity transfers and
      change in shareholders of each Company Subsidiary as a result of the
      Restructuring shall have been duly registered with the appropriate
      Administration for Industry and Commerce, as required. As of the completion
      of
      the Restructuring, there will be no outstanding or authorized options, warrants,
      purchase agreements, participation agreements, subscription rights, conversion
      rights, exchange rights or other securities or contracts that could require
      any
      of the Company Subsidiaries to issue, sell or otherwise cause to become
      outstanding any of its respective authorized but unissued shares of capital
      stock or Equity Security, or to create, authorize, issue, sell or otherwise
      cause to become outstanding any new class of capital stock. Other than the
      Organizational Documents, as of the completion of the Restructuring, there
      will
      be no outstanding stockholders’ agreements, voting trusts or arrangements,
      registration rights agreements or agreements containing registration rights,
      rights of first refusal or other contracts pertaining to the capital stock
      of
      any of the Company Subsidiaries. None of the outstanding shares of capital
      stock
      of any of the Company Subsidiaries has been issued in violation of any rights
      of
      any Person or in violation of any Law.

     

    5.8  Financial
      Statements.
      (a)
      Attached as Schedule 5.8 to the Company Disclosure Schedules will be two sets
      of
      the Company’s and the Company Subsidiaries’ audited combined financial
      statements, including, in each case, the notes thereto (the “Company Audited
      Financial Statements”). The Company Audited Financial Statements (i) are in
      accordance with the books and records of the Acquired Companies; (ii) present
      fairly the financial condition and the results of operations, changes in
      stockholder’s equity and cash flow of the Acquired Companies for the periods
      therein specified; and (iii) one set shall have been prepared in accordance
      with
      Hong Kong GAAP for the year ended 31 December 2004 and the other set shall
      have
      been prepared in accordance with US GAAP for the two years ended 31 December
      2003 and 2004 applied on a consistent basis during the periods concerned. Also
      attached as Schedule 5.8 (as may be updated after the execution of this
      Agreement but prior to Closing) shall be such unaudited interim financial
      statements and such pro-forma combined financial statements as may be required
      pursuant to applicable SEC regulations (“Company Unaudited Financial
      Statements”). Specifically, but not by way of limitation, the Company audited
      balance sheets included in the Company Audited Financial Statements disclose
      all
      of the debts, liabilities and obligations of any nature (whether absolute,
      accrued, contingent or otherwise and whether due or to become due) of the
      Acquired Companies for the periods therein specified which must be disclosed
      on
      a balance sheet in accordance with US GAAP. The Company Audited Financial
      Statements and the Company Unaudited Financial Statements shall reflect the
      advertising and media network business segment undertaken by Shareholder prior
      to the establishment of the Company Subsidiaries. The Company Audited Financial
      Statements will fairly contain the costs associated with operating the Company
      Subsidiaries and will have such costs allocated as required under US GAAP and
      Hong Kong GAAP for “carve out” financial statements.

     

    (b)
      As at
      Closing, the Company’s unaudited management accounts prepared in accordance with
      Hong Kong GAAP, shall reflect that the Company Subsidiaries are indebted to
      the
      Shareholder in the amount of no more than RMB30 million (on a U.S. $ equivalent
      as of the Closing), including all payables due to the Shareholder and/or its
      affiliates. Such indebtedness shall exist as of the Closing.

     

    5.9  Shareholder.
      The
      Shareholder is the holder of 100% of the issued and outstanding shares of Common
      Stock of the Company. Except as expressly provided in this Agreement, no Person
      is entitled to any preemptive right, right of first refusal or similar right
      as
      a result of the sale and purchase of the Shares or otherwise. There is no voting
      trust, agreement or arrangement affecting the exercise of the voting rights
      of
      the Shares.

     

    5.10  Compliance
      with Laws.
      Except
      as disclosed in the Company Disclosure Schedule, (i) the business and operations
      of each Acquired Company have been and are being, (ii) as of the Restructuring
      the business and operations of each Acquired Company shall be, and (iii) the
      Restructuring shall have been conducted in accordance with all applicable Laws
      and Orders in all material respects, except where the failure to so conduct
      in
      accordance with all such applicable Laws and Orders would not have a Material
      Adverse Effect. No Acquired Company has received notice of any violation (or
      any
      Proceeding involving an allegation of any violation) of any applicable Law
      or
      Order by or affecting such Acquired Company and, to the knowledge of the
      Shareholder and CMN Management, no Proceeding involving an allegation of
      violation of any applicable Law or Order is threatened or contemplated. No
      Acquired Company is subject to any obligation or restriction of any kind or
      character, nor is there any event or circumstance relating to any Acquired
      Company that materially and adversely affects in any way its business,
      properties, assets or prospects or that prohibits the Company from entering
      into
      this Agreement or would prevent or make burdensome its performance of or
      compliance with all or any part of this Agreement or the consummation of the
      transactions contemplated hereby. 

     

    5.11  Certain
      Proceedings.
      There
      is no pending Proceeding that has been commenced against the Company, or any
      Company Subsidiary, and that challenges, or may have the effect of preventing,
      delaying, making illegal, or otherwise interfering with, any of the transactions
      contemplated by this Agreement, and to the knowledge of the Shareholder and
      CMN
      Management, no such Proceeding has been threatened.

     

    5.12  No
      Brokers or Finders.
      Except
      as disclosed in the Company Disclosure Schedule, no Person has, or as a result
      of the transactions contemplated herein will have, any right or valid claim
      against any Acquired Company for any commission, fee or other compensation
      as a
      finder or broker, or in any similar capacity, and the Shareholder will indemnify
      and hold the Acquiror harmless against any liability or expense arising out
      of,
      or in connection with, any such claim.

     

    5.13  Employees.

     

    5.13.1  Except
      as
      disclosed in the Company Disclosure Schedule,
      (a) each
      Acquired Company is in full compliance with all Laws regarding employment,
      wages, hours, benefits, the payment of Taxes, occupational safety and health,
      in
      all material respects, except where the failure to so comply with all such
      Laws
      would not have a Material Adverse Effect; and (b) no Acquired Company is liable
      for the payment of any compensation, including severance payments or other
      termination payments, damages, Taxes, fines, penalties or other amounts, however
      designated, for failure to comply with any of the foregoing Laws

     

    5.13.2  To
      the
      knowledge of the Shareholder and CMN Management , no Key Employee is a party
      to,
      or is otherwise bound by, any contract (including any confidentiality,
      non-competition or proprietary rights agreement) with any other Person that
      in
      any way adversely affects or will materially affect (a) the performance of
      his
      or her duties as a director, officer or employee of such Acquired Company or
      (b)
      the ability of such Acquired Company to conduct its business. 

     

    5.13.3  Each
      of
      the Key Employees and consultants to the Acquired Companies has executed and
      delivered to such Acquired Company a confidentiality and non-competition
      agreement and an employment agreement or consulting agreement, as the case
      may
      be. To the knowledge of the Shareholder and CMN Management, no Key Employee
      or
      consultant of any Acquired Company has excluded works or inventions made prior
      to his or her employment with such Acquired Company from his or her employment
      agreement or consulting agreement. As requested by the Acquiror, the Company
      has
      delivered to the Acquiror the form of each confidentiality and non-competition
      agreement, and the employment agreement, or consulting agreement. To the
      knowledge of the Shareholder and CMN Management, no Key Employee or consultant
      is in violation of his or her non-competition agreement, or employment
      agreement, or consulting agreement, as the case may be, and the Company will,
      and will cause each Acquired Subsidiary to, use its best efforts to prevent
      any
      such violation. 

     

    5.14  Litigation;
      Orders.
      Except
      as would not have a Material Adverse Effect on the operation of the Acquired
      Companies, (a) there is no Proceeding (whether federal, state, local or foreign)
      pending or, to the knowledge of the Shareholder and CMN Management, threatened
      against or affecting any Acquired Company or any Acquired Company’s properties,
      assets, business or employees and there is no fact that might result in or
      form
      the basis for any such Proceeding; and (b) no Acquired Company is subject to
      any
      Orders.

     

    5.15  Licenses.
      Each
      Acquired Company possesses from the appropriate Governmental Authority and
      as of
      the Restructuring will possess, all licenses, permits, authorizations,
      approvals, franchises and rights that are necessary for such Acquired Company
      to
      engage in its business as currently conducted and to permit such Acquired
      Company to own and use its properties and assets in the manner in which it
      currently owns and uses such properties and assets (collectively, “Company
      Permits”), except where the failure to possess all such licenses, permits,
      authorizations, approvals, franchises would not have a Material Adverse Effect.
      No Acquired Company has received notice from any Governmental Authority or
      other
      Person that there is lacking any license, permit, authorization, approval,
      franchise or right necessary for such Acquired Company to engage in its business
      as currently conducted and to permit such Acquired Company to own and use its
      properties and assets in the manner in which it currently owns and uses such
      properties and assets. The Company Permits are valid and in full force and
      effect. To the knowledge of the Shareholder and CMN Management, no event has
      occurred or, circumstance exists that may (with or without notice or lapse
      of
      time): (a) constitute or result, directly or indirectly, in a violation of
      or a
      failure to comply with any Company Permit; or (b) result, directly or
      indirectly, in the revocation, withdrawal, suspension, cancellation or
      termination of, or any modification to, any Company Permit. No Acquired Company
      has received notice from any Governmental Authority or any other Person
      regarding: (a) any actual, alleged, possible or potential contravention of
      any
      Company Permit; or (b) any actual, proposed, possible or potential revocation,
      withdrawal, suspension, cancellation, termination of, or modification to, any
      Company Permit. All applications required to have been filed for the renewal
      of
      such Company Permits have been duly filed on a timely basis with the appropriate
      Persons, and all other filings required to have been made with respect to such
      Company Permits have been duly made on a timely basis with the appropriate
      Person, except where the failure to so make such filings would not have a
      Material Adverse Effect. All Company Permits are renewable by their terms or
      in
      the ordinary course of business without the need to comply with any special
      qualification procedures or to pay any amounts other than routine fees or
      similar charges, all of which, to the extent due, have been duly paid. In
      particular,

     

    


    1. All
      land
      premiums, levies, charges, duties, taxes and imposts payable by the Company
      Subsidiaries in respect of the Company Permits have been duly paid and no amount
      is due or payable by any Company Subsidiaries in respect of the Company
      Permits;

    


    2. All
      the
      necessary licenses, permits, consents and approvals for the user of the Company
      Permits as they are being used by the Company Subsidiaries have been duly
      obtained and are in full force, validity and effect; and

    


    3. The
      Company Permits are used by the Company Subsidiaries for legal purposes and
      the
      Company Subsidiaries have not violated any law of the PRC relating to such
      Company Permits,


                    except
      where the
      failure to so pay any such land premiums, levies, charges, duties, taxes and
      imposts, to so obtain such licenses, permits, consents and approvals, or to
      so
      comply with 

                    such
      laws of  the PRC would not
      have a Material
      Adverse Effect.

     

    5.16  Interested
      Party Transactions.
      Except
      as disclosed in the Company Disclosure Schedule no officer, director, or
      beneficial holder of 5% or more of the stock of any Acquired 

        Company or
      any
      Affiliate or “associate” (as such term is defined in Rule 405 of the Commission
      under the Securities Act) of any such Person has or has had, either directly
      or


        indirectly, (1)
      an interest
      in any Person which (a) furnishes or sells services or products which are
      furnished or sold or are proposed to be furnished or sold by any Acquired
      Company, 

        or
      (b)
      purchases from or sells
      or
      furnishes to, or proposes to purchase from, sell to or furnish any Acquired
      Company any goods or services; or (2) a beneficial interest in any 

        contract or
      agreement to which any Acquired
      Company is a party or by which it may be bound or affected. 

     

    5.17  Title
      to and Condition of Properties.
      Neither
      the Company nor any of the Acquired Companies owns any real property. Each
      Acquired Company holds under valid leases or other 

        rights
      to use
      all real property, plants, machinery, equipment and other personal property
      necessary for the conduct of its business as presently conducted, free and
      clear
      of all Liens, 

        except
      Permitted Liens, except where the failure to hold any such valid lease would
      not
      have a Material Adverse Effect. With respect to any and all sub-leases of office
      space by any 

        Company
      Subsidiary, each such sub-lease has been properly authorized and consented
      to as
      required in such master lease agreement and is currently valid and in full
      force
      and effect. 

        The
      material
      buildings, plants, machinery and equipment necessary for the conduct of the
      business of each Acquired Company as presently conducted are structurally sound,
      are in 

        good
      operating condition and repair and are adequate for the uses to which they
      are
      being put, and none of such buildings, plants, machinery or equipment is in
      need
      of maintenance or 

        repairs,
      except for ordinary, routine maintenance and repairs that are not material
      in
      nature or cost. The buildings, plants, machinery, equipment and other personal
      property of the 

        Acquired
      Companies are sufficient for the conduct of the Acquired Companies’ businesses
      at Closing.

     

    5.18  Board
      Recommendation; Shareholder Approval.
      The
      Company Board, at a meeting duly called and held, by the vote of at least a
      quorum present, has determined that this Agreement 

        and
      the
      transactions contemplated by this Agreement, are advisable and in the best
      interests of the Shareholder and the Company. On or prior to the Closing Date,
      the Shareholder, by 

        written
      consent, shall have approved this Agreement and the transactions contemplated
      by
      this Agreement.

     

    5.19  Absence
      of Undisclosed Liabilities.
      No
      Acquired Company has any debt, obligation or liability, which would have a
      Material Adverse Effect, that has not been disclosed on the 

        Company
      Balance Sheet.

     

    5.20  Changes.
      Except
      as set forth in the Company Disclosure Schedule or as required by the
      Restructuring, no Acquired Company has, since December 31, 2004:

     

    5.20.1  Ordinary
      Course of Business.
      Conducted its business or entered into any transaction other than in the usual
      and ordinary course of business, except for this Agreement.

     

    5.20.2  Adverse
      Changes.
      Suffered or experienced any change in, or affecting, its condition (financial
      or
      otherwise), properties, assets, liabilities, business, operations, results
      of
      operations or prospects 

         other
      than changes, events or
      conditions in the usual and ordinary course of its business, none of which
      would
      have a Material Adverse Effect;

     

    5.20.3  Loans.
      Made
      any loans or advances to any Person other than travel advances and reimbursement
      of expenses made to employees, officers and directors in the ordinary course
      of
      business;

     

    5.20.4  Liens.
      Created
      or permitted to exist any Lien on any material property or asset of the Acquired
      Companies, other than Permitted Liens;

     

    5.20.5  Capital
      Stock.
      Issued,
      sold, disposed of or encumbered, or authorized the issuance, sale, disposition
      or encumbrance of, or granted or issued any option to acquire any shares of
      its
      capital stock 

        or
      any other
      of its securities or any Equity Security, or altered the term of any of its
      outstanding securities or made any change in its outstanding shares of capital
      stock or its capitalization, whether 

        by
      reason of
      reclassification, recapitalization, stock split, combination, exchange or
      readjustment of shares, stock dividend or otherwise;

     

    5.20.6  Dividends.
      Declared, set aside, made or paid any dividend or other distribution to any
      of
      its stockholders;

     

    5.20.7  Employees.
      Materially increased the compensation or other remuneration or benefits payable
      or to become payable to any of its directors, executive officers or employees,
      except for increases in 

        the
      ordinary
      course of business, or entered into any employment, severance or similar
      contracts with any of the foregoing;

     

    5.20.8  Company
      Benefit Plans.
      Adopted, amended or increased the payments to or benefits under any Company
      Benefit Plan;

     

    5.20.9  Material
      Company Contracts.
      Terminated, modified, failed to renew or extend the term of any Material Company
      Contract;

     

    5.20.10  Claims.
      Released, waived or cancelled any claims or rights relating to or affecting
      such
      Acquired Company in excess of $100,000 in the aggregate or instituted or settled
      any Proceeding involving 

        in
      excess of
      $100,000 in the aggregate;

     

    5.20.11  Discharged
      Liabilities.
      Paid,
      discharged or satisfied any claim, obligation or liability in excess of $100,000
      in the aggregate, except for liabilities incurred prior to the date of this
      Agreement in the 

        ordinary
      course of business;

     

    5.20.12  Indebtedness.
      Created, incurred, assumed or otherwise become liable for any Indebtedness
      in
      excess of $100,000 in the aggregate;

     

    5.20.13  Guarantees.
      Guaranteed or endorsed in a material amount any obligation or net worth of
      any
      Person;

     

    5.20.14  Acquisitions.
      Acquired the capital stock or other securities or any ownership interest in,
      or
      substantially all of the assets of, any other Person;

     

    5.20.15  Accounting.
      Changed
      its method of accounting or the accounting principles or practices utilized
      in
      the preparation of its financial statements, other than as required by
      GAAP;

     

    5.20.16  Intellectual
      Property.
      Granted
      any license, sublicense or other rights of use with respect to any Intellectual
      Property of the Acquired Companies.

     

    5.20.17  Agreements.
      Entered
      any agreement, or otherwise obligated itself, to do any of the
      foregoing.

     

    5.21  Material
      Company Contracts.
      

     

    5.21.1  The
      Company has made available to the Acquiror, prior to the date of this Agreement,
      true, correct and complete copies of each written Material Company Contract,
      including each amendment, supplement and modification relating thereto. A list
      of each such Material Company Contract is set forth on Schedule 5.21.1 to the
      Company Disclosure Schedule, including, without limitation, a list of each
      Advertising Agency Contract to which a Company Subsidiary is a party. Each
      Material Company Contract is a valid and binding agreement of the Acquired
      Company that is party thereto, and is in full force and effect. 

