STOCK
PURCHASE AGREEMENT
  THIS STOCK PURCHASE
AGREEMENT (the “Agreement”),
dated as of August 11, 2010 (the “Execution
Date”), is made and entered into by and between First Jet Investments
Limited, a company organized under the laws of the British Virgin Islands
(“Seller”), Seller’s wholly-owned subsidiary New Crown Technology Limited, a
company organized under the laws of Hong Kong (“New Crown”),
and Jun Tang, an individual who has been the principal of the Seller and New
Crown (the “Principal”),
and China Architectural Engineering, Inc., a Delaware corporation (“CAE”).
  WITNESSETH:
  WHEREAS,
Seller owns 100% of the equity interests of New Crown, and New Crown owns 100%,
or RMB 10,000,000, of the equity interest in Shanghai ConnGame Network Ltd., a
company organized under the laws of the People’s Republic of China with a
registered capital of RMB 10,000,000 as of the date of this Agreement (“ConnGame”),
as set forth in Section 3.01(b) of the disclosure schedule attached hereto as
Exhibit A (“Disclosure
Schedule”);
  WHEREAS, New
Crown is a holding company that holds 100% of the equity interests of ConnGame
is engaged in the business of developing and operating Massively Multiplayer
Online Role-Playing Games (MMORPGs) (the “Business”);
and
  WHEREAS, CAE
desires to acquire from Seller and Seller desires to sell to CAE 60% of the
equity interest of New Crown (the “Transferred
Equity”) and thereby becoming a 60% indirect holder of the outstanding
equity interest of ConnGame (the “Acquisition”).
  NOW, THEREFORE, in
consideration of the representations, warranties, covenants and agreements
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
 
 ARTICLE
ONE
 DEFINITIONS
  1.01
              Definitions.
  In this Agreement, the following terms shall have the
meanings set forth below unless the context provides or requires
otherwise:
  “1933
Act” means the Securities Act of 1933, as
amended.
  “Affiliate”
means, with respect to any Person, any other Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with such Person.  “Control” for this purpose
means possession, directly or indirectly, of more than fifty percent (50%) of
the voting power of a Person.
  “Entity”
means any sole proprietorship, corporation, partnership of any kind having a
separate legal status, limited liability company, business trust, unincorporated
organization or association, mutual company, joint stock company or joint
venture.
  1
  “Environmental
Law” means and includes all statutes, regulations, rules, policy,
guidance, ordinances, codes, common law, licenses, permits, orders, approvals,
plans, authorizations, concessions, franchises and similar items, of all
Governmental Authorities and all judicial and administrative and regulatory
writs, injunctions, decrees, judgments and orders to which ConnGame or CAE is a
party or is otherwise directly bound, now or which becomes effective on or
before the Closing Date relating to land use (other than zoning/planning), air,
soil, surface water, groundwater (including the protection, cleanup, removal,
remediation or damage thereof), human health and safety or any other
environmental matter, including the following laws and all corresponding
regulations and their equivalent or similar laws and regulations in any other
jurisdiction, in each case as the same may be amended from time to time: the PRC
Environmental Protection Law, the PRC Law on the Prevention and Control of Water
Pollution and its Implementation Rules, the PRC Law on the Prevention and
Control of Air Pollution and its Implementation Rules, the PRC Law on the
Prevention and Control of Solid Waste Pollution, and the PRC Law on the
Prevention and Control of Noise Pollution; Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (CERCLA), 42 U.S.C. §§ 9601 et seq.;
Federal Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; Clean
Water Act, 33 U.S.C. §§ 1251 et seq.; Toxic Substances Control Act, 15 U.S.C. §§
2601 et seq.; Refuse Act 33 U.S.C. § 407; Occupational Safety and Health Act, 29
U.S.C. §§ 651 et seq.; Clean Air Act, 42 U.S.C. §§ 7401 et seq.; Environmental
Protection Act 1990 (UK); the Water Resources Act 1990 (UK); and the Health and
Safety at Work etc. Act 1974 (UK) and any federal, state, and local counterparts
and equivalents thereto.
  “GAAP”
means generally accepted accounting principles in the United
States.
  “Governmental
Authority” means (i) any federal, state, county, municipal or other
government, domestic or foreign, or any agency, board, bureau, commission,
court, department or other instrumentality of any such government, or (ii) any
Person having the authority under any applicable Governmental Requirement to
administer, assess, collect or impose Taxes.
  “Governmental
Requirement” means at any time (i) any law, statute, code, ordinance,
order, rule, regulation, judgment, decree, injunction, writ, edict, award,
authorization or other requirement of any Governmental Authority in effect at
that time or (ii) any obligation included in any certificate, certification,
franchise, permit or license issued by any Governmental Authority or resulting
from binding arbitration, including any requirement under common law, at that
time.
  “Hazardous
Substances”means
and include any substance: (i) the presence of which requires reporting,
investigation, removal or remediation under any Environmental Law; (ii) that is
defined as a “hazardous waste,” “hazardous substance,” “toxic substance,” or
“pollutant” or “contaminant” under any Environmental Law; (iii) the presence of
which causes or threatens to cause a nuisance, trespass or other tortious
condition or poses a hazard to the health or safety of persons; or (iv) that
contains gasoline, diesel fuel or other petroleum hydrocarbons, PCBs, asbestos,
silica or urea formaldehyde foam insulation.
  “Hong
Kong” means the Hong Kong Special Administrative Region of the People’s
Republic of China.
  2
  “Knowledge”
means, as it relates to Seller, New Crown, ConnGame, the actual knowledge of
Principal, plus such knowledge as Principal would have acquired after due
investigation of the relevant fact or matter (including making all necessary
enquiries with the respective officers, directors and employees of ConnGame),
regardless of whether such investigation has actually occurred, and as to any
other Person, the actual knowledge of a specified Person of any particular fact
or other matter after due investigation, and the words “aware,” “known” or
similar words, expressions or phrases shall be construed
accordingly.
  “Lease”
means any lease, sub-lease, tenancy agreement, sub-tenancy agreement, licence or
any other document (including any option for extension relating thereto) granted
or agreed to be granted to ConnGame or pursuant to which it holds or occupies
any Leased Property, details of which are set forth in Section 3.1(m) of the
ConnGame Disclosure Schedule.
  “Legal
Requirement” means any law, regulation, rule, ordinance, decree, order or
other standard imposed by a Governmental Authority applicable to a party or the
conduct or operation of its business or the ownership or use of any of its
assets, including, in the case of ConnGame, all those imposed under the any
laws, rules, regulations or requirements of any other applicable
jurisdiction.
  “License”
means any license, certification, permit or other authorization from any
Governmental Authority necessary for ConnGame  to conduct the Business
or any part thereof or own or operate any of its assets and
properties.
  “Material
Adverse Effect” means (i) with respect to CAE, a material adverse effect
on the business, operations, affairs, properties, assets or condition (financial
or otherwise) of such party; and (ii) with respect to ConnGame, any event,
circumstance, occurrence, fact, condition, change or effect which, individually
or in the aggregate (a) has or would be reasonably expected to have a material
adverse effect on the business, operations, affairs, properties, assets or
condition (financial or otherwise) of ConnGame, or (b) will or would be
reasonably expected to adversely affect the ability of ConnGame, New Crown, or
Seller to consummate the transactions contemplated under this Agreement or any
other Transaction Document to which it is a party.
  “Permitted
Liens” means, with respect to the property or other assets of
ConnGame  (or any revenues, income or profits of
ConnGame  therefrom):  (i) Liens for Taxes if the same are
not at the time due and delinquent; (ii) Liens of carriers, warehousemen,
mechanics, laborers and materialmen for sums not yet due; (iii) Liens incurred
in the ordinary course of the Business in connection with workers’ compensation,
unemployment insurance and other social security legislation; (iv) Liens
incurred in the ordinary course of the Business in connection with deposit
accounts or to secure the performance of bids, tenders, trade contracts,
statutory obligations, surety and appeal bonds, performance and return of money
bonds and other obligations of like nature; (v) easements, rights-of-way,
reservations, restrictions and other similar encumbrances incurred in the
ordinary course of the Business or existing on property and not interfering in
any material respect with the ordinary conduct of the Business or the use of
that property; and (vi) defects or irregularities in ConnGame’s interest in its
real properties which do not materially (A) diminish the value of the surface
estate or (B) interfere with the ordinary conduct of the Business or the use of
any of such properties.
  3
  “Person”
means any natural person, Entity, estate, trust, union or employee organization
or Governmental Authority.  Person includes any other Person that,
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with such Person. “Control” for this
purpose means possession, directly or indirectly, of more than fifty percent
(50%) of the voting power of a Person.
  “PRC”
means the People’s Republic of China, excluding, for the purposes of this
Agreement, the Macau Special Administrative Region, Hong Kong and
Taiwan.
  “Solvent”
means, for any Person on a particular date, that on such date (a) the fair
value of the property of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities, of such
Person, (b) the present fair saleable value of the assets of such Person is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe it will, incur debts and
liabilities beyond such Person’s ability to pay as such debts and liabilities
mature, (d) such Person is not engaged in a business or a transaction, and
is not about to engage in a business or a transaction, for which such Person’s
property would constitute an unreasonably small capital, and (e) such
Person is able to pay its debts as they become due and payable.
  “Statutory
Plans” means statutory or other benefit plans which ConnGame or any
ConnGame Subsidiary is required to participate in or comply with pursuant to any
applicable statutes, laws, rules, regulations, codes, notices, circulars,
orders, edicts, decrees, practices or promulgations of any Governmental
Authority in any jurisdiction, including plans administered pursuant to
applicable health tax, workplace safety insurance and employment insurance
legislation and, without any limitation to the foregoing, including any
statutorily required employee compensation insurance, and any social insurance,
social security or welfare benefit contributions required under the laws of the
PRC or any other applicable jurisdiction.
  “Taxes”
meansand
includes all forms of taxes, charges, fees, imposts, duties, levies, deductions,
withholdings or other assessments of any nature imposed, levied, collected,
withheld or assessed by any Governmental Authority or other taxing or similar
authority in any part of the world, including income, gross receipts, excise,
property, sales, use, transfer, payroll, licence, value added, social security,
national insurance (or other similar contributions or payments), franchise,
estimated, severance, customs and stamp taxes (including any interest, fines,
penalties, charges or additions attributable to, claimed, payable or imposed on
or with respect to, any such taxes, charges, fees, levies or other
assessments).
  “Tax
Returns” means any return, statement, declaration, notice, certificate,
report or other document that is or has been filed with or submitted to, or
required to be filed with or submitted to, any Governmental Authority in
connection with the determination, assessment, collection or payment of any Tax
or in connection with the administration, implementation or enforcement of or
compliance with any Legal Requirement or Governmental Requirement related to any
Tax.
  “Transaction
Documents” means this Agreement, and any other agreements, documents and
instruments delivered under or pursuant to any of the
foregoing.
  4
  ARTICLE
TWO
 SALE
AND PURCHASE; PURCHASE PRICE; CLOSING
  2.01
              Purchase
      and Sale of the Transferred Equity.
  At the
Closing, subject to the terms and conditions of this Agreement, Seller agrees to
sell, transfer, assign, convey and deliver the Transferred Equity to CAE or its
designee(s), free and clear of any liens, encumbrances, pledge, security
interest, restrictive covenant, burden or charge of any kind or nature
whatsoever, legal or equitable, or any item similar or related to the foregoing
(“Liens”),
together with all rights attaching thereto including the right to receive all
dividends and distributions declared, made or paid on or after the date of
Closing.
  2.02
              Delivery
      of Certificate of Capital and Proof of
Transfer.
  At the
Closing, Seller shall deliver to CAE:
  (a)
a certificate of capital verifying that CAE or its designee(s) has been
registered as holding the Transferred Equity, including all original
certificates representing such Transferred Equity, which certificates shall be
accompanied by instruments of transfer of the Transferred Equity duly executed
by the Seller in favor of CAE (or such other person(s) as CAE may
direct);
  (b) to
the extent any of the same shall not have been provided prior to Closing, all
documents required in Section 7.01 and such other documents as CAE may require
evidencing the fulfilment of the conditions precedent thereunder;
and
  (c) any
and all documents related to effecting the transfer of Transferred Equity to
CAE, in addition to such documents, approvals, consents, proof of notices, and
reports from the proper Governmental Authorities or other parties evidencing
that such transfer has taken place.
  2.03
              Purchase
      Price.
  (a)             CAE shall cause to
be issued to Seller, in full consideration for the sale, assignment, transfer,
conveyance and delivery of the Transferred Equity to CAE, an aggregate of Twenty
Five Million (25,000,000) shares of CAE’s common stock, $0.001 par value per
share, at the Closing (“CAE Shares”).
  2.04
              Closing.
  The closing of the transactions contemplated by this
Agreement (the “Closing”)
shall take place at the offices of K&L Gates LLP, 10100 Santa Monica
Boulevard, 7th Floor,
Los Angeles, California 90067 at 10:00 a.m., Pacific Standard time as soon as
practical after the conditions precedent set forth herein are met or otherwise
waived in accordance with the terms of this Agreement, or such other place and
date as the parties may mutually agree upon (the “Closing
Date”).
  5
  ARTICLE
THREE
 REPRESENTATIONS
AND WARRANTIES OF SELLER AND NEW CROWN
 RELATING
TO CONNGAME AND THE TRANSFERRED EQUITY
  3.01
              Representations
      and Warranties of Seller, New Crown and Principal relating to ConnGame and
      the Transferred Equity.
  All
references in this Section 3.01 to ConnGame, other than those in paragraphs (b),
(c), (d) and (g), shall be read and construed as a reference to
ConnGame.  Seller, New Crown and Principal, jointly and severally,
hereby represent and warrant to CAE as follows:
  (a)         Corporate
Status.Each of New Crown and ConnGame is a company duly
organized, validly existing and in good standing under the laws of the place of
its incorporation or establishment, with full corporate power and authority to
own its property and to carry on its business as presently
conducted.  Each of New Crown and ConnGame is qualified to do business
as a foreign corporation in any other jurisdiction where the character or
location of the property owned, leased or operated by it or the nature of the
business conducted by it makes such qualification necessary.  Each of
New Crown and ConnGame has made available to CAE true and complete copies of its
Memorandum and Articles of Association or equivalent constitutional documents,
including articles, other organizational documents and certificates of approval
and any related joint venture contracts, including any amendments
thereto.  The articles, other constitutional documents and
certificates of approval and any related joint venture contracts of ConnGame are
valid and have been duly approved and registered (as applicable) by competent
PRC Governmental Authorities.  The minute books of each ofNew
Crown andConnGame,
as heretofore made available to CAE, are correct and complete in all material
respects.  New Crown is a holding company and has no operations,
assets (other than its ownership interest in ConnGame) or liabilities (other
than as a result of this Agreement and New Crown’s status as the common parent
for the consolidated Tax Returns (and similar status for state, local and
foreign unitary, combined or similar Tax Returns) of the Company and
ConnGame).
  (b)         Capitalization.The
registered capital of ConnGame is RMB 10,000,000 and New Crown has 10,000
capital shares authorized with HKD1.00 par value and 10,000 shares issued and
outstanding.  Set forth in Section 3.01(b) of the ConnGame Disclosure
Schedule is a complete and correct list of the names, addresses and beneficial
ownership of each of the registered holders of the registered capital of
ConnGame and outstanding shares of New Crown.  The registered capital
of ConnGame and shares of New Crown have been duly authorized and validly issued
in compliance with applicable law (including federal and state securities laws
and their PRC or other equivalents), and is fully paid and nonassessable, and
was not issued in violation of any statutory, contractual or other preemptive
rights, rights of first refusal or similar rights.  There are no
outstanding options, warrants, rights, puts, calls, commitments, conversion
rights, plans or other agreements of any character to which ConnGame, New Crown
or Seller is a party or otherwise bound which provide for the acquisition,
disposition or issuance of any part of the equity capital of or any other
securities exercisable or convertible into or exchangeable for any part of the
capital of ConnGame or New Crown.  There is no personal liability, and
there are no preemptive or similar rights, statutory or otherwise, attached to
the Transferred Equity.  No registered holder of the equity capital of
New Crown or ConnGame or any other holder of any each of the securities of the
foregoing has any rights, “demand,” “piggy-back” or otherwise, to have such
securities registered under the 1933 Act or similar statute under other foreign
jurisdictions.
  6
  (c)             Ownership
of the Transferred Equity and ConnGame.Seller
is the record and beneficial owner of the Transferred Equity and New Crown is
the 100% holder of the equity interests of ConnGame.  Seller has good
and marketable title to the Transferred Equity, free and clear of any Liens and
New Crown has good and marketable title to its equity interests in ConnGame,
free and clear of any Liens.  New Crown’s ownership of equity
ownership is held through trust agreements with the Principal and Mr. Xiaolan
Zhu (the “Trust
Agreements”) that are fully
enforceable against the Principal and Mr. Xialoan Zhu and any other third Person
under PRC laws or the laws of any other applicable jurisdiction.  The
outstanding equity of New Crown and the Transferred Equity are duly authorized,
validly issued, fully paid and nonassessable and Seller has complete and
unrestricted power and the unqualified right to sell, assign, transfer and
deliver the Transferred Equity to CAE, and New Crownhas complete and
unrestricted power over the equity of
ConnGame.
  (d)           No
Subsidiaries.  Other than ConnGame, New Crown has no
subsidiaries.  ConnGame does not own, or have any interest in any
shares or have any outstanding interest in any other Person.
  (e)            Corporate
Authority; Authorized and Effective Agreement.  Seller and New
Crown has full legal capacity and power to execute and deliver this Agreement
and each of Seller, and New Crown and ConnGame has full legal capacity and power
to execute and deliver the Transaction Documents to which ConnGame or Seller is
a party, which Agreement and Transaction Documents have been or will, on or
prior to Closing, be duly executed and delivered by such parties and constitute
the valid and binding obligation of such parties except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.
  (f)           
No
Conflict.The execution, delivery, performance and the
consummation of the transactions contemplated by this Agreement and the
Transaction Documents by ConnGame, Seller, New Crown, and Principal will not,
directly or indirectly, (i) violate any Legal Requirement or any Governmental
Requirement; (ii) violate the Memorandum and Articles of Association or
equivalent organizational documents of New Crown or ConnGame; (iii) violate any
judgment, award or decree to which ConnGame, New Crown or Seller is a party or
by which ConnGame, New Crown or Seller is bound; (iv) violate any provision of
any material indenture, agreement or other instrument to which ConnGame, New
Crown or Seller is a party, or by which ConnGame, New Crown Seller, or any of
their respective properties or assets is bound or affected, or result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any such indenture, agreement or other instrument, except any indenture,
agreement or other instrument that will be satisfied in full at or before
Closing; (v) result in the creation or imposition of any Lien upon any of the
properties or assets of ConnGame; or (vi) result in any suspension, revocation,
impairment, forfeiture or non-renewal of any License of
ConnGame.
  7
  (g)             Financial
Statements of ConnGame.  ConnGame
has furnished to CAE audited financial statements of ConnGame prepared on
consisting of balance sheets as of December 31, 2009 and 2008, and the related
statements of income, changes in shareholders’ equity and cash flows for the two
(2) years ended December 31, 2009 (the “ConnGame Balance Sheet
Date”) and the
unaudited interim balance sheet, income statement, changes in shareholders’
equity and cash flows as of March 31, 2010 (collectively, all of such
consolidated financial statements are referred to as “ConnGame Financial
Statements”).  The
ConnGame Financial Statements have been prepared in accordance with GAAP applied
on a consistent basis during the periods involved (except as may be indicated in
the notes thereto) and fairly present in all material respects the consolidated
financial position of ConnGame as of the dates thereof and its consolidated
results of operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to the absence of notes and normal year-end audit
adjustments).
  (h)             Absence
of Undisclosed Liabilities.  ConnGame has no liabilities or
obligations (whether accrued, absolute, contingent or otherwise) except: (i) as
set forth in Section 3.01(h) of the ConnGame Disclosure Schedule, (ii) as set
forth on the ConnGame Financial Statements or (iii) as incurred since the
ConnGame Balance Sheet Date in the ordinary course of business and usual and
normal in amount both individually and in the aggregate.
  (i)             Absence
of Changes.  Except as set forth in Section 3.01(i) of the
ConnGame Disclosure Schedule, since the ConnGame Balance Sheet Date, ConnGame
has operated its business in the ordinary course consistent with ConnGame’s past
practice, and there has not been any Material Adverse Effect with respect to
ConnGame.
  (j)             Reports
and Records.  Each of New Crown and ConnGame and its employees
have filed all reports and maintained all records and licenses required to be
filed or maintained by it.  All such documents and reports complied in
all material respects with applicable requirements of law and rules and
regulations in effect at the time such documents and reports were filed and
contained in all material respects the information required to be stated
therein.
 
