Exhibit 10.1 





AGREEMENT AND PLAN OF
MERGER 



        AGREEMENT
AND PLAN OF MERGER (“Agreement”) made this 24th day of December 2008 by and
among NB Telecom, Inc., a Nevada corporation (the “Parent”), China XD Plastics
Company Limited, a Nevada corporation (the “Merger Sub”) wholly owned by the
Parent, and Favor Sea Limited (“Company”) a British Virgin Islands corporation,
and XD. Engineering Plastics Company Limited, a British Virgin Islands corporation, the
principal shareholder of the Company (the “Principal Shareholder” and together
with the minority shareholders in the Company, the “Sellers”). 



R E C I T A L S: 



        A.              The
respective Boards of Directors of the Parent and the Company have determined
          that an acquisition of the Company by the Merger Sub and then the merger of the
          Merger Sub with and into the Parent (the “Merger”), upon the terms
and           subject to the conditions set forth in this Agreement, would be fair and in
the           best interests of their respective shareholders, and such Boards of
Directors           have approved such Merger, pursuant to which shares of Common Stock
of the           Company (“Company Common Stock”) issued and outstanding
immediately           prior to the Effective Time of the Merger (as defined in Section
1.03) and all           securities convertible or exchangeable into Company Common Stock
will be           exchanged (including by reservation for future issuances) will be
exchanged for           the right to receive 99% of Common Stock of the Parent (“Parent
Common           Stock”) other than Dissenting Shares (as defined in Section
2.01(d)).  




        B.              The
Parent, the Merger Sub and the Company desire to make certain           representations,
warranties, covenants and agreements in connection with the           Merger and also to
prescribe various conditions to the Merger.  




        C.              For
federal income tax purposes, the parties intend that the Merger shall           qualify
as reorganization under the provisions of Section 368 of the Internal           Revenue
Code of 1986, as amended (the “Code”).  




        NOW,
THEREFORE, in consideration of the representations, warranties, covenants and agreements
contained in this Agreement, the parties agree as follows:  




ARTICLE I: 
THE MERGER
AND MERGER CONSIDERATION  



1.01   The Merger and
Consideration. Upon the terms and subject to the conditions set forth in this
Agreement, and in accordance with the Nevada Corporations Code (the “Nevada
Statutes”), the Merger Sub shall acquire the Company and then shall be merged with
and into the Parent at the Effective Time of the Merger. The Company will become a wholly
owned subsidiary of the Parent upon which the Merger Sub shall no long exist, and
Parent’s name will change to the Merger Sub’s name, pursuant to section 92A.180
of the Nevada Statutes. The Merger Sub shall issue (i) to the Sellers and their designees,
10 shares or such number of shares of the common stock of the Merger Sub which shall
constitute no more than 10% ownership interest in the Merger Sub and which shall be
converted into approximately 50,367,778 shares of the Parent Common Stock prior to and
approximately 405,928 post a reverse stock split in accordance with Section 1.08 to be
done in conjunction of the Merger, and 1,000,000 shares of convertible Series A preferred
stock which shall convert approximately 1:38.2 into 38,194,072 shares of Parent Common
Stock after the completion of the Merger so that eventually the Sellers and their
designees shall own approximately 99% of Parent Common Stock outstanding post the
completion of the Merger; and (ii) to the Principal Shareholder and their designees,
1,000,000 shares of Series B preferred stock. Immediately after the Merger and the reverse
stock split in accordance with Section 1.08, the Parent shall conduct an amendment to its
charter to increase the authorized shares of Parent Common Stock to 500,000,000 to allow
such conversion of preferred stock into Parent Common Stock. At that time, the Parent will
also amend its charter to increase the authorized shares of its preferred stock to
50,000,000. Forms of the certificates of designation of the Series A convertible preferred
stock and Series B preferred stock are attached hereto as Exhibit A and Exhibit
B, respectively. 













1.02   Closing. Unless this
Agreement shall have been terminated and the transactions herein contemplated shall have
been abandoned pursuant to Section 7.01 and subject to the satisfaction or waiver of the
conditions set forth in Article VI, the closing of the Merger (the “Closing”)
will take place at 10:00 a.m. on the business day upon satisfaction of the conditions set
forth in Article VI (or as soon as practicable thereafter following satisfaction or waiver
of the conditions set forth in Article VI) (the “Closing Date”), at the offices
of Troutman Sanders LLP in New York, unless another date, time or place is agreed to in
writing by the parties hereto. 



1.03   Effective Time of Merger.
As soon as practicable following the satisfaction or waiver of the conditions set forth in
Article VI, the parties shall file articles of merger (the “Articles of Merger”)
executed in accordance with the relevant provisions of the Nevada Statutes and shall make
all other filings or recordings required under Nevada Statutes. The Merger shall become
effective at such time as the Articles of Merger are duly filed with the Secretary of
State of Nevada or at such other time as is permissible in accordance with Nevada Statutes
and as the Parent and the Company shall agree should be specified in the Articles of
Merger (the time the Merger becomes effective being the “Effective Time of the
Merger”). The Parent shall use reasonable efforts to have the Closing Date and the
Effective Time of the Merger to be the same day. 



1.04   Effects of the Merger.
The Merger shall have the effects set forth in the applicable provisions of the Nevada
Statutes. 



1.05   Articles of
Incorporation; Bylaws; Purposes.  



        (a)              The
Certificate of Incorporation of the Parent in effect immediately prior to           the
Effective Time of the Merger shall be the Certificate of Incorporation of           the
Parent until thereafter changed or amended as provided therein or by           applicable
law.  




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        (b)              The
Bylaws of the Parent in effect at the Effective Time of the Merger shall be           the
Bylaws of the Parent until thereafter changed or amended as provided therein           or
by applicable law.  




        (c)              The
purposes of the Parent and the total number of its authorized capital stock
          shall be as set forth in the Certificate of Incorporation of the Parent in
          effect immediately prior to the Effective Time of the Merger until such time as
          such purposes and such number may be amended as provided in the Certificate of
          Incorporation of the Parent and by applicable law.  




1.06   Directors. The directors
of the Company at the Effective Time of the Merger shall be the directors of the Parent,
and its subsidiary, until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be. 