     

    5.21.2  As
      of the
      Restructuring, (a) no Acquired Company will be in breach or default of any
      Material Company Contract to which it is a party and, no other party to any
      Material Company Contract will be in breach or default thereof in any material
      respect; (b) no event will have occurred or circumstance will exist that (with
      or without notice or lapse of time), would (i) contravene, conflict with or
      result in a violation or breach of, or become a default or event of default
      under, any provision of any Material Company Contract or (ii) permit any
      Acquired Company or any other Person the right to declare a default or exercise
      any remedy under, or to accelerate the maturity or performance of, or to cancel,
      terminate or modify any Material Company Contract.; (c) no Acquired Company
      has
      received notice of the pending or threatened cancellation, revocation or
      termination of any Material Company Contract to which it is a party; and (d)
      there are no renegotiations of, or attempts to renegotiate, or outstanding
      rights to renegotiate any material terms of any Material Company
      Contract.

     

    5.22  Tax
      Matters.
      

     

    5.22.1  
      (a) All
      material Tax Returns required to be filed by or on behalf of the Acquired
      Companies have been timely filed and all such Tax Returns were (at the time
      they
      were filed) and are true, correct and complete in all material respects; (b)
      all
      material Taxes of each Acquired Company (whether or not reflected on any Tax
      Return) have been fully and timely paid, except those Taxes which are presently
      being contested in good faith or for which an adequate reserve for the payment
      of such Taxes has been established on the Company Balance Sheet; (c) no waivers
      of statutes of limitation have been given or requested with respect to any
      Acquired Company in connection with any material Tax Returns covering such
      Acquired Company or with respect to any Taxes payable by it; (d) no Governmental
      Authority in a jurisdiction where an Acquired Company does not file Tax Returns
      has made a claim, assertion or threat to such Acquired Company that such
      Acquired Company is or may be subject to taxation by such jurisdiction; (e)
      each
      Acquired Company has duly and timely collected or withheld, and paid over and
      reported to the appropriate Governmental Authority all amounts required to
      be so
      collected or withheld and paid over for all periods under all applicable Laws,
      except where the failure to so collect or withhold would not have a Material
      Adverse Effect(f) there are no Liens with respect to Taxes on any Acquired
      Company’s property or assets other than Permitted Liens; (g) there are no Tax
      rulings, requests for rulings, or closing agreements relating to any Acquired
      Company for any period (or portion of a period) that would affect any period
      after the date hereof; and (h) any adjustment of Taxes of an Acquired Company
      made by a Governmental Authority in any examination that such Acquired Company
      is required to report to the appropriate state, local or foreign taxing
      authorities has been reported, and any additional Taxes due with respect thereto
      have been paid.

     

    5.22.2  No
      Acquired Company is, or has ever been, a controlled foreign corporation, as
      that
      term is defined in Section 957 of the Code and the Treasury Regulations
      promulgated thereunder. 

     

    5.22.3  There
      is
      no pending Proceeding with respect to any Taxes of the Acquired Companies,
      nor,
      to the knowledge of the Shareholder and CMN Management, is any such Proceeding
      threatened. The 

        Company
      has
      made available to the Acquiror, prior to the date of this Agreement, true,
      correct and complete copies of all material Tax Returns, examination reports
      and
      statements of deficiencies 

        assessed
      or
      asserted against or agreed to by the Acquired Companies since their inception
      and any and all correspondence with respect to the foregoing.

     

    5.22.4  The
      Company is not a party to any Tax allocation or sharing agreement.

     

    5.22.5  Each
      Company Subsidiary has duly obtained required state and local tax registration
      certificates. Each such certificate is valid and in full force and
      effect.

     

    5.23  Material
      Assets.
      The
      Company Audited Financial Statements reflect, the material assets owned or
      leased by each Acquired Company and necessary for the conduct of its business
      as
      presently conducted, and include all of the operating assets of the Acquired
      Companies. The Acquired Companies have, and will continue to have as of the
      completion of the Restructuring and upon consummation of the transactions
      contemplated by this Agreement, good and marketable title to, or a valid
      interest in, such assets, free and clear of all Liens, other than Permitted
      Liens. Such assets have been owned by the Company through the date reflected
      in
      the Company Audited Financial Statements, and have not been disposed of since
      the date of the Company Audited Financial Statements. As of the completion
      of
      the Restructuring, no Person other than the Acquiror will have any contract,
      right or option to purchase or acquire any of such properties or assets from
      the
      Acquired Companies. No Affiliate of any Acquired Company or the Shareholder
      owns
      or otherwise has any interest in or right to use any assets used or held for
      use
      in, or otherwise arising from or relating to, the business of the Acquired
      Companies. As of the completion of the Restructuring, all of the business,
      assets, rights and interests in relation to the advertising and media network
      business currently carried out by the Company Subsidiaries as of the date of
      signing this Agreement will be owned by the Acquired Companies.

     

    5.24  Insurance
      Coverage.
      None of
      the Acquired Companies maintain any insurance policy on their properties or
      assets.

     

    5.25  Intellectual
      Property.
      Except
      as disclosed in the Company Disclosure Schedule, (a) each Acquired Company
      owns,
      licenses or otherwise has the legal right to use all Intellectual Property
      for
      its business as currently conducted; and (b) there are no outstanding options,
      licenses or agreements of any kind relating to the foregoing, nor is any
      Acquired Company bound by or a party to any options, licenses or agreements
      of
      any kind with respect to the Intellectual Property of any other Person other
      than licenses or agreements arising from the purchase of “off the shelf” or
      standard products. Except as would not have a Material Adverse Effect, each
      Acquired Company’s Intellectual Property is in compliance will all applicable
      legal requirements in all material respects. No Intellectual Property of any
      Acquired Company has been or is now involved in any dispute, opposition,
      invalidation or cancellation proceeding, and to the knowledge of the Shareholder
      and CMN Management, no such action has been threatened. No Intellectual
      Property, wherever situated, of any Acquired Company, is infringed, or has
      been
      challenged or, to the knowledge of the Shareholder and CMN Management ,
      threatened in any way, and no Intellectual Property of any Acquired Company
      interferes with or is alleged to infringe or interfere with the Intellectual
      Property of any other Person. Except as would not have a Material Adverse
      Effect. No Acquired Company has taken any action that would result in the
      voiding or invalidation of any of its Intellectual Property. No Acquired Company
      is aware that any of its employees, officers or consultants is obligated under
      any contract (including licenses, covenants or commitments of any nature) or
      other agreement, or subject to any Order, that would interfere with their duties
      to the Acquired Companies or that would conflict with the business of the
      Acquired Companies as currently conducted. It is not necessary for any Acquired
      Company to utilize in its business any inventions, trade secrets or proprietary
      information of any of its officers, employees, consultants or persons it
      currently intends to hire made prior to their employment with any such Acquired
      Company, except for inventions, trade secrets or proprietary information that
      have been assigned to such Acquired Company.

     

    5.26  Employee
      Benefits.
      

     

    5.26.1  The
      Company has made available to the Acquiror, prior to the date of this Agreement,
      copies of each written Company Benefit Plan and any related agreements and
      other
      contracts.

     

    5.26.2  Except
      as
      disclosed in the Company Disclosure Schedule and would not have a Material
      Adverse Effect, (a) all Company Benefit Plans have been established, maintained
      and operated in accordance with their terms and the requirements of applicable
      Law, have been maintained in good standing with applicable Government
      Authorities in all material respects, and may by their terms be amended and/or
      terminated at any time to the greatest extent permitted by applicable Law;
      (b)
      all Company Subsidiaries have obtained social security registration in respect
      of its employees and have punctually paid all social security payments and
      made
      all social security filings as required by relevant laws and regulations of
      the
      People’s Republic of China in all material respects; (c) no Company Subsidiary
      has failed to implement, or make required contributions to its Company Benefit
      Plans as required by relevant PRC laws and local regulations; and (d) no Company
      Subsidiary has any outstanding administrative penalties and late payment
      interest for failure to form and contribute to such Company Benefit Plans.
      No
      event has occurred and, to the knowledge of the Shareholder and CMN Management,
      there does not now exist any condition or set of circumstances, that could
      subject any Acquired Company to any liability arising under any applicable
      Law,
      or under any indemnity agreement to which any Acquired Company is a party,
      excluding liability for benefit claims and funding obligations payable in the
      ordinary course. 

     

    5.26.3  Except
      as
      would not have a Material Adverse Effect, there are no outstanding or unpaid
      severance or employee-related obligations or amounts due to employees or former
      employees of any 

        Acquired
      Company.

     

    5.26.4  Neither
      the consummation of the transactions contemplated hereby alone, nor in
      combination with another event, with respect to each director, officer, employee
      and consultant of the Acquired Companies, will not result in (a) any payment
      (including, without limitation, severance, unemployment compensation or bonus
      payments) becoming due from any Acquired Company or under any Company Benefit
      Plan, (b) any increase in the amount of compensation or benefits payable to
      any
      such individual or (c) any acceleration of the vesting or timing of payment
      of
      benefits or compensation payable to any such individual. No Company Benefit
      Plan
      provides benefits or payments contingent upon, triggered by, or increased as
      a
      result of a change in the ownership or effective control of the
      Company.

     

    5.27  Receivables
      and Payables.
      All
      accounts and notes receivable of each Acquired Company as of the date hereof
      have arisen in the ordinary course of business, represent valid obligations
      to
      such Acquired Company arising from bona fide transactions in the ordinary course
      of business and, are not subject to claims or set-off or other defenses or
      counterclaims. All accounts and notes payable by each Acquired Company as of
      the
      date hereof arose in bona fide transactions in the ordinary course of business.
      All items which are required by the Hong Kong and US GAAP to be reflected as
      receivables and payables in the Company Audited Financial Statements and on
      the
      books and records of each Acquired Company are so reflected and have been
      recorded in accordance with GAAP in a manner consistent with past
      practice.

     

    5.28  Foreign
      Corrupt Practices Act.
      No
      Acquired Company, nor any director, officer, Key Employee, or other Person
      associated with or acting on behalf of any Acquired Company, has used any
      corporate funds for any unlawful contribution, gift, entertainment or other
      unlawful expense relating to political activity; made any direct or indirect
      unlawful payment to any Governmental Authority from corporate funds; or made
      any
      bribe, rebate, payoff, influence payment, kickback or other unlawful payment
      in
      connection with the operations of any Acquired Company. No Acquired Company,
      nor
      any director, officer or Key Employee of such Acquired Company has committed
      any
      acts or omissions which would constitute a breach of relevant PRC criminal
      laws,
      including but not limited to corruption laws.

     

    5.29  Money
      Laundering Laws.
      The
      operations of the Acquired Companies are and have been conducted at all times
      in
      compliance with laundering statutes in all applicable PRC jurisdictions, the
      rules and regulations thereunder and any related or similar rules, regulations
      or guidelines, issued, administered or enforced by any Governmental Authority
      (collectively, the “Money Laundering Laws”) and no Proceeding involving any
      Acquired Company with respect to the Money Laundering Laws is pending or, to
      the
      knowledge of the Shareholder and CMN Management, threatened.

     

    5.30  Governmental
      Inquiry.
      Neither
      the Company, nor any Acquired Company has received any material written
      inspection report, questionnaire, inquiry, demand or request for information
      

        from
      a
      Governmental Authority.

     

    5.31  Customers.
      Set
      forth in the Company Disclosure Schedules is a true, correct and complete list,
      for each of the three (3) years prior to the date hereof, of the Company’s top
      10 customers, based on the amount of the Company’s revenue generated from each
      such customer in each such year. All services necessary for the conduct of
      each
      Acquired Company’s business as presently conducted may be obtained from readily
      available alternate sources on terms and conditions comparable to those
      presently available to such Acquired Company. There exists no actual or, to
      the
      knowledge of the Shareholder and CMN Management threatened, termination,
      cancellation or material limitation of, or any material change in, the business
      relationship of any Acquired Company with any such customer or suppliers. There
      are no pending material disputes or controversies between any customer or
      supplier of any Acquired Company and such Acquired Company. No customer of
      any
      Acquired Company has any right to any credit or refund for products sold or
      services rendered or to be rendered by the Company pursuant to any contract
      or
      practice of the applicable Acquired Company other than pursuant to the normal
      course return policy of such Acquired Company. 

     

    SECTION
      VI  

     

    REPRESENTATIONS
      AND WARRANTIES OF THE ACQUIROR

     

    The
      Acquiror represents and warrants to the Shareholder, the Company and CMN
      Management as follows:

     

    6.1  Organization
      and Good Standing.

     

    6.1.1  The
      Acquiror is a corporation duly organized, validly existing, and in good standing
      under the laws of the State of Nevada, with full corporate power and authority
      to conduct its business as it is now being conducted, to own or use the
      properties and assets that it purports to own or use, and to perform all its
      obligations under applicable Contracts. The Acquiror is duly qualified to do
      business as a foreign corporation and is in good standing under the laws of
      each
      state or other jurisdiction where such qualification is required.

     

    6.1.2  The
      Acquiror has delivered to the Company and the Shareholder complete and correct
      copies of the Acquiror’s Organizational Documents as currently in effect, and
      such Organizational Documents have not been amended, corrected, restated or
      superseded in any way. The Acquiror is not in violation, nor has it taken any
      action in violation, of any provisions of its Organizational Documents. The
      Acquiror has delivered to the Company and the Shareholder minutes of all of
      The
      Acquiror’s board of directors and stockholders meetings, all of which are
      complete and accurate as of the date of this Agreement and as of the Closing
      Date.

     

    6.1.3  The
      Acquiror has delivered to the Company and the Shareholder complete and correct
      copies of the Organizational Documents of ABCI Holdings, Inc., a Delaware
      corporation (“ABCI”), as in effect as of the date of the merger between the
      Acquiror and ABCI (the “ABCI Merger”). ABCI took no action in violation of any
      provisions of its Organizational Documents in consummating either the ABCI
      Merger, or any transactions incident to the ABCI Merger. The Acquiror has
      delivered to the Company and the Shareholder minutes of all of ABCI’s board of
      directors and stockholders meetings, all of which were complete and accurate
      as
      of the date of the ABCI Merger.

     

    6.2  Authority;
      No Conflict.

     

    6.2.1  This
      Agreement constitutes the legal, valid, and binding obligation of the Acquiror,
      enforceable against the Acquiror in accordance with its terms. Upon the
      execution and delivery of this Agreement b this Agreement will constitute the
      legal, valid, and binding obligations of the Acquiror, enforceable against
      the
      Acquiror in accordance with their respective terms. The Acquiror has the
      absolute and unrestricted right, power, authority, and capacity to execute
      and
      deliver this Agreement and the Metaphor Closing Documents and to perform its
      obligations under this Agreement and the Metaphor Closing
      Documents.

     

    6.2.2  This
      Agreement constitutes the legal, valid, and binding obligation of the Acquiror,
      enforceable against the Acquiror in accordance with its terms. 

     

    6.2.3  Except
      as
      set forth in the Metaphor Disclosure Schedule, neither the execution and
      delivery of this Agreement nor the consummation or performance of the
      transactions contemplated by this 

        Agreement
      will, directly or indirectly (with or without notice or lapse of
      time):

     

    (a)  contravene,
      conflict with, or result in a violation of (A) any provision of the
      Organizational Documents of the Acquiror, or (B) any resolution adopted by
      the
      board of directors or the 

        stockholders
      of the Acquiror;

     

    (b)  contravene,
      conflict with, or result in a violation of, or give any Governmental Authority
      or other Person the right to challenge any of transactions contemplated by
      this
      Agreement or to 

        exercise
      any
      remedy or obtain any relief under, any legal requirement, Governmental
      Authorization, or any Order to which the Acquiror, or any of the assets owned
      or
      used by the Acquiror, 

        may
      be
      subject;

     

    (c)  cause
      the
      Acquiror to become subject to, or to become liable for the payment of, any
      Tax;

     

    (d)  cause
      any
      of the assets owned by the Acquiror to be reassessed or revalued by any taxing
      authority or other Governmental Authority;

     

    (e)  contravene,
      conflict with, or result in a violation or breach of any provision of, or give
      any Person the right to declare a default or exercise any remedy under, or
      to
      accelerate the maturity or 

        performance
      of, or to cancel, terminate, or modify, any Contract; or

     

    (f)  result
      in
      the imposition or creation of any Encumbrance upon or with respect to any of
      the
      assets owned or used by the Acquiror.

     

    6.2.4  Except
      as
      set forth in the Metaphor Disclosure Schedule, the Acquiror is not or will
      not
      be required to give any notice to or obtain any consent from any Person in
      connection with the execution 

        and
      delivery
      of this Agreement or the consummation or performance of any of the transactions
      contemplated herein.

     

    6.3  Capitalization;
      Shareholders.

     

    6.3.1  The
      authorized equity securities of the Acquiror consists of: (1) 100,000,000 shares
      of Acquiror Common Stock of which 509,705 shares are issued and outstanding,
      and
      (ii) 10,000,000 shares of preferred stock, none of which is issued or
      outstanding. All of the outstanding shares of Acquiror Common Stock have been
      duly authorized and validly issued and are fully paid and nonassessable. There
      are no outstanding or authorized options, warrants, purchase rights,
      subscription rights, conversion rights, exchange rights, or other contracts
      or
      commitments relating to the issuance, sale, or transfer of any Acquiror Common
      Stock or other securities of the Acquiror. None of the outstanding equity
      securities or other securities of the Acquiror was issued in violation of the
      Securities Act or any other legal requirement. The Acquiror does not own, or
      have any contract to acquire, any equity securities or other securities of
      any
      Person or any direct or indirect equity or ownership interest in any other
      business.

     

    6.3.2  The
      Acquiror has delivered to the Shareholder, and will update at Closing, a
      complete and correct list of all the shareholders of the Acquiror, including
      the
      number of shares of Acquiror Common Stock each shareholder owns. As of the
      date
      of this Agreement, as well as on the Closing Date, there are, and will be,
      at
      least 100 round-lot shareholders of the Acquiror. A “round-lot shareholder” is a
      shareholder owning at least 100 shares of the Acquiror.