 (k)            Taxes.
  (i)           Each
of New Crown and ConnGame has timely filed all Tax Returns required to be filed
on or before the date hereof and will timely file all Tax Returns required to be
filed on or before Closing under any applicable laws and
regulations.  Such Tax Returns are true, correct and complete in all
respects.  All Taxes due and owing by each of New Crown and ConnGame
(whether or not showing on any Tax Return) have been paid.  Neither
new Crown nor ConnGame is currently the beneficiary of any extension of time in
which to file any Tax Return.  No written claim has ever been made by
any authority in a jurisdiction where New Crown and/or ConnGame does not file
Tax Returns that ConnGame New Crown and/or  is or may be subject to
taxation by that jurisdiction.  There are no liens for Taxes (other
than for Taxes not yet due and payable) upon any of the assets of New Crown or
ConnGame.  New Crown and ConnGame has not waived any statute of
limitations in respect of Taxes or agreed to any extension of time with respect
to a Tax assessment or deficiency.
  8
  (ii)           Each
of ConnGame and New Crown has withheld and paid all Taxes required to have been
withheld and paid in connection with any amounts paid or owing to any employee,
independent contractor, creditor, stockholder, or other third
party.  Proper records have been maintained in respect of all such
deductions and payments and all applicable laws, rules and regulations have been
complied with.
  (iii)          Neither
of ConnGame, New Crown nor any director or officer (or employee responsible for
Tax matters) thereof expects any authority to assess any additional Taxes for
any period for which Tax Returns have been filed.  No foreign,
federal, state, or local tax audits or administrative or judicial Tax
proceedings are pending or being conducted with respect to each of ConnGame and
New Crown.  Each of ConnGame and New Crown has not received from any
Governmental Authority (including jurisdictions where each of ConnGame and New
Crown does not file Tax Returns) any (1) written notice indicating an intent to
open an audit or other review, (2) request for information related to Tax
matters, or (3) notice of deficiency or proposed adjustment for any amount of
Tax proposed, asserted, or assessed by any taxing authority against ConnGame or
New Crown.
  (iv)          Neither
New Crown nor ConnGame is a party to any agreement, contract, arrangement or
plan that has resulted or could result, separately or in the aggregate, in
payment of (1) any “excess parachute payment” within the meaning of Section 280G
of the Internal Revenue Code of 1986, as amended (the “Code”) from
this transaction (or any corresponding provision of state, local or foreign Tax
law) or (2) any amount that will not be fully deductible as a result of Code
Section 162(m) (or any corresponding provision of state, local or foreign Tax
law).
  (v)           Neither
New Crown nor ConnGame has been a member of an affiliated group filing a
consolidated federal income Tax Return and ConnGame has never been a member of
any group for Tax purposes (other than the group comprising solely each
other).  Each of ConnGame and New Crown does not have any liability
for the Taxes of any Person or Entity under any applicable Legal Requirement as
a transferee or successor, by contract, or otherwise.  No act or
transaction has been or will, either on or before the Closing, be affected by
ConnGame, New Crown, Seller or any other Person in consequence of which ConnGame
or New Crown is or may be held liable for Taxes primarily chargeable against
some other Person.
  (vi)          The
unpaid Taxes of each of ConnGame and New Crown (1) did not, as of the date of
the most recent balance sheet included in the ConnGame Financial Statements,
exceed the reserve for Tax liability (rather than any reserve for deferred Taxes
established to reflect timing differences between book and Tax income) set forth
on the face of such balance sheet (rather than in any notes thereto) and
(2) do not and will not exceed such reserve as adjusted for the passage of
time through the date of the Closing in accordance with the past custom and
practice of each of ConnGame and New Crown in filing its Tax
Returns.  Since the date of the most recent balance sheet included in
the ConnGame Financial Statements, each of ConnGame and New Crown has not
incurred any liability for Taxes arising from extraordinary gains or losses, as
that term is used in GAAP, outside the ordinary course of business consistent
with past custom and practice.
  9
  (vii)         No
power of attorney has been granted by each of ConnGame and New Crown with
respect to any matters relating to Taxes that is currently in
effect.
  (viii)        Each
of ConnGame and New Crown has not filed any disclosures under Code Sections 6662
or 6011 or comparable provisions of state, local or foreign law to prevent the
imposition of penalties with respect to any Tax reporting position taken on any
Tax Return.
  (ix)          Each
of ConnGame and New Crown will not be required to include any item of income in,
or exclude any item of deduction from, taxable income for any taxable period (or
portion thereof) ending after the Closing Date as a result of any (A) change in
method of accounting for a taxable period ending on or prior to the Closing
Date; (B) “closing agreement” as described in Code Section 7121 (or any
corresponding or similar provision of state, local or foreign income Tax law)
executed on or prior to the Closing Date; (C) intercompany transactions or any
excess loss account described in Treasury Regulations under Code Section 1502
(or any corresponding similar provision of state, local or foreign income Tax
law); (D) installment sale or open transaction disposition made on or prior to
the Closing Date; or (E) prepaid amount received on or prior to the Closing
Date.
  (x)           Each
of ConnGame and New Crown does not own an interest in real property in any
jurisdiction in which a Tax is imposed, or the value of the interest is
reassessed, on the transfer of any interest in real property and which treats
the transfer of an interest in an entity that owns an interest in real property
as a transfer of the interest in real property.
  (xii)         Each
of ConnGame and New Crown has not, in the past ten (10) years, (i) acquired
assets from another corporation in a transaction in which the Tax basis of the
acquired assets was determined, in whole or in part, by reference to the Tax
basis of the acquired assets (or any other property) in the hands of the
transferor or (ii) acquired the stock of any corporation which is a qualified
subchapter S subsidiary.
  10
  (xiii)           Each
of ConnGame and New Crown has not entered into or been engaged in or been a
party to any transaction which is artificial or fictitious or any transaction or
series of transactions or scheme or arrangement of which the main or dominant
purpose or one of the main or dominant purposes was the avoidance or deferral of
or reduction in the liability to Tax of each of ConnGame and New Crown, to the
extent that such arrangement is prohibited under any Legal Requirement or
Governmental Requirement.  No Tax scheme in effect, as previously
applied in the ConnGame Financial Statements, has been or will be illegal under
any Legal Requirement or Governmental Requirement or adversely affect the
financial condition of each of ConnGame and New Crown or the operation of the
Business.  None of the assets and properties of ConnGame has been
purchased at an under value or been given to ConnGame in circumstances where the
gift or element of under value might be subject to or give rise to any form of
Tax, estate duty chargeable or assessable against each of ConnGame and New Crown
or on any of its assets.
  (xiv)           Each
of ConnGame and New Crown has sufficient records to permit accurate calculation
of the Tax liability or relief which would arise upon a disposal or realisation
on completion of each asset owned by each of ConnGame and New Crown at the
ConnGame Balance Sheet Date or acquired by each of ConnGame and New Crown before
Closing and has otherwise maintained accurate and complete books of account and
records with respect to all transactions and other matters occurring on or
before Closing to enable the due and proper preparation and filing of all Tax
Returns required of each of ConnGame and New Crown whether before or after
Closing.  Each of ConnGame and New Crown has duly submitted all claims
and disclaimers the making of which has been assumed for the purposes of the
ConnGame Financial Statements.
  (l)             Marketable
Title; Condition of Assets.  Each of ConnGame and New Crown
owns, and is in rightful possession of, and has good and marketable title to,
all of its assets and properties used (other than the ConnGame Real Properties,
which is addressed in Section 3.01(m)), free and clear of any Lien or other
interest of any persons whatsoever, except for Liens constituting Permitted
Liens.  The assets of ConnGame are all the assets needed to continue
to conduct the Business as it is presently being conducted.  Except
for any incidental repairs required in the ordinary course of business, each
item of tangible personal property owned or used by ConnGame in conducting the
Business is in good operating condition and in a state of good maintenance and
repair (ordinary wear and tear excepted) and is adequate and suitable for the
purposes for which they are presently being used.
  (m)
              Real
      Property.
  (i)         Section
3.01(m) of the ConnGame Disclosure Schedule lists and describes any interest in
real property held by ConnGame, including all real properties and premises
owned, leased, occupied or otherwise used by ConnGame or in connection with the
Business (the “ConnGame
Real
Properties”).  The ConnGame Real Properties constitute
all of the interests in real property used in the Business, including any land
use rights granted with respect to any real property, and all deeds and
documents necessary to prove the title of ConnGame to the ConnGame Real
Properties are in the possession of ConnGame.  All of the buildings,
structures and appurtenances situated on the ConnGame Real Properties are (i) in
good operating condition and in a state of good maintenance and repair (ordinary
wear and tear excepted) and (ii) adequate and suitable for the purposes for
which they are presently being used.
  11
  (ii)         ConnGame
is not the registered or beneficial owner of any ConnGame Real
Properties.
  (iii)        The
ConnGame Real Properties in Section 3.01(m) of the ConnGame Disclosure Schedule
(“Leased
Properties”) are all occupied under Leases and the particulars of all
Leases are fully and accurately set out in that Section 3.01(m).  The
ConnGame Real Properties in Section 3.01(m) of the ConnGame Disclosure Schedule
are all occupied pursuant to land use rights sold or granted to
ConnGame.  ConnGame possesses good leasehold to its Leased Properties
pursuant to valid and subsisting Leases held by it.  With respect to
any land use rights sold or granted or purported to have been sold or granted to
ConnGame, such land use rights have been validly sold or granted by competent
Governmental Authorities duly authorised so to do and ConnGame has good and
valid title thereto free from Liens (other than Permitted Liens) and enforceable
against any other third Person under PRC laws or the laws of any other
applicable jurisdiction.
  (iv)        The
Leases are head leases, are properly completed and (where required) stamped and
are in the possession and under the control of ConnGame.  The land use
rights to any ConnGame Real Property in the PRC are owned by ConnGame for a
period of not less than fifty (50) years from the relevant date as shown in
Section 3.01(m) of the ConnGame Disclosure Schedule.
  (v)         All
necessary consents, permits, licenses, certificates, authorisations and
approvals for the grant of the Leases and land use rights pertaining to any
ConnGame Real Property were obtained before such grant.  The landlords
named in the Leases were the registered owners of the Leased Properties at the
time of the grant of the relevant Lease and all Leases are duly registered with
the appropriate Governmental Authorities in accordance with applicable Legal
Requirement or Governmental Requirement of the PRC or of any other applicable
jurisdiction.  With respect to the land use rights, ConnGame has
obtained and is in possession of the relevant land use right registration and
other certificates and all other documents of title and such certificates and
documents of title are valid and subsisting and in full force and
effect.
  (vi)        Save
for Permitted Liens, the ConnGame Real Properties and the title deeds and
documentation relating thereto are not subject to any debenture (whether fixed
or floating), option, agreement for sale, condition, covenant, agreement, claim,
overriding interest or any other Liens, nor is there any Person in possession or
occupation of or who has or claims any right or easement of any kind in respect
of any such properties adversely to the estate, interest, right or title therein
of ConnGame.
  12
  (vii)       There
are no rights, interests, covenants, restrictions, reservations, licenses or
easements, nor any disputes or outstanding notices (whether given by a lessor or
any other person) nor in the case of a Leased Property, rights for the lessor to
break the term nor (without prejudice to the generality of the foregoing) any
other matters or things which adversely affect the value of the ConnGame Real
Properties or the proper use and enjoyment thereof for the purpose of the
business now being carried on at such properties.
  (viii)      The
Leases contain no right of termination by the landlord thereof except on grounds
of non-payment of rent, breach of covenant or insolvency.  There are
no circumstances which would entitle or require a lessor or any other Person to
exercise any power of entry upon or of taking possession of any ConnGame Real
Properties or which would otherwise restrict or terminate the continued
possession or occupation thereof.
  (ix)         The
Leased Properties are not subject to any outgoings other than general and water
rates, rent, management charges of a non-capital nature and utility
charges.  All land premiums and other Taxes and all rents, service
charges and other outgoings payable by ConnGame in respect of the Leased
Properties or properties to ConnGame holds land use rights have been duly and
timely paid and will be paid up to the date of Closing and no amount is or will
be due or payable by ConnGame in respect thereof on or prior to
Closing.
  (x)         
ConnGame has duly performed, observed and complied with all covenants,
restrictions, reservations, conditions, agreements, statutory requirements,
by-laws, orders, building regulations and other stipulations and regulations
affecting the ConnGame Real Properties and their use, including the terms of all
Leases, and the use of such properties does not contravene the same and no
notice of any alleged breach of any of the terms of any such Lease has been
served on ConnGame.  Without limiting the foregoing, the current use
by ConnGame of the ConnGame Real Properties and all of the buildings, structures
and appurtenances situated thereon is in compliance with all zoning or planning
restrictions applicable thereto.  All necessary certificates of
compliance and other certificates, consents, occupation and other permits,
licenses, authorisations and approvals for the user of any ConnGame Real
Properties and any and all buildings and structures thereon, as they are being
used, have been duly obtained and are in full force, validity and effect and
there are no circumstances known to Seller or New Crown which are likely to
result in the forfeiture, avoidance, withdrawal or non-renewal of or restriction
on or amendment to the same.  All such properties are used by ConnGame
for legal purposes and ConnGame has not violated any Legal Requirement or any
Governmental Requirement of the PRC or elsewhere relating to land or
property.  Seller and New Crown is not aware of any facts, matters or
any notice or order served by any Governmental Authority which may adversely
affect the right of ConnGame to use such properties for the purpose for which
they are presently being used or intended to be used.  None of such
properties is subject to any actual or threatened condemnation or other
proceedings, notice or order given by any PRC or other Governmental Authority
which would adversely affect such properties or any part thereof or preclude or
impair the use of any such property by ConnGame for the purposes for which it is
currently used.  None of the ConnGame Real Properties is adversely
affected or likely to be adversely affected by any planning, highways,
transport, utility or other proposals.
  13
  (xi)          ConnGame
is entitled to and has exclusive vacant possession of the ConnGame Real
Properties and, other than the Leases, no part of the ConnGame Real Properties
is subject to any lease, tenancy or licence or any agreement to grant such
lease, tenancy or licence and no Person other than ConnGame has a right to
occupy or enter upon any of the ConnGame Real Properties, other than the rights
of landlords pursuant to the Leases.  The Leases are not subject to
any options or rights of pre-emption or first refusal in favour of any third
parties.
  (xii)         There
is no outstanding monetary claim or liability, contingent or otherwise,
affecting the ConnGame Real Properties and in the case of a Leased Property
there are no rent reviews in the course of being determined or exercisable by
the lessor from a date prior to the date of Closing.
  (xiii)       
ConnGame has maintained adequate insurance with respect to the ConnGame Real
Properties where the failure so to maintain would or could reasonably expected
to have a Material Adverse Effect on ConnGame.  Where ConnGame is
responsible for maintaining insurance of the Leased Properties, the policy
conforms in all respects with the requirements of the relevant
Lease.
  (n)
              Legal
      Proceedings and
      Insolvency.
  (i)         Except
as set forth in Section 3.01(n) of the ConnGame Disclosure Schedule, there are
no actions, suits, proceedings, claims or investigations pending or, to the
Knowledge of Seller or New Crown, threatened, in any court, before any
governmental agency or instrumentality or other Governmental Authority or in any
arbitration proceeding against or by each of ConnGame and New Crown or against
any of its activities, assets and properties.
  (ii)         As
of the date hereof, immediately prior to and immediately following Closing,
ConnGame, New Crown and Seller is and will be Solvent.  None of
ConnGame, New Crown and Seller is contemplating the filing of any petition by it
under any bankruptcy or insolvency laws or the liquidating of all or a
substantial portion of its property, and each of Seller and New Crown does not
have any knowledge of any third party contemplating the filing of any such
petition against ConnGame, New Crown or Seller.
  (o)             Regulatory
Matters.Each of ConnGame and New Crown is not a party to and
neither ConnGame, New Crown, nor any of their properties or assets is subject to
any order, judgment, decree, agreement, memorandum of understanding or similar
arrangement with any Governmental Authority charged with the supervision or
regulation of ConnGame, New Crown or its business activities.  Each of
ConnGame and New Crown has not been advised by any of the Governmental
Authorities that any of such Governmental Authorities are contemplating issuing
or requesting (or are considering the appropriateness of issuing or requesting)
any such order, judgment, decree, agreement, memorandum of understanding,
supervisory letter or similar submission.
  14
  (p)             Brokers,
Finders and Others.  There are no fees or commissions claimed
by, or payable by ConnGame, New Crown, Seller or Principal to, any broker,
finder, intermediary, or any other similar person in connection with effecting
this Agreement or the transactions contemplated hereby, except for ordinary and
customary legal and accounting fees which shall be paid in full at
Closing.
  (q)             Employment
Agreements.  Except as disclosed in Section 3.01(q) of the
ConnGame Disclosure Schedule, neither New Crown nor ConnGame is not a party to
any employment, change in control, severance, consulting, non-compete, piracy or
nonsolicitation agreement.  Each of ConnGame and New Crown is not a
party to, bound by or negotiating any collective bargaining agreement, nor are
any of its respective employees represented by any labor union or similar
organization. Each of ConnGame and New Crown is in compliance in all material
