__________

       

       

      SHARE EXCHANGE AGREEMENT

    

    
      


    

    
      


      


      Among:

    

    
      


      


    

    
      TECHMEDIA ADVERTISING,
INC.

    

    
      


      


      


    

    
      And:

    

    
      


      


    

    
      TECHMEDIA ADVERTISING
MAURITIUS

    

    
      


      


      


    

    
      And:

    

    
      


      


    

    
      THE SHAREHOLDERS
OF

      TECHMEDIA ADVERTISING
MAURITIUS

    

    
      


      


      


      


    

    
      


    

    
      


    

    
      __________

    

    
      


      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    SHARE EXCHANGE AGREEMENT

    


    


    THIS
SHARE EXCHANGE AGREEMENT is dated and made for reference effective as
fully executed on this 27th day of
July, 2009.

    


    


    BETWEEN:

    


    


    TECHMEDIA
ADVERTISING, INC., a corporation organized under the laws of the State of
Nevada and having an address for notice and delivery located at c/o 62 Upper
Cross Street, #04-01, Singapore  058353

    


    (the
“Acquirer”);

    OF THE FIRST
PART

    


    AND:

    


    TECHMEDIA
ADVERTISING MAURITIUS, a corporation organized under the laws of
Mauritius and having an address for notice and delivery located at c/o Appleby
Management (Mauritius) Ltd., 8th Floor, Medine Mews, La Chaussée Street, Port
Louis, Mauritius

    


    (the
“Company”);

    OF THE SECOND
PART

    


    AND:

    


    TERNES
CAPITAL LTD., a shareholder of TechMedia Advertising Mauritius, having an
address for notice and delivery located at P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands

    


    (“Ternes”);

    OF THE THIRD
PART

    


    


    


    AND:

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    JOHNNY
LIAN TIAN YONG, a shareholder of
TechMedia Advertising Mauritius, having an address for notice and delivery
located at Blk 84 Jalan Daud #06-01 Windy Heights Singapore 419593

    


    


    (“Johnny”)

    OF THE FOURTH
PART

    


    AND:

    


    ONEMEDIA
LIMITED, a
shareholder of TechMedia Advertising Mauritius, having an address for notice and
delivery located at 10A Gemmill Lane, Singapore 069251

    


    (“OneMedia”)

    OF THE FIFTH
PART

    


    (Ternes,
Johnny and OneMedia each being hereinafter singularly referred to as a “Vendor” and collectively
referred to as the “Vendors” as the context so
requires);

    


    (the
Vendors, the Company and the Acquirer being hereinafter singularly also referred
to as a “Party” and
collectively referred to as the “Parties” as the context so
requires).

    


    WHEREAS:

    


    A.                      The
Company is a body corporate subsisting under and registered pursuant to the laws
of Mauritius;

    


    B.                      The
Company is the sole beneficial shareholder of TechMedia Advertising (India)
Private Limited (“TM India”), a company organized under the laws of India, or is
in the process of acquiring the beneficial interest in all of the issued and
outstanding shares in the capital of TM India, which is engaged in selling
outdoor advertising on billboards and digital signs in India located in high
traffic locations, which locations range from transportation vehicles,
commercial buildings, supermarkets and restaurants, by partnering with media
space owners (the “Company’s
Business”);

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    C.                      The
Vendors are, or will prior to Closing, become the legal and beneficial owner of
all of the issued and outstanding shares in the capital of the Company; the
particulars of the registered and beneficial ownership of such Company Stock
being set forth in Schedule “A” which is attached hereto and which forms a
material part hereof;

    


    D.                      The
Parties hereto have agreed to enter into this Share Exchange Agreement (the
“Agreement”) which
formalizes, amends and replaces, in its entirety, the Letter of Intent, dated
March 13, 2009, and which clarifies their respective duties and obligations in
connection with the acquisition by the Acquirer from the Vendors of all of the
issued and outstanding shares in the capital of the Company (the “Company Stock”) together
with the further development of the Company’s Business as a consequence
thereof;

    


    E.                      The
exchange of Company Stock for Acquirer Stock is intended to constitute a
tax-free reorganization under Section 368 of the Internal Revenue Code of 1986,
as amended (the “Code”), or such other tax
free reorganization exemptions that may be available under the Code;
and

    


    F.                      The
exchange of Company Stock for Acquirer Stock will be conducted concurrently with
the cancellation of 24,000,000 shares of the Acquirer’s common stock with a par
value of US$0.001 per share, held by Mr. Alan Goh, CEO of the
Acquirer.

    


    


    NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
the mutual promises, covenants and agreements herein contained, THE
PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER as
follows:

    


    


    Article
1

    DEFINITIONS

    


    


    1.1                      Definitions.   For
the purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires, the following words and phrases shall have the
following meanings:

    


    
      	
               
      

            	
              (a)

            	
              “Action” has the meaning
      ascribed to it in Article “4.1(q)”
hereinbelow;

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Acquirer” means
      TechMedia Advertising, Inc., a corporation organized under the laws of the
      State of Nevada, or any successor company, however formed, whether as a
      result of merger, amalgamation or other
action;

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Acquirer Commission
      Documents” has the meaning ascribed to it in Article “4.1(m)”
      hereinbelow;

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (d)

            	
              “Acquirer’s Financial
      Statements” has the meaning ascribed to it in Article “4.1(n)”
      hereinbelow;

            


    

    


    
      	
               
      

            	
              (e)

            	
              “Acquirer’s
      Ratification” has the meaning ascribed to it in Article “5.1(a)”
      hereinbelow;

            


    

    


    
      	
               
      

            	
              (f)

            	
              “Acquirer Stock” means
      the 24,000,000 shares of common stock of the Acquirer to be issued and
      delivered to the Vendors on a pro rata basis in
      Consideration for the Company Stock, representing 53.4% of the total
      issued and outstanding shares of common stock of the Acquirer post-Closing
      and subsequent to the concurrent cancellation of 24,000,000 shares by the
      Acquirer’s current officer and
director;

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Agreement” means this
      “Share Exchange Agreement” as entered into among the Vendors, the Company
      and the Acquirer herein, together with any amendments thereto and any
      Schedules as attached thereto;

            


    

    


    
      	
               
      

            	
              (h)

            	
              “Board of Directors”
      means, as applicable, the respective Board of Directors of each of the
      Parties hereto as duly constituted from time to
  time;

            


    

    


    
      	
               
      

            	
              (i)

            	
              “business day” means any
      day that is not a Saturday, Sunday or other day on which commercial banks
      in New York, New York, are authorized or required by law to remain
      closed;

            


    

    


    
      	
               
      

            	
              (j)

            	
              “Closing” has the
      meaning ascribed to it in Article “6.1”
  hereinbelow;

            


    

    


    
      	
               
      

            	
              (k)

            	
              “Closing Date” has the
      meaning ascribed to it in Article “6.1”
  hereinbelow;

            


    

    


    
      	
               
      

            	
              (l)

            	
              “Code” has the meaning
      ascribed to it in recital “E.”
hereinabove;

            


    

    


    
      	
               
      

            	
              (m)

            	
              “Commission” means the
      United States Securities and Exchange
  Commission;

            


    

    


    
      	
               
      

            	
              (n)

            	
              “Company” means
      TechMedia Advertising Mauritius, a corporation organized under the laws of
      Mauritius, or any successor company, however formed, whether as a result
      of merger, amalgamation or other
action;

            


    

    


    
      	
               
      

            	
              (o)

            	
              “Company’s Business” has
      the meaning ascribed to it in recital “B.”
  hereinabove;

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (p)

            	
              “Company Stock” has the
      meaning ascribed to it in recital “D.” hereinabove; the particulars
      of the registered and beneficial ownership of such Company Stock being set
      forth in Schedule “A” which is attached
hereto;

            


    

    


    
      	
               
      

            	
              (q)

            	
              “Consideration” has the
      meaning ascribed to it in Article “2.2”
  hereinbelow;

            


    

    


    
      	
               
      

            	
              (r)

            	
              “Defaulting Party” and
      “Non-Defaulting
      Party” have the meanings ascribed to them in Article “12”
      hereinbelow;

            


    

    


    
      	
               
      

            	
              (s)

            	
              “Encumbrances” means
      mortgages, liens, charges, security interests, encumbrances and third
      party claims of any nature;

            


    

    


    
      	
               
      

            	
              (t)

            	
              “Exchange Act” means the
      Securities Exchange Act of 1934, as
amended;

            


    

    


    
      	
               
      

            	
              (u)