     

    6.4  Financial
      Statements;
      Securities and Exchange Commission Filings.

     

    6.4.1  The
      Acquiror has made available to the Company and the Shareholder each statement,
      report, registration statement (with the prospectus in the form filed pursuant
      to Rule 424(b) of the Securities Act), definitive proxy statement, and other
      reports filed with the SEC by the Acquiror prior to the date of this Agreement,
      and will furnish to the Company and the Shareholder, at the time of filing
      with
      the SEC, true and complete copies of any additional documents filed with the
      SEC
      by the Acquiror after the date hereof and prior to the Closing (collectively,
      the "SEC Documents"). As of their respective filing dates, the SEC Documents
      complied in all material respects with the requirements of the Exchange Act
      and
      the Securities Act, and the rules promulgated thereunder, except as modified
      by
      subsequent reports. All documents required to be filed as exhibits to the SEC
      Documents have been so filed, and all material contracts so filed as exhibits
      are in full force and effect, except those which have expired in accordance
      with
      their terms, and neither the Acquiror nor any of its Affiliates is in material
      default thereof. None of the SEC Documents, as of their respective dates,
      contained any untrue statement of a material fact or omitted to state a material
      fact required to be stated therein or necessary in order to make the statements
      made therein, in light of the circumstances under which they were made, not
      misleading.

     

    6.4.2  The
      financial statements of the Acquiror, including the notes thereto, included
      in
      the SEC Documents (the "Acquiror Financial Statements") were complete and
      correct in all material respects as of their respective dates, complied as
      to
      form in all material respects with applicable accounting requirements and with
      the published rules and regulations of the SEC with respect thereto as of their
      respective dates, and have been prepared in accordance with GAAP and Regulation
      S-X (17 CFR Part 210), applied on a basis consistent throughout the periods
      indicated and consistent with each other (except as may be indicated in the
      notes thereto or, in the case of unaudited statements included in quarterly
      reports on Form 10-QSB, as permitted by Form 10-QSB of the SEC). The Acquiror
      Financial Statements and the Balance Sheet fairly present the financial
      condition and operating results of Acquiror at the dates and during the periods
      indicated therein (subject, in the case of unaudited statements, o normal
      year-end adjustments).Books
      and
      Records

     

    6.4.3  The
      books
      of account, minute books, stock record books, and other records of Acquiror,
      all
      of which have been made available to the Purchaser, are complete and correct
      and
      have been maintained in accordance with sound business practices and the
      requirements of Section 13(b)(2) of the Exchange Act, including the maintenance
      of an adequate system of internal controls. The minute book of Acquiror contains
      accurate and complete records of all meetings held of, and corporate action
      taken by, the stockholders, the boards of directors, and committees of the
      boards of directors of Acquiror, and no meeting of any such stockholders, board
      of directors, or committee has been held for which minutes have not been
      prepared and are not contained in such minute books. At the Closing, all of
      those books and records will be in the possession of Acquiror.

     

    6.5  Assets;
      Accounts Receivable.
      Except
      as set forth in the Metaphor Disclosure Schedule, Acquiror owns no direct or
      indirect interest in any properties or assets (whether real, personal, or mixed
      and whether tangible or intangible). All accounts receivable, if any, of
      Acquiror on the accounting records of Acquiror as of the Closing Date
      (collectively, the “Accounts Receivable”) represent or will represent valid
      obligations arising from the ordinary course of business. Unless paid prior
      to
      the Closing Date, the Accounts Receivable are or will be as of the Closing
      Date
      current and collectible net of the respective reserves shown on the accounting
      records of Acquiror as of the Closing Date (which reserves are adequate and
      calculated consistent with past practice). There is no contest, claim, or right
      of set-off under any Contract with any obligor of an Accounts Receivable
      relating to the amount or validity of such Accounts Receivable.

     

    6.6  No
      Undisclosed Liabilities;
      Liabilities as of the Closing Date.
      Acquiror
      has no liabilities or obligations of any nature (whether known or unknown and
      whether absolute, accrued, 

        contingent,
      or otherwise) except for liabilities or obligations reflected or reserved
      against in the Balance Sheet and current liabilities incurred in the ordinary
      course of business since the 

        date
      thereof.

     

    6.7  Taxes.

     

    6.7.1  
      Acquiror
      has filed or caused to be filed on a timely basis all Tax Returns that are
      or
      were required to be filed by or with respect to either of them, either
      separately or as a member of a group of corporations, pursuant to applicable
      Legal Requirements. Acquiror has delivered the Company and Shareholders copies
      of, and the Metaphor Disclosure Statement contains a complete and accurate
      list
      of, all such Tax Returns. Acquiror has paid, or made provision for the payment
      of, all Taxes that have or may have become due pursuant to those Tax Returns
      or
      otherwise, or pursuant to any assessment received by Acquiror, except such
      Taxes, if any, as are listed in the Metaphor Disclosure Schedule and are being
      contested in good faith and as to which adequate reserves (determined in
      accordance with GAAP) have been provided in the Metaphor Disclosure
      Statement.

     

    6.7.2  The
      United States federal and state income Tax Returns of Acquiror subject to such
      Taxes have not been audited by the IRS or relevant state tax authorities. Except
      as described in the Metaphor Disclosure Schedule, Acquiror has not given or
      been
      requested to give waivers or extensions (or is or would be subject to a waiver
      or extension given by any other Person) of any statute of limitations relating
      to the payment of Taxes of Acquiror, or for which Acquiror may be
      liable.

     

    6.7.3  The
      charges, accruals, and reserves with respect to Taxes on the respective books
      of
      Acquiror are adequate (determined in accordance with GAAP) and are at least
      equal to Acquiror’s liability for Taxes. There exists no proposed tax assessment
      against Acquiror. No consent to the application of Section 341(f)(2) of the
      IRC
      has been filed with respect to any property or assets held, acquired, or to
      be
      acquired by Acquiror. All Taxes that Acquiror is or was required to withhold
      or
      collect have been duly withheld or collected and, to the extent required, have
      been paid to the proper Governmental Authority or other Person.

     

    1.1.1  All
      Tax
      Returns filed by Acquiror are true, correct, and complete. There is no tax
      sharing agreement that will require any payment by Acquiror after the date
      of
      this Agreement. 

     

     

    6.7.4  

     

    1.1  No
      Material Adverse Change.
      Since
      the date of the Balance Sheet, there has not been any material adverse change
      in
      the business, operations, properties, prospects, assets, or 

        condition
      of
      Metaphor, and no event has occurred or circumstance exists that may result
      in
      such a material adverse change.

    6.8  

     

    6.9  Securities
      Laws.
      Assuming the accuracy of the representations and warranties of the Shareholder
      and each member of CMN Management contained in Section 4 and Exhibits D and
      E,
      the issuance of the Acquiror Shares pursuant to this Agreement are and will
      be
      (a) exempt from the registration and prospectus delivery requirements of the
      Securities Act, (b) have been registered or qualified (or are exempt from
      registration and qualification) under the registration permit or qualification
      requirements of all applicable state securities laws, and (c) accomplished
      in
      conformity with all other applicable federal and state securities
      laws.

     

    6.10  Employee
      Benefits;
      Labor Matters.

     

    6.10.1  Except
      as
      disclosed in the Metaphor Disclosure Schedule, neither Acquiror has never
      sponsored, maintained, or participated in any plan, program, policy, practice,
      contract, agreement or other arrangement providing for compensation, severance,
      termination pay, deferred compensation, performance awards, employee pension
      benefit plans, stock or stock-related awards, welfare benefits, fringe benefits
      or other employee benefits or remuneration of any kind, whether written,
      unwritten or otherwise, funded or unfunded, including each “employee benefit
      plan,” within the meaning of Section 3(3) of ERISA for the benefit of any
      employee. Except as set forth in the Metaphor Disclosure Schedule, Acquiror
      has
      no employees, consultants, or independent contractors. The Metaphor Disclosure
      Schedule sets forth any compensation, accrued time off, retention bonus, or
      transaction bonus payable to any employee, consultant, or independent contractor
      of Acquiror. 

     

    6.10.2  There
      are
      no collective bargaining agreements to which either Acquiror was a party or
      was
      subject to. Acquiror complied with all applicable then current laws respecting
      employment and 

        employment
      practices, terms and conditions of employment and wages and hour. Acquiror
      has
      not received written notice of any unfair labor practices complaint pending
      against them before the 

        National
      Labor Relations Board.

     

    6.11  Compliance
      With Legal Requirements; Governmental Authorizations.

     

    6.11.1  Except
      as
      set forth in the Metaphor Disclosure Schedule:

     

    (a)  
      Acquiror
      is, and Acquiror at all times since December 31, 1996 have been, in full
      compliance with each Legal Requirement that is or was applicable to them or
      to
      the conduct or operation of 

        their
      business or the ownership or use of any of their assets;

     

    (b)  no
      event
      has occurred or circumstance exists that (with or without notice or lapse of
      time):

     

    


    (A) may
      constitute or result in a violation by Acquiror of, or a failure on the part
      of
      Acquiror to comply with, any Legal Requirement; or 

     

    (B) may
      give
      rise to any obligation on the part of Acquiror to undertake, or to bear all
      or
      any portion of the cost of, any remedial action of any nature; and

     

     

    (c)  Acquiror
      has not received any notice or other communication (whether oral or written)
      from any Governmental Body or any other Person regarding:

     

    


    (A) any
      actual, alleged, possible, or potential violation of, or failure to comply
      with,
      any Legal Requirement or Government Authorization; or 

     

    (B) any
      actual, alleged, possible, or potential obligation on the part of Acquiror
      to
      undertake, or to bear all or any portion of the cost of, any remedial action
      of
      any nature.

     

     

    6.12  Legal
      Proceedings; Orders.

     

    6.12.1  There
      is
      no pending Proceeding: (i) that has been commenced by or against the Acquiror,
      or that otherwise relates to or may affect the business of, or any of the assets
      owned or used by, Acquiror; or (ii) that challenges, or that may have the effect
      of preventing, delaying, making illegal, or otherwise interfering with, any
      of
      the transactions contemplated by this Agreement. To the knowledge of Acquiror,
      (1) no such Proceeding has been Threatened, and (2) no event has occurred or
      circumstance exists that may give rise to or serve as a basis for the
      commencement of any such Proceeding.

     

    6.12.2  
      Acquiror
      is, and at all times Acquiror has been, in full compliance with all of the
      terms
      and requirements of each Order to which it, or any of the assets owned or used
      by it, is or has been subject.

     

    6.13  .No
      Brokers or Finders.
      Except
      as disclosed in the Metaphor Disclosure Schedules, no Person has, or as a result
      of the transactions contemplated herein will have, any right or valid claim
      against any Acquiror Company for any commission, fee or other compensation
      as a
      finder or broker, or in any similar capacity, and the Acquiror will indemnify
      and hold the Company harmless against any liability or expense arising out
      of,
      or in connection with, any such claim.

     

    6.14  Absence
      of Certain Changes and Events.
      Except
      as set forth in the Metaphor Disclosure Schedule, since December 31, 2004,
      Acquiror has conducted its business only in the Ordinary 

        Course
      of
      Business and there has not been any of the following:

     

    6.14.1  change
      in
      Acquiror’s authorized or issued capital stock; grant of any stock option or
      right to purchase shares of capital stock of Acquiror; issuance of any security
      convertible into such capital stock; grant of any registration rights; purchase,
      redemption, retirement, or other acquisition by Acquiror of any shares of any
      such capital stock; or declaration or payment of any dividend or other
      distribution or payment in respect of shares of capital stock;

     

    6.14.2  amendment
      to the Organizational Documents of Acquiror;

     

    6.14.3  payment
      or increase by Acquiror of any bonuses, salaries, or other compensation to
      any
      stockholder, director, officer, employee, or independent contractor, or entry
      into any employment, 

        severance,
      or
      similar Contract with any director, officer, employee, or independent
      contractor;

     

    6.14.4  damage
      to
      or destruction or loss of any asset or property of Acquiror, whether or not
      covered by insurance, materially and adversely affecting the properties, assets,
      business, financial condition, 

        or
      prospects
      of Acquiror, taken as a whole;

     

    6.14.5  entry
      into, termination of, or receipt of notice of termination of any Contract or
      transaction;

     

    6.14.6  sale,
      lease, or other disposition of any asset or property of Acquiror or mortgage,
      pledge, or imposition of any lien or other encumbrance on any material asset
      or
      property of Acquiror, including 

        the
      sale,
      lease, or other disposition of any of the Intellectual Property
      Assets;

     

    6.14.7  cancellation
      or waiver of any claims or rights with a value to Acquiror;

     

    6.14.8  material
      change in the accounting methods used by Acquiror; or

     

    6.14.9  agreement,
      whether oral or written, by Acquiror to do any of the foregoing.

     

    6.15  Contracts;
      No Defaults.

     

    6.15.1  The
      Metaphor Disclosure Schedule contains a complete and accurate list, and Metaphor
      has delivered to the Company and the Shareholder true and complete copies,
      of
      each Material Acquiror 

        Contract
      entered into by Acquiror, including without limitation, each of the
      following:

     

    (a)  each
      joint venture, partnership, and other agreement (however named) involving a
      sharing of profits, losses, costs, or liabilities by Acquiror with any other
      Person;

     

    (b)  each
      agreement containing covenants that in any way purport to restrict the business
      activity of Acquiror or limit the freedom of Acquiror to engage in any line
      of
      business or to compete 

        with
      any
      Person;

     

    (c)  each
      power of attorney that is currently effective and outstanding;

     

    (d)  each
      agreement for capital expenditures by Acquiror;

     

    (e)  each
      written warranty, guaranty, and or other similar undertaking with respect to
      contractual performance extended by Acquiror; and

     

    (f)  each
      amendment, supplement, and modification (whether oral or written) in respect
      of
      any of the foregoing.

    


     

    The
      Metaphor Disclosure Schedule sets forth reasonably complete details concerning
      the terms of such Material Acquiror Contracts, including the parties to the
      Material Acquiror Contracts, and the amount of the remaining commitment of
      Metaphor under the Material Acquiror Contracts.

     

     

    6.15.2  Except
      as
      set forth in the Metaphor Disclosure Schedule, each Contract or other agreement
      identified or required to be identified in the Metaphor Disclosure Schedule
      is
      in full force and effect and 

        is
      valid and
      enforceable in accordance with its terms.

     

    6.15.3  Except
      as
      set forth in the Metaphor Disclosure Schedule:

     

    (a)  Acquiror
      is in full compliance with all applicable terms and requirements of each
      Contract under which Acquiror has or had any obligation or liability or by
      which
      Acquiror is bound;

     

    (b)  each
      other Person that has or had any obligation or liability under any Contract
      under which Acquiror has or had any rights is in full compliance with all
      applicable terms and requirements 

        of
      such
      Contract;

     

    (c)  no
      event
      has occurred or circumstance exists that (with or without notice or lapse of
      time) may contravene, conflict with, or result in a violation or breach of,
      or
      give Acquiror or other Person 

        the
      right to
      declare a default or exercise any remedy under, or to accelerate the maturity
      or
      performance of, or to cancel, terminate, or modify, any Contract entered into
      by
      Acquiror; and

     

    (d)  Acquiror
      has not given to or received from any other Person any notice or other
      communication (whether oral or written) regarding any actual, alleged, possible,
      or potential violation or 

        breach
      of, or
      default under, any Contract.

     

    6.15.4  Except
      as
      set forth in the Metaphor Disclosure Schedule, there are no renegotiations
      of,
      attempts to renegotiate, or outstanding rights to renegotiate any material
      amounts paid or payable to or by 

        Acquiror
      under current or completed Contracts with any Person, and no such Person has
      made written demand for such renegotiation.

     

    6.16  Insurance.

     

    6.16.1  Acquiror
      has delivered to the Company and the Shareholder true and complete copies of
      all
      policies of insurance to which Acquiror is a party or under which Acquiror,
      or
      any director or officer of 

        Acquiror
      is
      or has been covered with respect to matters related to Acquiror at any time;
      

     

    6.16.2  Acquiror
      is not: (i) a Party to any self-insurance arrangement by or affecting Acquiror,
      including any reserves established thereunder; (ii) a party to any contract
      or
      arrangement, other than a 

        policy
      of
      insurance, for the transfer or sharing of any risk by Acquiror; and (iii)
      obligated to third parties with respect to insurance (including such obligations
      under leases and service agreements).

     

    6.17  Environmental
      Matters.
      Except
      as set forth in the Metaphor Disclosure Schedule:

     

    6.17.1  Acquiror
      is, and Acquiror at all times has been, in full compliance with, and have not
      been and are not in violation of or liable under, any Environmental Law.
      Acquiror has no basis to expect, nor has it or any other Person for whose
      conduct it is or may be held to be responsible received, any actual or
      Threatened order, notice, or other communication from any Governmental Body
      or
      Person of any actual or potential violation or failure to comply with any
      Environmental Law, or of any actual or Threatened obligation to undertake or
      bear the cost of any Environmental, Health, and Safety Liabilities with respect
      to any properties or assets (whether real, personal, or mixed) in which Acquiror
      has had an interest, or with respect to any property at or to which Hazardous
      Materials were generated, manufactured, refined, transferred, imported, used,
      or
      processed by Acquiror, or any other Person for whose conduct they are or may
      be
      held responsible, or from which Hazardous Materials have been transported,
      treated, stored, handled, transferred, disposed, recycled, or
      received.

     

    6.17.2  There
      are
      no pending or, to the knowledge of Acquiror, Threatened claims, Encumbrances,
      or
      other restrictions of any nature, resulting from any Environmental, Health,
      and
      Safety Liabilities or 

        arising
      under
      or pursuant to any Environmental Law, with respect to or affecting any
      properties and assets (whether real, personal, or mixed) in which Acquiror
      has
      or had an interest.