respects with all its contractual obligations and all applicable laws respecting
employment and employment practices, terms and conditions of employment and
wages and hours, including those pertaining to welfare funds, social benefits,
social insurance contributions, provident fund or retirement scheme
contributions, medical benefits, insurance, retirement benefits, pensions and
the like, and has maintained current, adequate and suitable records regarding
the same, and each of ConnGame and New Crown has not engaged in any unfair labor
practice.  Each of the employees of ConnGame and New Crown who is by
law subject to immigration control, has been granted appropriate permission to
remain in the PRC or any other applicable jurisdiction and has a valid work
permit issued in relation to his employment with ConnGame and New Crown and has
obtained all necessary extensions to his leave to remain in the PRC or any other
applicable jurisdiction and so far as each of Seller and New Crown is aware
there are in existence no grounds upon which any such leave to remain or work
permit might be curtailed or the employee may be required to leave the PRC or
any other applicable jurisdiction in which his services to each of ConnGame and
New Crown are required to be performed.  Each of ConnGame and New
Crown has complied with all Legal Requirement and Governmental Requirement in
the PRC with regard to employment, labour or labour contracts, staff or labour
management or protection, including without limitation those pertaining to
welfare funds, social benefits, social insurance contributions, medical
benefits, insurance, retirement benefits, pensions and the like.
  (r)
              Employee
      Benefit
Plans
  (i)           Section
3.01(r)(i) of the ConnGame Disclosure Schedule sets forth a list of all (a)
stock option, stock purchase, restricted stock, equity compensation, deferred
compensation, bonus, fringe benefit, sick leave, vacation, paid or unpaid leave,
profit sharing, pension, retirement, deferred compensation, medical, life,
disability, accident, salary continuation, supplemental retirement, severance,
change-of-control and unemployment benefit plans, programs or agreements
(whether or not insured), (b) employment agreement, and (c) Statutory Plans
(collectively, the “Employee Benefit
Plans”) that have been established, maintained, or sponsored by ConnGame,
or to which ConnGame has contributed or into which ConnGame has entered (the
“ConnGame
Employee Benefit Plans”). “ConnGame Employee Benefit Plans” shall not
include any Employee Benefit Plan that is maintained under applicable law by a
governmental body.  ConnGame has not announced or otherwise made a
commitment to implement any arrangement that, if implemented, would be a
ConnGame Employee Benefit Plan or to improve or change the benefits provided
under any ConnGame Employee Benefit Plans, unless to the extent required under
any applicable Legal Requirement or Governmental Requirement.
  15
  (ii)           ConnGame
has made available to CAE, to the extent applicable, true and complete copies of
the following documents with respect to each ConnGame Employee Benefit Plan,
(A) the plan document (or, in the case of any unwritten ConnGame Employee
Benefit Plan, a written summary of the terms of such ConnGame Employee Benefit
Plan), (B) the summary plan description, (C) the trust agreement, and (D) all
related agreements, insurance contracts and other agreements by which such
ConnGame Employee Benefit Plan is established, operated, administered or
funded.
  (iii)           Each
ConnGame Employee Benefit Plan complies in form and has been maintained and
operated in all respects in accordance with the requirements of all applicable
laws, including all applicable laws, rules, regulations, codes and practices
pertaining to any Statutory Plans, and each ConnGame Employee Benefit Plan has
been maintained and operated in accordance with its
terms.
  (iv)           Neither
ConnGame nor any director, officer or employee of ConnGame, nor any other person
who participates in the operation of any ConnGame Employee Benefit Plan has
engaged in any transaction with respect to any ConnGame Employee Benefit Plan,
or breached any applicable fiduciary responsibility or obligation under any
applicable Legal Requirement or Governmental Requirement that would subject any
of them to a tax, penalty or liability for prohibited transactions or breach of
any obligations under any applicable Legal Requirement or Governmental
Requirement or would result in any claim being made under, by or on behalf of
any such ConnGame Employee Benefit Plan by any party with standing to make such
a claim.
  (v)             There
are noactions,
suits or claims pending or, to the Knowledge of Seller or New Crown, threatened
verbally or in writing against or with respect to any ConnGame Employee Benefit
Plan or the assets of any ConnGame Employee Benefit Plan (other than routine
claims for benefits and appeals of denied claims), and no civil or criminal
action brought pursuant to the provisions of any applicable Legal Requirements
or Governmental Requirements of any jurisdiction applicable to ConnGame is
pending or threatened verbally or in writing against ConnGame or any fiduciary
of any ConnGame Employee Benefit Plan with respect to any ConnGame Employee
Benefit Plan.  ConnGame has not received any written notice that any
ConnGame Employee Benefit Plan or any fiduciary thereof is presently the subject
of an audit, investigation or examination by any governmental or
quasi-governmental agency, and, to Seller’s Knowledge and New Crown’s Knowledge,
no such action has been threatened.
  16
  (xii)          Each
of ConnGame and New Crown has in place and maintained all Statutory Plans in
full compliance with the Legal Requirements and Governmental Requirements of any
jurisdiction applicable to ConnGame and New Crown, its Business or its
operations.  All employer and employee payments, contributions and
premiums required to be remitted, paid to or in respect of each such Statutory
Plan have been paid or remitted in a timely fashion in accordance with its terms
and all such Legal Requirements and Governmental Requirements and no Taxes,
penalties, fees, contributions or other payments are owing under or, in relation
to, any such Statutory Plan.  Without limiting the foregoing, all
benefits and contributions payable to any employee of each of ConnGame and New
Crown under any Statutory Plan have been fully satisfied.
  (s)           Compliance
with Laws.  Except as set forth in Section 3.01(s) of the
ConnGame Disclosure Schedule, each of ConnGame and New Crown:
  (i)            
is in compliance, in all material respects, with all applicable federal, state,
local and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders or decrees applicable to ConnGame, New Crown, the Business, operations
and activities, or to the employees conducting such business;
  (ii)           Each
of ConnGame and New Crown has all business and other licenses, certificates,
permits, licenses, authorizations, consents, qualifications, orders and
approvals of, and has made all filings, applications and registrations with, all
Governmental Authorities, and other authorizations required from any
Governmental Authority under any applicable Legal Requirements and Governmental
Requirements in the PRC, that are required in order to permit it to own or lease
its properties and to conduct its business as presently conducted; all such
permits, licenses, certificates of authority, orders and approvals are in full
force and effect and no suspension or cancellation of any of them has been
threatened in writing;
  (iii)           has
received no written notification or communication from any Governmental
Authorities since January 1, 2001, (A) asserting that each of ConnGame and
New Crown is not in compliance with any of the statutes, regulations or
ordinances which such Governmental Authorities enforce, or (B) threatening
to revoke any license, franchise, permit or governmental authorization which has
not been resolved to the satisfaction of the Governmental Authorities which sent
such notification or communication.  There is no event which has
occurred that, to the knowledge of each of ConnGame and New Crown, would
reasonably be expected to result in the revocation of any such license,
franchise, permit or governmental authorization.
  (iv)          Each
of ConnGame and New Crown has not received any letter or notice from any PRC
Governmental Authority notifying revocation of any Permits or Licenses issued to
it by any PRC Governmental Authority for non-compliance or the need for
compliance or remedial actions in respect of the activities carried out by
it.
  17
  (v)        Each
of ConnGame and New Crown has been conducting and will conduct its business
activities within the permitted scope of its business license or is otherwise
operating its business in full compliance with all applicable Legal Requirements
and Governmental Requirements and with all requisite Permits and Licenses
granted by competent PRC Governmental Authorities, as applicable, or any other
Person.
  (vi)       All
Licenses and Permits required for the conduct of any part of the Business which
are subject to periodic renewal have been obtained and there are no grounds on
which such renewals will not be granted by the relevant PRC Governmental
Authorities or other Persons.
  (vii)      All
filings, declarations, exemptions and registrations from or with all applicable
and competent PRC Governmental Authorities required in respect of ConnGame and
its operations including, without limitation, registrations with Foreign
Economic Relations and Trade Commission, State or the relevant local
Administration of Industry and Commerce, State Administration for Foreign
Exchange, tax bureau and customs authorities have been duly completed in
accordance with all applicable Legal Requirements and Governmental Requirements
in the PRC.
  (t)
              Environmental
      Matters.
  (i)         
Except as set forth in Section 3.01(t) of the ConnGame Disclosure Schedule,
neither ConnGame, New Crown, Seller nor any Person acting at its direction has
discharged, released or emitted, or has threatened to discharge, release or emit
Hazardous Substances into the air, water, surface water, ground water, soil,
land surface or subsurface strata or transported Hazardous Substances to or from
property currently owned, leased or used by ConnGame except in compliance with
Environmental Law and except for claims or releases which have been remediated
and for which the appropriate Governmental Authority has delivered a “no further
action” letter or similar written indications that no additional action is
required.
  (ii)         
Except as set forth in Section 3.01(t) of the ConnGame Disclosure Schedule,
neither ConnGame nor Seller has received any written or verbal notification from
a Governmental Authority that there is any violation of any Environmental Law
with respect to the business and properties of ConnGame and neither ConnGame,
New Crown, nor Seller has received any written or verbal notification from a
Governmental Authority pursuant to any Environmental Law, and with respect to
any such matter notified, none of them remain open, active or require any
further action on the part of ConnGame.
  18
  (iii)          ConnGame
has all licenses, certificates, consents, approvals, qualifications, filings,
declarations, registrations, exemptions, permits and other authorizations from
federal, state, foreign or local Governmental Authorities that are necessary
with respect to the conduct of the Business and the ownership, use or operation
of ConnGame Real Properties and any other assets and properties of ConnGame
(each a “Permit” and
collectively, the “Permits”).  All
such Permits and the continuing validity thereof will not be adversely affected
by the consummation of the transactions contemplated hereby and, to the extent
required for the conduct of the Business by ConnGame or the ownership or use of
any of its assets and properties after Closing, all such Permits may otherwise
be transferred or assigned to CAE in accordance with their terms and with
applicable law.  To the extent so required, ConnGame, New Crown,
Seller, and Principal shall use their best efforts to cooperate with and assist
CAE so that the Permits can be conveyed, transferred and/or assigned to
CAE.  The present conduct of the Business is not dependent upon any
zoning variance or non-conforming use exception.  Section 3.01(t) of
the ConnGame Disclosure Schedule contains a list of all
Permits.  There is no basis for the revocation or withdrawal of any
Permit or any non-renewal thereof upon its expiry.  Neither ConnGame,
New Crown, nor Seller has received any written or verbal notification from the
federal, state, foreign or local Governmental Authorities that there is a
violation of any Permit with respect to the business and properties of ConnGame
and neither ConnGame, New Crown nor Seller has received any written or verbal
notification from the federal, state, foreign or local governments regarding any
Permit, and with respect to any such matter notified, none of them remain open,
active or require any further action on the part of ConnGame, New Crown or
Seller.
  (iv)          Except
as set forth in Section 3.01(t) of the ConnGame Disclosure Schedule, there are
no underground storage tank systems or facilities on any portion of the property
currently owned, leased or used by ConnGame and any underground storage tank or
facility previously located thereon has either been removed or closed in place,
and ConnGame has completed all applicable investigations and procedures required
to close such tanks or tank systems in compliance with all applicable
Environmental Laws.  Section 3.01(t) of the ConnGame Disclosure
Schedule identifies all storage tanks or facilities that have been closed in
place.
  (v)         ConnGame
has never manufactured, processed, handled or sold asbestos or products
containing asbestos.  ConnGame has never manufactured or sold sand
blasting sand to third parties for use outside of ConnGame’s
facilities.  Except as set forth Section 3.01(t) of the ConnGame
Disclosure Schedule, neither ConnGame nor Seller has received notice of any
claim or suit against ConnGame or Seller for asbestos- or silica-related
exposure or injury, whether by current or former employees or third
parties.
  19
  (u)           Insurance.  Section
3.01(u) of the ConnGame Disclosure Schedule lists all of the insurance policies
of fire, liability, workers’ compensation, fiduciary liability and other forms
of insurance providing insurance coverage to or for ConnGame in effect for the
past five (5) years.  Unless otherwise set forth in Section 3.01(u) of
the ConnGame Disclosure Schedule, (i) ConnGame is named insured under such
policies, (ii) all premiums required to be paid with respect thereto covering
all periods up to and including the Closing Date have been paid, (iii) except
for any directors’ and officers’ liability insurance policies, all of such
insurance policies have been issued on an “occurrence” basis, (iv) there has
been no complete lapse in insurance coverage at any time within the last ten
(10) years, (v) there are not presently, and after the Closing Date there will
not be, any retrospective premiums due under any of such policies, (vi) no
notice of default, cancellation or termination has been received with respect to
any such policy, (vii) and all claims thereunder have been filed in due and
timely fashion.  ConnGame has delivered or caused to be delivered to
CAE true and complete copies of all current insurance policies, binders or
bonds.  Since January 1, 2009, no currently outstanding and unpaid
claims have been made by ConnGame on any of such policies.  There are
no claims outstanding against ConnGame with respect to any period for which any
lapse in insurance coverage occurred.  No claims are being handled by
an insurer of ConnGame under a reservation of rights letter.
  (v)           Governmental
and Third-Party Proceedings.  Except as set forth in Section
3.01(v) of the ConnGame Disclosure Schedule, no consent, approval, authorization
of, or registration, declaration or filing with, any court, Governmental
Authority or any other third party is required to be made or obtained by
ConnGame, New Crown or Seller in connection with the execution, delivery or
performance by any of them of this Agreement and the Transaction Documents to
which it is a party or the consummation by New Crown and Seller of the
transactions contemplated hereby.
  (w)           Contracts.  Section
3.01(w) of the ConnGame Disclosure Schedule sets forth a list of all Contracts
(as hereinafter defined) in existence as of the date of this Agreement (other
than those which have been performed completely):  (A) which
involve the payment by or to ConnGame of more than $10,000 in connection with
the purchase of property or goods or the performance of services and
(B) which are not in the ordinary course of its business consistent with
past practice (such contracts referred to herein as “Contracts”).  Complete
copies of all such Contracts have been made available to CAE.  Neither
ConnGame nor, to the Knowledge of Seller and New Crown, any other party thereto,
is in default under any contract listed in Section 3.01(w) of the ConnGame
Disclosure
Schedule.
  (x)             Customer
Relations.To the Seller’s,
New Crown’s and Principal’s Knowledge, there exists no consideration or state of
facts or circumstances involving ConnGame’s customers, insurance carriers (the
“Carriers”), employees or
sales representatives that could adversely affect ConnGame after the date of
Closing. No controversy or disagreement presently exists or has been threatened
between ConnGame and any customer or Carrier of ConnGame (including but not
limited to any allegations of errors and/or omissions). There has been no change
in the commission structures of such Carriers, and to the Seller’s, New Crown’s
and Principal’s Knowledge, there is no pending change to the commission
structure of such
Carriers.
  (y)           
Intellectual
Property.Section 3.01(y) of the ConnGame Disclosure Schedule
sets forth a complete list of all of the registered trademarks, trademark
registrations, applications for trademark registration, registered trade names,
patents and registered copyrights owned by ConnGame, all of which are owned by
ConnGame free and clear of any encumbrances.  ConnGame is not
infringing any patent, copyright or trademark of any third party or otherwise
violating the intellectual property rights of any third party nor has any claim
been made or, threatened verbally or in writing against ConnGame alleging any
such violation, and there has been no violation by others of any right of
ConnGame in any trademark or copyright.  ConnGame is not a party to or
bound by any license or other agreement requiring the payment by it of any
royalty or similar payment in connection with its operations, except for
commercially available software.
  20
  (z)           Affiliate
Transactions.  Section 3.01(z) of the ConnGame Disclosure
Schedule contains a list of all Contracts, transfers of assets or liabilities or
other commitments or transactions, whether or not entered into in the ordinary
course of business, to or by which ConnGame, on the one hand, and any of its
Affiliates, on the other hand, are or have been a party or otherwise bound or
affected.  Except as disclosed in Section 3.01(z) of the ConnGame
Disclosure Schedule, each Contract, transfer of assets or liabilities or other
commitment or transaction set forth or required to be set forth in Section
3.01(z) of the ConnGame Disclosure Schedule was on terms and conditions as
favorable to ConnGame as would have been obtainable by it at the time in a
comparable arm’s-length transaction with a Person other than ConnGame or any of
its Affiliates.
  (aa)             Access
to CAE Information.Sellerhas
had the opportunity to conduct its own independent investigation of CAE and
collect and review all materials made available by CAE to evaluate the
Acquisition.  Seller, its officers and directors and its
representatives have been provided the opportunity to ask questions of, and
receive answers from, the directors and officers of CAE concerning the business
of CAE.  Seller acknowledges that it has had access to sufficient
information to understand the merits and risks associated with the
Acquisition.  To the extent that Seller has deemed it appropriate to
do so, he or she has retained, and relied upon, appropriate professional advice
concerning the tax, legal, business and financial merits and consequences of
consummating the transactions contemplated by this Agreement and the Transaction
Documents.
 