            	
              “Execution Date” means
      the actual date of the complete execution of this Agreement and any
      amendment thereto by all Parties hereto as set forth on the front page
      hereof;

            


    

    


    
      	
               
      

            	
              (v)

            	
              “GAAP” means United
      States generally accepted accounting principles applied on a consistent
      basis during the periods involved (except (i) as may be otherwise
      indicated in such financial statements or the notes thereto or (ii) in the
      case of unaudited interim statements, to the extent they may not include
      footnotes or may be condensed or summary
  statements);

            


    

    


    
      	
               
      

            	
              (w)

            	
              “Indemnified Party” and
      “Indemnified
      Parties” have the meanings ascribed to them in Article “7.1”
      hereinbelow;

            


    

    


    
      	
               
      

            	
              (x)

            	
              “Intellectual Property”
      means all rights and interests to all patents, patents pending,
      inventions, know-how, any operating or identifying name or registered or
      unregistered trademarks and trade names, all computer programs, licensed
      end-user software, source codes, products and applications (and related
      documentation and materials) and other works of authorship (including
      notes, reports, other documents and materials, magnetic, electronic, sound
      or video recordings and any other work in which copyright or similar
      rights may subsist) and all copyrights (registered or unregistered)
      therein, industrial designs (registered or unregistered), franchises,
      licenses, authorities, restrictive covenants or other industrial or
      intellectual property;

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (y)

            	
              “Material Adverse
      Effect” shall mean any event, occurrence, change in facts,
      conditions or other change or effect which has resulted or could
      reasonably be expected to be materially adverse to the Acquirer. For the
      purposes hereof, an event, occurrence, change in facts, conditions or
      other change or effect which has resulted or could reasonably be expected
      to result in a suit, action, charge, claim, demand, cost, damage, penalty,
      fine, liability or other adverse consequence of at least US$250,000 shall
      be deemed to constitute a “Material Adverse
  Effect”;

            


    

    


    
      	
               
      

            	
              (z)

            	
              “OTCBB” means the
      Over-the-Counter Bulletin Board;

            


    

    


    
      	
               
      

            	
              (aa)

            	
              “Parties” or “Party” means,
      respectively, the Vendors, the Company and/or the Acquirer hereto, as the
      case may be, together with their respective successors and permitted
      assigns as the context so requires;

            


    

    


    
      	
               
      

            	
              (bb)

            	
              “person” or “persons” means an
      individual, corporation, partnership, party, trust, fund, association and
      any other organized group of persons and the personal or other legal
      representative of a person to whom the context can apply according to
      law;

            


    

    


    
      	
               
      

            	
              (cc)

            	
              “Regulatory Authorities”
      means any public authority or governmental agency responsible for
      exercising autonomous authority in enforcing statutes or regulations in
      relation to matters relating to the transactions contemplated
      herein;

            


    

    


    
      	
               
      

            	
              (dd)

            	
              “Securities Act” means
      the Securities Act of 1933, as
amended;

            


    

    


    
      	
               
      

            	
              (ee)

            	
              “Takeover” means that
      transaction or series of transactions pursuant to which the Acquirer will
      acquire all of the Company Stock of the Company from the Vendors in
      exchange for the issuance by the Acquirer of 24,000,000 shares of common
      stock of the Acquirer and all matters necessarily ancillary
      thereto;

            


    

    


    
      	
               
      

            	
              (ff)

            	
              “Time of Closing” means
      2:00 o’clock, p.m. (New York City Time) on the Closing Date;
      and

            


    

    


    
      	
               
      

            	
              (gg)

            	
              “Vendors” means the
      shareholders of the Company who have executed this Agreement as a Party
      hereto.

            


    

    


    


    1.2                      Schedules. For the purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, the following shall represent the Schedules which are
attached to this Agreement and which form a material part hereof:

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

                                                       

    
      
        	 	Schedule	Description
	
                 
      

              	
                Schedule
      “A”

              	
                Company
      Stock and Vendors;

              


      

    

    
      	
               
      

            	
              Schedule
      “B”

            	
              Financial
      Statements;

            


    

    


    1.3                      Interpretation. For the purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

    


    
      	
               
      

            	
              (a)

            	
              the
      words “herein”, “hereof” and “hereunder” and other words of similar import
      refer to this Agreement as a whole and not to any particular Article,
      section or other subdivision of this
Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      reference to an entity shall include and shall be deemed to be a reference
      to any entity that is a permitted successor to such entity;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              words
      in the singular include the plural and words in the masculine gender
      include the feminine and neuter genders, and vice
    versa.

            


    

    


    


    Article
2

    EXCHANGE OF SHARES

    


    


    2.1                      Exchange
by Vendors.   Subject to the terms and conditions hereof
and based upon the representations and warranties contained in Articles “3” and
“4” hereinbelow and prior satisfaction of the conditions precedent which are set
forth in Article “5” hereinbelow, the Vendors hereby agree to assign, sell and
transfer at the Closing Date (as hereinafter determined) all of their respective
rights, entitlements and interests in and to the Company Stock to the Acquirer
and the Acquirer hereby agrees to acquire all of the Company Stock from the
Vendors on the terms and subject to the conditions contained in this
Agreement.

    


    2.2                      Consideration.   The
aggregate consideration (the “Consideration”) for all of
the Company Stock will be satisfied by way of the issuance and delivery by the
Acquirer to the Vendors at the Closing Date, in accordance with Article “2.3”
hereinbelow, of an aggregate of 24,000,000 shares of common stock in the capital
of the Acquirer (the “Acquirer
Stock”) on a pro
rata basis in accordance with each Vendors percentage ownership in the
Company.

    


    2.3                      Resale
Restrictions.   The Vendors hereby acknowledge and agree
that the Acquirer makes no representations as to any resale or other restriction
affecting the Acquirer Stock and that it is presently contemplated that the
Acquirer Stock will be issued by the Acquirer to the Vendors in reliance upon
the registration and prospectus exemptions contained in the Securities Act, or
“Regulation S”
promulgated under the Securities Act which will impose a trading restriction in
the United States on the Acquirer Stock for a period of at least 6 months from
the Closing Date (as hereinafter determined).

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    Article
3

    REPRESENTATIONS AND WARRANTIES BY THE
VENDORS

    


    


    3.1                      General
Representations and Warranties by the Vendors.   In order
to induce the Acquirer to enter into and consummate this Agreement, the Vendors
severally represent and warrant to the Acquirer, with the intent that the
Acquirer will rely thereon in entering into this Agreement and in concluding the
transactions contemplated herein, that in respect of the Company, to the best of
the knowledge, information and belief of each of the Vendors, after having made
due inquiry:

    


    
      	
               
      

            	
              (a)

            	
              it
      is duly organized under the laws of its respective jurisdiction of
      incorporation and is validly existing and in good standing with respect to
      all statutory filings required by the applicable corporate
      laws;

            


    

    


    
      	
               
      

            	
              (b)

            	
              it
      is qualified to do business in those jurisdictions where it is necessary
      to fulfill its obligations under this Agreement and it has the full power
      and authority to enter into this Agreement and any agreement or instrument
      referred to or contemplated by this
Agreement;

            


    

    


    
      	
               
      

            	
              (c)

            	
              it
      has the requisite power, authority and capacity to own and use all of its
      respective business assets and to carry on its respective business as
      presently conducted by it and to fulfill its respective obligations under
      this Agreement;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      execution and delivery of this Agreement and the agreements contemplated
      hereby have been duly authorized by all necessary action, corporate or
      otherwise, on its respective part;

            


    

    


    
      	
               
      

            	
              (e)

            	
              there
      are no other consents, approvals or conditions precedent to the
      performance of this Agreement which have not been
  obtained;

            


    

    


    
      	
               
      

            	
              (f)

            	
              this
      Agreement constitutes a legal, valid and binding obligation of it
      enforceable against it in accordance with its terms, except as enforcement
      may be limited by laws of general application affecting the rights of
      creditors;

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (g)

            	
              no
      proceedings are pending for, and it is unaware of, any basis for the
      institution of any proceedings leading to its respective dissolution or
      winding up, or the placing of it in bankruptcy or subject to any other
      laws governing the affairs of insolvent companies or
    persons;

            


    

    


    
      	
               
      

            	
              (h)

            	
              the
      making of this Agreement and the completion of the transactions
      contemplated hereby and the performance of and compliance with the terms
      hereof does not and will not:

            


    

    


    
      	
               
      

            	
              (i)