1.07   Officers. The officers of
the Company at the Effective Time of the Merger shall be the officers of the Parent and
its subsidiary, until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be. 



1.08   Stock Split. Immediately
following the execution of this Agreement, the Parent shall take all actions required to
affect an approximate one hundred and twenty-four and one tenth for one reverse split
(124.1:1) of the authorized and issued and outstanding Parent Common Stock, so that after
such split and redemption there will be approximately authorized, issued and outstanding
805,928 shares of the Parent Common Stock. The record and effective date of the reverse
split shall be December 31, 2008. 



1.09   Round-Up.
Immediately following the execution of this Agreement and upon the effectiveness of the
reverse split, the surviving entity of the Merger will issue an appropriate number of
shares to round-up any fractional shares and shares below 100 post the reverse split held
by each shareholder of record on the record date of December 31, 2008 to 100 shares of
Parent Common Stock. Such newly issued shares for the round-up shall be referred to
hereinafter as the “Round-Up Shares”. Such Round-Up Shares shall be deducted
from the account(s) of certain shareholders of the Parent existing prior to the date of
this Agreement designated by the Parent per the Parent’s written instruction to the
transfer agent of the Parent. 



ARTICLE II: 
EFFECT OF
THE MERGER 
ON THE CAPITAL STOCK 
OF THE CONSTITUENT CORPORATIONS  



2.01   Effect on Capital Stock.
As of the Effective Time of the Merger, by virtue of the Merger and without any action on
the part of the holders of shares of Company Common Stock or any shares of capital stock
of the Merger Sub: 



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        (a)              Common
Stock of the Merger Sub. Each share of common stock of the Merger Sub           issued
and outstanding immediately prior to the Effective Time of the Merger           shall be
converted into shares of Parent Common Stock according to Section 2.02           and
shall be the issued and outstanding capital stock of the Parent.  




        (b)              Cancellation
of Parent-Owned Merger Sub Common Stock. Each share of Common Stock           of the
Merger Sub that is owned by the Parent shall automatically be cancelled           and
retired and shall cease to exist, and no Parent Common Stock or other
          consideration shall be delivered or deliverable in exchange therefor.  




        (c)              Conversion
of Company Common Stock. Except as otherwise provided herein, each           issued and
outstanding share of Company Common Stock shall be converted into           fully paid
and nonassessable shares of Parent Common Stock in accordance with           the Exchange
Ratio described in Section 2.02.  




        (d)              Dissenting
Shares. Notwithstanding anything in this Agreement to the contrary,           shares of
Company Common Stock issued and outstanding immediately prior to the           Effective
Time of the Merger held by a holder (if any) who has the right to           demand
payment for and an appraisal of such shares as provided under British           Virgin
Islands law, if applicable, (“Dissenting Shares”) shall not be
          converted into a right to receive Merger Consideration unless such holder fails
          to perfect or otherwise loses such holder’s right to such payment or
          appraisal, if any. If, after the Effective Time of the Merger, such holder
fails           to perfect or loses any such right to appraisal, each such share of such
holder           shall be treated as a share that had been converted as of the Effective
Time of           the Merger into the right to receive Merger Consideration in accordance
with           this Section 2.01. The Company shall give prompt notice to the Parent of
any           demands received by the Company for appraisal of shares of Company Common
Stock,           and the Parent shall have the right to participate in all negotiations
and           proceedings with respect to such demands. The Company shall not, except
with the           prior written consent of the Parent, make any payment with respect to,
or settle           or offer to settle, any such demands.  




2.02   Exchange Ratio. The
“Exchange Ratio” is as follows: Each share of Company Stock shall be converted
into shares of Parent Common Stock in the Merger, an Exchange Ratio of 1: 5,036,778
Parent. 



2.03   Stock Warrants. At the
Effective Time of the Merger, there will be no outstanding warrants to purchase Parent
Common Stock.  



2.04   Exchange of
Certificates.  



        (a)              Exchange
of Certificates. As soon as reasonably practicable as of or after the           Effective
Time of the Merger, the Parent shall issue the Parent Shares, for the           benefit
of the holders of shares of Company Common Stock, for exchange in           accordance
with this Article II.  




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        (b)              Settlement
Date. The settlement date as set forth herein shall be such date           which is six
months from the Effective Time of the Merger and the date of the           resolution of
any Contests further to Section 8.03 herein.  




        (c)              Exchange
Procedures. At the Effective Time of the Merger, each holder of an           outstanding
certificate or certificates which prior thereto represented shares           of Company
Common Stock shall, upon surrender of such certificate or           certificates and
acceptance be entitled to a certificate or certificates           representing the number
of shares of Parent Common Stock into which the           aggregate number of shares of
Company Common Stock previously represented by           such certificate or certificates
surrendered shall have been converted pursuant           to this Agreement. The Company
shareholders shall accept such certificates upon           compliance with such
reasonable terms and conditions to affect an orderly           exchange thereof in
accordance with normal exchange practices. All shares of           Company Common Stock
shall be surrendered at the Effective Time of the Merger.           After the Effective
Time of the Merger, there shall be no further transfer on           the records of the
Company or its transfer agent of certificates representing           shares of Company
Common Stock. If any certificate for such Parent Common Stock           is to be issued
in a name other than that in which the certificate for Company           Common Stock
surrendered for exchange is registered, it shall be a condition of           such
exchange that the certificate so surrendered shall be properly endorsed,           with
signature guaranteed, or otherwise in proper form for transfer and that the
          person requesting such exchange shall pay to the Parent or its transfer agent
          any transfer or other taxes or other costs required by reason of the issuance
of           certificates for such Parent Common Stock in a name other than that of the
          registered holder of the certificate surrendered, or establish to the
          satisfaction of the Parent or its transfer agent that all taxes have been paid.  




        (d)              No
Further Ownership Rights in Company Common Stock. All shares of Parent Common
          Stock issued upon the surrender for exchange of certificates representing
shares           of Company Common Stock in accordance with the terms of this Article II
shall be           deemed to have been issued (and paid) in full satisfaction of all
rights           pertaining to the shares of Company Common Stock theretofore represented
by such           certificates.  