 (bb)             Foreign
Corrupt Practices Act.None of ConnGame, Seller, New Crown,
any director, officer, agent or employee of any of them, and any other Person
associated with or acting for or on behalf of any of them has directly or
indirectly (1) made any contribution, gift, bribe, rebate, payoff, influence
payment, kickback, or other payment to any Person, private or public, regardless
of form, whether in money, property, or services (i) to obtain favourable
treatment in securing business, (ii) to pay for favourable treatment for
business secured, (iii) to obtain special concessions or for special concessions
already obtained, for or in respect of ConnGame (or any Affiliate thereof), in
violation of any law or otherwise constituting an offence under the Foreign
Corrupt Practices Act of 1977 of the United States, as amended (assuming for
these purposes that Seller, New Crown, and ConnGame were subject to that Act),
or (iv) in violation of any law (including without limitation any relevant and
applicable Tax laws or in relation to the payment or non-payment of any Taxes by
ConnGame, New Crown, or Seller), or (2) established or maintained any fund or
asset that has not been recorded in the books and records of ConnGame, or (3)
has violated any anti-corruption or anti-bribery laws or regulations of the PRC
or equivalent laws and regulations promulgated in any other
jurisdictions.  None of the assets and properties of ConnGame were
obtained or procured through any contribution, gift, bribe, rebate, payoff,
influence payment, kickback, or other payment to any Person, private or public,
regardless of form, whether in money, property, or services that would have
violated the foregoing representations and warranties.
  21
  (cc)             Disclosure.  None
of the representations or warranties of Seller, New Crown or Principal contained
in this Article Three and none of the statements and information contained in
the ConnGame Disclosure Schedule referenced in Article Three or in any
certificate, document or other instrument delivered by Seller pursuant to this
Agreement is false or misleading in any material respect or omits to state a
fact necessary to make the statements therein not misleading in any material
respect.  None of the representations or warranties of Seller, New
Crown and Principal contained in Article Four and none of the information
contained in the ConnGame Disclosure Schedule referenced in Article Four is
false or misleading in any material respect or omits to state a fact necessary
to make the statements in Article Four or in the ConnGame Disclosure Schedule
referenced in Article Four not misleading in any material respect.
  ARTICLE
FOUR
 REPRESENTATIONS
AND WARRANTIES OF SELLER AND PRINCIPAL
  4.01
              Representations
      and Warranties of Seller and Principal regarding
  Seller.
  Seller and Principal, jointly and severally, hereby
warrant and represent to CAE that:
  (a)             Corporate
Status.  Seller is a company duly organized and validly
existing under the laws of the British Virgin Islands and has the full corporate
power and authority to own its property, to carry on its business as presently
conducted and to enter into and to perform its obligations under this Agreement
and consummate the transactions contemplated by this
Agreement.  Seller is duly qualified to do business as a foreign
corporation in each other jurisdiction where the character or location of the
business conducted by it makes such qualifications necessary.  Seller
has made available to CAE true and complete copies of its organizational
documents, as amended, and Bylaws, as amended.
  (b)             Third-Party
Proceedings.Seller is not bound by or subject to any
contract, agreement, law, court order or judgment, administrative ruling,
regulation or any other item which prohibits or restricts it from entering into
and performing this Agreement in accordance with its terms, or requiring the
consent of any third party prior to the entry into or performance of this
Agreement in accordance with its terms by such party.
  (c)
              Legal
      Proceedings;
  Compliance.
  (i)         There
are no actions, suits, proceedings, or arbitrations or investigations pending,
or to the Knowledge of Seller, threatened in any court or before any
governmental agency or instrumentality or arbitration panel or otherwise against
Seller (1) in which seek to or could restrain, prohibit, rescind or declare
unlawful, or result in substantial damage in respect of, the transfer of the
Transferred Equity as contemplated by this Agreement, or (2) in which an adverse
determination could reasonably be expected, singly or in the aggregate, to have
a materially adverse effect on Seller or its ability to perform its obligations
under this Agreement.
  22