            	
              conflict
      with or result in a breach of or violate any of the terms, conditions or
      provisions of its respective organizational
  documents;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              conflict
      with or result in a breach of or violate any of the terms, conditions or
      provisions of any law, judgment, order, injunction, decree, regulation or
      ruling of any Court or governmental authority, domestic or foreign, to
      which it is subject, or constitute or result in a default under any
      agreement, contract, license, permit, or commitment to which it is a
      party;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              give
      to any party the right of termination, cancellation or acceleration in or
      with respect to any agreement, contract, license or commitment to which it
      is a party;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              give
      to any government or governmental authority, or any municipality or any
      subdivision thereof, including any governmental department, commission,
      bureau, board or administration agency, any right of termination,
      cancellation or suspension of, or constitute a breach of or result in a
      default under, any permit, license, control or authority issued to it
      which is necessary or desirable in connection with the conduct and
      operations of its respective business and the ownership or leasing of its
      respective business assets; or

            


    

    


    
      	
               
      

            	
              (v)

            	
              constitute
      a default by it, or any event which, with the giving of notice or lapse of
      time or both, might constitute an event of default, under any agreement,
      contract, indenture or other instrument relating to any indebtedness of it
      which would give any party to that agreement, contract, indenture or other
      instrument the right to accelerate the maturity for the payment of any
      amount payable under that agreement, contract, indenture or other
      instrument; and

            


    

    


    
      	
               
      

            	
              (i)

            	
              neither
      this Agreement nor any other document, certificate or written statement
      furnished to the Acquirer by or on behalf of any of the Vendors or the
      Company in connection with the transactions contemplated hereby knowingly
      or negligently contains any untrue or incomplete statement of material
      fact or omits to state a material fact necessary in order to make the
      statements therein not misleading;

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (j)

            	
              this
      Agreement has been duly authorized, executed and delivered by the Vendors
      and the Company and is a legal, valid and binding obligation of each of
      the Vendors and the Company, enforceable against each of the Vendors
      and/or the Company, as the case may be, by the Acquirer in accordance with
      its terms, except as enforcement may be limited by bankruptcy, insolvency
      and other laws affecting the rights of creditors generally and except that
      equitable remedies may be granted only in the discretion of a court of
      competent jurisdiction;

            


    

    


    
      	
               
      

            	
              (k)

            	
              no
      person other than the Acquirer has any written or oral agreement or option
      or any right or privilege (whether by law, pre-emptive or contractual)
      capable of becoming an agreement, or option for the purchase or
      acquisition from the Vendors of any of the Company
  Stock;

            


    

    


    
      	
               
      

            	
              (l)

            	
              the
      Company Stock is beneficially owned by the Vendors with good and
      marketable title thereto free of all Encumbrances and is registered in the
      books of the Company in the name of the Vendors and, without limitation
      thereto, none of the Company Stock is subject to any voting trust,
      unanimous shareholders agreement, other shareholders agreements, pooling
      agreements or voting agreements;

            


    

    


    
      	
               
      

            	
              (m)

            	
              upon
      completion of the transactions contemplated by this Agreement, all of the
      Company Stock will be owned by the Acquirer as the beneficial owner of
      record, with good and marketable title thereto (except for such
      Encumbrances as may have been granted by the Acquirer);
  and

            


    

    


    
      	
               
      

            	
              (n)

            	
              the
      Company is, or is in the process of becoming, the sole beneficial
      shareholder of TM India, a company organized under the laws of
      India.

            


    

    


    3.2                      Survival
of the Representations and Warranties by each of the
Vendors.   To the extent they have not been fully
performed at or prior to the Time of Closing, each and every representation and
warranty of the Vendors contained in this Agreement and any agreement,
instrument, certificate or other document executed or delivered pursuant to this
Agreement shall:

    


    
      	
               
      

            	
              (a)

            	
              be
      materially true and correct on and as of the Closing Date with the same
      force and effect as though made or given on the Closing
    Date;

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (b)

            	
              remain
      in full force and effect notwithstanding any investigations conducted by
      or on behalf of the Acquirer; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              survive
      the completion of the transactions contemplated by this Agreement until
      the second anniversary of the Closing Date and shall continue in full
      force and effect for the benefit of the Acquirer during that period,
      except that a claim for any breach of any of the representations and
      warranties contained in this Agreement or in any agreement, instrument,
      certificate or other document executed or delivered pursuant hereto
      involving fraud or fraudulent misrepresentation may be made at any time
      following the Closing Date, subject only to applicable limitation periods
      imposed by law.

            


    

    


    
      	
               
      

            	
              (d)

            	
              to
      the extent they have not been fully performed at or prior to the Time of
      Closing, each and every representation and warranty of the Vendors
      contained in this Agreement and any agreement, instrument, certificate or
      other document executed or delivered pursuant to this Agreement shall
      survive the completion of the transactions contemplated by this Agreement
      and, notwithstanding such completion, shall continue in full force and
      effect for the benefit of the
Acquirer.

            


    

    


    3.3                      For
the avoidance of doubt and notwithstanding anything to the contrary contained in
this Agreement, all representations and warranties, unless expressly provided
otherwise in this Agreement, are in respect of matters and events on or before
the Closing and not after.

    


    


    Article
4

    WARRANTIES AND REPRESENTATIONS BY THE
ACQUIRER

    


    


    4.1                      Warranties
and Representations by the Acquirer.  In order to induce the
Vendors and the Company to enter into and consummate this Agreement, the
Acquirer hereby warrants to and represents to each of the Vendors and the
Company, with the intent that each of the Vendors and the Company will rely
thereon in entering into this Agreement and in concluding the transactions
contemplated herein, that, to the best of the knowledge, information and belief
of the Acquirer, after having made due inquiry:

    


    Corporate
Status of the Acquirer

    


    
      	
               
      

            	
              (a)

            	
              the
      Acquirer is a company with limited liability duly and properly
      incorporated, organized and validly subsisting under the laws of the State
      of Nevada being the only jurisdiction where it is required to be
      registered for the purpose of enabling it to carry on its business and own
      its property as presently carried on and
owned;

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (b)

            	
              the
      Acquirer has good and sufficient power, authority and right to own or
      lease its property, to enter into this Agreement and to perform its
      obligations hereunder;

            


    

    


    Authorization

    


    
      	
               
      

            	
              (c)

            	
              this
      Agreement has been duly authorized, executed and delivered by the Acquirer
      and is a legal, valid and binding obligation of the Acquirer, enforceable
      against the Acquirer, as the case may be, by the Vendors and/or the
      Company in accordance with its terms, except as enforcement may be limited
      by bankruptcy, insolvency and other laws affecting the rights of creditors
      generally and except that equitable remedies may be granted only in the
      discretion of a court of competent
jurisdiction;

            


    

    


    Share
Capital

    


    
      	
               
      

            	
              (d)

            	
              the
      authorized capital of the Acquirer currently consists of 1,100,000,000
      shares of common stock with a par value of US$0.001 per share of which
      44,919,000 shares of common stock of the Acquirer have been duly issued
      and are outstanding as fully paid and non-assessable.  There are
      no bonds, debentures, notes or other indebtedness of Acquirer which have
      the right to vote (or convertible into, or exchangeable for, securities
      having the right to vote) on any matters on which holders of the
      Acquirer’s common stock may vote;

            


    

    


    
      	
               
      

            	
              (e)

            	
              all
      of the issued and outstanding shares of common stock of the Acquirer are
      listed and posted for trading on the
OTCBB;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the
      Acquirer will allot and issue the Acquirer Stock on the Closing Date in
      accordance with Articles “2.2” and “2.3” hereinabove as duly authorized,
      fully paid and non-assessable in the capital of the Acquirer, free and
      clear of all actual or threatened liens, charges, security interests,
      options, encumbrances, voting agreements, voting trusts, demands,
      limitations and restrictions of any nature whatsoever, other than hold
      periods or other restrictions imposed under applicable securities
      legislation or by securities regulatory
  authorities;

            


    

    


    Options

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (g)

            	
              no
      person has any agreement or option or any right or privilege (whether by
      law, pre-emptive or contractual) capable of becoming an agreement,
      including convertible securities, warrants or convertible obligations of
      any nature, for the purchase, subscription, allotment or issuance of any
      unissued shares or other securities of the
  Acquirer;

            


    

    


    Directors
and Officers

    


    
      	
               
      

            	
              (h)

            	
              the
      present directors and officers of the Acquirer are as
    follows:

            


    

     

    
      
        	 	Name	Position
	 	 	 
	
                 
      

              	
                Alan
      Goh

              	
                President,
      CEO, CFO, Secretary, Treasurer and
Director

              


      