        (e)              No
Liability. None of the Parent, the Merger Sub, or the Company shall be liable
          to any person in respect of any shares of Parent Common Stock (or dividends or
          distributions with respect thereto) delivered to a public official pursuant to
          any applicable abandoned property, escheat or similar law. All certificates
          representing shares of Company Common Stock shall have been surrendered at the
          Effective Time of the Merger.  




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ARTICLE III:
REPRESENTATIONS
AND WARRANTIES  



3.01   Representations and
Warranties of the Company. Except as set forth in the Company Disclosure Schedule
delivered by the Company to the Parent at the time of execution of this Agreement, the
Company represents and warrants to the Parent and the Merger Sub as follows: 



        (a)              Organization,
Standing and Corporate Power. The Company is duly organized,           validly existing
and in good standing under the laws of the British Virgin           Islands and has the
requisite corporate power and authority to carry on its           business as now being
conducted. The Company is duly qualified or licensed to do           business and is in
good standing in each jurisdiction in which the nature of its           business or the
ownership or leasing of its properties makes such qualification           or licensing
necessary, other than in such jurisdictions where the failure to be           so
qualified or licensed (individually or in the aggregate) would not have a
          material adverse effect (as defined in Section 10.02) with respect to the
          Company.  




        (b)              Subsidiaries.
The Company owns 100% of its subsidiaries, Favor Sea (US) Limited,           a New York
corporation, Hong Kong Engineering Plastics Company Limited, a           corporation
established and existing in China, which in turn owns 100% ownership           interest
in Harbin Xinda Macromolecule Material Co., Ltd., a limited liability           company
established and existing in China (collectively, “Company           Subs”). The
Company has no interest in any other company, corporation,           partnership, joint
venture or otherwise other than the Company Subs.  




        (c)              Capital
Structure. The authorized capital stock of the Company consists of           50,000 of
Company Common Stock. There are 40,000 shares of Common Stock           outstanding, all
of which are owned by Sellers. Except as set forth above, no           shares of capital
stock or other equity securities of the Company are issued,           reserved for
issuance or outstanding. All outstanding shares of capital stock of           the Company
are duly authorized, validly issued, fully paid and nonassessable           and not
subject to preemptive rights. There are no outstanding bonds,           debentures, notes
or other indebtedness or other securities of the Company           having the right to
vote (or convertible into, or exchangeable for, securities           having the right to
vote) on any matters on which shareholders of the Company           may vote. The Company
Disclosure Schedule sets forth the outstanding           Capitalization of the Company.
Except as set forth above, there are no           outstanding securities, options,
warrants, calls, rights, commitments,           agreements, arrangements or undertakings
of any kind to which the Company is a           party or by which it is bound obligating
the Company to issue, deliver or sell,           or cause to be issued, delivered or
sold, additional shares of capital stock or           other equity or voting securities
of the Company or obligating the Company to           issue, grant, extend or enter into
any such security, option, warrant, call,           right, commitment, agreement,
arrangement or undertaking. There are no           outstanding contractual obligations,
commitments, understandings or arrangements           of the Company to repurchase,
redeem or otherwise acquire or make any payment in           respect of any shares of
capital stock of the Company. There are no agreements           or arrangements pursuant
to which the Company is or could be required to           register shares of Company
Common Stock or other securities under the Securities           Act of 1933, as amended
(the “Securities Act”) or other agreements or           arrangements with or
among any security holders of the Company with respect to           securities of the
Company.  




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        (d)              Authority;
Noncontravention. The Company has the requisite corporate and other           power and
authority to enter into this Agreement and to consummate the Merger.           The
execution and delivery of this Agreement by the Company and the consummation           by
the Company of the transactions contemplated hereby have been duly authorized
          by all necessary corporate action on the part of the Company. This Agreement
has           been duly executed and delivered by the Company and constitutes a valid and
          binding obligation of the Company, enforceable against the Company in
accordance           with its terms. The execution and delivery of this Agreement do not,
and the           consummation of the transactions contemplated by this Agreement and
compliance           with the provisions hereof will not, conflict with, or result in any
breach or           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           or “put” right with respect to any obligation or to
loss of a material           benefit under, or result in the creation of any lien upon
any of the properties           or assets of the Company under, (i) the Articles of
Incorporation or Bylaws of           the Company, (ii) any loan or credit agreement,
note, bond, mortgage, indenture,           lease or other agreement, instrument, permit,
concession, franchise or license           applicable to the Company, its properties or
assets, or (iii) subject to the           governmental filings and other matters referred
to in the following sentence,           any judgment, order, decree, statute, law,
ordinance, rule, regulation or           arbitration award applicable to the Company, its
properties or assets. No           consent, approval, order or authorization of, or
registration, declaration or           filing with, or notice to, any federal, state or
local government or any court,           administrative agency or commission or other
governmental authority, agency,           domestic or foreign (a “Governmental Entity”),
is required by or with           respect to the Company in connection with the execution
and delivery of this           Agreement by the Company or the consummation by the
Company of the transactions           contemplated hereby, except, with respect to this
Agreement, for the filing of           the Articles of Merger with the Secretary of State
of Nevada.  




        (e)              Financial
Statements. (i) The Parent has received a copy of the audited           consolidated
financial statements of the Company and Company Subs for the fiscal           year ended
December 31, 2007 and 2006 and unaudited financial statements for the
          nine-months ended September 30, 2008 and 2007 (collectively, the “Financial
          Statements”). The Financial Statements fairly present the financial
          condition of the Company at the dates indicated and its results of their
          operations and cash flows for the periods then ended and, except as indicated
          therein, reflect all claims against, debts and liabilities of the Company,
fixed           or contingent, and of whatever nature. (ii) Since September 30, 2008 (the
          “Balance Sheet Date”), there has been no material adverse change in
          the assets or liabilities, or in the business or condition, financial or
          otherwise, or in the results of operations or prospects, of the Company,
whether           as a result of any legislative or regulatory change, revocation of any
license           or rights to do business, fire, explosion, accident, casualty, labor
trouble,           flood, drought, riot, storm, condemnation, act of God, public force or
otherwise           and no material adverse change in the assets or liabilities, or in
the business           or condition, financial or otherwise, or in the results of
operation or           prospects, of the Company except in the ordinary course of
business. (iii) Since           the Balance Sheet Date, the Company has not suffered any
damage, destruction or           loss of physical property (whether or not covered by
insurance) affecting its           condition (financial or otherwise) or operations
(present or prospective), nor           has the Company issued, sold or otherwise
disposed of, or agreed to issue, sell           or otherwise dispose of, any capital
stock or any other security of the Company           and has not granted or agreed to
grant any option, warrant or other right to           subscribe for or to purchase any
capital stock or any other security of the           Company or has incurred or agreed to
incur any indebtedness for borrowed money.  