(ii)       Seller
is not subject to any judgment, order, decree or governmental restriction which
could reasonably be expected to have a materially adverse effect on the
operations of Seller or which would interfere with the sale of the Transferred
Equity contemplated by this Agreement.
  (d)       Disclosure.None
of the representations or warranties of Seller and Principal contained in this
Article Four and none of the information in respect of Seller contained in the
ConnGame Disclosure Schedule referenced in this Article Four is false or
misleading in any material respect or omits to state a fact necessary to make
the statements in this Article Four or in the ConnGame Disclosure Schedule to
Article Four not misleading in any material respect.
  4.02       Investment
Representations and Warranties of Seller and Principal.
  Seller and Principal, jointly and
severally, hereby warrant and represent to CAE that:
  (a)       Seller
has received this Agreement and carefully read such Agreement; the decision to
acquire CAE Shares has been taken solely in reliance upon the information
contained in this Agreement, and such other written information supplied by an
authorized representative of CAE as Seller may have requested.  Seller
acknowledges that all documents, records and books pertaining to this investment
have been made available for inspection by Seller, its attorneys, accountants
and purchaser representatives upon request prior to tendering this Agreement,
and that it has been informed by CAE that its books and records will be
available for inspection by Seller or its agents and representatives at any
time, and from time to time, during reasonable business hours and upon
reasonable notice.  Seller further acknowledges that it (or its
advisors, agents and/or representatives) has had a reasonable and adequate
opportunity to ask questions of and receive answers from CAE concerning the
terms and conditions of the acquisition of CAE Shares, the nature of the CAE
Shares and the business and operations of CAE, and to obtain from CAE such
additional information, to the extent possessed or obtainable without
unreasonable effort or expense, as is necessary to verify the accuracy of the
information contained in this Agreement or otherwise provided by CAE; all such
questions have been answered by CAE to the full satisfaction of
Seller.  Seller is not relying upon any oral information furnished by
the Company or any other Person in connection with its investment decision, and
in any event, no such oral information has been furnished to Seller which is in
any way inconsistent with or contradictory to any information contained in this
Agreement, or otherwise provided to Seller by CAE in writing as described
above.
  (b)       Seller
meets the criteria established in each of subsections (i) or (ii)
below:
  (i)         Seller
is an “accredited investor” as such term is defined in Rule 501 of Regulation D,
promulgated under the 1933 Act.
  (ii)       Seller
is not a U.S. Person, as defined in Rule 901 of Regulation S, promulgated under
the 1933 Act and Seller warrants that:
  23
  (1)         Seller
is not acquiring CAE Shares as a result of, and Seller covenants that it will
not engage in any “directed selling efforts” (as defined in Regulation S
under the 1933 Act) in the United States in respect of the CAE Shares which
would include any activities undertaken for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States for the resale of any of the CAE Shares;
  (2)         Seller
is not acquiring the CAE Shares for the account or benefit of, directly or
indirectly, any U.S. Person;
  (3)         Seller
is a resident of the jurisdiction in which Seller resides;
  (4)         the
offer and the sale of CAE Shares to Seller as contemplated in this Agreement
complies with or is exempt from the applicable securities legislation of the
jurisdiction in which the Seller resides;
  (5)         Seller
is outside the United States when receiving and executing this Agreement and
that Seller will be outside the United States when acquiring CAE
Shares,
  (6)         and
Seller covenants with CAE that:
  (A)           offers
and sales of any of the CAE Shares prior to the expiration of a period of six
months after the date of original issuance of the CAE Shares (the six month
period hereinafter referred to as the “Distribution Compliance
Period”) shall only be made in compliance with the safe harbor provisions
set forth in Regulation S, pursuant to the registration provisions of the 1933
Act or an exemption therefrom, and that all offers and sales after the
Distribution Compliance Period shall be made only in compliance with the
registration provisions of the 1933 Act or an exemption therefrom and in each
case only in accordance with applicable state securities laws; and
  (B)           Seller
will not engage in hedging transactions with respect to Shares until after the
expiration of the Distribution Compliance Period.
  (c)       Seller
(1) has adequate net worth and means of providing for current financial needs
and possible personal contingencies, (2) has no need for liquidity in this
investment; and (3) is able to bear the economic risks of an investment in the
CAE Shares for an indefinite period of time, and of losing the entire amount of
such investment.
  24
  (d)       Seller
understands and acknowledges that an acquirer of the CAE Shares it must be
prepared to bear the economic risk of such investment for an indefinite period
because of: (A) illiquidity of the CAE Shares due to the fact such stock has not
been registered under the 1933 Act or any state securities act (nor passed upon
by the SEC or any state securities commission), and the CAE Shares have not been
registered or qualified by CAE under federal or state securities laws solely in
reliance upon an available exemption from such registration or qualification,
and hence such CAE Shares cannot be sold unless they is subsequently so
registered or qualified (which is not likely), or are otherwise subject to any
applicable exemption from such registration requirements; and (B) substantial
restrictions on the transfer of the CAE Shares, as set forth in this Agreement
and by legend on the face or reverse side of any certificate evidencing an
ownership interest in CAE.
  (e)       Seller
either (i) has a pre-existing personal or business relationship with CAE, its
officers, directors or affiliates; or (ii) alone or with its representatives,
such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of an investment in the CAE
Shares.
  (f)       Seller
understands and acknowledges that an investment in the CAE Shares is speculative
in nature, and involves certain risks.
  (g)       Seller
is a not member of the Financial Industry Regulatory Authority, or of any other
self-regulatory agency which would require approval prior to any acquisition of
the CAE Shares.
  (h)       Seller
is acquiring the CAE Shares for its own investment, and not with a view toward
the subdivision, resale, distribution, or fractionalization
thereof.  Seller has no contract, undertaking, arrangement or
obligation with or to any person to sell, transfer, or otherwise dispose of the
CAE Shares (or any portion thereof hereby acquired), nor has a present intention
to enter into any such contract, undertaking, agreement or
arrangement.
  (i)       The
offering of the CAE Shares was made only through direct, personal communication
between Seller (or a representative thereof) and CAE; the acquisition of the CAE
Shares by Seller is not the result of any form of general solicitation or
general advertising including, but not limited to, the following: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine, or other written communication, or broadcast over
television, radio or any other medium; or (ii)  any seminar or meeting
to which the attendees had been invited by any general solicitation or general
advertising.
  (j)       Seller
has been advised to consult with an attorney regarding legal matters concerning
the acquisition and ownership of the CAE Shares, and with a tax advisor
regarding the tax consequences of acquiring such stock.
  (k)       Seller
has not distributed this Agreement, or any other information pertaining to the
acquisition of the CAE Shares hereunder, to anyone other than its representative
and/or its investment, legal or accounting advisors in connection with its
consideration of an acquisition of the CAE Shares.
  (l)       Seller
was not organized for the specific purpose of acquiring the CAE Shares
subscribed for herein, and has other investments or business activities besides
investing in CAE, unless Seller has indicated the contrary to CAE in
writing.  Seller has specified in writing the number and character
(i.e., individual, corporate, company, etc.) of the beneficial owners
thereof.
  25
  (m)       Reliance Upon Purchaser’s
Representations. Seller understands that the sale of the CAE Shares to it
will not be registered under the 1933 Act on the ground that such issuance and
sale will be exempt from registration under the 1933 Act, and that CAE’s
reliance on such exemption is based on Seller’s representations set forth
herein.
  (n)       Legends.
Seller agrees that the certificates for the CAE Shares shall bear the following
legend:
  “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A
REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE
SECURITIES ACT OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER
THE SECURITIES ACT AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE
COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.”
  Seller
agrees that CAE  may place stop transfer orders with its transfer
agent with respect to such certificates in order to implement the restrictions
on transfer set forth in this Agreement
  ARTICLE
FIVE
 REPRESENTATIONS
AND WARRANTIES OF CAE
  5.01Representations
and Warranties of CAE.
  CAE
hereby warrants and represents to Seller that:
  (a)       Corporate
Status.  CAE is a corporation duly organized and validly
existing under the laws of the state of Delaware and has the full corporate
power and authority to own its property, to carry on its business as presently
conducted and to enter into and to perform its obligations under this Agreement
and consummate the transactions contemplated by this Agreement.  CAE
is duly qualified to do business as a foreign corporation in each other
jurisdiction where the character or location of the business conducted by it
makes such qualifications necessary.  CAE has made available to Seller
true and complete copies of its Certificate of Incorporation, as amended, and
Bylaws, as amended.
  (b)       Corporate Authority; Authorized and
Effective Agreement.  CAE has full legal capacity and power to
execute and deliver this Agreement and the Transaction Documents to which CAE is
a party, which Agreement and Transaction Documents have been or will, on or
prior to Closing, be duly executed and delivered by CAE and constitute the valid
and binding obligation of CAE enforceable against CAE in accordance with its
terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.
  26
  (c)       Legal
Proceedings.  Other than as disclosed in CAE’s public filings
with the United States Securities and Exchange Commission, there are no actions,
suits, proceedings, claims or investigations pending or, to the Knowledge of
CAE, threatened in any court, before any governmental agency or instrumentality
or in any arbitration proceeding against or by CAE which, individually or in the
aggregate, would have a Material Adverse Effect on CAE.
  (d)       No Conflict.  The
execution, delivery and performance of this Agreement and the Transaction
Documents, and the consummation of the transactions contemplated hereby, by CAE
do not and will not (i) conflict with, or result in a violation of, or
result in the breach of or a default (or which with notice or lapse of time
would result in a default) under, any provision of:  (A) any federal,
state or local law, regulation, ordinance, order, rule or administrative ruling
of any Governmental Authorities applicable to CAE or its properties;
(B) the Certificate of Incorporation or Bylaws of CAE; or (C) any
material agreement, material indenture or material instrument to which CAE is a
party or by which it or its properties or assets may be bound; or (D) any order,
judgment, writ, injunction or decree of any court, arbitration panel or any
Governmental Authorities applicable to CAE; (ii) result in the creation or
acceleration of any security interest, mortgage, option, lien, or encumbrance
upon any property of CAE, or (iii) violate the terms or conditions of, or
result in the cancellation, modification, revocation or suspension of, any
contract, agreement, license, approval, certificate, permit or authorization
held by CAE.
  (e)       Valid Issuance of the Shares.
The CAE Shares have been duly authorized and, when issued and delivered to
Seller against payment therefor in accordance with the terms of this Agreement,
will be validly issued, fully paid and non-assessable and will be free and clear
from all Liens with respect to the issuance of such CAE Shares and will not be
subject to any pre-emptive rights or similar rights.
  (f)       Brokers, Finders and
Others.  There are no fees or commissions of any sort
whatsoever claimed by, or payable by CAE to, any broker, finder, intermediary or
any other similar person in connection with effecting this Agreement or the
transactions contemplated hereby, except for ordinary and customary legal and
accounting fees.
  ARTICLE
SIX
 FURTHER
OBLIGATIONS OF THE PARTIES
  6.01       Necessary
Further Action.
  Each of
CAE, New Crown, Principal and Seller agrees to use its commercially reasonable
efforts to take, or cause to be taken, all necessary actions and execute all
additional documents, agreements and instruments required to consummate the
transactions contemplated in this Agreement including taking all steps to secure