    

    


    Taxes

    


    
      	
               
      

            	
              (i)

            	
              All
      tax returns, if any were filed, were correct and complete in all
      respects.  All taxes due and owing by Acquirer or any of its
      subsidiaries have been fully and timely paid.  Neither Acquirer
      nor any of its subsidiaries currently is the beneficiary of any extension
      of time within which to file any tax return.  No claim has ever
      been made by an authority in a jurisdiction where Acquirer does not file
      tax returns that Acquirer is or may be subject to taxation by that
      jurisdiction.  There are no liens for taxes (other than taxes
      not yet due and payable) upon any of the assets of Acquirer or any of its
      subsidiaries;

            


    

    


    
      	
               
      

            	
              (j)

            	
              no
      foreign, federal, state, or local tax audits or administrative or judicial
      tax proceedings are pending or being conducted with respect to
      Acquirer.  Acquirer has not received from any foreign, federal,
      state, or local taxing authority (including jurisdictions where Acquirer
      has not filed tax returns) any (i) notice indicating an intent to open an
      audit or other review, (ii) request for information related to tax
      matters, or (iii) notice of deficiency or proposed adjustment for any
      amount of tax proposed, asserted, or assessed by any taxing authority
      against Acquirer;

            


    

    


    No
Conflicts; Consents

    


    
      	
               
      

            	
              (k)

            	
              the
      making of this Agreement and the completion of the transactions
      contemplated hereby and the performance of and compliance with the terms
      hereof by the Acquirer does not and will
not:

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (i)

            	
              conflict
      with or result in a breach of or violate any of the terms, conditions or
      provisions of its organizational documents, charter and its
      Bylaws;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              conflict
      with or result in a breach of or violate any of the terms, conditions or
      provisions of any law, judgment, rule, order, injunction, decree,
      regulation or ruling of any Court, Regulatory Authority or governmental
      authority, domestic or foreign, to which it is subject, or constitute or
      result in a default under any agreement, contract, license, permit, or
      commitment to which the Acquirer is a
party;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              give
      to any party the right of termination, cancellation or acceleration in or
      with respect to any agreement, contract, license or commitment to which
      the Acquirer is a party;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              give
      to any government or governmental authority, or any municipality or any
      subdivision thereof, including any governmental department, commission,
      bureau, board or administration agency, any right of termination,
      cancellation or suspension of, or constitute a breach of or result in a
      default under, any permit, license, control or authority issued to it
      which is necessary or desirable in connection with the conduct and
      operations of its respective business and the ownership or leasing of its
      respective business assets; or

            


    

    


    
      	
               
      

            	
              (v)

            	
              conflict
      with, or result in any violation of or default (with or without notice or
      lapse of time, or both) under, or give rise to a right of termination,
      cancellation or acceleration of any obligation or to loss of a material
      benefit under, or to increased, additional, accelerated or guaranteed
      rights or entitlements of any person under, or result in the creation of
      any lien upon any of the properties or assets of Acquirer under, any
      provision of (i) the Acquirer Charter or Bylaws, (ii) any material
      contract to which Acquirer is a party or by which any of its properties or
      assets is bound or (iii) any material judgment or material law applicable
      to Acquirer or its properties or assets;
and

            


    

    


    
      	
               
      

            	
              (l)

            	
              save
      for the approval of the directors of the Acquirer in respect of the
      transactions contemplated by this Agreement including but not limited to
      the issue and allotment of the Acquirer Stock and the Takeover; and the
      filing of Articles of Exchange with the Nevada Secretary of State (if
      required), no other consent or approval of, or registration, declaration
      or filing with, or permit from, any governmental entity is required to be
      obtained or made by or with respect to the Acquirer in connection with the
      execution, delivery and performance of this Agreement or the consummation
      of the Takeover;

            


    

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    Commission
Documents; Undisclosed Liabilities

    


    
      	
               
      

            	
              (m)

            	
              Acquirer
      has filed all reports, schedules, forms, statements and other documents
      required to be filed by Acquirer with the Commission pursuant to the
      reporting requirements of the Exchange Act, including material filed
      pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the
      foregoing, including filings incorporated by reference therein, the
      “Acquirer Commission Documents”) and all the information contained within
      such Acquirer Commission Documents are true and accurate in all material
      respects;

            


    

    


    
      	
               
      

            	
              (n)

            	
              the
      Acquirer’s audited Financial Statements for the period ended July 31, 2008
      and unaudited Financial Statements for the nine months period ended March
      31, 2009 (both as exhibited in Schedule “B”) have been prepared in
      accordance with US GAAP, are correct and complete and present fairly the
      assets, liabilities (whether accrued, absolute, contingent or otherwise)
      and financial condition of the Acquirer as at the respective dates of and
      for the respective periods covered by the Acquirer’s Financial
      Statements;

            


    

    


    
      	
               
      

            	
              (o)

            	
              As
      of the date hereof and up to the Time of Closing the Acquirer will not
      have any debts or liabilities whatsoever (whether accrued, absolute,
      contingent or otherwise), including any liabilities for federal, state,
      provincial, sales, excise, income, corporate or any other taxes of the
      Acquirer except for;

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      debts and liabilities disclosed on, provided for or included in the
      Acquirer’s Financial Statements;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              debts
      or liabilities disclosed in this Agreement or any Schedule hereto;
      and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              liabilities
      incurred by the Acquirer in the ordinary course of business and in
      relation to this Agreement subsequent to the date of the most recent
      balance sheet referred to in the Acquirer’s Financial
      Statements;

            


    

    


    Books
and Records

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (p)

            	
              the
      books and records of the Acquirer fairly and correctly set out and
      disclose, in all material respects, in accordance with US GAAP, the
      financial condition of the Acquirer as of the date of this Agreement and
      all material financial transactions of the Acquirer have been accurately
      recorded in such books and records so as to give a true and fair view of
      the state of affairs of the Acquirer and of the profit or loss for the
      period concerned;

            


    

    


    Litigation

    


    
      	
               
      

            	
              (q)

            	
              there
      is no action, suit, inquiry, notice of violation, proceeding (including
      any partial proceeding such as a deposition) or investigation pending or
      threatened in writing against or affecting the Acquirer, any subsidiary or
      any of their respective properties before or by any court, arbitrator,
      governmental or administrative agency, regulatory authority (federal,
      state, county, local or foreign), stock market, stock exchange or trading
      facility (“Action”) which (i) adversely affects or challenges the
      legality, validity or enforceability of either this Agreement or the
      Acquirer Stock or (ii) could, if there were an unfavorable decision,
      individually or in the aggregate, have or reasonably be expected to result
      in an Acquirer Material Adverse Effect. Neither the Acquirer nor any
      director or officer thereof (in his capacity as such), is or has been the
      subject of any Action involving a claim or violation of or liability under
      federal or state securities laws or a claim of breach of fiduciary
      duty;

            


    

    


    Real,
Personal and Intellectual Property

    


    
      	
               
      

            	
              (r)

            	
              Acquirer
      does not own any real property.  Acquirer has good title to, or
      valid leasehold interests in all of its properties and assets used in the
      conduct of its business;

            


    

    


    
      	
               
      

            	
              (s)

            	
              there
      are no claims pending or, to the knowledge of Acquirer threatened, that
      Acquirer is infringing or otherwise adversely affecting the rights of any
      person with regard to any Intellectual Property
  right;

            


    

    


    Labor
Matters

    


    
      	
               
      

            	
              (t)

            	
              there
      are no collective bargaining or other labor union agreements to which
      Acquirer is a party or by which it is
bound;

            


    

    


    Certain
Registration Matters

    


    
      	
               
      

            	
              (u)

            	
              Acquirer
      has not granted or agreed to grant to any person any rights (including
      “piggy-back” registration rights) to have any securities of Acquirer
      registered with the Commission or any other governmental
      authority;

            


    

    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    Full
Disclosure

    


    
      	
               
      

            	
              (v)

            	
              the
      Acquirer has no information or knowledge of any fact not communicated to
      the Vendors and the Company and relating to the Acquirer or to the
      Acquirer’s business or to its issued and outstanding securities which, if
      known to the Vendors and/or the Company, might reasonably be expected to
      deter the Vendors and/or the Company from entering into this Agreement or
      from completing the transactions contemplated by this
      Agreement.