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        (f)              Absence
of Certain Changes or Events. Since the Balance Sheet Date, the Company           has
conducted its business only in the ordinary course consistent with past
          practice, and there is not and has not been: (i) any material adverse change
          with respect to the Company; (ii) any condition, event or occurrence which
          individually or in the aggregate could reasonably be expected to have a
material           adverse effect or give rise to a material adverse change with respect
to the           Company; (iii) any event which, if it had taken place following the
execution of           this Agreement, would not have been permitted by Section 4.01
without prior           consent of the Parent; or (iv) any condition, event or occurrence
which could           reasonably be expected to prevent, hinder or materially delay the
ability of the           Company to consummate the transactions contemplated by this
Agreement.  




        (g)              Litigation;
Labor Matters; Compliance with Laws.  




        (i)              There
is no suit, action or proceeding or investigation pending or, to the           knowledge
of the Company, threatened against or affecting the Company or any           basis for
any such suit, action, proceeding or investigation that, individually           or in the
aggregate, could reasonably be expected to have a material adverse           effect with
respect to the Company or prevent, hinder or materially delay the           ability of
the Company to consummate the transactions contemplated by this           Agreement, nor
is there any judgment, decree, injunction, rule or order of any           Governmental
Entity or arbitrator outstanding against the Company having, or           which, insofar
as reasonably could be foreseen by the Company, in the future           could have, any
such effect.  




        (ii)              The
Company is not a party to, or bound by, any collective bargaining agreement,
          contract or other agreement or understanding with a labor union or labor
          organization, nor is it the subject of any proceeding asserting that it has
          committed an unfair labor practice or seeking to compel it to bargain with any
          labor organization as to wages or conditions of employment nor is there any
          strike, work stoppage or other labor dispute involving it pending or, to its
          knowledge, threatened, any of which could have a material adverse effect with
          respect to the Company.  




        (iii)              The
conduct of the business of the Company complies with all statutes, laws,
          regulations, ordinances, rules, judgments, orders, decrees or arbitration
awards           applicable thereto.  




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        (h)              Benefit
Plans. The Company is not a party to any collective bargaining agreement           or any
bonus, pension, profit sharing, deferred compensation, incentive           compensation,
stock ownership, stock purchase, phantom stock, retirement,           vacation,
severance, disability, death benefit, hospitalization, medical or           other plan,
arrangement or understanding (whether or not legally binding) under           which the
Company currently has an obligation to provide benefits to any current           or
former employee, officer or director of the Company (collectively,           “Benefit
Plans”).  




        (i)              Certain
Employee Payments. The Company is not a party to any employment           agreement which
could result in the payment to any current, former or future           director or
employee of the Company of any money or other property or rights or           accelerate
or provide any other rights or benefits to any such employee or           director as a
result of the transactions contemplated by this Agreement, whether           or not (i)
such payment, acceleration or provision would constitute a           “parachute
payment” (within the meaning of Section 280G of the Code),           or (ii) some
other subsequent action or event would be required to cause such           payment,
acceleration or provision to be triggered.  




        (j)              Tax
Returns and Tax Payments. The Company has timely filed all Tax Returns           required
to be filed by it, has paid all Taxes shown thereon to be due and has           provided
adequate reserves in its financial statements for any Taxes that have           not been
paid, whether or not shown as being due on any returns. No material           claim for
unpaid Taxes has been made or become a lien against the property of           the Company
or is being asserted against the Company, no audit of any Tax Return           of the
Company is being conducted by a tax authority, and no extension of the           statute
of limitations on the assessment of any Taxes has been granted by the           Company
and is currently in effect. As used herein, “taxes” shall mean           all
taxes of any kind, including, without limitation, those on or measured by or
          referred to as income, gross receipts, sales, use, ad valorem, franchise,
          profits, license, withholding, payroll, employment, excise, severance, stamp,
          occupation, premium value added, property or windfall profits taxes, customs,
          duties or similar fees,, assessments or charges of any kind whatsoever,
together           with any interest and any penalties, additions to tax or additional
amounts           imposed by any governmental authority, domestic or foreign. As used
herein,           “Tax Return” shall mean any return, report or statement
required to be           filed with any governmental authority with respect to Taxes.  




        (k)              Environmental
Matters. The Company is in compliance with all applicable           Environmental Laws.
“Environmental Laws” means all applicable federal,           state and local
statutes, rules, regulations, ordinances, orders, decrees and           common law
relating in any manner to contamination, pollution or protection of           human
health or the environment, and similar state laws.  




        (l)              Material
Contract Defaults. The Company is not, or has not received any notice           or has
any knowledge that any other party is, in default in any respect under           any
Material Contract; and there has not occurred any event that with the lapse           of
time or the giving of notice or both would constitute such a material           default.
For purposes of this Agreement, a Material Contract means any contract,
          agreement or commitment that is effective as of the Closing Date to which the
          Company is a party (i) with expected receipts or expenditures in excess of
          $100,000, (ii) requiring the Company to indemnify any person, (iii) granting
          exclusive rights to any party, (iv) evidencing indebtedness for borrowed or
          loaned money in excess of $100,000 or more, including guarantees of such
          indebtedness, or (v) which, if breached by the Company in such a manner would
          (A) permit any other party to cancel or terminate the same (with or without
          notice of passage of time) or (B) provide a basis for any other party to claim
          money damages (either individually or in the aggregate with all other such
          claims under that contract) from the Company or (C) give rise to a right of
          acceleration of any material obligation or loss of any material benefit under
          any such contract, agreement or commitment.  




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        (m)              Properties.
The Company has good, clear and marketable title to all the tangible           properties
and tangible assets reflected in the latest balance sheet as being           owned by the
Company or acquired after the date thereof which are, individually           or in the
aggregate, material to the Company’s business (except properties           sold or
otherwise disposed of since the date thereof in the ordinary course of
          business), free and clear of all material liens.  