promptly all consents, rulings and approvals of Governmental Authorities and
Carriers which are necessary for the performance by each party of each of its
obligations under this Agreement and the transactions contemplated
hereby.
  27
 6.02       Further
Covenants.
  (a)       Seller
and Principal covenants to CAE that it will not, without the prior written
consent of CAE, for a period of Three (3) years after the date of Closing,
either solely or jointly with or on behalf of any other Person or otherwise,
whether as a director, Seller, employee, partner, agent or
otherwise:
  (i)       carry
on or be engaged or interested directly or indirectly in any capacity (except as
the owner of shares or securities listed or dealt in on an internationally
recognized stock exchange in the PRC or elsewhere held by way of investment
only) in any business which may be in competition within Hong Kong or PRC with
ConnGame in the carrying on of the Business;
  (ii)       solicit
or entice or endeavor to solicit or entice away from ConnGame any employee,
officer, manager, consultant (including employees who are directors) of ConnGame
or any Persons whose services are otherwise made available to ConnGame on a
full-time or substantially full-time basis;
  (iii)     deal
with, canvass, solicit or approach or cause to be dealt with, canvassed or
solicited or approached for business in respect of any trade or business carried
on or service provided by ConnGame any Person who at Closing or within two (2)
years prior to Closing was a customer, supplier, client, representative, agent
of or in the habit of dealing under contract with ConnGame.
  (b)       The
Seller and Principal further covenants to CAE that:
  (i)       it
will not at any time hereafter make use of or disclose or divulge to any Person
other than to officers or employees of ConnGame whose province it is to know the
same any information relating to ConnGame other than any information properly
available to the public through no breach of its obligations hereunder or
disclosed or divulged pursuant to an order of a court of competent
jurisdiction;
  (ii)       it
will not at any time hereafter in relation to any trade, business or company use
a name including the word or symbol “ConnGame” or any other trademark listed in
Section 3.01(y) or any Chinese equivalent thereof or any similar word or symbol
in such a way as to be capable of or likely to be confused with such trademarks
and shall use all reasonable endeavors to procure that no such name will be used
by any Person with which it is connected;
  (iii)     it
will not do anything which might prejudice the goodwill of
ConnGame;
  (iv)       it
will procure that its Affiliates and their respective employees will observe the
restrictions contained in this Section 6.02.
  (c)       Each
and every obligation under this Section shall be treated as a separate
obligation and shall be severally enforceable as such and in the event of any
obligation or obligations being or becoming unenforceable in whole or in part
such part or parts as are unenforceable shall be deleted from this Section and
any such deletion shall not affect the enforceability of all such parts of this
clause as remain not so deleted.
  28
  (d)       Seller
and Principal agree that they shall coordinate any and all required compliance
with relevant PRC laws and regulations, particularly the Circular on Issues
Concerning the Administration of Foreign Exchange in Financing and Round-trip
Investment by Domestic Residents Through Offshore Special Purpose Companies
(“Circular 75”) issued by the State Administration of Foreign Exchange of the
PRC on 21 October 2005 and effective as of 1 November 2005, as amended and
supplemented from time to time, and that all dividends and interest that should
be enjoyed by CAE as to all of the Transferred Equity will not be affected or
compromised by any Seller, New Crown or Principal violation of Circular 75 or
other relevant laws and registrations.  The foregoing shall include
the preparation and execution of contractual agreements and arrangements, as
soon as commercially possible after requested by CAE, such that CAE shall enjoy
the benefit of ownership of 60% of the results of operations of ConnGame,
including but not limited to any business cooperation agreement, exclusive
equity interest pledge agreement, exclusive option agreement, power of attorney,
and other similar agreements enforceable under PRC laws.
  (e)       Seller
and Mr. Jun Tang agree to comply with the terms, conditions, and restrictions
under that certain Amendment and Waiver Agreement dated July 13, 2010 by and
among Seller, Mr. Jun Tang, The Royal Bank of Scotland N.V., London Branch
(formerly ABN AMRO Bank N.V., London Branch); CITIC Capital China Mezzanine Fund
Limited; ABN AMRO Bank (China) Co., Ltd., Shenzhen Branch; Mr. Luo Ken Yi; and
KGE Group Limited.
  (f)       The
restrictions contained in this Section 6.02 are considered reasonable by Seller
and the other parties hereto, but in the event that any such restriction shall
be found to be void but would be valid if some part thereof were deleted or the
area of operation or the period of application reduced, such restriction shall
apply with such modification as may be necessary to make it valid and
effective.
  6.03       Legal
Opinion
  Seller shall cause to be delivered to
CAE a legal opinion issued by PRC legal counsel with respect to ConnGame (the
“PRC Opinion”).  The PRC
Opinion shall opine as to effectiveness and legality of the transfer of the
Transferred Equity to CAE, subject to the appropriate Governmental Authority’s
processing of the transfer documents and filings, and New Crown’s lawful
ownership of 100% of the equity interest of ConnGame.  In addition,
the PRC Opinion shall cover the incorporation, business operations, share
capital, management, litigation, taxes, and social security of ConnGame and the
PRC Opinion shall be in the substantially the form as previously provided to
Seller and its legal counsel.
  6.04       Additional
Covenants and Agreements
  Seller and New Crown acknowledges and
agrees to the following with respect to the sale of the Transferred Equity
hereunder:
  29
  (a)       To
the extent that any loans of ConnGame become immediately due and payable in full
or in part as a result of the Closing and is required to make any accelerated
payments thereunder where such accelerated payments were caused by Seller
failure to obtain the consent of any lender, Seller shall be liable for any and
all costs incurred by CAE regardless of any surety or guaranty, if
any.
  (b)       If
there are any bank accounts relating to ConnGame on which a representative of
Seller is designated as an authorized signatory, immediately after the Closing,
Seller shall take any and all action necessary to cause persons designated by
CAE to become authorized signatories on such accounts such that any
disbursements made from said accounts can only be made pursuant to instructions
from the authorized signatories as designated by CAE.
  (c)       Seller
acknowledges that to the extent that ConnGame’s payments of social insurance to
PRC Governmental Authorities do not meet the statutory requirements set forth
under PRC law and ConnGame is deemed liable for payments of social insurance
with respect to any employees hired by ConnGame on or prior to the Closing,
Seller shall be liable for any and all such costs incurred by CAE after the
Closing with respect to such payments.
  (d)       Seller
acknowledges that to the extent that ConnGame does not have any written
employment agreements executed with its employees as required under the PRC
Labor Law, Seller shall be jointly and severally liable for any and all damages
incurred by CAE as a result of such employment agreements not being executed on
or before the Closing.
  ARTICLE
SEVEN
 CONDITIONS
PRECEDENT TO THE OBLIGATIONS OF THE PARTIES
  7.01       Conditions
to the Obligations of CAE.
  The
obligations of CAE under this Agreement shall be subject to the satisfaction, or
written waiver by CAE prior to the Closing, of each of the following conditions
precedent:
  (a)       All
material authorizations, consents, waivers and approvals required on the part of
Seller, Principal, New Crown or ConnGame in connection with the execution,
delivery and performance of this Agreement or any Transaction Document to which
it is a party shall have been duly obtained and shall be in form and substance
reasonably satisfactory to CAE and its counsel.
  (b)       No
legal action, investigation (whether antitrust or otherwise) or proceeding
(including any petition, action or proceeding for or in relation to the
winding-up, insolvency, liquidation or dissolution of New Crown or ConnGame or
for the appointment of any receiver, trustee or similar officer of New Crown or
ConnGame or any of its assets and properties) shall have been instituted by or
threatened by any Person or Governmental Authority, in either case seeking to
restrain, prohibit, invalidate or otherwise affect the consummation of the
transactions contemplated hereby or which would, if adversely decided,
materially adversely affect New Crown or ConnGame or the Business after the
Closing Date.
  30
  (c)       The
representations and warranties of Seller, New Crown and Principal set forth in
this Agreement that are qualified with respect to materiality shall be true and
correct as of the date of this Agreement and as of the Closing as though such
representations and warranties were also made as of the Closing, except that
those representations and warranties which by their terms speak as of a specific
date shall be true and correct as of such date.  The representations
and warranties of Seller, New Crown and Principal set forth in this Agreement
that are not qualified with respect to materiality shall be true and correct in
all material respects as of the date of this Agreement and as of the Closing as
though such representations and warranties were also made as of the Closing,
except that those representations and warranties which by their terms speak as
of a specific date shall be true and correct as of such date.
  (d)       Each
of Seller, New Crown and Principal shall have performed in all material respects
all of its covenants and obligations under this Agreement to be performed by it
on or prior to the Closing, including those relating to the
Closing.
  (e)       The
Transaction Documents shall have been duly executed and delivered by all parties
hereto other than CAE.
  (f)       Instruments
of transfer of the Transferred Equity duly executed by the respective registered
holders thereof in favor of CAE (or such other person(s) as it may direct) and
contract notes (in a form complying with all laws, rules and regulations of all
PRC Governmental Authorities) recording the sale and purchase of the Transferred
Equity contemplated hereunder shall have been duly executed by Seller and
delivered to CAE.
  (g)       No
event or circumstance shall have occurred that would constitute a Material
Adverse Effect with respect to ConnGame, Seller, New Crown, or
Principal.
  (h)       Seller
shall have delivered to CAE (i) good standing certificate of New Crown and (ii)
a certificate of continuing registration, dated as of a date not more than five
(5) business days prior to the Closing Date (or such longer period as may be
acceptable to CAE), duly issued by the proper PRC Governmental Authority and, if
required by CAE, any other certificate duly issued by the appropriate
Governmental Authority in each jurisdiction, if any, in which ConnGame is
authorized to do business, showing that ConnGame is in good standing and
authorized to do business.
  (i)       CAE
shall have received the following documents in form and substance satisfactory
to CAE:
  (i)       a
certificate of capital verifying that CAE (or such other person(s) as it may
direct) has been registered as holding the Transferred Equity.
  (ii)       such
waivers or consents as CAE may require to enable CAE (or as it may nominate) to
be registered as the holder of the Transferred Equity, and such other documents
as may be reasonably required to give good title to the Transferred Equity free
from all claims, liens, charges, equities and encumbrances and third party
rights of any kind and to enable CAE (or as it may nominate) to become the
registered holder thereof;
  (iii)     all
title deeds and other documents of title to the Owned Properties and any other
ConnGame Real Properties to which ConnGame holds land use rights, and all
statutory books and records (including, without limitation, register of members,
register of directors, register of secretaries and all minute books), duly
written up to date, of ConnGame, its certificate of registration and securities
and common seals;
  31
  (iv)       all
books and accounts and other records, including without limitation, the cheque
books and bank records of ConnGame;
  (v)       to
the extent required by CAE, evidence that all guarantees given by ConnGame in
favor of third parties in respect of the performance of the obligations of
Seller or any other Person not being ConnGame have been released;
  (vi)       powers
of attorney, if necessary, on terms acceptable to CAE, under which any of the
documents referred to in this Section 7.01(i) is executed;
  (vii)     duly
executed resolutions of the board of directors of Seller, New Crown and ConnGame
in accordance with its organizational documents evidencing the following the
approval by the board of directors of Seller, New Crown and ConnGame of the
transfer of the Transferred Equity to CAE and CAE’s registration as a equity
holder of New Crown in respect of the Transferred Equity;
  7.02       Conditions
to the Obligations of Seller and Principal.
  The
obligations of Seller and Principal under this Agreement shall be subject to
satisfaction, or written waiver by Seller and Principal prior to the Closing, of
each of the following conditions precedent:
  (a)       All