            


    

    


    Corporate
Records

    


    
      	
               
      

            	
              (w)

            	
              the
      Corporate records and minute books of the Acquirer contain complete and
      accurate minutes, (duly signed by the chairman and/or secretary of the
      appropriate meeting) of all meetings of the directors and shareholders of
      the Acquirer since its date of
incorporation;

            


    

    


    
      	
               
      

            	
              (x)

            	
              the
      share certificate records, the securities register, the register of
      disclosures, the register of directors and officers for the Acquirer are
      contained in the corporate minute book and are complete and accurate in
      all respects;

            


    

    


    Accuracy
of Warranties

    


    
      	
               
      

            	
              (y)

            	
              neither
      this Agreement nor any document, schedule, list, certificate, declaration
      under oath or written statement now or until the Time of Closing furnished
      by the Acquirer to the Vendors or the Company in connection with the
      transactions contemplated by this Agreement contains or will contain any
      untrue statement or representation of a material fact on the part of the
      Acquirer, or omits or will omit on behalf of the Acquirer to state a
      material fact necessary to make any such statement or representation
      therein or herein contained not
misleading.

            


    

    


    4.2                      Survival
of the Representations and Warranties by the Acquirer.  To the extent
they have not been fully performed at or prior to the Time of Closing, each
representation and warranty of the Acquirer contained in this Agreement or in
any document, instrument, certificate or undertaking given pursuant hereto
shall:

    


    
      	
               
      

            	
              (a)

            	
              be
      materially true and correct on and as of the Closing Date with the same
      force and effect as though made or given on the Closing
    Date;

            


    

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (b)

            	
              remain
      in full force and effect notwithstanding any investigations conducted by
      or on behalf of the Company and/or Vendors,
and

            


    

    


    
      	
               
      

            	
              (c)

            	
              survive
      the completion of the transactions contemplated by this Agreement until
      the second anniversary of the Closing Date and shall continue in full
      force and effect for the benefit of the Vendors and the Company during
      that period, except that a claim for any breach of any of the
      representations and warranties contained in this Agreement or in any
      agreement, instrument, certificate or other document executed or delivered
      pursuant hereto involving fraud or fraudulent misrepresentation may be
      made at any time following the Closing Date, subject only to applicable
      limitation periods imposed by law.

            


    

    


    
      	
               
      

            	
              (d)

            	
              To
      the extent they have not been fully performed at or prior to the Time of
      Closing, each and every representation and warranty of the Acquirer
      contained in this Agreement and any agreement, instrument, certificate or
      other document executed or delivered pursuant to this Agreement shall
      survive the completion of the transactions contemplated by this Agreement
      and, notwithstanding such completion, shall continue in full force and
      effect for the benefit of the Vendors and the
  Company.

            


    

    


    4.3           For
the avoidance of doubt and notwithstanding anything to the contrary contained in
this Agreement, all representations and warranties, unless expressly provided
otherwise in this Agreement, are in respect of matters and events on or before
the Closing and not after.

    


    


    Article
5

    CONDITIONS PRECEDENT TO CLOSING

    


    


    5.1                      Parties’
Conditions Precedent prior to the Closing Date.  All of the
rights, duties and obligations of each of the Parties hereto under this
Agreement are subject to the following conditions precedent for the exclusive
benefit of each of the Parties to be fulfilled in all material aspects in the
reasonable opinion of each of the Parties or to be waived by each or any of the
Parties, as the case may be, as soon as possible after the Execution Date;
however, unless specifically indicated as otherwise, not later than the Time of
Closing: the specific ratification of the terms and conditions of this Agreement
by the Board of Directors of the Acquirer within five business days of the due
and complete execution of this Agreement by each of the Parties hereto (the
“Acquirer’s
Ratification”).

    


    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    5.2                      Parties’
Waiver of Conditions Precedent.   The conditions precedent
set forth in Article “5.1” hereinabove are for the exclusive benefit of each of
the Parties hereto and may be waived by each of the Parties in writing either in
whole or in part at or prior to the Time of Closing.

    


    5.3                      The
Vendors’ and the Company’s Conditions Precedent.  The
acquisition of the Company Stock is subject to the following terms and
conditions for the exclusive benefit of the Vendors and the Company, to be
fulfilled or performed at or prior to the Time of Closing:

    


    
      	
               
      

            	
              (a)

            	
              the
      representations and warranties of the Acquirer contained in this Agreement
      shall be true and correct in all material respects at the Time of Closing,
      with the same force and effect as if such representations and warranties
      were made at and as of such time;

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      of the terms and conditions of this Agreement to be complied with or
      performed by the Acquirer at or before the Time of Closing shall have been
      complied with or performed in all material
  respects;

            


    

    


    
      	
               
      

            	
              (c)

            	
              there
      shall have been obtained, from all appropriate federal, provincial,
      municipal or other governmental or administrative bodies, such licenses,
      permits, consents, approvals, certificates, registrations and
      authorizations as are required by law, if any, to be obtained by the
      Acquirer to permit the issuance and delivery of the Acquirer Stock to the
      Vendors contemplated hereby;

            


    

    


    
      	
               
      

            	
              (d)

            	
              no
      legal or regulatory action or proceeding shall be pending or threatened by
      any person to enjoin, restrict or prohibit the acquisition of the Company
      Stock contemplated hereby;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      Acquirer shall have delivered a letter of resignation from Mr. Alan Goh
      from the positions of Chief Executive Officer, President, Chief Financial
      Officer and Treasurer of the Acquirer, effective upon the
      Closing;

            


    

    


    
      	
               
      

            	
              (f)

            	
              the
      Acquirer shall have delivered evidence of the due appointment of Johnny
      Lian Tian Yong as the Chief Executive Officer and Chairman of the
      Acquirer, effective upon the
Closing;

            


    

    


    
      	
               
      

            	
              (g)

            	
              on
      or prior to the Closing, the Acquirer shall take all action necessary to
      (i) cause the number of directors that will comprise the full Board of
      Directors of the Acquirer effective as of immediately following the
      Closing to be fixed at five, (ii) cause the Board of Directors of the
      Acquirer effective as of immediately following the Closing to consist of
      (A) four members designated by the Company, and (B) Alan Goh, and (iii)
      cause the individuals identified or designated pursuant to subclause (A)
      of the preceding clause (ii) to be appointed to the Board of Directors of
      the Acquirer effective as of immediately following the Closing;
      and

            


    

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (h)

            	
              prior
      to the Closing, the Acquirer shall take all action necessary to cause Mr.
      Alan Goh to execute an agreement with the Acquirer regarding the
      cancellation of 24,000,000 shares of the Acquirer’s common stock with a
      par value of US$0.001 per share, concurrently with issue and allotment of
      the Acquirer Stock to the Vendors.

            


    

    


    If any of
the conditions contained in this Article “5.3” shall not be performed or
fulfilled at or prior to the Time of Closing to the satisfaction of the Vendors
and the Company, acting reasonably, the Vendors and/or the Company may, by
notice to the Acquirer, terminate this Agreement and the obligations of the
Vendors, the Company and the Acquirer under this Agreement, other than the
obligations contained in Article “8” hereinbelow, shall be terminated, provided
that the Vendors and the Company may also bring an action pursuant to Article
“7” against the Acquirer for damages suffered by the Vendors and/or the Company
where the non-performance or non-fulfillment of the relevant condition is as a
result of a breach of representation or warranty by the Acquirer.  Any
such condition may be waived in whole or in part by the Vendors and the Company
in writing without prejudice to any claims it may have for breach of
representation or warranty.

    


    5.4                      Acquirer’s
Conditions Precedent prior to the Closing Date.  The
acquisition of the Company Stock is subject to the following terms and
conditions for the exclusive benefit of the Acquirer, to be fulfilled or
performed at or prior to the Time of Closing:

    


    
      	
               
      

            	
              (a)

            	
              the
      representations and warranties of the Vendors contained in this Agreement
      shall be true and correct at the Time of Closing, with the same force and
      effect as if such representations and warranties were made at and as of
      such time;

            


    

    


    
      	
               
      

            	
              (b)

            	
              all
      of the terms and conditions of this Agreement to be complied with or
      performed by the Vendors and the Company at or before the Time of Closing
      shall have been complied with or performed in all material
      respects;

            


    

    


    
      	
               
      

            	
              (c)

            	
              there
      shall have been obtained, from all appropriate federal, provincial,
      municipal or other governmental or administrative bodies, such licenses,
      permits, consents, approvals, certificates, registrations and
      authorizations as are required to be obtained, if any, by the Vendors and
      the Company to permit the change of ownership of the Company Stock
      contemplated hereby; and

            


    

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (e)

            	
              no
      legal or regulatory action or proceeding shall be pending or threatened by
      any person to enjoin, restrict or prohibit the acquisition of the Company
      Stock contemplated hereby.