        (n)              Trademarks
and Related Contracts. To the knowledge of the Company:  




        
        (i)              As
used in this Agreement, the term “Trademarks” means trademarks,
          service marks, trade names, Internet domain names, designs, slogans, and
general           intangibles of like nature; the term “Trade Secrets” means
technology;           trade secrets and other confidential information, know-how,
proprietary           processes, formulae, algorithms, models, and methodologies; the
term           “Intellectual Property” means patents, copyrights, Trademarks,
          applications for any of the foregoing, and Trade Secrets; the term “Company
          License Agreements” means any license agreements granting any right to use
          or practice any rights under any Intellectual Property (except for such
          agreements for off-the-shelf products that are generally available or less than
          $25,000), and any written settlements relating to any Intellectual Property, to
          which the Company is a party or otherwise bound; and the term           “Software” means
any and all computer programs, including any and all           software implementations
of algorithms, models and methodologies, whether in           source code or object code.  




        
        (ii)              To
the knowledge of the Company, none of the Company’s Intellectual           Property
or Company License Agreements infringe upon the rights of any third           party that
may give rise to a cause of action or claim against the Company or           its
successors.  




        (o)              Board
Recommendation. The Board of Directors of the Company has unanimously
          determined that the terms of the Merger are fair to and in the best interests
of           the shareholders of the Company and recommended that the holders of the
shares           of Company Common Stock approve the Merger.  




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        (p)              Required
Company Vote. The affirmative vote of a majority of the shares of each           of the
Company Common Stock is the only vote of the holders of any class or           series of
the Company’s securities necessary to approve the Merger (the           “Company
Shareholder Approval”).  




3.02   Representations and
Warranties of Company Subs. Except as set forth in the Company Disclosure Schedule
delivered by the Company to the Parent at the time of execution of this Agreement, the
Company and the Shareholders, jointly and severally, each represents and warrants to the
Parent and the Merger Sub as follows: 



        (a)              Organization,
Standing and Corporate Power. Company Subs are duly organized,           validly existing
and in good standing under the laws of the People’s           Republic of China and
Hong Kong and has the requisite corporate power and           authority to carry on its
business as now being conducted. Company Subs are duly           qualified or licensed to
do business and are in good standing in each           jurisdiction in which the nature
of their business or the ownership or leasing           of their properties makes such
qualification or licensing necessary, other than           in such jurisdictions where
the failure to be so qualified or licensed           (individually or in the aggregate)
would not have a material adverse effect (as           defined in Section 10.02) with
respect to Company Subs.  




        (b)              Subsidiaries:
The Company Subs are 100% owned by the Company and shall remain           wholly owned
subsidiaries of the Company following the Sale.  




        (c)              Capital
Structure. Except as set forth in the Financial Statements, no shares of
          capital stock or other equity securities of Company Subs are issued, reserved
          for issuance or outstanding. All outstanding equity ownership interest in
          Company Subs are duly authorized, validly issued, fully paid and nonassessable
          and not subject to preemptive rights. There are no outstanding bonds,
          debentures, notes or other indebtedness or other securities of Company Subs
          having the right to vote (or convertible into, or exchangeable for, securities
          having the right to vote) on any matters on which shareholders of Company Subs
          may vote. The Company Disclosure Schedule sets forth the outstanding
          Capitalization of Company Subs. Except as set forth above, there are no
          outstanding securities, options, warrants, calls, rights, commitments,
          agreements, arrangements or undertakings of any kind to which Company Subs are
a           party or by which they are bound obligating Company Subs to issue, deliver or
          sell, or cause to be issued, delivered or sold, additional shares of capital
          stock or other equity or voting securities of Company Subs or obligating
Company           Subs to issue, grant, extend or enter into any such security, option,
warrant,           call, right, commitment, agreement, arrangement or undertaking. There
are no           outstanding contractual obligations, commitments, understandings or
arrangements           of Company Subs to repurchase, redeem or otherwise acquire or make
any payment           in respect of any shares of capital stock of Company Subs. There
are no           agreements or arrangements pursuant to which Company Subs are or could
be           required to register shares of Company Common Stock or other securities
under           the Securities Act of 1933, as amended (the “Securities Act”)
or other           agreements or arrangements with or among any security holders of
Company Subs           with respect to securities of Company Subs.  




11 













        (d)              Authority;
Noncontravention. Each of the Company Subs has the requisite           corporate and
other power and authority to enter into this Agreement and to make           the
representations contained herein. This Agreement has been duly executed and
          delivered by Company Subs and constitutes a valid and binding obligation of
          Company Subs, enforceable against Company Subs in accordance with its terms.
The           execution and delivery of this Agreement do not, and the consummation of
the           transactions contemplated by this Agreement and compliance with the
provisions           hereof will not, conflict with, or result in any breach or 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 or “put”          right
with respect to any obligation or to loss of a material benefit under, or
          result in the creation of any lien upon any of the properties or assets of
          Company Subs under, (i) the Articles of Incorporation or Bylaws of Company
Subs,           (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease
or           other agreement, instrument, permit, concession, franchise or license
applicable           to Company Subs, its properties or assets, or (iii) subject to the
governmental           filings and other matters referred to in the following sentence,
any judgment,           order, decree, statute, law, ordinance, rule, regulation or
arbitration award           applicable to Company Subs, their properties or assets. No
consent, approval,           order or authorization of, or registration, declaration or
filing with, or           notice to, any federal, state or local government or any court,
administrative           agency or commission or other governmental authority, agency,
domestic or           foreign (a “Governmental Entity”), is required by or with
respect to           Company Subs in connection with the execution and delivery of this
Agreement by           Company Subs or the consummation by Company Subs of the
transactions           contemplated hereby, except, as set forth in the Company
Disclosure Schedule.  




        (e)              Absence
of Certain Changes or Events. Since the Balance Sheet Date, other than           the
ownership interest transfer to the Company, if applicable, each of the           Company
Subs has conducted its business only in the ordinary course consistent           with
past practice, and there is not and has not been: (i) any material adverse
          change with respect to Company Subs; (ii) any condition, event or occurrence
          which individually or in the aggregate could reasonably be expected to have a
          material adverse effect or give rise to a material adverse change with respect
          to Company Subs; (iii) any event which, if it had taken place following the
          execution of this Agreement, would not have been permitted by Section 4.01
          without prior consent of the Parent; or (iv) any condition, event or occurrence
          which could reasonably be expected to prevent, hinder or materially delay the
          ability of Company Subs to consummate the transactions contemplated by this
          Agreement.  