material authorizations, consents, waivers and approvals required on the part of
CAE in connection with the execution, delivery and performance of this Agreement
shall have been duly obtained and shall be in form and substance reasonably
satisfactory to Seller and Principal and its counsel.
  (b)       No
legal action, investigation (whether antitrust or otherwise) or proceeding shall
have been instituted by or threatened by any Person or Governmental Authority,
in either case seeking to restrain, prohibit, invalidate or otherwise affect the
consummation by CAE of the transactions contemplated hereby.
  (c)       The
representations and warranties of CAE set forth in this Agreement that are
qualified with respect to materiality shall be true and correct as of the date
of this Agreement and as of the Closing as though such representations and
warranties were also made as of the Closing, except that those representations
and warranties which by their terms speak as of a specific date shall be true
and correct as of such date.  The representations and warranties of
CAE set forth in this Agreement that are not qualified with respect to
materiality shall be true and correct in all material respects as of the date of
this Agreement and as of the Closing as though such representations and
warranties were also made as of the Closing, except that those representations
and warranties which by their terms speak as of a specific date shall be true
and correct as of such date.
  32
  (d)       CAE
shall have performed in all material respects all of its covenants and
obligations under this Agreement to be performed by it on or prior to the
Closing, including those related to the Closing.
  (e)       The
Transaction Documents shall have been duly executed and delivered by all parties
hereto other than CAE.
  (f)       CAE
shall have delivered to Seller a letter of resignation of Luo Ken Yi as Chairman
of the Board of CAE, effective upon the Closing Date.
  (g)       CAE
shall have delivered to Seller resolutions of the Board of Directors of CAE
appointing Principal as Chairman of the Board of CAE, effective upon the Closing
Date.
  ARTICLE
EIGHT
 SURVIVAL
AND INDEMNIFICATION
  8.01Survival of Representations,
Warranties and Covenants.
  Notwithstanding
any investigation made on behalf of CAE, Seller or Principal, all
representations and warranties set forth herein shall remain in full force and
effect until the date that is twenty-four (24) months from the Closing Date,
except for the representations and warranties contained in Sections 3.01(a)
(Corporate Status), 3.01(b) (Capitalization), 3.01(c) (Ownership of the
Transferred Equity), 3.01(d) (No Subsidiaries), 3.01(e) (Corporate Authority),
3.01(k) (Taxes), 4.01(a) (Corporate Status); 5.01(a) Corporate Status), and
5.01(b) Corporate Authority), which shall survive for the applicable statute of
limitations.  All covenants requiring performance prior to the Closing
shall expire on the Closing Date.  The covenant provided in Section 18
shall survive according to its terms.
  8.02Seller and Principal’s
Indemnification.
  (a)        
 Subject to the terms and conditions of Section 8.03, Seller and Principal,
jointly and severally, agree to indemnify CAE and its officers, directors,
employees, Affiliates and agents and, upon and after the Closing, New Crown and
ConnGame (collectively, “CAE
Indemnified Parties”) and hold each harmless from and against any and all
losses, damages, actions, proceedings, causes of action, liabilities, claims,
encumbrances, penalties, demands, assessments, settlements, judgments, costs and
expenses including court costs and reasonable attorneys’ fees and disbursements
(collectively, “Losses”)
incurred by CAE Indemnified Parties in connection with, arising out of, or
resulting from any of the following:
  (i)       any
breach or inaccuracy of any representation, warranty or statement made by Seller
or Principal in this Agreement or in any other Transaction Document to which
he/she/it is a party;
  33
 (ii)       any
failure by Seller or Principal to perform any agreement, covenant or obligation
of the Seller pursuant to this Agreement or any Transaction Document to which
he/she/it is a party;
  (iii)     any
and all (1) Taxes (or the nonpayment thereof) of ConnGame for all taxable
periods ending on or before the date of the Closing and the portion through the
end of the date of the Closing for any taxable period that includes (but does
not end on) the date of the Closing (the “Pre-Closing Tax Period”), (2) all Taxes of any member of
an unaffiliated, consolidated, combined or unitary group of which ConnGame (or
any predecessor of ConnGame) is or was a member on or prior to the date of the
Closing , including pursuant to Treasury Regulations Section 1.1502-6 or any
analogous or similar state, local or foreign law or regulation, and (3) any and
all Taxes of any Person (other than ConnGame) imposed on ConnGame as a
transferee or successor, by contract or pursuant to any law, rule, or
regulation, which Taxes relate to an event or transaction occurring before or at
the Closing;provided,however, that in the case of clauses (1),
(2), and (3) above, Seller and Principal shall be liable only to the extent that
such Taxes exceed the amount, if any, reserved for such Taxes (excluding any
reserve for deferred Taxes established to reflect timing differences between
book and Tax income) as reflected on the face of the most recent balance sheet
included in the ConnGame Financial Statements;
  (iv)       any
and all (1) Environmental Laws applicable or any environmental liability related
in any way to ConnGame or Seller or any of their properties, including without
limitation, the presence, generation, storage, release, threatened release, use,
transport, disposal, arrangement of disposal or treatment of oil, oil and gas
wastes, solid wastes or hazardous substances on any of their properties, (2)
breach or non-compliance by either ConnGame or Seller with any Environmental Law
applicable to ConnGame, New Crown or Seller, and  (3) actual or
alleged presence, use, release, storage, treatment, disposal, generation,
threatened release, transportation, arrangement for transport or arrangement for
disposal of oil, oil and gas wastes, solid wastes or hazardous substances on or
at any of the properties owned or operated by ConnGame, New Crown or Seller;
or
  (v)       any
action, litigation, suit, proceeding, investigation (civil, criminal, regulatory
or otherwise), arbitration, claim, demand, grievance or inquiry, including any
assessment, notice, demand or other document issued or action taken by or on
behalf of any Governmental Authority in any part of the world, that is pending
or threatened against New Crown or ConnGame prior to or on the date of
Closing.
  (b)       
  Subject to the terms and conditions of Section 8.03 and without
prejudice to the other provisions of this Section 8.02 or restricting the rights
of CAE Indemnified Parties or the ability of any of them to claim damages on any
basis, in the event of any breach or inaccuracy of any representation, warranty
or statement made by Seller, New Crown or Principal in this Agreement or in any
other Transaction Document to which he/she/it is a party, Seller, New Crown and
Principal hereby covenant to pay to CAE:
  34
 (i)       the
amount necessary to put ConnGame into the position which would have existed if
such representation, warranty or statement had not been breached and had been
true and not misleading; and
  (ii)       all
costs and expenses incurred by CAE, ConnGame, directly or indirectly, as a
result of such breach.
  (c)         
CAE Indemnification.  Subject to the terms and conditions of Section
8.03, CAE shall indemnify Seller, and its agents (“Seller’s Indemnified Parties”)
and hold each harmless from and against any and all Losses, incurred by Seller’s
Indemnified Parties in connection with, arising out of, or resulting from any of
the following:
  (i)       any
breach or inaccuracy of any representation or warranty made by CAE in this
Agreement; or
  (ii)       any
failure by CAE to perform any agreement, covenant or obligation of CAE pursuant
to this Agreement.
  8.03       Procedure
for Indemnification Claims.
  (a)          In
order for a CAE Indemnified Party or a Seller Indemnified Party (collectively
referred to as an “Indemnified Party”) to
be entitled to any indemnification provided for under this Agreement in respect
of, arising out of or involving a claim or demand for a Loss made by any Person
other than the parties against the Indemnified Party (a "Third Party Claim"),
such Indemnified Party shall deliver written notice thereof to the party against
whom indemnity is sought (the "Indemnifying Party")
promptly after receipt by such Indemnified Party of notice of the Third Party
Claim (and in any event within 15 days after first becoming aware of the facts
giving rise to such Third Party Claim), describing in reasonable detail the
facts giving rise to any claim for indemnification hereunder, the amount or
method of computation of the amount of such claim (if known) and such other
information with respect thereto as the Indemnifying Party may reasonably
request.
  (b)         The
Indemnifying Party shall have the right at any time to assume the defense
thereof at the expense of the Indemnifying Party with counsel selected by the
Indemnifying Party and reasonably satisfactory to the Indemnified
Party.  If the Indemnifying Party assumes the defense of such Third
Party Claim, the Indemnified Party shall have the right to employ separate
counsel and to participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the Indemnified Party.  If the
Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified
Party shall cooperate with the Indemnifying Party in such defense and make
available to the Indemnifying Party all witnesses, pertinent records, materials
and information in the Indemnified Party's possession or under the Indemnified
Party's control relating thereto as is reasonably required by the Indemnifying
Party.  Whether or not the Indemnifying Party assumes the defense of a
Third Party Claim, if there is a reasonable probability that a claim may
materially and adversely affect the Indemnified Party other than as a result of
money damages or other monetary payments, the Indemnifying Party shall not,
without the written consent of the Indemnified Party (not to be unreasonably
withheld), settle or compromise any claim or consent to the entry of any
judgment that (A) provides for relief other than the payment of monetary
damages, (B) does not include as an unconditional term thereof the giving by the
claimant to the Indemnified Party a release from all Liability in respect to
such claim, or (C) contains an admission of Liability or violation of any
applicable law.
  35
  (c)         
In the event any Indemnified Party should have a claim against any Indemnifying
Party hereunder that does not involve a Third Party Claim being asserted against
or sought to be collected from such Indemnified Party, the Indemnified Party
shall deliver written notice of such claim promptly to the Indemnifying Party
(and in any event within 15 days of first becoming aware of the facts giving
rise to such claim), describing in reasonable detail the facts giving rise to
any claim for indemnification hereunder, the amount or method of computation of
the amount of such claim (if known) and such other information with respect
thereto as the Indemnifying Party may reasonably request.
  ARTICLE
NINE
 TAX
MATTERS
  9.01
       Responsibility for Filing Tax
Returns.
  Seller
shall and shall cause New Crown and ConnGame to properly prepare and file all
Tax Returns required on the part of ConnGame at any time through the date of
Closing in compliance with all applicable laws, rules and
regulations.  With respect to any Tax Return required of ConnGame to
be filed after the date of Closing covering any taxable period ending on or
before the date of Closing or any taxable period that includes (but does not end
on) the date of Closing, Seller shall provide all assistance required by CAE to
enable them to prepare or cause to be prepared and file or cause to be filed all
such Tax Returns for ConnGame, including the provision of any books of account,
records and other information with respect to any transactions and other matters
occurring on or before Closing, in any case so to permit all such Tax Returns to
be properly and accurately prepared and filed in compliance with all applicable
laws, rules and regulations.  CAE shall permit Seller to review and
comment on each such Tax Return described in the preceding sentence prior to
filing.
  9.02       Certain
Taxes and Fees.
  All
transfer, including real property, documentary, sales, use, stamp, registration
and other such Taxes, and all conveyance fees, recording charges and other fees
and charges (including any penalties and interest) incurred in connection with
consummation of the transactions contemplated by this Agreement  shall
be paid by one-half by Seller when due, and such parties will cooperate to file
all necessary Tax Returns and other documentation with respect to all such
Taxes, fees and charges, including any and all stamp duty arising from the
transfer of the Transferred Equity payable or assessed.
  36
  ARTICLE
TEN
 MISCELLANEOUS
  10.01      Notices.
  All
notices, requests, demands and other communications required or permitted to be
given under this Agreement shall be given in writing and shall be deemed to have
been duly given (a) on the date of delivery if delivered by hand or by telecopy,
in the case of telecopy upon confirmation of receipt, (b) on the date of
delivery, if delivered by electronic mail, upon confirmation of receipt, or (c)
on the first business day following the date of dispatch if delivered by a
recognized next-day courier service.  All notices thereunder shall be
delivered to the following addresses:
  If
      to Seller, Principal, or New Crown,
to:
 