            


    

    


    If any of
the conditions contained in this Article “5.4” shall not be performed or
fulfilled at or prior to the Time of Closing to the satisfaction of the
Acquirer, acting reasonably, the Acquirer may, by notice to the Vendors and the
Company, terminate this Agreement and the obligations of the Vendors, the
Company and the Acquirer under this Agreement, other than the obligations set
forth in Article “8”, shall be terminated, provided that the Acquirer may also
bring an action pursuant to Article “7” against the Vendors for damages suffered
by the Acquirer where the non-performance or non-fulfillment of the relevant
condition is as a result of a breach of representation or warranty by the
Vendors.  Any such condition may be waived in whole or in part by the
Acquirer without prejudice to any claims it may have for breach of
representation or warranty.

    


    


    Article
6

    CLOSING AND EVENTS OF CLOSING

    


    


    6.1                      Closing
and Closing Date.   The closing (the “Closing”) of the acquisition
of the Company Stock and the issuance and delivery of the Acquirer Stock, as
contemplated in the manner as set forth in Article “2” hereinabove, together
with all of the transactions contemplated by this Agreement shall occur on
[August 3, 2009] (the “Closing
Date”), or on such earlier or later Closing Date as may be agreed to in
advance and in writing by each of the Parties hereto, and will be closed at the
offices of counsel for the Acquirer, Jensen Lunny MacInnes Law Corporation
located at 555 W. Hastings St., Suite 2550, Vancouver, BC, Canada  V6B
4N5, at 2:00 p.m. (New York City time) (11:00 am Vancouver Time) on the Closing
Date.

    


    6.2                      Latest
Closing Date.   If the Closing Date has not occurred by
[August 5, 2009] subject to an extension as may be mutually agreed to by the
Parties for a maximum of 15 days per extension, then the Acquirer and the
Vendors shall each have the option to terminate this Agreement by delivery of
written notice to the other Party. Upon delivery of such notice, this Agreement
shall cease to be of any force and effect except for Article “8” hereinbelow,
which shall remain in full force and effect notwithstanding the termination of
this Agreement.

    


    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    6.3                      Documents
to be delivered by the Company and the Vendors prior to the Closing
Date.   Not later than the Closing Date, and in addition
to the documentation which is required by the agreements and conditions
precedent which are set forth hereinabove, the Company and the Vendors shall
also execute and deliver or cause to be delivered to Acquirer’s counsel all such
other documents, resolutions and instruments as may be necessary, in the opinion
of counsel for the Acquirer, acting reasonably, to complete all of the
transactions contemplated by this Agreement and including, without limitation,
the necessary transfer of all of the Company Stock to the Acquirer free and
clear of all liens, security interests, charges and encumbrances, and in
particular including, but not being limited to, the following
materials:

    


    
      	
               
      

            	
              (a)

            	
              all
      documentation as may be reasonably necessary to ensure that all of the
      Company Stock has been transferred, assigned and are registerable in the
      name of and for the benefit of the Acquirer under all applicable corporate
      and securities laws;

            


    

    


    
      	
               
      

            	
              (b)

            	
              certificates
      representing the Company Stock registered in the name of the Vendors, duly
      endorsed for transfer to the Acquirer and/or irrevocable stock powers
      transferring the Company Stock to the
Acquirer;

            


    

    


    
      	
               
      

            	
              (c)

            	
              certificates
      representing the Company Stock registered in the name of the Acquirer;
      and

            


    

    


    
      	
               
      

            	
              (d)

            	
              a
      certified copy of the resolutions of the directors (and of the
      Vendors/shareholders, if necessary) of the Company authorizing the
      transfer by the Vendors to the Acquirer of the Company
    Stock.

            


    

    


    6.4                      Documents
to be delivered by the Acquirer prior to the Closing Date.  Not
later than the Closing Date, and in addition to the documentation which is
required by the agreements and conditions precedent which are set forth
hereinabove, the Acquirer shall also execute and deliver or cause to be
delivered to the Company’s and the Vendors’ counsel, all such other documents,
resolutions and instruments that may be necessary, in the opinion of counsel for
the Company and the Vendors, acting reasonably, to complete all of the
transactions contemplated by this Agreement and including, without limitation,
the necessary acceptance of the transfer of all of the Acquirer Stock to the
Vendors free and clear of all liens, charges and encumbrances, and in particular
including, but not being limited to, the following materials:

    


    
      	
               
      

            	
              (a)

            	
              a
      copy of the resolutions of the directors of the Acquirer providing for the
      approval and ratification of all of the transactions contemplated
      hereby;

            


    

    


    
      	
               
      

            	
              (b)

            	
              certificates
      representing the Acquirer Stock issued to the Vendors in accordance with
      Articles “2.2” and “2.3”
hereinabove;

            


    

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (c)

            	
              a
      copy of the audited Acquirer’s Financial Statements for the period ended
      July 31, 2008, and unaudited Financial Statements for the nine months
      period ended 31 March, 2009; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              all
      such other documents and instruments as the Company’s and the Vendors’
      respective counsel may reasonably
require.

            


    

    


    


    Article
7

    INDEMNIFICATION AND LEGAL
PROCEEDINGS

    


    


    7.1                      Indemnification.   The
Parties hereto agree to indemnify and save harmless the other Parties hereto and
including, where applicable, their respective affiliates, directors, officers,
employees and agents (each such party being an “Indemnified Party”) from and
against and agree to be liable for any and all losses, claims, actions, suits,
proceedings, damages, liabilities or expenses of whatever nature or kind,
including any investigation expenses incurred by any Indemnified Party, to which
an Indemnified Party may become subject due to a breach or failure to comply
with an obligation by a Party under the terms and conditions of this
Agreement.

    


    7.2                      No
Indemnification.   This indemnity will not apply in
respect of an Indemnified Party in the event and to the extent that a court of
competent jurisdiction in a final judgment shall determine that the Indemnified
Party was grossly negligent or guilty of willful misconduct.

    


    7.3                      Claim of
Indemnification.   The Parties hereto agree to waive any
right they might have of first requiring the Indemnified Party to proceed
against or enforce any other right, power, remedy, security or claim payment
from any other person before claiming this indemnity.

    


    7.4                      Notice of
Claim.   In case any action is brought against an
Indemnified Party in respect of which indemnity may be sought against any of the
Parties hereto, the Indemnified Party will give the relevant Party hereto prompt
written notice of any such action of which the Indemnified Party has knowledge
and such Party will undertake the investigation and defense thereof on behalf of
the Indemnified Party, including the prompt consulting of counsel acceptable to
the Indemnified Party affected and the payment of all
expenses.  Failure by the Indemnified Party to so notify shall not
relieve any Party hereto of such Party’s obligation of indemnification hereunder
unless (and only to the extent that) such failure results in a forfeiture by any
Party hereto of substantive rights or defenses.

    


    7.5                      Settlement.   No
admission of liability and no settlement of any action shall be made without the
consent of each of the Parties hereto and the consent of the Indemnified Party
affected, such consent not to be unreasonably withheld.

    


    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    7.6                      Legal
Proceedings.   Notwithstanding that the relevant Party
hereto will undertake the investigation and defense of any action, an
Indemnified Party will have the right to employ separate counsel in any such
action and participate in the defense thereof, but the fees and expenses of such
counsel will be at the expense of the Indemnified Party unless:

    


    
      	
               
      

            	
              (a)

            	
              such
      counsel has been authorized by the relevant Party
  hereto;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      relevant Party hereto has not assumed the defense of the action within a
      reasonable period of time after receiving notice of the
      action;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      named parties to any such action include that any Party hereto and the
      Indemnified Party shall have been advised by counsel that there may be a
      conflict of interest between any Party hereto and the Indemnified Party;
      or

            


    

    


    
      	
               
      

            	
              (d)

            	
              there
      are one or more legal defenses available to the Indemnified Party which
      are different from or in addition to those available to any Party
      hereto.

            


    

    


    7.7                      Limitation
of damages and Severability.   No
liability shall in any event arise in respect of any claim for breach of any of
the representations and warranties given by any Party under the terms of this
Agreement or any misrepresentation by any Party under the terms of this
Agreement or any breach of any terms and conditions under this Agreement unless
the amount claimed (together with the aggregate amount of any previous claims)
shall exceed US$10,000 as at the date of the claim.

    


    For the avoidance of doubt and
notwithstanding anything to the contrary contained in this Agreement, the
Parties agree and acknowledge that each of the Vendor’s liability under this
Agreement shall be several only and shall not be joint.