     

    6.17.3  Acquiror
      has no basis to expect to receive, nor has it or any other Person for whose
      conduct it is or may be held responsible received, any citation, directive,
      inquiry, notice, Order, summons, warning, or other communication that relates
      to
      Hazardous Materials, or any alleged, actual, or potential violation or failure
      to comply with any Environmental Law, or of any alleged, actual, or potential
      obligation to undertake or bear the cost of any Environmental, Health, and
      Safety Liabilities with respect to any properties or assets (whether real,
      personal, or mixed) in which Acquiror had an interest, or with respect to any
      property or facility to which Hazardous Materials generated, manufactured,
      refined, transferred, imported, used, or processed by Acquiror, or any other
      Person for whose conduct Acquiror is or may be held responsible, have been
      transported, treated, stored, handled, transferred, disposed, recycled, or
      received.

     

    6.18  Disclosure.

     

    6.18.1  No
      representation or warranty of Acquiror in this Agreement and no statement in
      the
      Metaphor Disclosure Schedule omits to state a material fact necessary to make
      the statements herein or 

        therein,
      in
      light of the circumstances in which they were made, not misleading.

     

    6.18.2  No
      notice
      given pursuant to Section 14.4 will contain any untrue statement or omit to
      state a material fact necessary to make the statements therein or in this
      Agreement, in light of the 

        circumstances
      in which they were made, not misleading.

     

    6.18.3  There
      is
      no fact known to Acquiror that has specific application to Acquiror (other
      than
      general economic or industry conditions) and that materially adversely affects
      the assets, business, 

        prospects,
      financial condition, or results of operations of Acquiror that has not been
      set
      forth in this Agreement or the Metaphor Disclosure Schedule.

     

    6.19  Board
      Recommendation.
      The
      Acquiror Board, at a meeting duly called and held, has determined that this
      Agreement and the transactions contemplated by this Agreement are 

        advisable
      and
      in the best interests of the Acquiror’s stockholders and has duly authorized
      this Agreement and the transactions contemplated by this Agreement.

     

    SECTION
      VII  

     

    REPRESENTATIONS
      AND WARRANTIES OF THE 

     

    ACQUIROR
      STOCKHOLDER

     

    The
      Acquiror Stockholder represents and warrants to the Acquiror, the Shareholder,
      the Company and CMN Management as follows:

     

    7.1  Authority.
      The
      Acquiror Stockholder has the right, power, authority and capacity to execute
      and
      deliver this Agreement and each of the Transaction Documents, to which it is
      a
      party, to consummate the transactions contemplated by this Agreement and each
      of
      the Transaction Documents, to which it is a party, and to perform its
      obligations under this Agreement and each of the Transaction Documents, to
      which
      it is a party. This Agreement has been, and each of the Transaction Documents
      will be, duly and validly authorized and approved, executed and delivered by
      the
      Acquiror Stockholder. 

     

    7.2  No
      Violation.
      Neither
      the execution or delivery by the Acquiror Stockholder, nor the consummation
      or
      performance by the Acquiror Stockholder of the transactions contemplated hereby
      or thereby will, directly or indirectly, (a) contravene, conflict with, or
      result in a violation of any provision of the Organizational Documents of the
      Acquiror Stockholder; (b) contravene, conflict with, constitute a default (or
      an
      event or condition which, with notice or lapse of time or both, would constitute
      a default) under, or result in the termination or acceleration of, or result
      in
      the imposition or creation of any Lien under, any agreement or instrument to
      which the Acquiror Stockholder is a party or by which the properties or assets
      of the Acquiror Stockholder are bound; (c) contravene, conflict with, or result
      in a violation of, any Law or Order to which the Acquiror Stockholder, or any
      of
      the properties or assets owned or used by the Acquiror Stockholder, may be
      subject; or (d) contravene, conflict with, or result in a violation of, the
      terms or requirements of, or give any Governmental Authority the right to
      revoke, withdraw, suspend, cancel, terminate or modify, any licenses, permits,
      authorizations, approvals, franchises or other rights held by the Acquiror
      Stockholder or that otherwise relate to the business of, or any of the
      properties or assets owned or used by, the Acquiror Stockholder, except, in
      the
      case of clause (b), (c) or (d), for any such contraventions, conflicts,
      violations, or other occurrences as would not have a Material Adverse
      Effect.

     

    7.3  Binding
      Obligation. Assuming
      this Agreement and the Transaction Documents have been duly and validly
      authorized, executed and delivered by the parties thereto other than the
      Acquiror Stockholder, this Agreement is, and as of the Closing each of the
      Transaction Documents, to which the Acquiror Stockholder is a party, will have
      been, duly authorized, executed and delivered by the Acquiror Stockholder and
      constitute or will constitute the legal, valid and binding obligation of the
      Acquiror Stockholder, enforceable against the Acquiror Stockholder in accordance
      with their respective terms, except as such enforcement is limited by general
      equitable principles, or by bankruptcy, insolvency and other similar Laws
      affecting the enforcement of creditors rights generally.

     

    SECTION
      VIII  

     

    COVENANTS
      OF THE COMPANY, THE SHAREHOLDER

     

    AND
      CMN MANAGEMENT

     

    8.1  Access
      and Investigation.
      Subject
      to the confidentiality provisions set forth in Section 14.3 hereof, and the
      reasonable availability of Company personnel, between the date of this Agreement
      and the Closing Date, the Company will, and will cause each Company Subsidiary
      to, (a) afford the Acquiror, the Acquiror Stockholder, and their respective
      agents, advisors and attorneys during normal business hours, all reasonable
      access to the Company’s and the Company Subsidiaries’ personnel, properties,
      contracts, books and records, and other documents and data, (b) furnish the
      Acquiror, the Acquiror Stockholder, and their respective agents, advisors and
      attorneys with copies of all such contracts, books and records, and other
      existing documents and data as the Acquiror may reasonably request, and (c)
      furnish the Acquiror, the Acquiror Stockholder, and their respective and its
      agents, advisors and attorneys with such additional financial, operating, and
      other data and information as the Acquiror or the Acquiror Stockholder, may
      reasonably request in relation to the operation, business and financial
      condition of the Company and the Company Subsidiaries.

     

    8.2  Operation
      of the Business of the Company and the Company Subsidiaries.

     

    8.2.1  Except
      as
      required by the Restructuring, between the date of this Agreement and the
      Closing Date, the Company will, and will cause each Company Subsidiary
      to:

     

    (a)  conduct
      its business only in the ordinary course of business;

     

    (b)  use
      its
      best efforts to preserve intact its current business organization and business
      relationships, including, without limitation, relationships with suppliers,
      customers, landlords, creditors, 

        officers,
      employees and agents;

     

    (c)  obtain
      the prior written consent of the Acquiror prior to taking any action of the
      type
      specified in Section 5.20 or entering into any Material Company
      Contract;

     

    (d)  confer
      with the Acquiror concerning operational matters of a material nature;
      and

     

    (e)  otherwise
      report periodically to the Acquiror concerning the status of its business,
      operations, and finances.

     

    8.2.2  Notwithstanding
      the foregoing, between the date of this Agreement and the Closing Date, except
      as required by the Restructuring, the Company will not, and will cause each
      Company Subsidiary not to, directly or indirectly, without the prior written
      consent of the Acquiror, engage in any transaction with, or enter into any
      agreement with any officer, director or stockholder of the Company or any
      Company Subsidiary, or any Affiliate or “associate” (as such term is defined in
      Rule 405 of the Commission under the Securities Act) of any such Person with
      a
      transaction or agreement value in excess of US$10,000.

     

    8.3  No
      Transfers of Capital Stock.

     

    8.3.1  Except
      as
      required by the Restructuring, between the date of this Agreement and the
      Closing Date, the Shareholder shall not assign, transfer, mortgage, pledge
      or
      otherwise dispose of any or all of 

        the
      Shares
      (or any interest therein) or grant any Person the option or right to acquire
      such Shares (or any interest therein).

     

    8.3.2  Except
      as
      required by the Restructuring, between the date of this Agreement and the
      Closing Date, the Company shall not, and shall cause each Company Subsidiary
      not
      to, assign, transfer, 

        mortgage,
      pledge or otherwise dispose of any or all of the capital stock of any Acquired
      Company (or any interest therein) or grant any Person the option or right to
      acquire the capital stock of any 

        Acquired
      Company (or any interest therein).

     

    8.4  Required
      Filings and Approvals.

     

    8.4.1  As
      promptly as practicable after the date of this Agreement, the Company will,
      and
      will cause each Company Subsidiary to, make all filings required to be made
      by
      it in order to consummate the transactions contemplated by this Agreement,
      if
      applicable. Between the date of this Agreement and the Closing Date, the Company
      will, and will cause each Company Subsidiary to, (a) cooperate with the Acquiror
      with respect to all filings that the Acquiror elects to make or is required
      to
      make in connection with the transactions contemplated by this Agreement, and
      (b)
      cooperate with the Acquiror in obtaining any consents or approvals required
      to
      be obtained by the Acquiror in connection herewith.

     

    8.4.2  Without
      limiting the foregoing, the Company and the Shareholder shall promptly furnish
      to the Acquiror any information reasonably requested by the Acquiror in
      connection with the preparation, filing and mailing of the Schedule 14(f)
      Filing, including, without limitation, information concerning the Acquired
      Companies, the Shareholder and the Company Nominees. The Shareholder
      and CMN
      Management, severally and not jointly, represent and warrant to the Acquiror
      that the information supplied by the Company for inclusion in the Schedule
      14(f)
      Filing will not, on the date the Schedule 14(f) Filing is filed with the
      Commission or first mailed to the stockholders of the Acquiror, contain any
      statement which, at such time and in light of the circumstances under which
      it
      shall be made, is false or misleading with respect to any material fact, or
      omit
      to state any material fact required to be stated therein or necessary in order
      to make the statements therein not false or misleading. If, at any time prior
      to
      the Closing Date, any information should be discovered by the Company, the
      Shareholder or any member of CMN Management which should be set forth in an
      amendment to the Schedule 14(f) Filing so that such Schedule 14(f) Filing would
      not include any misstatement of a material fact or omit to state any material
      fact necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading, the Shareholder or CMN Management,
      as the case may be, shall promptly notify the Acquiror.

     

    8.5  Notification.
      Between
      the date of this Agreement and the Closing Date, the Company, the Shareholder
      and CMN Management will promptly notify the Acquiror in writing if the Company,
      the Shareholder, any Company Subsidiary or any member of CMN Management becomes
      aware of any fact or condition that causes or constitutes a material breach
      of
      any of the representations and warranties of the Company, the Shareholder or
      CMN
      Management, as the case may be, as of the date of this Agreement, or if the
      Company, the Shareholder, CMN Management or any Company Subsidiary becomes
      aware
      of the occurrence after the date of this Agreement of any fact or condition
      that
      would (except as expressly contemplated by this Agreement) cause or constitute
      a
      material breach of any such representation or warranty had such representation
      or warranty been made as of the time of occurrence or discovery of such fact
      or
      condition. Should any such fact or condition require any change in the Schedules
      to this Agreement if the Schedules to the Agreement were dated the date of
      the
      occurrence or discovery of any such fact or condition, the Company, the
      Shareholder or CMN Management, as the case may be, will promptly deliver to
      the
      Acquiror a supplement to the Schedules to the Agreement specifying such change;
      provided,
      however,
      that
      such delivery shall not materially adversely affect any rights of the Acquiror
      set forth herein, including the right of the Acquiror to seek a remedy in
      damages for losses incurred as a result of such supplemented disclosure. During
      the same period, the Company, the Shareholder and CMN Management will, and
      will
      cause each Company Subsidiary to, promptly notify the Acquiror of the occurrence
      of any breach of any covenant of the Company, the Shareholder or CMN Management
      in this Section 8 or of the occurrence of any event that may make the
      satisfaction of the conditions in Section 10 impossible or
      unlikely.

     

    8.6  Closing
      Conditions.
      Between
      the date of this Agreement and the Closing Date, each of the Company, the
      Shareholder and CMN Management will use its commercially reasonable


        efforts
      to
      cause the conditions in Section 10 to be satisfied.

     

    SECTION
      IX  

     

    COVENANTS
      AND UNDERTAKING OF THE ACQUIROR

     

    9.1  Access
      and Investigation.
      Subject
      to the confidentiality provisions set forth in Section 14.3 hereof, and the
      reasonable availability of Acquiror personnel, between the date of this
      Agreement and the Closing Date, the Acquiror will (a) afford the Company and
      its
      agents, advisors and attorneys during normal business hours full and free access
      to the Acquiror’s personnel, properties, contracts, books and records, and other
      documents and data, (b) furnish the Company and its agents, advisors and
      attorneys with copies of all such contracts, books and records, and other
      existing documents and data as the Company may reasonably request, and (c)
      furnish the Company and its agents, advisors and attorneys with such additional
      financial, operating, and other data and information as the Company may
      reasonably request.

     

    9.2  Operation
      of the Business of the Acquiror.
      Between
      the date of this Agreement and the Closing Date, the Acquiror will:

     

    9.2.1  conduct
      its business only in the ordinary course of business;

     

    9.2.2  use
      its
      best efforts to preserve intact the current business organization and business
      relationships, including, without limitation, relationships with suppliers,
      customers, landlords, creditors, 

        officers,
      employees and agents;

     

    9.2.3  obtain
      the prior written consent of the Company prior to taking any action of the
      type
      specified in Section 6.13 or entering into any Material Acquiror
      Contract;

     

    9.2.4  confer
      with the Company concerning operational matters of a material nature;
      and

     

    9.2.5  otherwise
      report periodically to the Company concerning the status of its business,
      operations, and finances.

     

    9.2.6  Notwithstanding
      the foregoing, between the date of this Agreement and the Closing Date, the
      Acquiror will not, directly or indirectly, without the prior written consent
      of
      the Company and the Shareholder, engage in any transaction with, or enter into
      any agreement with any officer, director or stockholder of the Acquiror, or
      any
      Affiliate or “associate” (as such term is defined in Rule 405 of the Commission
      under the Securities Act) of any such Person with a transaction or agreement
      value in excess of US$10,000.

     

    9.3  Required
      Filings and Approvals.

     

    9.3.1  As
      promptly as practicable after the date of this Agreement, the Acquiror will
      make
      all filings legally required to be made by it to consummate the transactions
      contemplated by this Agreement. Between the date of this Agreement and the
      Closing Date, the Acquiror will cooperate with the Company with respect to
      all
      filings that the Company is legally required to make in connection with the
      transactions contemplated hereby.

     

    9.3.2  Without
      limiting the foregoing, as promptly as practicable after the execution of this
      Agreement, the Acquiror shall prepare and file the Schedule 14(f) Filing with
      the Commission. The Acquiror will advise the Company, promptly after it receives
      notice thereof, of any request by the Commission for the amendment of the
      Schedule 14(f) Filing or comments thereon and responses thereto or requests
      by
      the Commission for additional information. The Acquiror shall mail the Schedule
      14(f) Filing to its stockholders as promptly as practicable pursuant to the
      Securities Act, the Exchange Act and the rules and regulations of the Commission
      related thereto.

     

    9.4  Notification.
      Between
      the date of this Agreement and the Closing Date, the Acquiror will promptly
      notify the Company, the Shareholder and CMN Management in writing if the
      Acquiror becomes aware of any fact or condition that causes or constitutes
      a
      breach of any of the representations and warranties of the Acquiror, as of
      the
      date of this Agreement, or if the Acquiror becomes aware of the occurrence
      after
      the date of this Agreement of any fact or condition that would (except as
      expressly contemplated by this Agreement) cause or constitute a breach of any
      such representation or warranty had such representation or warranty been made
      as
      of the time of occurrence or discovery of such fact or condition. Should any
      such fact or condition require any change in the Schedules to this Agreement
      if
      the Schedules to the Agreement were dated the date of the occurrence or
      discovery of any such fact or condition, the Acquiror will promptly deliver
      to
      the Company, the Shareholder and CMN Management a supplement to the Schedules
      to
      the Agreement specifying such change; provided,
      however,
      that
      such delivery shall not materially adversely affect any rights of the
      Shareholder or CMN Management set
      forth
      herein, including the right of the Shareholder and CMN Management to seek a
      remedy in damages for losses incurred as a result of such supplemented
      disclosure. During the same period, the Acquiror will promptly notify the
      Company, the Shareholder and CMN Management of
      the
      occurrence of any breach of any covenant of the Acquiror in this Section 9
      or of
      the occurrence of any event that may make the satisfaction of the conditions
      in
      Section 11 impossible or unlikely.

     

    9.5  Closing
      Conditions.
      Between
      the date of this Agreement and the Closing Date, the Acquiror will use
      commercially reasonable efforts to cause the conditions in Section 11 to be
      

        satisfied.
      

     

    9.6  Elections
      Under Treasury Regulations Section 301.7701-3. From
      and
      after the Closing, Acquiror shall execute and/or cause execution of any
      elections made with respect to certain of the 

        Acquired
      Companies under Treasury Regulations 301.7701-3, as described on Schedule
      5.22.2.

     

    9.7  Books
      and Records.
      The
      Acquiror shall maintain all of its books and records currently in its possession
      as of the date hereof, for a period of at least six (6) years after the Closing
      Date.

     

    


     

    SECTION
      X  

     

    CONDITIONS
      PRECEDENT TO THE ACQUIROR’S

     

    OBLIGATION
      TO CLOSE

     

    The
      Acquiror’s obligation to acquire the Shares and to take the other actions
      required to be taken by the Acquiror at the Closing is subject to the
      satisfaction, at or prior to the Closing, of each of the following conditions
      (any of which may be waived by the Acquiror, in whole or in part):

     

    10.1  Accuracy
      of Representations.
      The
      representations and warranties of the Company, the Shareholder and CMN
      Management set forth in this Agreement, including Section 10.11, or
      in any
      Company Disclosure Schedule or certificate delivered pursuant hereto that are
      not qualified as to materiality shall be true and correct in all material
      respects as of the date of this Agreement, and shall be deemed repeated as
      of
      the Closing Date and shall then be true and correct in all material respects,
      except to the extent a representation or warranty is expressly limited by its
      terms to another date and without giving effect to any supplemental Schedule.
      The representations and warranties of the Company, the Shareholder and CMN
      Management set forth in this Agreement or in any Schedule or certificate
      delivered pursuant hereto that are qualified as to materiality shall be true
      and
      correct in all respects as of the date of this Agreement, and shall be deemed
      repeated as of the Closing Date and shall then be true and correct in all
      respects, except to the extent a representation or warranty is expressly limited
      by its terms to another date and without giving effect to any supplemental
      Schedule.