 First Jet
Investment Limited (“First Jet”)
 65F,
Shanghai World Financial Center, No.100 Century Avenue
 PuDong,
Shanghai
 Attn:  Jun
Tang
 Tel:  0086-21-68776700
 
 with
      a copy to:
 
 If to
CAE, to:
  China
Architectural Engineering, Inc.
 China
Architectural Engineering, Inc.
 105
Baishi Road
 Jiuzhou
West Avenue
 Zhuhai
519070
 People’s
Republic of China
 0086-756-8538908
 Attn: Luo
Ken Yi
 Email:
luo@caebuilding.com
  with
      a copy to:
 K&L
      Gates LLP
 10100
      Santa Monica Blvd., 7th
      Floor
 Los
Angeles, CA 90067
 Attention:  Thomas
J. Poletti, Esq.
 Facsimile:  (310)
552-5001
 Email:
thomas.poletti@klgates.com
 
 37
  Any party
to this Agreement may, by notice given in accordance with this Section 10.01,
designate a new address for notices, requests, demands and other communications
to such party.
 
 10.02     Counterparts.
 
 This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be a duplicate original, but all of which taken together shall be
deemed to constitute a single instrument.
  10.03     Entire
      Agreement; No Third-Party Rights.
  This
Agreement and the ConnGame Disclosure Schedule attached hereto constitute the
entire agreement, and supersede all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter of this
Agreement, including but not limited to that certain Letter of Intent dated
December 11, 2009.  This Agreement is not intended to confer upon any
person other than the parties hereto (and their respective successors and
assigns) any rights or remedies.
  10.04     Successors
      and Assigns.
  This
Agreement shall inure to the benefit of and be binding upon the respective
successors and permitted assigns (including successive, as well as immediate,
successors and assigns) of the parties hereto.  This Agreement may not
be assigned by any party hereto without the prior written consent of the other
parties.
  10.05     Captions
  The
captions contained in this Agreement are included only for convenience of
reference and do not define, limit, explain or modify this Agreement or its
interpretation, construction or meaning and are in no way to be construed as
part of this Agreement.
  38
  10.06     Governing
      Law.
  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware without giving effect to principles of conflicts or choice
of laws (except to the extent that mandatory provisions of Federal law are
applicable).
  10.07     Payment
      of Fees and Expenses.
  Except as
otherwise provided in Section 9.02 or otherwise agreed in writing, each party
hereto shall pay its own costs and expenses, including legal and accounting
fees, incurred in connection with the preparation, negotiation and execution of
the Transaction Documents and the consummation of the transactions contemplated
hereby and all expenses relating to its performance of, and compliance with, its
undertakings herein.
  10.08     Amendment.
  From time
to time and at any time prior to the Closing, this Agreement may be amended only
by an agreement in writing executed by the parities.
  10.09     WAIVER
      OF JURY TRIAL.
  TO
THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY
HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF,
DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF
ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART
UNDER, RELATED TO, BASED ON OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT
MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN
TORT OR CONTRACT OR OTHERWISE.  ANY PARTY HERETO MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION 10.09 WITH ANY COURT AS WRITTEN EVIDENCE
OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.
  10.10       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.
  10.11       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.
  39
  [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
  40
  IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered on behalf
of CAE, Seller, New Crown, and Mr. Jun Tang as of the date set forth in the
first paragraph above.
  CHINA
      ARCHITECTURAL ENGINEERING, INC.By:
                                  /s/ Luo Ken YiName:  Luo
      Ken YiTitle:  Chief
      Executive Officer and Chairman of the BoardFIRST
      JET INVESTMENTS LIMITEDBy:
                                  /s/ Jun TangName:Title:NEW
      CROWN TECHNOLOGY LIMITEDBy:
                                  /s/ Jun TangName:Title:JUN
      TANG/s/ Jun Tang
  41
 
 EXHIBIT
A
 DISCLOSURE
SCHEDULES
 TO
THE
 STOCK
PURCHASE AGREEMENT
 DATED
AUGUST 11, 2010
 
 Capitalization and Ownership
- Section 3.01(b)
 
 Shanghai
ConnGame Network Ltd. is a company organized under the laws of the People’s
Republic of China with a registered capital of RMB 10,000,000 and the registered
shareholders of Shanghai ConnGame Network Ltd. is as follows:
 
 Shareholder
                                      
                                      Jurisdiction of
Organization
                                      
                                      Equity Holding of ConnGameNew
      Crown Technology Limited, throughlegal,
      valid, and binding TrustAgreements
      with Jun Tang (RMB 8,000,000) and Xiaolan Zhu (RMB
    2,000,000)
                                      
                                      Hong
      Kong
                                      
                                      RMB
                                      10,000,000Total
                                      
                                      
                                      
                                      RMB
                                      10,000,000
 
 New Crown
Limited has issued 10,000 capital shares authorized with HKD1.00 par value and
10,000 shares issued and outstanding, 100% in the name of First
Jet.
 
 Undisclosed Liabilities -
Section 3.01(h)
 
 Not
Used.
 
 Changes in the Financial
Statements - Section 3.01(i)
 
 Not
Used.
 
 Real Property - Section
3.01(m)
 
 Monthly
                                                  charge(US
      Dollars)Landlord:
                                                
                                                Shanghai
      Garden Lane Jieneng Co., LtdPremises:
                                                
                                                A2-3001-A2-3024,
      3/F, A2 Tower, Garden Lane, ShanghaiPeriod:
                                                
                                                15/12/2009
      to 14/12/2012Management
      fee:
                                                
                                                
                                                
                                                $
                                                2,043Rent
      free period:
                                                
                                                15/12/2009
      to 14/3/2010Rent:
                                                
                                                
                                                
                                                
                                                22,089Landlord:
                                                
                                                Shanghai
      JiaHua Property Development Co. LtdPremises:
                                                
                                                Room
      502, Tower 6, No 188 ,
                                                  Dong
      Jiang Wan Road, ShanghaiPeriod:
                                                
                                                10/4/2008
      to 30/4/2011Management
      fee:
                                                
                                                
                                                
                                                
                                                1,027Rent:
                                                
                                                
                                                
                                                
                                                5,205
 
 Legal Proceedings - Section
3.01(n)
 
 Not
Used
 
 1
  Employment Agreements -
Section 3.01(q)
 
 Not
Used.
  Employee Benefit Plans -
Section 3.01(r)(i)
 
 Not
Used.
 
 Compliance with Laws -
Section 3.01(s)
 
 Not
Used.
 
 Environmental Permits,
Matters, Issues, ... - Section 3.01(t)
 
 Not
Used.
 
 Insurance - Section
3.01(u)
 
 ConnGame
paid all employees with government social security insurance, which covers
retirement, health, and unemployment insurances. No special insurance for top
management team.
 
 Governmental and Third-Party
Approvals - Section 3.01(v)
 
 Not
Used
 
 Contracts - Section
3.01(w)
 
 A list of
all Contracts in existence of the date of this Agreement
 1、花园坊租赁合同Garden
Square Rental Agreement
 2、空间188房屋租赁合同 Space 188
Rental  Agreement
 3、上海《无忧工作网》服务合同
Shanghai "worry-free network " service contract
 4、           项目外包制作合同 Project
Outsourcing Production Contract
 5、           智联招聘服务合同 Zhilian
Recruitment Service Contract
 6、           租用户物业管理合同 Rental
property management contract
 7、           技术支持服务合同 暨补充协议 Technical
Support Services Contract Supplemental Agreement
 8、计算机软件著作权代理委托合同书(涡轮)Computer
software copyright agent commission contract (Turbo)
 9、           计算机软件著作权代理委托合同书(天启)
 Computer
software copyright agent commission contract (Apocalypse)
  Intellectual Property -
Section 3.01(y)
 
 A list of
intellectual property right by ConnGame:
 
 1.
              "
      Apocalypse" game engine software Production right (Application submitted
      for approval), see Annex "Apocalypse engine _ computer software copyright
      registration application form"
 
 2.
              "Turbo-Turbo"
      game engine software copyright (Application submitted for approval), see
      Annex "Turbo engine _ computer software copyright registration application
      form"
 
 None
infringing nor bound by any license.
 
 2
 Affiliate Transactions -
Section 3.01(z)
  1.
              On
      December 31, 2009, ConnGame had outstanding short term loan due to Mr.
      Tang Jun (唐骏) in the
      amount of $1,509,390 (RMB 10,320,000).  On January 12, 2010 Mr.
      Tang Jun increased his loan to ConnGame in the amount $877,642 (RMB
      6,000,000) leading to an outstanding loan balance of $ 2,387,032 (RMB
      16,320,000).  The additional loan did not bear any interest,
      covenants, or collateral requirements.  Subsequently, on January
      13, 2010, ConnGame repaid Mr. Tang Jun $1,345,698 (RMB 9,200,000) leaving
      an outstanding a balance of $1,041,334 (RMB 7,120,000).  On
      January 19, 2010, Mr. Tang agreed to convert the remaining outstanding
      loan balance of $1,041,334 (RMB 7,120,000) to equity and will register
      this capital with the PRC.  ConnGame does not believe that it
      will be subject to any income tax consequences resulting from Mr. Tang
      converting debt outstanding to him, to registered equity
      capital.
 
 The loan
of $1,509,390 to ConnGame was extended by Mr. Tang Jun.  At December
31, 2009, the loan bore zero interest and was payable on demand. The loan did
not securitize by any collateral.  Subsequent to December 31, 2009 the
loan was increased, and was later partially repaid, and the outstanding balance
was converted to an equity interest.   Refer to Note 8
“Subsequent Events” for further details.
 
 2.
              On
      January 8, 2010, Ms. Wang Su Ping transferred her entire interest in
      ConnGame to Mr. Tang Jun.  Her entire interest represented the
      registered capital amount of $48,627 (RMB 400,000) equaling 80% ownership
      interest in ConnGame.
 
 3.
              On
      January 13, 2010, ConnGame increased its registered capital from $60,334
      (RMB 500,000) to $1,449,914 (RMB 10,000,000).  The increase of
      capital was a result of an investment made by Mr. Tang Jun and Ms. Zhu in
      the amounts of $1,111,664 (RMB 7,600,000) and $277,916 (RMB 1,900,000),
      respectively, totaling $1,389,580 (RMB 9,500,000).  As a result
      of the above capital transactions, Mr. Tang Jun and Ms. Zhu own 80% and
      20% ownership interest in ConnGame,
  respectively.
 
 4.
              As
      of March 31, 2010 there was $1,404,084 (RMB 9,600,000) of capital under
      ConnGame’s name invested in Shanghai Boke Information Technology Co. Ltd.
      (“Boke”).  The investment was made in trust on behalf of Mr.
      Tang Jun. ConnGame has agreed to return the shares to Mr. Tang Jun on a
      future agreed upon date.  It is probable that Boke will become
      public listed corporation in the PRC.  Mr. Tang Jun is
      responsible for any fees or potential capital gains tax from the future
      transfer of the asset back to Mr. Tang Jun.  ConnGame has no
      direct benefit or risk for the shares registered in its
      name.  All risk and related reward of the investment are borne
      by Mr. Tang Jun.
  3