        (f)              Litigation;
Labor Matters; Compliance with Laws.  




        
        (i)              There
is no suit, action or proceeding or investigation pending or, to the           knowledge
of Company Subs, threatened against or affecting Company Subs or any           basis for
any such suit, action, proceeding or investigation that, individually           or in the
aggregate, could reasonably be expected to have a material adverse           effect with
respect to Company Subs or prevent, hinder or materially delay the           ability of
Company Subs to consummate the transactions contemplated by this           Agreement, nor
is there any judgment, decree, injunction, rule or order of any           Governmental
Entity or arbitrator outstanding against Company Subs having, or           which, insofar
as reasonably could be foreseen by Company Subs, in the future           could have, any
such effect.  




12 













        
        (ii)              None
of the Company Subs is a party to, or bound by, any collective bargaining
          agreement, contract or other agreement or understanding with a labor union or
          labor organization, nor is any the subject of any proceeding asserting that it
          has committed an unfair labor practice or seeking to compel it to bargain with
          any labor organization as to wages or conditions of employment nor is there any
          strike, work stoppage or other labor dispute involving it pending or, to its
          knowledge, threatened, any of which could have a material adverse effect with
          respect to Company Subs.  




        
        (iii)              The
conduct of the business of Company Subs complies with all statutes, laws,
          regulations, ordinances, rules, judgments, orders, decrees or arbitration
awards           applicable thereto.  




        (g)              Benefit
Plans. None of the Company Subs is a party to any collective bargaining
          agreement or any bonus, pension, profit sharing, deferred compensation,
          incentive compensation, stock ownership, stock purchase, phantom stock,
          retirement, vacation, severance, disability, death benefit, hospitalization,
          medical or other plan, arrangement or understanding (whether or not legally
          binding) under which it currently has an obligation to provide benefits to any
          current or former employee, officer or director of Company Subs (collectively,
          “Benefit Plans”).  




        (h)              Certain
Employee Payments. None of the Company Subs is a party to any employment
          agreement which could result in the payment to any current, former or future
          director or employee of Company Subs of any money or other property or rights
or           accelerate or provide any other rights or benefits to any such employee or
          director as a result of the transactions contemplated by this Agreement,
whether           or not (i) such payment, acceleration or provision would constitute a
          “parachute payment” (within the meaning of Section 280G of the Code),
          or (ii) some other subsequent action or event would be required to cause such
          payment, acceleration or provision to be triggered.  




        (i)              Tax
Returns and Tax Payments. Each of the Company Subs has timely filed all Tax
          Returns required to be filed by it, has paid all Taxes shown thereon to be due
          and has provided adequate reserves in its financial statements for any Taxes
          that have not been paid, whether or not shown as being due on any returns. No
          material claim for unpaid Taxes has been made or become a lien against the
          property of Company Subs or is being asserted against Company Subs, no audit of
          any Tax Return of Company Subs is being conducted by a tax authority, and no
          extension of the statute of limitations on the assessment of any Taxes has been
          granted by Company Subs and is currently in effect. As used herein,
          “taxes” shall mean all taxes of any kind, including, without
          limitation, those on or measured by or referred to as income, gross receipts,
          sales, use, ad valorem, franchise, profits, license, withholding, payroll,
          employment, excise, severance, stamp, occupation, premium value added, property
          or windfall profits taxes, customs, duties or similar fees,, assessments or
          charges of any kind whatsoever, together with any interest and any penalties,
          additions to tax or additional amounts imposed by any governmental authority,
          domestic or foreign. As used herein, “Tax Return” shall mean any
          return, report or statement required to be filed with any governmental
authority           with respect to Taxes.  




13 













        (j)              Environmental
Matters. Each of the Company Subs is in material compliance with           all applicable
Environmental Laws. “Environmental Laws” means all           applicable
federal, state and local statutes, rules, regulations, ordinances,           orders,
decrees and common law relating in any manner to contamination,           pollution or
protection of human health or the environment, and similar state           laws.  




        (k)              Material
Contract Defaults. None of the Company Subs is, nor have they received           any
notice or has any knowledge that any other party is, in default in any           respect
under any Material Contract; and there has not occurred any event that           with the
lapse of time or the giving of notice or both would constitute such a           material
default. For purposes of this Agreement, a Material Contract means any
          contract, agreement or commitment that is effective as of the Closing Date to
          which Company Subs is a party (i) with expected receipts or expenditures in
          excess of $100,000, (ii) requiring Company Subs to indemnify any person, (iii)
          granting exclusive rights to any party, (iv) evidencing indebtedness for
          borrowed or loaned money in excess of $100,000 or more, including guarantees of
          such indebtedness, or (v) which, if breached by Company Subs in such a manner
          would (A) permit any other party to cancel or terminate the same (with or
          without notice of passage of time) or (B) provide a basis for any other party
to           claim money damages (either individually or in the aggregate with all other
such           claims under that contract) from Company Subs or (C) give rise to a right
of           acceleration of any material obligation or loss of any material benefit
under           any such contract, agreement or commitment.  




        (l)              Properties.
Each of the Company Subs has good, clear and marketable title to all           the
tangible properties and tangible assets reflected in the latest balance           sheet
as being owned by Company Subs or acquired after the date thereof which           are,
individually or in the aggregate, material to Company Subs’s business
          (except properties sold or otherwise disposed of since the date thereof in the
          ordinary course of business), free and clear of all material liens.  




        (m)              Trademarks
and Related Contracts. To the knowledge of Company Subs:  




        
        (i)              As
used in this Agreement, the term “Trademarks” means trademarks,
          service marks, trade names, Internet domain names, designs, slogans, and
general           intangibles of like nature; the term “Trade Secrets” means
technology;           trade secrets and other confidential information, know- how,
proprietary           processes, formulae, algorithms, models, and methodologies; the
term           “Intellectual Property” means patents, copyrights, Trademarks,
          applications for any of the foregoing, and Trade Secrets; the term “Company
          License Agreements” means any license agreements granting any right to use
          or practice any rights under any Intellectual Property (except for such
          agreements for off-the-shelf products that are generally available or less than
          $25,000), and any written settlements relating to any Intellectual Property, to
          which Company Subs is a party or otherwise bound; and the term           “Software” means
any and all computer programs, including any and all           software implementations
of algorithms, models and methodologies, whether in           source code or object code.  