     

    10.2  Performance
      by the Company, the Shareholder and CMN Management.

     

    10.2.1  All
      of
      the covenants and obligations that the Company, Shareholder and CMN Management
      are required to perform or to comply with pursuant to this Agreement at or
      prior
      to the Closing 

        (considered
      collectively), and each of these covenants and obligations (considered
      individually), must have been duly performed and complied with in all
      respects.

     

    10.2.2  Each
      document required to be delivered by the Company, the Shareholder and CMN
      Management pursuant to this Agreement at or prior to Closing must have been
      delivered.

     

    10.3  No
      Force Majeure Event.
      Since
      December 31, 2004, there shall not have been any delay, error, failure or
      interruption in the conduct of the business of any Acquired Company, or any
      

        loss,
      injury,
      delay, damage, distress, or other casualty, due to force majeur including but
      not limited to (a) acts of God; (b) fire or explosion; (c) war, acts of
      terrorism or other civil unrest; 

        or
      (d)
      national emergency that would severally or in the aggregate have a Material
      Adverse Effect.

     

    10.4  Certificate
      of Officer.
      The
      Company will have delivered to the Acquiror a certificate, dated the Closing
      Date, executed by an officer of the Company, certifying the satisfaction of
      the


        conditions
      specified in Sections 10.1, 10.2 and 10.3.

     

    10.5  Certificate
      of Shareholder and CMN Management.
      The
      Shareholder and each member of CMN Management will have delivered to the
      Acquiror a certificate, dated the Closing Date, 

        executed
      by
      an authorized officer of the Shareholder, and by each member of CMN
      Management,
      certifying the satisfaction of the conditions specified in Sections 10.1 and
      10.2.

     

    10.6  Consents.

     

    10.6.1  All
      material consents, waivers, approvals, authorizations or orders required to
      be
      obtained, and all filings required to be made, by the Company, the Shareholder
      and/or CMN Management for the authorization, execution and delivery of this
      Agreement and the consummation by them of the transactions contemplated by
      this
      Agreement, shall have been obtained and made by the Company, the Shareholder
      and
      CMN Management, as the case may be, except where the failure to receive such
      consents, waivers, approvals, authorizations or orders or to make such filings
      would not have a Material Adverse Effect on the Company or the
      Acquiror.

     

    10.6.2  Without
      limiting the foregoing, the Schedule 14(f) Filing shall have been mailed to
      the
      stockholders of the Acquiror not less than 10 days prior to the Closing Date.
      No
      Proceeding occasioned by 

        the
      Section
      14(f) Filing shall have been initiated or threatened by the Commission (which
      Proceeding remains unresolved as of the Closing Date).

     

    10.7  Documents.
      The
      Company, the Shareholder and CMN Management must have caused the following
      documents to be delivered to the Acquiror:

     

    10.7.1  share
      certificate evidencing the Shares along with an executed stock power
      transferring the Shares to the Acquiror;

     

    10.7.2  a
      Secretary’s Certificate of the Company, dated the Closing Date, certifying
      attached copies of (A) the Organizational Documents of the Company and each
      Company Subsidiary, (B) the 

        resolutions
      of the Company Board and the Shareholder approving this Agreement and the
      transactions contemplated hereby; and (C) the incumbency of each authorized
      officer of the Company 

        signing
      this
      Agreement and any other agreement or instrument contemplated hereby to which
      the
      Company is a party;

     

    10.7.3  a
      certificate of good standing, or equivalent thereof, of the
      Company,

     

    10.7.4  each
      of
      the Transaction Documents to which the Company, the Shareholder, and CMN
      Management is a party, duly executed; and

     

    10.7.5  such
      other documents as the Acquiror may reasonably request for the purpose of (i)
      evidencing the accuracy of any of the representations and warranties of the
      Company, the Shareholder and CMN Management pursuant to Section 10.1, (ii)
      evidencing the performance of, or compliance by the Company, the Shareholder
      and
      CMN Management with, any covenant or obligation required to be performed or
      complied with by the Company, the Shareholder or CMN Management, as the case
      may
      be, (iii) evidencing the satisfaction of any condition referred to in this
      Section 10, or (iv) otherwise facilitating the consummation or performance
      of
      any of the transactions contemplated by this Agreement.

     

    10.8  No
      Proceedings.
      Since
      the date of this Agreement, there must not have been commenced or threatened
      against, the Company, the Shareholder or any member of CMN Management, or
      against any Affiliate thereof, any Proceeding (which Proceeding remains
      unresolved as of the Closing Date) (a) involving any challenge to, or seeking
      damages or other relief in connection with, any of the transactions contemplated
      by this Agreement, or (b) that may have the effect of preventing, delaying,
      making illegal, or otherwise interfering with any of the transactions
      contemplated by this Agreement.

     

    10.9  No
      Claim Regarding Stock Ownership or Consideration.
      There
      must not have been made or threatened by any Person any claim asserting that
      such Person (a) is the holder of, or has 

        the
      right to
      acquire or to obtain beneficial ownership of the Shares or any other stock,
      voting, equity, or ownership interest in, the Company, or (b) is entitled to
      all
      or any portion of the 

        Shares.

     

    10.10  Delivery
      of Service Contracts.
      On the
      Closing Date, each member of CMN Management shall have executed for delivery
      their respective Service Contracts with the Acquiror.

     

    10.11  Satisfactory
      Due Diligence.
      The
      Acquiror shall have completed and reasonably satisfied itself, in its sole
      discretion, with the final results of its due diligence review of the Acquired
      

        Companies’
      contracts, books, records and other information or documents reasonably
      requested by the Acquiror, including, without limitation, the corporate
      structure of the Acquired 

        Companies.
      

     

    10.12  Regulatory
      Approval.

     

    On
      or
      prior to the Closing Date, the Shareholder shall obtain any necessary regulatory
      approval to enter into this Agreement and consummate the transactions
      contemplated hereby.  

     

    10.13  HC
      International Required Approvals.

     

    On
      or
      prior to the Closing Date, HC International shall have obtained the approval
      of
      its shareholders to confirm and ratify the execution of this Agreement
      including, without limitation, the Shareholder’s sale of the Shares to the
      Acquiror and the Restructuring, as required by its Organizational Documents
      and
      the GEM Listing Rules.

     

    10.14  Completion
      of Restructuring.
      Resignations and appointments with respect to Company Subsidiaries.

     

    The
      Restructuring of the PRC Acquired Companies shall have been duly approved by
      the
      competent PRC examination and approval authorities in accordance with
      application PRC laws and regulations and duly completed as envisaged by the
      parties. Except for those directors, legal representatives and bank signatories
      who are nominated or appointed by independent third parties that own minority
      interests in certain of the Acquired Companies, the
      Acquired Companies shall appoint such directors, legal representatives and
      bank
      signatories as nominated by the Acquiror Stockholder for each Acquired Company
      and each existing director, legal representative and bank guarantor of the
      Acquired Companies shall resign at Closing. 

     

    10.15  Agreement
      under PRC law.
      The
      Shareholder and CMN Management shall enter into an agreement governed under
      PRC
      law and subject to the jurisdiction of the PRC acceptable to the Acquiror
      Stockholder (the “PRC Agreement”) that shall provide that they shall not disturb
      the intention and purpose of Section 10.14 hereof and that they shall fully
      cooperate with the intention and purpose of such paragraph which may include,
      but not be limited, to amendments to the articles of association of such Company
      Subsidiaries. The Acquiror and the Acquiror Shareholder shall have the right
      under such agreement to petition a Chinese court of competent jurisdiction
      to
      obtain the equitable relief to achieve such purposes.

     

    10.16  Financial
      Statements.
      The
      Acquiror shall have received finalized Company Audited Financial Statements,
      Company Unaudited Financial Statements and the Company’s 

        unaudited  management
      accounts prepared in
      accordance with Hong Kong GAAP.

     

    


     

    SECTION
      XI  

     

    CONDITIONS
      PRECEDENT TO THE OBLIGATION OF THE COMPANY,

     

    THE
      SHAREHOLDER AND CMN MANAGEMENT TO CLOSE

     

    The
      Shareholder’s obligation to transfer the Shares and the obligations of the
      Company, the Shareholder and CMN Management to take the other actions required
      to be taken by the Company at the Closing are subject to the satisfaction,
      at or
      prior to the Closing, of each of the following conditions (any of which may
      be
      waived by the Company, the Shareholder and CMN Management, in whole or in
      part):

     

    11.1  Accuracy
      of Representations.
      The
      representations and warranties of the Acquiror and the Acquiror Stockholder
      set
      forth in this Agreement or in any Schedule or certificate delivered pursuant
      hereto that are not qualified as to materiality shall be true and correct in
      all
      material respects as of the date of this Agreement, and shall be deemed repeated
      as of the Closing Date and shall then be true and correct in all material
      respects, except to the extent a representation or warranty is expressly limited
      by its terms to another date and without giving effect to any supplemental
      Schedule. The representations and warranties of the Acquiror and the Acquiror
      Stockholder set forth in this Agreement or in any Schedule or certificate
      delivered pursuant hereto that are qualified as to materiality shall be true
      and
      correct in all respects as of the date of this Agreement, and shall be deemed
      repeated as of the Closing Date and shall then be true and correct in all
      respects, except to the extent a representation or warranty is expressly limited
      by its terms to another date and without giving effect to any supplemental
      Schedule.

     

    11.2  Performance
      by the Acquiror and the Acquiror Stockholder.

     

    11.2.1  All
      of
      the covenants and obligations that the Acquiror and the Acquiror Stockholder
      are required
      to perform or to comply with pursuant to this Agreement at or prior to the
      Closing (considered 

        collectively),
      and
      each of these covenants and obligations (considered individually), must have
      been performed and complied with in all respects.

     

    11.2.2  Each
      document required to be delivered by the Acquiror and the Acquiror Stockholder
      pursuant to this Agreement must have been delivered.

     

    11.3  No
      Force Majeure Event.
      Since
      December 31, 2004, there shall not have been any delay, error, failure or
      interruption in the conduct of the business of the Acquiror and the Acquiror
      Stockholder, or any loss, injury, delay, damage, distress, or other casualty,
      due to force majeure including but not limited to (a) acts of God; (b) fire
      or
      explosion; (c) war, acts of terrorism or other civil unrest; or (d) national
      emergency that would severally or in the aggregate have a Material Adverse
      Effect.

     

    11.4  Certificate
      of Officer.
      Each of
      the Acquiror and the Acquiror Stockholder will have delivered to the Company
      a
      certificate, dated the Closing Date, executed by an officer of the 

        Acquiror
      and
      the Acquiror Stockholder, certifying the satisfaction of the conditions
      specified in Sections 11.1, 11.2 and 11.3. 

     

    11.5  Consents.

     

    11.5.1  All
      material consents, waivers, approvals, authorizations or orders required to
      be
      obtained, and all filings required to be made, by the Acquiror and the Acquiror
      Stockholder for the authorization, execution and delivery of this Agreement
      and
      the consummation by it of the transactions contemplated by this Agreement,
      shall
      have been obtained and made by the Acquiror and the Acquiror Stockholder, except
      where the failure to receive such consents, waivers, approvals, authorizations
      or orders or to make such filings would not have a Material Adverse Effect
      on
      the Company ,the Acquiror or the Acquiror Stockholder.

     

    11.5.2  Without
      limiting the foregoing, the Schedule 14(f) Filing shall have been mailed to
      the
      stockholders of the Acquiror not less than 10 days prior to the Closing Date.
      No
      Proceeding occasioned by 

        the
      Section
      14(f) Filing shall have been initiated or threatened by the Commission (which
      Proceeding remains unresolved as of the Closing Date).

     

    11.6  Documents.
      Each of
      the Acquiror and the Acquiror Stockholder, as applicable, must have caused
      the
      following documents to be delivered to the Company, the Shareholder, and CMN
      

        Management:

     

    11.6.1  In
      respect of the Acquiror, share certificates evidencing the Shareholder’s Closing
      Acquiror Shares;

     

    11.6.2  a
      Secretary’s Certificate, dated the Closing Date certifying attached copies of
      (A) its Organizational Documents Acquiror Stockholder, (B) the resolutions
      of
      its Board approving this Agreement 

        and
      the
      transactions contemplated hereby; and (C) the incumbency of each authorized
      officer of it signing this Agreement and any other agreement or instrument
      contemplated hereby to which it 

        Acquiror
      is a
      party;

     

    11.6.3  a
      certificate of its good standing;

     

    11.6.4  each
      of
      the Transaction Documents to which it is a party, duly executed;
      and

     

    11.6.5  such
      other documents as the Company may reasonably request for the purpose of (i)
      evidencing the accuracy of any of its representations or warranties pursuant
      to
      Section 11.1, (ii) evidencing its performance of, or the compliance by it with,
      any covenant or obligation required to be performed or complied with by it,
      (iii) evidencing the satisfaction of any condition referred to in this Section
      11, or (iv) otherwise facilitating the consummation of any of the transactions
      contemplated by this Agreement.

     

    11.7  No
      Proceedings.
      Since
      the date of this Agreement, there must not have been commenced or threatened
      against the Acquiror or the Acquiror Stockholder, or against any Affiliate
      thereof, any Proceeding (which Proceeding remains unresolved as of the Closing
      Date) (a) involving any challenge to, or seeking damages or other relief in
      connection with, any of the transactions contemplated hereby, or (b) that may
      have the effect of preventing, delaying, making illegal, or otherwise
      interfering with any of the transactions contemplated hereby.

     

    11.8  Resignation
      of Officers.
      On the
      Closing Date, each officer of the Acquiror shall execute and deliver to the
      Company a letter of resignation, which shall include mutual releases of such
      

        officer
      and
      the Acquiror 

     

    11.9  Satisfactory
      Due Diligence.
      The
      Company shall have completed and reasonably satisfied themselves, in their
      sole
      discretion, with the final results of their due diligence review of the


        Acquiror’s
      contracts, books, records and other information or documents reasonably
      requested by the Company. 

     

    11.10  Delivery
      of Service Contracts.
      On the
      Closing Date, the Acquiror shall have executed for delivery a Service Contract
      with each member of CMN Management.

     

    11.11  Cash
      Account.
      As
      reflected on the most recent balance sheet of the Acquiror, after payment of
      the
      Cash Payment, the Acquiror shall have not less than US$10 million in
      cash.

     

    11.12  Undertaking
      to Repay the Advance.
      On the
      Closing Date, the Acquiror shall have executed for delivery an undertaking
      to
      the Shareholder that within twenty (20) days from the Closing Date, it will
      repay the Shareholder in cash an amount in the U.S. Dollar equivalent of
      Renminbi nineteen million (as of the execution date of this Agreement) being
      the
      advances that the Shareholder shall have injected into Huamei Information as
      capital contribution for carrying out the Restructuring contemplated hereby.
      Such undertaking shall be in substantially the form attached hereto as Exhibit
      ____. 

     

    11.13  Conclusion
      of Shareholder’s Loan Agreement.
      On the
      Closing Date, the Acquiror shall have entered into the Shareholders’ Loan
      Agreement with the Shareholder in accordance with 

        the
      term
      sheet of the Shareholder’s Loan attached hereto as Exhibit H, pursuant to which
      the Acquiror agrees to repay the Shareholder’s Loan at such time and in such
      amount as 

        specified
      therein. 


    
      
        
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    SECTION
      XII  

     

    TERMINATION

     

    12.1  Termination
      Events.
      This
      Agreement may, by notice given prior to or at the Closing, be
      terminated:

     

    12.1.1  by
      mutual
      consent of the Acquiror, the Acquiror Stockholder and the Shareholder (acting
      jointly);

     

    12.1.2  by
      the
      Acquiror, if any of the conditions in Section 10 have not been satisfied as
      of
      the Closing Date or if satisfaction of such a condition is or becomes impossible
      (other than through the failure of the Acquiror to comply with its obligations
      under this Agreement) and the Acquiror has not waived such condition on or
      before the Closing Date; or (ii) by the Shareholder, if any of the conditions
      in
      Section 11 have not been satisfied as of the Closing Date or if satisfaction
      of
      such a condition is or becomes impossible (other than through the failure of
      the
      Shareholder and/or any member of CMN Management to comply with its obligations
      under this Agreement) and the Shareholder has not waived such condition on
      or
      before the Closing Date;

     

    12.1.3  by
      the
      Acquiror or the Shareholder, if the Closing has not occurred other than due
      to
      the failure of the Acquiror (in the event the Acquiror seeks to terminate this
      Agreement) or the Shareholder (in the event it seeks to terminate this
      Agreement) to comply with their respective obligations under this Agreement,
      forty-five (45) days after the final mailing of the Schedule 14(f) Filing to
      the
      stockholders of the Acquiror (which mailing shall occur within five (5) Business
      Days after the end of the SEC review period of the Schedule 14(f) Filing),or
      such later date as the parties may agree upon ( the “Outside
      Date”);

     

    12.1.4  by
      the
      Acquiror, if there shall have been entered a final, nonappealable order or
      injunction of any PRC Governmental Authority restraining or prohibiting the
      consummation of the transactions contemplated hereby or the Company or the
      Shareholder has not received all required PRC government approvals by September
      30, 2005 required to consummate the transaction contemplated by this agreement;
      

     

    12.1.5  by
      the
      Acquiror, if, prior to the Closing Date, the Company, the Shareholder or any
      member of CMN Management is in material breach of any representation, warranty,
      covenant or agreement herein contained and such breach shall not be cured within
      10 days of the date of notice of default served by the Acquiror claiming such
      breach; provided,
      however,
      that
      the right to terminate this Agreement pursuant to this Section 12.1.5 shall
      not
      be available to the Acquiror if the Acquiror is in material breach of this
      Agreement at the time notice of termination is delivered;

     

    12.1.6  by
      the
      Company or the Shareholder, if, prior to the Closing Date, the Acquiror or
      the
      Acquiror Stockholder is in material breach of any representation, warranty,
      covenant or agreement herein contained and such breach shall not be cured within
      10 days of the date of notice of default served by the Company, or the
      Shareholder claiming such breach or, if such breach is not curable within such
      10 day period, such longer period of time as is necessary to cure such breach;
      provided,
      however,
      that
      the right to terminate this Agreement pursuant to this Section 12.1.6 shall
      not
      be available if the Company, the Shareholder or any member of CMN Management
      to
      is in material breach of this Agreement at the time notice of termination is
      delivered; or

     

    12.1.7  by
      the
      Company or the Shareholder (acting jointly), if prior to the Closing Date,
      the
      Company approves any merger, liquidation, recapitalization, consolidation or
      other business combination involving the Company or the Company Subsidiaries
      or
      any capital stock or any material portion of the assets of the Company or any
      Company Subsidiary, or any combination of the foregoing (an “Acquisition
      Transaction”), except as required by the Restructuring.