    


    


    Article
8

    NON-DISCLOSURE

    


    


    8.1                      Public
Announcements and Disclosure to Regulatory
Authorities.   All information relating to the Agreement
and the transaction contemplated therein shall be treated as confidential and no
public disclosure shall be made by any Party without the prior approval of the
Company and the Acquirer.  Notwithstanding the provisions of this
Article, the Parties hereto agree to make such public announcements and
disclosure to the Regulatory Authorities of this Agreement promptly upon its
execution in accordance with the requirements of applicable securities
legislation and regulations.

    


    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    


    Article
9

    
      ASSIGNMENT AND AMENDMENT

    

    


    


    9.1                      Assignment.   Save
and except as provided herein, no Party hereto may sell, assign, pledge or
mortgage or otherwise encumber all or any part of its respective interests
herein without the prior written consent of all of the other Parties
hereto.

    


    9.2                      Amendment.   This
Agreement and any provision thereof may only be amended in writing and only by
duly authorized signatories of each of the respective Parties
hereto.

    


    


    Article
10

    
      FORCE
MAJEURE

    

    


    


    10.1                      Events.   If
any Party hereto is at any time prevented or delayed in complying with any
provisions of this Agreement by reason of strikes, walk-outs, labor shortages,
power shortages, fires, wars, acts of God, earthquakes, storms, floods,
explosions, accidents, protests or demonstrations by environmental lobbyists or
native rights groups, delays in transportation, breakdown of machinery,
inability to obtain necessary materials in the open market, unavailability of
equipment, governmental regulations restricting normal operations, shipping
delays or any other reason or reasons beyond the control of that Party, then the
time limited for the performance by that Party of its respective obligations
hereunder shall be extended by a period of time equal in length to the period of
each such prevention or delay.

    


    10.2                      Notice.   A
Party shall, within seven calendar days, give notice to the other Parties of
each event of force
majeure under Article “10.1” hereinabove, and upon cessation of such
event shall furnish the other Parties with notice of that event together with
particulars of the number of days by which the obligations of that Party
hereunder have been extended by virtue of such event of force majeure and all
preceding events of force
majeure.

    


    


    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    Article
11

    
      ARBITRATION

    

    


    


    11.1                      Arbitration.   Any
dispute arising out of or in connection with this contract, including any
question regarding its existence, validity or termination, shall be referred to
and finally resolved by arbitration in Singapore in accordance with the
Arbitration Rules of the Singapore International Arbitration Centre (“SIAC” )
for the time being in force, which rules are deemed to be incorporated by
reference in this clause. The Tribunal shall consist of one arbitrator to be
appointed by the Chairman of the SIAC. The language of the arbitration shall be
English.

    


    


    Article
12

    
      DEFAULT AND TERMINATION

    

    


    


    12.1                      Default.   The
Parties hereto agree that if any Party hereto is in default with respect to any
of the provisions of this Agreement (herein called the “Defaulting Party”), the
non-defaulting Party (herein called the “Non-Defaulting Party”) shall
give notice to the Defaulting Party designating such default, and within 10
calendar days after its receipt of such notice, the Defaulting Party shall
either:

    


    
      	
               
      

            	
              (a)

            	
              cure
      such default, or commence proceedings to cure such default and prosecute
      the same to completion without undue delay;
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              give
      the Non-Defaulting Party notice that it denies that such default has
      occurred and that it is submitting the question to arbitration as herein
      provided.

            


    

    


    12.2                      Arbitration.   If
arbitration is sought, a Party shall not be deemed in default until the matter
shall have been determined finally by appropriate arbitration under the
provisions of Article “11” hereinabove.

    


    12.3                      Curing
the Default.   If:

    


    
      	
               
      

            	
              (a)

            	
              the
      default is not so cured or the Defaulting Party does not commence or
      diligently proceed to cure the default;
or

            


    

    


    
      	
               
      

            	
              (b)

            	
              arbitration
      is not so sought; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      Defaulting Party is found in arbitration proceedings to be in default, and
      fails to cure it within five calendar days after the rendering of the
      arbitration award,

            


    

    


    the
Non-Defaulting Party may, by written notice given to the Defaulting Party at any
time while the default continues, terminate the interest of the Defaulting Party
in and to this Agreement.

    


    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    12.4                      Termination.   In
addition to the foregoing it is hereby acknowledged and agreed by the Parties
hereto that this Agreement will be terminated in the event that:

    


    
      	
               
      

            	
              (a)

            	
              the
      conditions specified in section “5.1” hereinabove have not been satisfied
      at or prior to the Time of Closing;

            


    

    


    
      	
               
      

            	
              (c)

            	
              either
      of the Parties hereto has not either satisfied or waived each of their
      respective conditions precedent at or prior to the Time of Closing in
      accordance with the provisions of Article “5” hereinabove unless
      extended;

            


    

    


    
      	
               
      

            	
              (d)

            	
              either
      of the Parties hereto has failed to deliver or caused to be delivered any
      of their respective documents required to be delivered by Articles “5” and
      “6” hereinabove at or prior to the Time of Closing in accordance with the
      provisions of Articles “5” and “6” unless extended;
  or

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      Closing has not occurred on or before [August 5, 2009], or such later
      date, all in accordance with Article “6.2” hereinabove;
  or

            


    

    


    
      	
               
      

            	
              (f)

            	
              by
      agreement in writing by each of the Parties
  hereto;

            


    

    


    and in
such event this Agreement will be terminated and be of no further force and
effect other than the obligations under Article “8” hereinabove.

    


    12.5                      For
the avoidance of doubt, it is agreed that any termination of this Agreement
(howsoever occasioned) shall not affect any accrued rights or liabilities of any
of the Parties to this Agreement nor shall it affect the coming into force or
the continuance in force of any provision hereof which is expressly or by
implication intended to come into or continue in force on or after such
termination.

    


    


    Article
13

    
      NOTICE

    

    


    


    13.1                      Notice.   Each
notice, demand or other communication required or permitted to be given under
this Agreement shall be in writing and shall be sent by prepaid registered mail
deposited in a post office addressed to the Party entitled to receive the same,
or delivered to such Party, at the address for such Party specified
above.  The date of receipt of such notice, demand or other
communication shall be the date of delivery thereof if delivered, or, if given
by registered mail as aforesaid, shall be deemed conclusively to be the third
calendar day after the same shall have been so mailed, except in the case of
interruption of postal services for any reason whatsoever, in which case the
date of receipt shall be the date on which the notice, demand or other
communication is actually received by the addressee.

    


    
      
         

      

      
        28

        
          

        

      

      
         

      

    

    13.2                      Change of
Address.   Either Party may at any time and from time to
time notify the other Party in writing of a change of address and the new
address to which notice shall be given to it thereafter until further
change.

    


    


    Article
14

    
      GENERAL PROVISIONS

    

    


    


    14.1                      Entire
Agreement.   This Agreement constitutes the entire
agreement to date between the Parties hereto and supersedes every previous
agreement, communication, expectation, negotiation, representation or
understanding, whether oral or written, express or implied, statutory or
otherwise, between the Parties with respect to the subject matter of this
Agreement and including, without limitation, the agreement as between the
Acquirer, the Vendors and the Company.

    


    14.2                      Enurement.   This
Agreement will enure to the benefit of and will be binding upon the Parties
hereto, their respective heirs, executors, administrators and
assigns.

    


    14.3                      Schedules.   The
Schedules to this Agreement are hereby incorporated by reference into this
Agreement in its entirety.

    


    14.4                      Time of
the Essence.   Time will be of the essence of this
Agreement.

    


    14.5                      Representation
and Costs.   It is hereby acknowledged and agreed by the
Parties hereto that each Party to this Agreement will bear and pay its own
costs, legal and otherwise, in connection with its respective preparation,
review and execution of this Agreement, and, in particular, that the costs
involved in the preparation of this Agreement, and all documentation necessarily
involved thereto, by Jensen Lunny MacInnes Law Corporation shall be at the cost
of the Acquirer.

    


    14.6                      Applicable
Law.   This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Nevada, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof.

    


    14.7                      Further
Assurances.   The Parties hereto hereby, jointly and
severally, covenant and agree to forthwith, upon request, execute and deliver,
or cause to be executed and delivered, such further and other deeds, documents,
assurances and instructions as may be required by the Parties hereto or their
respective counsel in order to carry out the true nature and intent of this
Agreement.