14 













        
        (ii)              To
the knowledge of Company Subs, none of Company Subs’s Intellectual
          Property or Company License Agreements infringe materially upon the rights of
          any third party that may give rise to a cause of action or claim against
Company           Subs or their successors.  




3.03   Representations and
Warranties of the Parent and the Merger Sub. Except as set forth in the disclosure
schedule delivered by the Parent to the Company at the time of execution of this Agreement
(the “Parent Disclosure Schedule”), the Parent and the Merger Sub represent and
warrant to the Company as follows: 



        (a)              Organization,
Standing and Corporate Power. Each of the Parent, the Merger Sub           and the other
Parent Subsidiaries (as defined in Section 3.03(b)) is (or at           Closing will be)
duly organized, validly existing and in good standing under the           laws of the
State of Nevada, as is applicable, and has the requisite corporate           power and
authority to carry on its business as now being conducted. Each of the           Parent,
the Merger Sub and the other Parent Subsidiaries is duly qualified or           licensed
to do business and is in good standing in each jurisdiction in which           the nature
of its business or the ownership or leasing of its properties makes           such
qualification or licensing necessary, other than in such jurisdictions           where
the failure to be so qualified or licensed (individually or in the           aggregate)
would not have a material adverse effect with respect to the Parent.  




        (b)              Subsidiaries.
The Parent has one subsidiary: Merger Sub, which is a           Nevada corporation
incorporated in December 2008. All the outstanding shares of           capital stock of
each such entity which is a corporation have been validly           issued and are fully
paid and nonassessable and, except as set forth in the           Parent Disclosure
Schedule, are owned (of record and beneficially) by the           Parent, free and clear
of all Liens. Except for the capital stock of its           subsidiaries, which are
corporations, the Parent does not own, directly or           indirectly, any capital
stock or other ownership interest in any corporation,           partnership, business
association, joint venture or other entity.  




15 













        (c)              Capital
Structure. As of the date of this Agreement, the authorized capital           stock of
the Parent consists of 100,000,000 shares of Parent Common Stock,           $0.0001 par
value, and 10,000,000 shares of preferred stock at $0.0001 par           value, of which
approximately 49,632,222 shares of Parent Common Stock will be           issued and
outstanding as of the date of this Agreement and no shares of Parent           Common
Stock are issuable upon the exercise of outstanding warrants, convertible
          notes, and options and otherwise. As of the date hereof, there are
approximately           330 shareholders of the Parent Common Stock issued and
outstanding. Immediately           prior to the Closing, pursuant to Section 1.08 of the
Agreement, there shall be           an approximate 124.1:1 reverse split of shares of
Parent Common Stock issue and           outstanding. Except as set forth above, no shares
of capital stock or other           equity securities of the Parent are issued, reserved
for issuance or           outstanding. All outstanding shares of capital stock of the
Parent are, and all           shares which may be issued pursuant to this Agreement will
be, when issued, duly           authorized, validly issued, fully paid and nonassessable,
not subject to           preemptive rights, and issued in compliance with all applicable
state and           federal laws concerning the issuance of securities. There are no
outstanding           bonds, debentures, notes or other indebtedness or other securities
of the Parent           having the right to vote (or convertible into, or exchangeable
for, securities           having the right to vote) on any matters on which shareholders
of the Parent may           vote. Except as set forth above, there are no outstanding
securities, options,           warrants, calls, rights, commitments, agreements,
arrangements or undertakings           of any kind to which the Parent or any of its
subsidiaries is a party or by           which any of them is bound obligating the Parent
or any its subsidiaries to           issue, deliver or sell, or cause to be issued,
delivered or sold, additional           shares of capital stock or other equity
securities of the Parent or any of its           subsidiaries or obligating the Parent or
any of its subsidiaries to issue,           deliver or sell, or cause to be issued,
delivered or sold, additional shares of           capital stock or other equity
securities of the Parent or any of its           subsidiaries or obligating the Parent or
any of its subsidiaries to issue,           grant, extend or enter into any such
security, option, warrant, call, right,           commitment, agreement, arrangement or
undertaking. There are no outstanding           contractual obligations, commitments,
understandings or arrangements of the           Parent or any of its subsidiaries to
repurchase, redeem or otherwise acquire or           make any payment in respect of any
shares of capital stock of the Parent or any           of its subsidiaries.  




        (d)              Authority;
Noncontravention. The Parent and subsidiaries have all requisite           corporate
authority to enter into this Agreement and to consummate the           transactions
contemplated by this Agreement. The execution and delivery of this           Agreement by
the Parent and the Merger Sub and the consummation by the Parent           and the Merger
Sub of the transactions contemplated by this Agreement have been           (or at Closing
will have been) duly authorized by all necessary corporate action           on the part
of the Parent and the Merger Sub. This Agreement has been duly           executed and
delivered by and constitutes a valid and binding obligation of each           of the
Parent and the Merger Sub, enforceable against each such party in           accordance
with its terms. The execution and delivery of this agreement do not,           and the
consummation of the transactions contemplated by this Agreement and           compliance
with the provisions of this Agreement will not, conflict with, or           result in any
breach or 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 or “put” right with respect to any           obligation or to
loss of a material benefit under, or result in the creation of           any lien upon
any of the properties or assets of the Parent or any of its           subsidiaries under,
(i) the articles of incorporation or bylaws of the Parent or           the Merger Sub or
the comparable charter or organizational documents of any           other subsidiary of
the Parent, (ii) any loan or credit agreement, note, bond,           mortgage, indenture,
lease or other agreement, instrument, permit, concession,           franchise or license
applicable to the Parent, the Merger Sub or any other           subsidiary of the Parent
or their respective properties or assets, or (iii)           subject to the governmental
filings and other matters referred to in the           following sentence, any judgment,
order, decree, statute, law, ordinance, rule,           regulation or arbitration award
applicable to the Parent, the Merger Sub or any           other subsidiary of the Parent
or their respective properties or assets, other           than, in the case of clauses
(ii) and (iii), any such conflicts, breaches,           violations, defaults, rights,
losses or liens that individually or in the           aggregate could not have a material
adverse effect with respect to the Parent or           could not prevent, hinder or
materially delay the ability of the Parent to           consummate the transactions
contemplated by this Agreement. No consent,           approval, order or authorization
of, or registration, declaration or filing           with, or notice to, any Governmental
Entity is required by or with respect to           the Parent, the Merger Sub or any
other subsidiary of the Parent in connection           with the execution and delivery of
this Agreement by the Parent or the Merger           Sub or the consummation by the
Parent or the Merger Sub, as the case may be, of           any of the transactions
contemplated by this Agreement, except for the filing of           the Articles of Merger
with the Secretaries of State of Nevada, as required, and           such other consents,
approvals, orders, authorizations, registrations,           declarations, states.  