     

    12.1.8  by
      the
      Acquiror, if, in its sole discretion, the results of the Company’s corporate and
      financial due diligence are unsatisfactory. 

     

    12.1.9  by
      the
      Acquiror if the Actual HK Net Profit is at or below RMB6 million.

     

    12.2  Effect
      of Termination.

     

    12.2.1  (a)
      If
      the Acquiror or the Acquiror Stockholder terminates this Agreement pursuant
      to
      Sections 12.1.5, or 12.1.9, then the Company and the Shareholder shall
      immediately pay to the Acquiror Stockholder a termination fee equal to $500,000
      in cash, or (b) if the Company or the Shareholder terminates this Agreement
      pursuant to Section 12.1.6, then the Acquiror Stockholder shall immediately
      pay
      to the Company and the Shareholder a termination fee equal to $500,000 in cash
      (the “Termination Fee”). If the Acquiror or Acquiror Stockholder terminates this
      Agreement pursuant to Section 12.1.4, then the Shareholder shall immediately
      pay
      to the Acquiror Stockholder a termination fee of $375,000 in cash. If the
      Company terminates this Agreement pursuant to Section 12.1.7, then the Company
      shall immediately pay to the Acquiror Stockholder the Termination Fee. By
      executing this Agreement Metaphor agrees that any such payment of the
      Termination Fee be made directly to the Acquiror Stockholder.

     

    12.2.2  Each
      party’s right of termination under Section 12.1 is in addition to any other
      rights it may have under this Agreement or otherwise, and the exercise of a
      right of termination will not be an election of remedies. If this Agreement
      is
      terminated pursuant to Section 12.1, all further obligations of the parties
      under this Agreement will terminate, except that the obligations in Sections
      5.12, 6.12, 12.2, and 14 will survive; provided,
      however,
      that if
      this Agreement is terminated by a party because of the breach of the Agreement
      by another party or because one or more of the conditions to the terminating
      party’s obligations under this Agreement is not satisfied as a result of another
      party’s failure to comply with its obligations under this Agreement, the
      terminating party’s right to pursue all legal remedies will survive such
      termination unimpaired.

     

    SECTION
      XIII  

     

    INDEMNIFICATION;
      REMEDIES

     

    13.1  Survival.
      All
      representations, warranties, covenants, and obligations in this Agreement shall
      survive the Closing and expire ninety (90) days from the date on which the
      audited financial statements of the Acquiror for its fiscal year ended December
      31, 2006 shall have been filed as part of the Acquiror’s Annual Report on Form
      10-KSB, but in no event earlier than June 30, 2007 (the “Survival Period”).
.
      The
      right
      to indemnification, payment of Damages or other remedy based on such
      representations, warranties, covenants, and obligations will not be affected
      by
      any investigation conducted with respect to, or any knowledge acquired (or
      capable of being acquired) at any time, whether before or after the execution
      and delivery of this Agreement or the Closing Date, with respect to the accuracy
      or inaccuracy of or compliance with, any such representation, warranty,
      covenant, or obligation. The waiver of any condition based on the accuracy
      of
      any representation or warranty, or on the performance of or compliance with
      any
      covenant or obligation, will not affect the right to indemnification, payment
      of
      Damages, or other remedy based on such representations, warranties, covenants,
      and obligations. 

     

    13.2  Indemnification
      by the Company.

     

    13.2.1  From
      and
      after the Closing until (a) the expiration of the Survival Period, or (b) with
      respect to a specific claim made by the Acquiror against the Company prior
      to
      the expiration of the Survival Period, until a court of competent jurisdiction
      renders a final unappealable decision (or appeals of a decision are not taken
      within the time period permitted for filing same) (the “Claims Period”), the
      Shareholder and
      CMN
      Management, severally and not jointly shall indemnify and hold harmless the
      Acquiror from and against any liabilities, loss, claims, damages (excluding
      consequential, punitive and other similar damages), fines, penalties, expenses
      (including costs of investigation and defense and reasonable attorneys’ fees) or
      diminution of value (collectively, “Damages”) arising, directly or indirectly,
      from or in connection with:

     

    (a)  any
      breach of any representation or warranty made by the Company in this Agreement
      or in any certificate delivered by the Company pursuant to this Agreement
      required to be performed 

        by
      the
      Company on or prior to the Closing Date; 

     

    (b)  any
      breach by the Company of its covenants or obligations in this Agreement required
      to be performed by the Company on or prior to the Closing Date; 

     

    (c)  any
      Tax,
      interest or penalty on the Company, including without limitation as a result
      of
      the untimely filing of any Tax returns relating to any tax period ending prior
      to Closing, or any portion 

        of
      a tax
      period prior to Closing; and

     

    (d)  liabilities
      arising out of events that occurred prior to the Closing.

     

    13.2.2  The
      amount of any and all Damages suffered by the Acquiror shall be recovered by
      an
      offset to any amounts of the Shareholder’s Loan owed by the Company Subsidiaries
      to the Shareholder 

        equal
      to the
      aggregate amount of the Damages suffered by the Acquiror.

     

    13.2.3  All
      claims of the Acquiror pursuant to this Section 13.2 shall be brought by the
      Acquiror Stockholder on behalf of the Acquiror and those Persons who were
      stockholders of the Acquiror 

        immediately
      prior to the Closing.

     

    13.3  Indemnification
      by the Acquiror.

     

    13.3.1  From
      and
      after the Closing until the expiration of the Claims Period, the Acquiror shall
      indemnify and hold harmless the Company, the Shareholder and CMN
      Management (collectively,
      the 

        “Company
      Indemnified Parties”), from and against any Damages arising, directly or
      indirectly, from or in connection with:

     

    (a)  any
      breach of any representation or warranty made by the Acquiror in this Agreement
      or in any certificate delivered by the Acquiror pursuant to this Agreement;
      

     

    (b)  any
      breach by the Acquiror of any covenant or obligation of the Acquiror in this
      Agreement required to be performed by the Acquiror on or prior to the Closing
      Date; or

     

    (c)  any
      Tax,
      interest or penalty on the Acquiror, including without limitation as a result
      of
      the untimely filing of any Acquiror Tax returns relating to any tax period
      ending prior to Closing, or 

        any
      portion
      of a tax period prior to Closing; or

     

    (d)  liabilities
      arising out of events that occurred prior to the Closing.

     

    13.4  Indemnification
      by the Acquiror Stockholder.

     

    13.4.1  From
      and
      after the Closing until the expiration of the Claims Period, the Acquiror
      Stockholder shall indemnify and hold harmless the Company Indemnified Parties,
      from and against any Damages arising, 

        directly
      or
      indirectly, from or in connection with:

     

    (a)  any
      breach of any representation or warranty made by the Acquiror Stockholder in
      this Agreement or in any certificate delivered by Acquiror Stockholder pursuant
      to this Agreement; 

     

    13.5  Indemnification
      Shares.
      The
      Company Indemnified Parties shall be indemnified by the Acquiror by the Acquiror
      issuing to the Company Indemnified Parties an additional number of Acquiror
      Shares equal to the aggregate amount of the Damages suffered by the Company
      Indemnified Parties, divided by the market value of the Acquiror Common Stock
      to
      be calculated using the average of the closing price as quoted on the Over
      the
      Counter Bulletin Board (or such other public trading market on which the
      Acquiror’s Common Stock may be trading at such time) for the thirty (30) trading
      days immediately prior to the date that such amount of Damages is determined
      by
      a court of competent jurisdiction or pursuant to a binding settlement agreement
      among the Acquiror and the Company Indemnified Parties (the “Market Value”).


     

    13.6  Limitations
      on Amount - the Shareholder and CMN Management.
      The
      Acquiror shall not be entitled to indemnification from the Shareholder and/or
      CMN Management pursuant to Section 13.2, unless and until the aggregate amount
      of Damages to the Acquiror with respect to such matters under Section 13.2.1
      exceeds $50,000, at which time, the Acquiror shall be entitled to
      indemnification for the total amount of such Damages in excess of $50,000
      subject to a cap of Damages from the Shareholder and CMN Management in the
      aggregate amount of RMB30,000,000 (on a U.S. $ equivalent as of the date of
      execution of this Agreement). Notwithstanding the foregoing cap, in the event
      any claim for indemnification and Damages suffered by the Acquiror directly
      or
      indirectly arise out of or from the gross negligence, fraud or willful
      misconduct of the Company, the Shareholder, and/or CMN Management, there shall
      be no cap.

     

    13.7  Limitations
      on Amount - the Acquiror 

     

    No
      Company Indemnified Party shall be entitled to indemnification pursuant to
      Section 13.3, unless and until the aggregate amount of Damages to all Company
      Indemnified Parties with respect to such matters under Sections 13.3.1 and
      13.4
      exceeds $50,000, at which time, the Company Indemnified Parties shall be
      entitled to indemnification for the total amount of such Damages in excess
      of
      $50,000 subject to a cap of $4,000,000. Notwithstanding the foregoing cap,
      in
      the event any claim for indemnification and Damages suffered by the Company
      or
      the Shareholder directly or indirectly arise out of or from the gross
      negligence, fraud or willful misconduct of the Acquiror or the Acquiror
      Shareholder, there shall be no cap

     

    13.8  Determining
      Damages.
      Materiality qualifications to the representations and warranties of the Company
      and the Acquiror shall not be taken into account in determining the amount
      of
      Damages occasioned by a breach of any such representation and warranty for
      purposes of determining whether the baskets set forth in Sections 13.5 and
      13.6
      have been met.

     

    13.9  Breach
      by Shareholder and CMN Management.
      Nothing
      in this Section 13 shall limit the Acquiror or Acquiror Stockholder’s right to
      pursue any appropriate legal or equitable remedy against the Shareholder or
      any
      member of CMN Management with respect to any Damages arising, directly or
      indirectly, from or in connection with: (a) any breach by the Shareholder and
      CMN Management of any representation or warranty made by the Shareholder and
      CMN
      Management in this Agreement or in any certificate delivered by the Shareholder
      and CMN Management pursuant to this Agreement or (b) any breach by the
      Shareholder and CMN Management of its covenants or obligations in this
      Agreement. All claims of the Acquiror pursuant to this Section 13 shall be
      brought by the Acquiror Stockholders on behalf of the Acquiror and those Persons
      who were stockholders of the Acquiror immediately prior to the
      Closing.

     

    13.10  Breach
      by the Acquiror and/or the Acquiror Stockholder.
      Nothing
      in this Section 13 shall limit the right of the Shareholder and any member
      of
      CMN Management to pursue any appropriate legal or equitable remedy against
      the
      Acquiror with respect to any Damages arising, directly or indirectly, from
      or in
      connection with: (a) any breach by the Acquiror or the Acquiror Stockholder
      of
      any representation or warranty made by the Acquiror or the Acquiror Stockholder
      in this Agreement or in any certificate delivered by the Acquiror or the
      Acquiror Stockholder pursuant to this Agreement or (b) any breach by the
      Acquiror or the Acquiror Stockholder of its covenants or obligations in this
      Agreement. 

     

    SECTION
      XIV  

     

    GENERAL
      PROVISIONS

     

    14.1  Expenses.
      Except
      as otherwise expressly provided in this Agreement, each party to this Agreement
      will bear its respective expenses incurred in connection with the preparation,
      execution, and performance of this Agreement and the transactions contemplated
      by this Agreement, including all fees and expenses of agents, representatives,
      counsel, and accountants. In the event of termination of this Agreement, the
      obligation of each party to pay its own expenses will be subject to any rights
      of such party arising from a breach of this Agreement by another
      party.

     

    14.2  Public
      Announcements.
      The
      Acquiror shall promptly, but no later than three days following the effective
      date of this Agreement, issue a press release disclosing the transactions
      contemplated hereby. Between the date of this Agreement and the Closing Date,
      the Company and the Acquiror shall consult with each other in issuing any other
      press releases or otherwise making public statements or filings and other
      communications with the Commission or any regulatory agency or stock market
      or
      trading facility with respect to the transactions contemplated hereby and
      neither party shall issue any such press release or otherwise make any such
      public statement, filings or other communications without the prior written
      consent of the other, which consent shall not be unreasonably withheld or
      delayed, except that no prior consent shall be required if such disclosure
      is
      required by law or applicable regulations and/or regulator, including, in the
      case of the Shareholder, the Hong Kong Stock Exchange, in which case the
      disclosing party shall provide the other party with prior notice of such public
      statement, filing or other communication and shall incorporate so far as
      practicable, into such public statement, filing or other communication the
      reasonable comments of the other party. After the Closing Date, the Acquiror
      shall consult with the Acquiror Nominees in issuing any press releases or
      otherwise making public statements or filings and other communications with
      the
      Commission or any regulatory agency or stock market or trading facility with
      respect to the transactions contemplated hereby and the Acquiror shall not
      issue
      any such press release or otherwise make any such public statement, filings
      or
      other communications without the prior written consent of the Acquiror Nominees,
      which consent shall not be unreasonably withheld or delayed, except that no
      prior consent shall be required if such disclosure is required by law or
      applicable regulations and/or regulator, in the case of the Shareholder, the
      Hong Kong Stock Exchange, in which case the Acquiror shall provide the Acquiror
      Nominees with prior notice of such public statement, filing or other
      communication and shall incorporate so far as practicable into such public
      statement, filing or other communication the reasonable comments of the Acquiror
      Nominees.

     

    14.3  Confidentiality.

     

    14.3.1  Subsequent
      to the date of this Agreement, the Acquiror, the Shareholder, the Company,
      CMN
      Management will maintain in confidence, and will cause their respective
      directors, officers, employees, agents, and advisors to maintain in confidence,
      any written, oral, or other information obtained in confidence from another
      party in connection with this Agreement or the transactions contemplated by
      this
      Agreement, unless (a) such information is already known to such party or to
      others not bound by a duty of confidentiality or such information becomes
      publicly available through no fault of such party, (b) the use of such
      information is necessary or appropriate in making any required filing with
      the
      Commission, or obtaining any consent or approval required for the consummation
      of the transactions contemplated by this Agreement, or (c) the furnishing or
      use
      of such information is required by or necessary or appropriate in connection
      with legal proceedings.

     

    14.3.2  In
      the
      event that any party is required to disclose any information of another party
      pursuant to clause (b) or (c) of Section 14.3.1, the party requested or required
      to make the disclosure (the “disclosing party”) shall provide the party that
      provided such information (the “providing party”) with prompt notice of any such
      requirement so that the providing party may seek a protective order or other
      appropriate remedy and/or waive compliance with the provisions of this Section
      14.3. If, in the absence of a protective order or other remedy or the receipt
      of
      a waiver by the providing party, the disclosing party is nonetheless, in the
      opinion of counsel, legally compelled to disclose the information of the
      providing party, the disclosing party may, without liability hereunder, disclose
      only that portion of the providing party’s information which such counsel
      advises is legally required to be disclosed, provided that the disclosing party
      exercises its reasonable efforts to preserve the confidentiality of the
      providing party’s information, including, without limitation, by cooperating
      with the providing party to obtain an appropriate protective order or other
      relief assurance that confidential treatment will be accorded the providing
      party’s information.

     

    14.3.3  If
      the
      transactions contemplated by this Agreement are not consummated, each party
      will
      return or destroy as much of such written information as the other party may
      reasonably request.

     

    14.4  Notices.
      All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given when (a) delivered
      by
      hand (with written confirmation of receipt), (b) sent by telecopier (with
      written confirmation of receipt), or (c) when received by the addressee, if
      sent
      by a nationally recognized overnight delivery service (receipt requested),
      in
      each case to the appropriate addresses and telecopier numbers set forth below
      (or to such other addresses and telecopier numbers as a party may designate
      by
      notice to the other parties):

    
      	
               

              If
                to Acquiror:

               

              Metaphor
                Corp.

               

              c/o
                8 Holdings LLC

               

              1900
                Ninth Street, 3rd
                Floor

               

              Boulder,
                CO 80302

               

              USA

            	
               

              with
                a copy to:

               

              Loeb
                & Loeb LLP

               

              345
                Park Avenue

               

              New
                York, New York 10154

            
	
               

              Attention:
                Harlan Kleiman 

               

              Telephone
                No.: 415-477-9911

               

              Facsimile
                No.: 415-399-1366

            	
               

              Attention:
                Mitchell S. Nussbaum, Esq.

               

              Telephone
                No.: (212) 407-4159

               

              Facsimile
                No.: (212) 407-4990

            
	
               

              If
                to Company:

               

              HC
                International, Inc. 