    


    
      
         

      

      
        29

        
          

        

      

      
         

      

    

    14.8                      Severability
and Construction.   Each Article, section, paragraph, term
and provision of this Agreement, and any portion thereof, shall be considered
severable, and if, for any reason, any portion of this Agreement is determined
to be invalid, contrary to or in conflict with any applicable present or future
law, rule or regulation in a final unappealable ruling issued by any court,
agency or tribunal with valid jurisdiction in a proceeding to any of the Parties
hereto is a party, that ruling shall not impair the operation of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible (all of which shall remain binding on the Parties and continue to
be given full force and agreement as of the date upon which the ruling becomes
final).

    


    14.9                      Captions.   The
captions, section numbers, Article numbers and Schedule numbers appearing in
this Agreement are inserted for convenience of reference only and shall in no
way define, limit, construe or describe the scope or intent of this Agreement
nor in any way affect this Agreement.

    


    14.10                    Currency.   Unless
otherwise stipulated, all references to money amounts herein shall be the lawful
currency of the United States of America.

    


    14.11                    Counterparts.   This
Agreement may be signed by the Parties hereto in as many counterparts as may be
necessary, and via facsimile if necessary, each of which so signed being deemed
to be an original and such counterparts together constituting one and the same
instrument and, notwithstanding the date of execution, being deemed to bear the
effective Execution Date as set forth on the front page of this
Agreement.

    


    14.12                    No
Partnership or Agency.   The Parties hereto have not
created a partnership and nothing contained in this Agreement shall in any
manner whatsoever constitute any Party the partner, agent or legal
representative of any other Party, nor create any fiduciary relationship between
them for any purpose whatsoever.  No Party shall have any authority to
act for, or to assume any obligations or responsibility on behalf of, any other
party except as may be, from time to time, agreed upon in writing between the
Parties or as otherwise expressly provided.

    


    14.13                    Consents
and Waivers.   No consent or waiver expressed or implied
by either Party hereto in respect of any breach or default by any other Party in
the performance by such other of its obligations hereunder shall:

    


    
      	
               
      

            	
              (a)

            	
              be
      valid unless it is in writing and stated to be a consent or waiver
      pursuant to this Article;

            


    

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (b)

            	
              be
      relied upon as a consent to or waiver of any other breach or default of
      the same or any other obligation;

            


    

    


    
      	
               
      

            	
              (c)

            	
              constitute
      a general waiver under this Agreement;
or

            


    

    


    
      	
               
      

            	
              (d)

            	
              eliminate
      or modify the need for a specific consent or waiver pursuant to this
      Article in any other or subsequent
instance.

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

    IN
WITNESS WHEREOF each of the Parties hereto has hereunto executed this
Agreement as of the Execution Date as set forth on the front page of this
Agreement.

    


     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            TECHMEDIA ADVERTISING

                                          	
                                            )

                                          
	
                                            MAURITIUS

                                          	
                                            )

                                          
	
                                            the
      Company herein,

                                          	
                                            )

                                          
	 
      	
                                            )

                                          
	 
      	
                                            )

                                          
	
                                            Per: /s/ Ratner Vellu

                                          	
                                            )

                                          
	
                                            Authorized
      Signatory

                                          	
                                            )

                                          
	 
      	
                                            )

                                          
	
                                            Ratner Vellu, Director

                                          	
                                            )

                                          
	
                                            (print
      name and title)

                                          	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                                            TECHMEDIA ADVERTISING, INC.

                                          	
                                            )

                                          
	
                                            the
      Acquirer herein,

                                          	
                                            )

                                          
	 
      	
                                            )

                                          
	 
      	
                                            )

                                          
	
                                            Per: /s/ Alan Goh

                                          	
                                            )

                                          
	
                                            Authorized
      Signatory

                                          	
                                            )

                                          
	 
      	
                                            )

                                          
	
                                            Alan Goh, President and
      director

                                          	
                                            )

                                          
	
                                            (print
      name and title)

                                          	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    


    
      
        
          
            
              	
                      TERNES CAPITAL LTD.

                    	
                      )

                    	 
      
	
                      a
      Vendor herein,

                    	
                      )

                    	 
      
	 
      	
                      )

                    	 
      
	 
      	
                      )

                    	 
      
	
                      Per: /s/ Ratner Vellu

                    	
                      )

                    	 
      
	
                      Authorized
      Signatory

                    	
                      )

                    	 
      
	 
      	
                      )

                    	 
      
	
                      Ratner Vellu, Director and
      Shareholder

                    	
                      )

                    	 
      
	
                      (print
      name and title)

                    	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      SIGNED
      and DELIVERED by

                    	
                      )

                    	 
      
	
                      JOHNNY LIAN TIAN YONG, a
      Vendor

                    	
                      )

                    	 
      
	
                      herein,
      in the presence of:

                    	
                      )

                    	 
      
	 
      	
                      )

                    	 
      
	
                      /s/ Chua Weiming

                    	
                      )

                    	 
      
	
                      Witness
      Signature

                    	
                      )

                    	
                      /s/ Johnny Lian Tian
Yong

                    
	
                      68
      Mei Hwan Dr., #03-14

                    	
                      )

                    	
                            JOHNNY
      LIAN TIAN YONG

                    
	
                      Singapore  568430

                    	
                      )

                    	 
      
	
                      Witness
      Address

                    	
                      )

                    	 
      
	 
      	
                      )

                    	 
      
	
                      Chua Weiming, Consultant

                    	
                      )

                    	 
      
	
                      Witness
      Name and Occupation

                    	
                      )

                    	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      ONEMEDIA LIMITED

                    	
                      )

                    	 
      
	
                      a
      Vendor herein,

                    	
                      )

                    	 
      
	 
      	
                      )

                    	 
      
	 
      	
                      )

                    	 
      
	
                      Per: /s/ Ma Ong Kee

                    	 
      	
                      )

                    
	
                      Authorized
      Signatory

                    	
                      )

                    	 
      
	 
      	
                      )

                    	 
      
	
                      Ma Ong Kee

                    	
                      )

                    	 
      
	
                      (print
      name and title)

                    	 
      	 
      


            

          

        

      

    

    


    
      
         

      

      
        33

        
          

        

      

      
         

      

    

                                                                               

    Schedule A

    


    This is
Schedule “A” to that certain Share Exchange Agreement among TechMedia
Advertising, Inc., TechMedia Advertising Mauritius and the vendor shareholders
of TechMedia Advertising Mauritius

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	
                                                    
                                                Company Stock and
      Vendors

                                              

                                            	 
      
	 	 
      	 
      
	 	 
      	 
      
	      
                                              Issued Capital:

                                            	
                                               

                                            	      
                                              10
      ordinary shares

                                            
	 	 
      	 
      
	 	 
      	 
      
	 	 
      	 
      
	      
                                              Vendors:

                                            	
                                               

                                            	 
      
	 	
                                              Ternes Capital Ltd.:

                                            	      
                                              3
      ordinary shares

                                            
	 	      
                                              P.O.
      Box 957

                                            	      
                                               

                                            
	 	
                                              Offshore
      Incorporations Centre

                                            	 
      
	 	
                                              Road
      Town, Tortola

                                            	 
      
	 	
                                              British
      Virgin Islands

                                            	 
      
	 	 
      	 
      
	 	 
      	 
      
	 	
                                              Johnny Lian Tian Yong:

                                            	      
                                              3
      ordinary shares

                                            
	 	      
                                              Blk
      84 Jalan Daud

                                            	      
                                               

                                            
	 	
                                              #06-01
      Windy Heights

                                            	 
      
	 	
                                              Singapore
      419593

                                            	 
      
	 	 
      	 
      
	 	 
      	 
      
	 	      
                                              OneMedia Limited:

                                            	
                                              4
      ordinary shares

                                            
	 	      
                                              P.O.
      Box 1239

                                            	 
      
	 	
                                              Offshore
      Incorporations Centre

                                            	 
      
	 	
                                              Victoria
      Mahe, Seychelles

                                            	 
      
	 	 
      	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    


    


    Schedule B

    


    This is Schedule “B” to that certain
Share Exchange Agreement among TechMedia Advertising, Inc., TechMedia
Advertising Mauritius and the vendor shareholders of TechMedia Advertising
Mauritius

    


    


    Financial Statements of the
Acquirer

    
 

    
      
        
          
            
              
                
                  	 	      
                          1.

                        	      
                          Audited
      Financial Statements for the period ended July 31, 2008;
      and

                        
	 	 	 
	
                        	
                          2. 

                        	
                          Unaudited
      Financial Statements for the nine months period ended March 31,
      2009.

                        


                

              

            

          

        

      

    

    


    


     

     

     

     

    
 

    
      
         

      

      
        35