               

              Tower
                B, Huaxing Building 

               

              No.
                42 North Street Xizhimen, Haidian

               

              Beijing,
                PRC 100088 

            	
               

              with
                a copy to:

               

              Herbert
                Smith 

               

              1410
                China World Tower 1 

               

              1
                Jianguomenwai Avenue

               

              Beijing,
                PRC 100004 

            
	
               

              Attention:
                Guo Fansheng 

               

              Telephone
                No.: +86 (0)10 8221 1850 

               

              Facsimile
                No.: +86 (0)10 8221 1933 

            	
               

              Attention:
                Michael Fosh 

               

              Telephone
                No.: +86 (0)10 6505 6512 

               

              Facsimile
                No.: +86 (0)10 6505 6516 

            
	
               

              If
                to Shareholder:

               

              HC
                International, Inc. 

               

              Tower
                B, Huaxing Building 

               

              No.
                42 North Street Xizhimen, Haidian

               

              Beijing,
                PRC 100088 

            	
               

              with
                a copy to:

               

              Herbert
                Smith 

               

              1410
                China World Tower 1 

               

              1
                Jianguomenwai Avenue

               

              Beijing,
                PRC 100004 

            
	
               

              Attention:
                Guo Fansheng 

               

              Telephone
                No.: +86 (0)10 8221 1850 

               

              Facsimile
                No.: +86 (0)10 8221 1933 

            	
               

              Attention:
                Michael Fosh 

               

              Telephone
                No.: +86 (0)10 6505 6512 

               

              Facsimile
                No.: +86 (0)10 6505 6516 

            
	
               

              If
                to CMN Management:

               

              Wu
                Xian 

               

              Room
                502-505, Tower B Tianhai Commercial Building 

               

              107
                North Dongsi Road, Beijing, PRC 

            	
               

              with
                a copy to:

               

              Shen
                Qizhi 

               

              Room
                502-505, Tower B Tianhai Commercial Building 

               

              107
                North Dongsi Road, Beijing, PRC 

            
	
               

              Telephone
                No.: +86 (0)10 8404 3133 

               

              Facsimile
                No.: +86 (0)10 8404 3131 

            	
               

              Telephone
                No.: +86 (0)10 8404 3133 

               

              Facsimile
                No.: +86 (0)10 8404 3131 

            
	
               

              If
                to the Acquiror Stockholder:

               

              8
                Holdings LLC

               

              1900
                Ninth Street, 3rd
                Floor

               

              Boulder,
                CO 80302

               

              USA

               

              Attention:
                Harlan Kleiman 

               

              Telephone
                No.: 415-477-9911

               

              Facsimile
                No.: 415-399-1366

            	
               

              with
                a copy to:

               

              Loeb
                & Loeb LLP

               

              345
                Park Avenue

               

              New
                York, New York 10154

               

              Attention:
                Mitchell S. Nussbaum, Esq.

               

              Telephone
                No.: (212) 407-4159

               

              Facsimile
                No.: (212) 407-4990 

            


    

     

    14.5  Arbitration.
      Any
      dispute or controversy under this Agreement shall be settled exclusively by
      arbitration in the City of New York, County of New York in accordance with
      the
      rules of 

        the
      American
      Arbitration Association then in effect. Judgment may be entered on the
      arbitration award in any court having jurisdiction.

     

    14.6  Further
      Assurances.
      The
      parties agree (a) to furnish upon request to each other such further
      information, (b) to execute and deliver to each other such other documents,
      and
      (c) to do 

        such
      other
      acts and things, all as the other party may reasonably request for the purpose
      of carrying out the intent of this Agreement and the documents referred to
      in
      this Agreement.

     

    14.7  Waiver.
      The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative. Neither the failure nor any delay by any party in exercising any
      right, power, or privilege under this Agreement or the documents referred to
      in
      this Agreement will operate as a waiver of such right, power, or privilege,
      and
      no single or partial exercise of any such right, power, or privilege will
      preclude any other or further exercise of such right, power, or privilege or
      the
      exercise of any other right, power, or privilege. To the maximum extent
      permitted by applicable law, (a) no claim or right arising out of this Agreement
      or the documents referred to in this Agreement can be discharged by one party,
      in whole or in part, by a waiver or renunciation of the claim or right unless
      in
      writing signed by the other party; (b) no waiver that may be given by a party
      will be applicable except in the specific instance for which it is given; and
      (c) no notice to or demand on one party will be deemed to be a waiver of any
      obligation of such party or of the right of the party giving such notice or
      demand to take further action without notice or demand as provided in this
      Agreement or the documents referred to in this Agreement.

     

    14.8  Entire
      Agreement and Modification.
      This
      Agreement supersedes all prior agreements between the parties with respect
      to
      its subject matter (including the Term Sheet between the Acquiror and the
      Company, dated December 6, 2004) and constitutes (along with the documents
      referred to in this Agreement) a complete and exclusive statement of the terms
      of the agreement between the parties with respect to its subject matter. This
      Agreement may not be amended except by a written agreement executed by the
      party
      against whom the enforcement of such amendment is sought.

     

    14.9  Assignments,
      Successors, and No Third-Party Rights.
      No
      party may assign any of its rights under this Agreement without the prior
      consent of the other parties. Subject to the preceding sentence, this Agreement
      will apply to, be binding in all respects upon, and inure to the benefit of
      and
      be enforceable by the respective successors and permitted assigns of the
      parties. This Agreement and all of its provisions and conditions are for the
      sole and exclusive benefit of the parties to this Agreement and their successors
      and assigns.

     

    14.10  Severability.
      If any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree will remain in full force and effect to
      the
      extent not held invalid or unenforceable.

     

    14.11  Section
      Headings, Construction.
      The
      headings of Sections in this Agreement are provided for convenience only and
      will not affect its construction or interpretation. All references to “Section”
      or “Sections” refer to the corresponding Section or Sections of this Agreement.
      All words used in this Agreement will be construed to be of such gender or
      number as the circumstances require. Unless otherwise expressly provided, the
      word “including” does not limit the preceding words or terms.

     

    14.12  Governing
      Law.
      This
      Agreement will be governed by the laws of the State of New York without regard
      to conflicts of laws principles.

     

    14.13  Shareholder
      Representative.

     

    14.13.1  The
      Acquiror shall be entitled to deal exclusively with __________ (the
“Representative”) as the sole and exclusive representative and agent of the
      Shareholder and CMN Management in respect of all matters arising under or
      pertaining to this Agreement, unless and until the Acquiror receives notice
      to
      the contrary as provided in Section 14.13.2 below. Without limiting the
      foregoing, (a) any notice, communication, demand, claim, action or proceeding
      required or permitted hereunder may be delivered by the Acquiror to, or brought
      by the Acquiror against, the Representative in its capacity as agent and
      representative of the Shareholder and CMN Management with the same effect,
      and
      which shall be binding to the same degree, as if delivered to, or brought
      against, the Shareholder and CMN Management individually; (b) any settlement
      or
      other agreement of the Acquiror with the Shareholder and CMN Management in
      its
      capacity as agent and representative of the Shareholder and CMN Management
      in
      respect of all matters arising under or pertaining to this Agreement shall
      have
      the same effect, and be binding upon, the Shareholder and CMN Management to
      the
      same degree as if made with the Shareholder and CMN Management individually;
      and
      (c) except as provided in Section 14.13.2, the Acquiror shall not be required
      to
      recognize or respond to, and shall not be bound by, any notice, communication,
      demand, claim, action or proceeding delivered to or brought against the Acquiror
      by the Shareholder and CMN Management in respect of all matters arising under
      or
      pertaining to this Agreement except through the Representative in its capacity
      as agent and representative of the Shareholder.

     

    14.13.2  The
      Shareholder and CMN Management by notice in writing to the Acquiror signed
      by
      each of them or their legal representative may designate another Person to
      act
      as representative and agent 

        as
      provided
      in Section 14.13.1 above.

     

    14.14  Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed to be an original copy of this Agreement and all of which, when taken
      

        together,
      will be deemed to constitute one and the same agreement.


    
      
        
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    COUNTERPART
      SIGNATURE PAGE

     

    IN
      WITNESS WHEREOF, the parties have executed and delivered this Sale and Purchase
      Agreement as of the date first written above.

     

    Acquiror:

     

    


     

    METAPHOR
      CORP.

     

    


     

    Signed:

     

    


     

    Printed
      name:
      Harlan Kleiman

     

    


     

    Title:
      Partner

     

    Company:

     

    


     

    CHINA
      MEDIA NETWORK INTERNATIONAL INC.

     

    


     

    Signed:

     

    


     

    Printed
      name: Guo
      Fansheng

     

    


     

    Title:Director

     

    Acquiror
      Stockholder:

     

    8
      HOLDINGS, LLC

     

    Signed:

     

    


     

    Printed
      name:
      Harlan Kleiman

     

    


     

    Title:
      Partner

     

    


     

    CMN
      Management:

     

    


     

    


     

     

    Wu
      Xian

     

    


     

    


     

     

    Li
      Shuangqing

     

    


     

    


     

     

    Shen
      Qizhi

     

    


     

    


     

     

    Wang
      Li
      Hong

     

    



    
      
        
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    COUNTERPART
      SIGNATURE PAGE

     

    (FOR
      ISSUANCES PURSUANT TO REGULATION S)

     

    IN
      WITNESS WHEREOF, the parties have executed and delivered this Sale and Purchase
      Agreement as of the date first written above.

     

    Hong
      Kong Huicong International Group Limited

     

    


     

    By: 

     

    Name:
      Guo
      Fansheng

     

    Title:
      CEO

     

    OFFSHORE
      DELIVERY INSTRUCTIONS:

     

    


     

    


     

    Hong
      Kong Huicong International Group Limited 

     

    


     

    Attn: Guo
      Fansheng

     

    


     

    Address: Tower
      B,
      Huaxing Building

     

    No.
      42
      North Street Xizhimen, Haidian,

     

    Beijing,
      

     

    People’s
      Republic of China

     

    


     

    Phone
      No. 86
      (0)10
      8221 1850

     

    


     

    Facsimile
      No. 86
      (0)10
      8221 1933 

     

    


     

    



    
      
        
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    COUNTERPART
      SIGNATURE PAGE

     

    


     

    (FOR
      ISSUANCES PURSUANT TO SECTION 4(2))

     

    IN
      WITNESS WHEREOF, the parties have executed and delivered this Sale and Purchase
      Agreement as of the date first written above.

     

    [ENTITY]

     

    


     

    By: 

     

    Name:

     

    Title:
      

     

    Circle
      the category under which you are an “accredited investor” pursuant to Exhibit
      C:

     

    1 2 3 4 5 6 7 8

     

    ____________________ 

     

    PRINT
      EXACT NAME IN WHICH YOU WANT THE SECURITIES TO BE REGISTERED

     

    Attn:  

     

    


     

    Address:  

     

    


     

     

    


     

     

    


     

    Phone
      No.  

     

    


     

    Facsimile
      No.  

     

    



    
      
        
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    EXHIBIT
      A

     

    


     

    SHARES
      AND ACQUIROR SHARES TO BE EXCHANGED

    
      	
               

              Total
                Shares to be delivered by the Shareholder to Acquiror: 

            	
               

              __________

            
	
               

              Total
                Acquiror Shares to be delivered by the Acquiror to the
                Shareholder:

            	
               

              __________

            


    

     

    


    
      	
              Name
                and Address of

              Each
                Acquiror Shareholder

            	
              Number
                of Shares Owned

            	
              Percentage
                of Total Shares Owned

            	
              Number
                of Total Acquiror Shares

            	
              Percentage
                of Acquiror Common Stock

            
	
               

              Hong
                Kong Huicong International Group Limited

               

               

               

               

               

               

               

            	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    


    
      
        
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    EXHIBIT
      B

     

    


     

    Definition
      of “Accredited Investor”

     

    The
      term
“accredited investor” means:

     

    
      	(1)  	
              A
                bank as defined in Section 3(a)(2) of the Securities Act, or a savings
                and
                loan association or other institution as defined in Section 3(a)(5)(A)
                of
                the Securities Act, whether acting in its individual or fiduciary
                capacity; a broker or dealer registered pursuant to Section 15 of
                the
                Securities Exchange Act of 1934; an insurance company as defined
                in
                Section 2(13) of the Securities Act; an investment company registered
                under the Investment Company Act of 1940 (the “Investment Company Act”) or
                a business development company as defined in Section 2(a)(48) of
                the
                Investment Company Act; a Small Business Investment Company licensed
                by
                the U.S. Small Business Administration under Section 301(c) or (d)
                of the
                Small Business Investment Act of 1958; a plan established and maintained
                by a state, its political subdivisions or any agency or instrumentality
                of
                a state or its political subdivisions for the benefit of its employees,
                if
                such plan has total assets in excess of $5,000,000; an employee benefit
                plan within the meaning of the Employee Retirement Income Security
                Act of
                1974 (“ERISA”), if the investment decision is made by a plan fiduciary, as
                defined in Section 3(21) of ERISA, which is either a bank, savings
                and
                loan association, insurance company, or registered investment advisor,
                or
                if the employee benefit plan has total assets in excess of $5,000,000
                or,
                if a self-directed plan, with investment decisions made solely by
                persons
                that are accredited investors.

            


    

     

    
      	(2)  	
              A
                private business development company as defined in Section 202(a)(22)
                of
                the Investment Advisers Act of
                1940.

            


    

     

    
      	(3)  	
              An
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                corporation, Massachusetts or similar business trust, or partnership,
                not
                formed for the specific purpose of acquiring the securities offered,
                with
                total assets in excess of
                $5,000,000.

            


    

     

    
      	(4)  	
              A
                director or executive officer of the
                Acquiror.

            


    

     

    
      	(5)  	
              A
                natural person whose individual net worth, or joint net worth with
                that
                person’s spouse, at the time of his or her purchase exceeds
                $1,000,000.

            


    

     

    
      	(6)  	
              A
                natural person who had an individual income in excess of $200,000
                in each
                of the two most recent years or joint income with that person’s spouse in
                excess of $300,000 in each of those years and has a reasonable expectation
                of reaching the same income level in the current
                year.

            


    

     

    
      	(7)  	
              A
                trust, with total assets in excess of $5,000,000, not formed for
                the
                specific purpose of acquiring the securities offered, whose purchase
                is
                directed by a sophisticated person as described in Rule 506(b)(2)(ii)
                (i.e., a person who has such knowledge and experience in financial
                and
                business matters that he is capable of evaluating the merits and
                risks of
                the prospective investment).

            


    

     

    
      	(8)  	
              An
                entity in which all of the equity owners are accredited investors.
                (If
                this alternative is checked, the Shareholder must identify each equity
                owner and provide statements signed by each demonstrating how each
                is
                qualified as an accredited
                investor.)

            


    


    
      
        
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    EXHIBIT
      C

     

    


     

    Definition
      of “U.S. Person”

     

    
      	(1)  	
              “U.S.
                person” (as defined in Regulation S)
                means:

            


    

     

    
      	(i)  	
              Any
                natural person resident in the United
                States;

            


    

     

    
      	(ii)  	
              Any
                partnership or corporation organized or incorporated under the laws
                of the
                United States;

            


    

     

    
      	(iii)  	
              Any
                estate of which any executor or administrator is a U.S.
                person;

            


    

     

    
      	(iv)  	
              Any
                trust of which any trustee is a U.S.
                person;

            


    

     

    
      	(v)  	
              Any
                agency or branch of a foreign entity located in the United
                States;

            


    

     

    
      	(vi)  	
              Any
                non-discretionary account or similar account (other than an estate
                or
                trust) held by a dealer or other fiduciary for the benefit or account
                of a
                U.S. person;

            


    

     

    
      	(vii)  	
              Any
                discretionary account or similar account (other than an estate or
                trust)
                held by a dealer or other fiduciary organized, incorporated, or (if
                an
                individual) resident in the United States;
                and

            


    

     

    
      	(viii)  	
              Any
                partnership or corporation if: (A) organized or incorporated under
                the
                laws of any foreign jurisdiction; and (B) formed by a U.S. person
                principally for the purpose of investing in securities not registered
                under the Securities Act, unless it is organized or incorporated,
                and
                owned, by accredited investors (as defined in Rule 501(a)) who are
                not
                natural persons, estates or trusts.

            


    

     

    
      	(2)  	
              Notwithstanding
                paragraph (1) above, any discretionary account or similar account
                (other
                than an estate or trust) held for the benefit or account of a non-U.S.
                person by a dealer or other professional fiduciary organized,
                incorporated, or (if an individual) resident in the United States
                shall
                not be deemed a “U.S. person.”

            


    

     

    
      	(3)  	
              Notwithstanding
                paragraph (1), any estate of which any professional fiduciary acting
                as
                executor or administrator is a U.S. person shall not be deemed a
                U.S.
                person if:

            


    

     

    
      	(i)  	
              An
                executor or administrator of the estate who is not a U.S. person
                has sole
                or shared investment discretion with respect to the assets of the
                estate;
                and

            


    

     

    
      	(ii)  	
              The
                estate is governed by foreign law.

            


    

     

    
      	(4)  	
              Notwithstanding
                paragraph (1), any trust of which any professional fiduciary acting
                as
                trustee is a U.S. person shall not be deemed a U.S. person if a trustee
                who is not a U.S. person has sole or shared investment discretion
                with
                respect to the trust assets, and no beneficiary of the trust (and
                no
                settlor if the trust is revocable) is a U.S.
                person.

            


    

     

    
      	(5)  	
              Notwithstanding
                paragraph (1), an employee benefit plan established and administered
                in
                accordance with the law of a country other than the United States
                and
                customary practices and documentation of such country shall not be
                deemed
                a U.S. person.

            


    

     

    
      	(6)  	
              Notwithstanding
                paragraph (1), any agency or branch of a U.S. person located outside
                the
                United States shall not be deemed a “U.S. person”
                if:

            


    

     

    
      	(i)  	
              The
                agency or branch operates for valid business reasons;
                and

            


    

     

    
      	(ii)  	
              The
                agency
                or branch is engaged in the business of insurance or banking and
                is
                subject to substantive insurance
                or banking regulation, respectively, in the jurisdiction where
                located.

            


    

     

    
      	(7)  	
              The
                International Monetary Fund, the International Bank for Reconstruction
                and
                Development, the Inter-American Development Bank, the Asian Development
                Bank, the African Development Bank, the United Nations, and their
                agencies, affiliates and pension plans, and any other similar
                international organizations, their agencies, affiliates and pension
                plans
                shall not be deemed “U.S. persons.”

            


    

     

    



    
      
        
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    EXHIBIT
      D

     

    


     

    ACCREDITED
      INVESTOR REPRESENTATIONS

     

    Each
      Shareholder indicating that it is an Accredited Investor, severally and not
      jointly, further represents and warrants to the Acquiror as
      follows:

     

    
      	1.  	
              Such
                Shareholder qualifies as an Accredited Investor on the basis set
                forth on
                its signature page to this
                Agreement.

            


    

     

    
      	2.  	
              Such
                Shareholder has sufficient knowledge and experience in finance,
                securities, investments and other business matters to be able to
                protect
                such Shareholder’s interests in connection with the transactions
                contemplated by this Agreement.

            


    

     

    
      	3.  	
              Such
                Shareholder has consulted, to the extent that it has deemed necessary,
                with its tax, legal, accounting and financial advisors concerning
                its
                investment in the Acquiror Shares.

            


    

     

    
      	4.  	
              Such
                Shareholder understands the various risks of an investment in the
                Acquiror
                Shares and can afford to bear such risks for an indefinite period
                of time,
                including, without limitation, the risk of losing its entire investment
                in
                the Acquiror Shares.

            


    

     

    
      	5.  	
              Such
                Shareholder has had access to the Acquiror’s publicly filed reports with
                the SEC.

            


    

     

    
      	6.  	
              Such
                Shareholder has been furnished during the course of the transactions
                contemplated by this Agreement with all other public information
                regarding
                the Acquiror that such Shareholder has requested and all such public
                information is sufficient for such Shareholder to evaluate the risks
                of
                investing in the Acquiror Shares.

            


    

     

    
      	7.  	
              Such
                Shareholder has been afforded the opportunity to ask questions of
                and
                receive answers concerning the Acquiror and the terms and conditions
                of
                the issuance of the Acquiror
                Shares.

            


    

     

    
      	8.  	
              Such
                Shareholder is not relying on any representations and warranties
                concerning the Acquiror made by the Acquiror or any officer, employee
                or
                agent of the Acquiror, other than those contained in this
                Agreement.

            


    

     

    
      	9.  	
              Such
                Shareholder is acquiring the Acquiror Shares for such Shareholder’s own
                account, for investment and not for distribution or resale to
                others.

            


    

     

    
      	10.  	
              Such
                Shareholder will not sell or otherwise transfer the Acquiror Shares,
                unless either (A) the transfer of such securities is registered under
                the
                Securities Act or (B) an exemption from registration of such securities
                is
                available.

            


    

     

    
      	11.  	
              Such
                Shareholder understands and acknowledges that the Acquiror is under
                no
                obligation to register the Acquiror Shares for sale under the Securities
                Act.

            


    

     

    
      	12.  	
              Such
                Shareholder consents to the placement of a legend on any certificate
                or
                other document evidencing the Acquiror Shares substantially in the
                form
                set forth in Section 4.2.5(a).

            


    

     

    
      	13.  	
              Such
                Shareholder represents that the address furnished by such Shareholder
                on
                its signature page to this Agreement and in Exhibit A is such
                Shareholder’s principal residence if he is an individual or its principal
                business address if it is a corporation or other
                entity.

            


    

     

    
      	14.  	
              Such
                Shareholder understands and acknowledges that the Acquiror Shares
                have not
                been recommended by any federal or state securities commission or
                regulatory authority, that the foregoing authorities have not confirmed
                the accuracy or determined the adequacy of any information concerning
                the
                Acquiror that has been supplied to such Shareholder and that any
                representation to the contrary is a criminal
                offense.

            


    

     

    
      	15.  	
              Such
                Shareholder acknowledges that the representations, warranties and
                agreements made by such Shareholder herein shall survive the execution
                and
                delivery of this Agreement and the purchase of the Acquiror
                Shares.

            


    


    
      
        
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    EXHIBIT
      E

     

    


     

    NON
      U.S. PERSON REPRESENTATIONS

     

    Each
      Shareholder indicating that it is not a U.S. person, severally and not jointly,
      further represents and warrants to the Acquiror as follows:

     

    
      	1.  	
              At
                the time of (a) the offer by the Acquiror and (b) the acceptance
                of the
                offer by such Shareholder, of the Acquiror Shares, such Shareholder
                was
                outside the United States.

            


    

     

    
      	2.  	
              No
                offer to acquire the Acquiror Shares or otherwise to participate
                in the
                transactions contemplated by this Agreement was made to such Shareholder
                or its representatives inside the United
                States.

            


    

     

    
      	3.  	
              Such
                Shareholder is not purchasing the Acquiror Shares for the account
                or
                benefit of any U.S. person, or with a view towards distribution to
                any
                U.S. person, in violation of the registration requirements of the
                Securities Act.

            


    

     

    
      	4.  	
              Such
                Shareholder will make all subsequent offers and sales of the Acquiror
                Shares either (x) outside of the United States in compliance with
                Regulation S; (y) pursuant to a registration under the Securities
                Act; or
                (z) pursuant to an available exemption from registration under the
                Securities Act. Specifically, such Shareholder will not resell the
                Acquiror Shares to any U.S. person or within the United States prior
                to
                the expiration of a period commencing on the Closing Date and ending
                on
                the date that is one year thereafter (the “Distribution Compliance
                Period”), except pursuant to registration under the Securities Act or an
                exemption from registration under the Securities
                Act.

            


    

     

    
      	5.  	
              Such
                Shareholder is acquiring the Acquiror Shares for such Shareholder’s own
                account, for investment and not for distribution or resale to
                others.

            


    

     

    
      	6.  	
              Such
                Shareholder has no present plan or intention to sell the Acquiror
                Shares
                in the United States or to a U.S. person at any predetermined time,
                has
                made no predetermined arrangements to sell the Acquiror Shares and
                is not
                acting as a Distributor of such
                securities.

            


    

     

    
      	7.  	
              Neither
                such Shareholder, its Affiliates nor any Person acting on such
                Shareholder’s behalf, has entered into, has the intention of entering
                into, or will enter into any put option, short position or other
                similar
                instrument or position in the U.S. with respect to the Acquiror Shares
                at
                any time after the Closing Date through the Distribution Compliance
                Period
                except in compliance with the Securities
                Act.

            


    

     

    
      	8.  	
              Such
                Shareholder consents to the placement of a legend on any certificate
                or
                other document evidencing the Acquiror Shares substantially in the
                form
                set forth in Section 4.2.5(b).

            


    

     

    
      	9.  	
              Such
                Shareholder is not acquiring the Acquiror Shares in a transaction
                (or an
                element of a series of transactions) that is part of any plan or
                scheme to
                evade the registration provisions of the Securities Act.
                

            


    

     

    
      	10.  	
              Such
                Shareholder has sufficient knowledge and experience in finance,
                securities, investments and other business matters to be able to
                protect
                such Shareholder’s interests in connection with the transactions
                contemplated by this Agreement.

            


    

     

    
      	11.  	
              Such
                Shareholder has consulted, to the extent that it has deemed necessary,
                with its tax, legal, accounting and financial advisors concerning
                its
                investment in the Acquiror Shares.

            


    

     

    
      	12.  	
              Such
                Shareholder understands the various risks of an investment in the
                Acquiror
                Shares and can afford to bear such risks for an indefinite period
                of time,
                including, without limitation, the risk of losing its entire investment
                in
                the Acquiror Shares.

            


    

     

    
      	13.  	
              Such
                Shareholder has had access to the Acquiror’s publicly filed reports with
                the SEC.

            


    

     

    
      	14.  	
              Such
                Shareholder has been furnished during the course of the transactions
                contemplated by this Agreement with all other public information
                regarding
                the Acquiror that such Shareholder has requested and all such public
                information is sufficient for such Shareholder to evaluate the risks
                of
                investing in the Acquiror Shares.

            


    

     

    
      	15.  	
              Such
                Shareholder has been afforded the opportunity to ask questions of
                and
                receive answers concerning the Acquiror and the terms and conditions
                of
                the issuance of the Acquiror
                Shares.

            


    

     

    
      	16.  	
              Such
                Shareholder is not relying on any representations and warranties
                concerning the Acquiror made by the Acquiror or any officer, employee
                or
                agent of the Acquiror, other than those contained in this
                Agreement.

            


    

     

    
      	17.  	
              Such
                Shareholder will not sell or otherwise transfer the Acquiror Shares,
                unless either (A) the transfer of such securities is registered under
                the
                Securities Act or (B) an exemption from registration of such securities
                is
                available.

            


    

     

    
      	18.  	
              Such
                Shareholder understands and acknowledges that the Acquiror is under
                no
                obligation to register the Acquiror Shares for sale under the Securities
                Act.

            


    

     

    
      	19.  	
              Such
                Shareholder represents that the address furnished by such Shareholder
                on
                its signature page to this Agreement and in Exhibit A is such
                Shareholder’s principal residence if he is an individual or its principal
                business address if it is a corporation or other
                entity.

            


    

     

    
      	20.  	
              Such
                Shareholder understands and acknowledges that the Acquiror Shares
                have not
                been recommended by any federal or state securities commission or
                regulatory authority, that the foregoing authorities have not confirmed
                the accuracy or determined the adequacy of any information concerning
                the
                Acquiror that has been supplied to such Shareholder and that any
                representation to the contrary is a criminal
                offense.

            


    

     

    
      	21.  	
              Such
                Shareholder acknowledges that the representations, warranties and
                agreements made by such Shareholder herein shall survive the execution
                and
                delivery of this Agreement and the purchase of the Acquiror
                Shares.

            


    


    
      
        
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    EXHIBIT
      F

     

    PLAN
      OF RESTRUCTURING

     

    


    
      	
              1.

            	
              Background

            


    

    


    
      	 	
              Subject
                to the terms and conditions of this Agreement, the Shareholder and
                the CMN
                Management have agreed to procure the restructuring of the advertising
                and
                media network businesses being currently carried out by the Company
                Subsidiaries, the work of which shall commence immediately after
                the
                signing of this Agreement and be completed before or on the Closing
                Date
                (“Restructuring”).
                The Restructuring will, briefly comprise of two parts: equity transfers
                and capital increase.

            


    

    


    
      	
              2.

            	
              Equity
                Transfer

            


    

    


    
      	 	
              The
                equity transfers contemplated by the Restructuring will be carried
                out in
                the following manner and sequence:-

            


    

    


    
      	 	
              2.1

            	
              北京慧翔信息技术有榰公司(Beijing
                Huixiang Information Technology Co., Ltd., ‘Huixiang
                Information”)
                will transfer its entire interest in北京华媒盛瘺信息技术有榰公司
                (Beijing Huamei Shengshi Information Technology Co., Ltd.) (“Huamei
                Information”)
                to北京慧羖国榻犼瑑有榰公司
                (Beijing HC International Information Co., Ltd, (“Beijing
                HC International”);

            


    

    


    
      	 	
              2.2

            	
              Huamei
                Information and the CMN Management will jointly set up a new company
                in
                China (“Company
                B”).
                

            


    

    


    
      	 	
              2.3

            	
              Huamei
                Information will transfer the 20% interest in 漯州华媒盛瘺广告传播有榰公司(Zhengzhou
                Huamei Shengshi Advertising Broadcasting Co., Ltd., “Zhengzhou
                Huamei”)
                and济南华媒盛瘺广告传播有榰公司Jinan
                Huamei Shengshi Broadcasting Co., Ltd., “Jinan
                Huamei”)
                owned and held by it to Huaxiang
                Information;

            


    

     

    
      	 	
              2.4

            	
              Beijing
                HC International will transfer its entire interest in Huamei Information
                to a BVI company (“BVI
                Company”)
                wholly owned by the Company (i.e.晧港慧羖国榻椺团有榰公司
                (Hong Kong Huicong International Group Limited)). The remaining 2%
                interest in Huamei Information will be owned and held by the CMN
                Management. At this point, Huamei Information will be transformed
                into a
                Chinese-foreign joint venture enterprise.


            


    

    


    
      	 	
              2.6

            	
              Huixiang
                Information will transfer the 80% interest in北京华媒盛瘺广告有榰公司Beijing
                Huamei Shengshi Advertising Co., Ltd., “Beijing
                Huamei”)
                owned and held by it to Company B.

            


    

    


    
      	 	
              2.7

            	
              北京慧羖港网广告有榰公司(Beijing
                Huicong Goldnet Advertising Co., Ltd.) will transfer the 51% interest
                in兰州华媒广告传播有榰公司(Lanzhou
                Huamei Advertising Broadcasting Co., Ltd.) owned and held by it to
                Beijing
                Huamei;

            


    

    


    
      	 	
              2.8
                

            	
              北京慧翔网络技术有榰公司
                (Beijing Huixiang Network Technology Co., Ltd.) and Xian Wu will
                transfer
                the 51% and 25% interest in 兰州华媒盛瘺广告传播有榰公司
                (Lanzhou Huamei Shengshi Advertising Broadcasting Co., Ltd.) respectively
                owned and held by them to Beijing
                Huamei.

            


    

    


    
      	2.9  	
              Huixiang
                Information will transfer the 20% interest in Zhengzhou Huamei and
                Jinan
                Huamei held and owned by it to Company
                B.

            


    

    


    
      	3.  	
              Capital
                Increase

            


    

    


    
      	 	
              To
                carry out the equity transfers and the overseas investment described
                in
                Section 2 above, Huamei Information will need to increase its registered
                capital from RMB1,000,000 to RMB20,000,000. Beijing HC International
                will,
                in turn, have to increase its equity investment in Huamei Information
                by
                RMB19,000,000. 

            


    

    


    
      	
              4.

            	
              Outcome
                of the Restructuring 

            


    

    


    
      	 	
              Upon
                completion of the Restructuring, (a) Huamei Information shall become
                a
                Chinese-foreign invested enterprise incorporated in China, 98% interest
                of
                which shall be directly held by the Company; and (b) Huamei Information
                shall become the holding company of all the domestic advertising
                businesses being carried out by the group members of HC International
                at
                the date of signing of this
                Agreement.

            


    

    


     

    



    
      
        
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    EXHIBIT
      G

     

    VOTING
      AGREEMENT

     

    



    
      
        
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    EXHIBIT
      H

     

    


    Term
      Sheet of the Shareholders’ Loan Agreement

     

    


     

    Borrower:  Metaphor
      Corp.

     

    Lender:
        Hong
      Kong
      Huicong International Group Limited

     

    
      	
              Loan
                Amount: 

            	
              U.S.
                $ equivalent of RMB30,000,000 as of the execution of the Sale and
                Purchase
                Agreement

            


    

     

    
      	
              Purpose:

            	 	
              To
                repay the indebtedness owed to the Lender by the Acquired Companies
                (as
                defined in the Sale and Purchase Agreement between Metaphor Corp.,
                Hong
                Kong Huicong International Group Limited and 8 Holdings LLC (“SPA”),
                which will become the subsidiaries of the Borrower upon closing of
                the
                SPA.

            


    

     

    
      	
              Final
                Maturity Date:

            	 	
              Five
                years from the closing of. The SPA (“Closing”)

            


    

     

    
      	
              Interest
                Rate:

            	 	
              1%
                over LIBOR 

            


    

     

    
      	
              Interest
                Payment Dates:

            	 	
              The
                interest payment dates shall be June 30 and December 31 of each year.
                Interest shall be payable semi-annually in arrear on the interest
                payment
                dates. 

            


    

     

    
      	 	 	
              Repayment
                (US$ equivalent as of the execution of the Sale and Purchase
                Agreement)

            


    

     

    3rd
      anniversary of Closing RMB10,000,000

     

    5th
      anniversary of Closing RMB20,000,000

     

    
      	
              Currency:

            	 	
              All
                principal repayments and interest payments to the Lender shall be
                made in
                cash and be the equivalent in US Dollars. The exchange rate of US
                Dollars
                for Renminbi to be applied to the principal repayment and interest
                payment
                shall be based on the average of the bid and offer prices for cash
                remittance quoted by the People’s Bank of China on the date of repayment
                and payment as the case may be. 

            


    

     

    
      	
              Taxation
                and Deductions:

            	 	
              All
                payments by the Borrower to the Lender under the Shareholder’s Loan
                Agreement shall be made free and clear of all taxes, levies, withholding
                or deductions of whatever nature, as well as stamp duty, levy or
                other
                form of charge applied by the relevant tax
                authorities.

            


    

     

    
      	
              Documentation:

            	 	
              The
                Shareholder’s Loan will be subject to execution of a Shareholder’s Loan
                Agreement in form and content satisfactory to the parties containing
                provisions customary for transactions of this nature. The parties
                shall
                execute the Shareholder’s Loan Agreement on or prior to the Closing.
                

            


    

     

    
      	
              Governing
                Law:

            	 	
              The
                Laws of the Hong Kong Special Administrative
                Region.

            


    

     


    
      
        
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    EXHIBIT
      I

     

    SHAREHOLDER
      WIRE TRANSFER INSTRUCTIONS

     

    


     

    Bank
      Name:  The
      Hongkong and Shanghai Banking Corporation Limited

     

    Bank
      Address: No.
      1
      Queen’s Road, Central, Hong Kong

     

    SWIFT
      Code: HSBCHKHHHKH

     

    Company
      Name: Hong
      Kong
      Huicong International Group Limited

     

    Account
      No.:  

     

    USD
      account: 162-201214-274

     

    HSBC
      phone no.: 00852-27483322