16 













        (e)              SEC
Documents; Undisclosed Liabilities. The Parent has filed all reports,
          schedules, forms, statements and other documents as required by the Securities
          and Exchange Commission (the “SEC”) and the Parent has delivered or
          made available to the Company all reports, schedules, forms, statements and
          other documents filed with the SEC (collectively, and in each case including
all           exhibits and schedules thereto and documents incorporated by reference
therein,           the “Parent SEC Documents”). As of their respective dates,
the Parent           SEC Documents complied in all material respects with the
requirements of the           Securities Act or the Securities Exchange Act of 1934, as
the case may be, and           the rules and regulations of the SEC promulgated
thereunder applicable to such           Parent SEC documents, and none of the Parent SEC
Documents (including any and           all consolidated financial statements included
therein) as of such date           contained any untrue statement of a material fact or
omitted to state a material           fact required to be stated therein or necessary in
order to make the statements           therein, in light of the circumstances under which
they were made, not           misleading. Except to the extent revised or superseded by a
subsequent filing           with the SEC (a copy of which has been provided to the
Company prior to the date           of this Agreement), none of the Parent SEC Documents,
to the knowledge of the           Parent’s management, contains any untrue statement
of a material fact or           omits to state any material fact or omitted to state a
material fact required to           be stated therein or necessary in order to make the
statements therein, in light           of the circumstances under which they were made,
not misleading. The           consolidated financial statements of the Parent included in
such Parent SEC           Documents comply as to form in all material respects with
applicable accounting           requirements and the published rules and regulations of
the SEC with respect           thereto, have been prepared in accordance with generally
accepted accounting           principles (except, in the case of unaudited consolidated
quarterly statements,           as permitted by Form 10-Q of the SEC) applied on a
consistent basis during the           periods involved (except as may be indicated in the
notes thereto) and fairly           present the consolidated financial position of the
Parent and its consolidated           subsidiaries as of the dates thereof and the
consolidated results of operations           and changes in cash flows for the periods
then ended (subject, in the case of           unaudited quarterly statements, to normal
year-end audit adjustments as           determined by Parent’s independent
accountants). Except as set forth in the           Parent SEC Documents, at the date of
the most recent audited financial           statements of the Parent included in the
Parent SEC Documents, neither the           Parent nor any of its subsidiaries had, and
since such date neither the Parent           nor any of such subsidiaries has incurred,
any liabilities or obligations of any           nature (whether accrued, absolute,
contingent or otherwise) which, individually           or in the aggregate, could
reasonably be expected to have a material adverse           effect with respect to the
Parent.  




17 













        (f)              Absence
of Certain Changes or Events. Except as disclosed in the Parent SEC           Documents,
since the date of the most recent financial statements included in           the Parent
SEC Documents, the Parent has conducted its business only in the           ordinary
course consistent with past practice in light of its current business
          circumstances, and there is not and has not been: (i) any material adverse
          change with respect to the Parent; (ii) any condition, event or occurrence
          which, individually or in the aggregate, could reasonably be expected to have a
          material adverse effect or give rise to a material adverse change with respect
          to the Parent; (iii) any event which, if it had taken place following the
          execution of this Agreement, would not have been permitted by Section 4.02
          without the prior consent of the Company; or (iv) any condition, event or
          occurrence which could reasonably be expected to prevent, hinder or materially
          delay the ability of the Parent to consummate the transactions contemplated by
          this Agreement.  




        (g)              Interim
Operations of the Merger Sub. The Merger Sub was formed solely for the           purpose
of engaging in the transactions contemplated hereby, has (or will have)           engaged
in no other business activities and has (or will have) conducted its           operations
only as contemplated hereby.  




        (h)              Litigation;
Labor Matters; Compliance with Laws.  




        
        (i)              There
is no suit, action or proceeding or investigation pending or, to the           knowledge
of the Parent, threatened against or affecting the Parent or any basis           for any
such suit, action, proceeding or investigation that, individually or in           the
aggregate, could reasonably be expected to have a material adverse effect           with
respect to the Parent or prevent, hinder or materially delay the ability of           the
Parent to consummate the transactions contemplated by this Agreement, nor is
          there any judgment, decree, injunction, rule or order of any Governmental
Entity           or arbitrator outstanding against the Parent having, or which, insofar
as           reasonably could be foreseen by the Parent, in the future could have, any
such           effect.  




        
        (ii)              The
Parent is not a party to, or bound by, any collective bargaining agreement,
          contract or other agreement or understanding with a labor union or labor
          organization, nor is it the subject of any proceeding asserting that it has
          committed an unfair labor practice or seeking to compel it to bargain with any
          labor organization as to wages or conditions of employment nor is there any
          strike, work stoppage or other labor dispute involving it pending or, to its
          knowledge, threatened, any of which could have a material adverse effect with
          respect to the Parent.  




        
        (iii)              The
conduct of the business of the Parent complies with all statutes, laws,
          regulations, ordinances, rules, judgments, orders, decrees or arbitration
awards           applicable thereto.  




18 













        (i)              Benefit
Plans. The Parent is not a party to any Benefit Plan under which the           Parent
currently has an obligation to provide benefits to any current or former
          employee, officer or director of the Parent.  




        (j)              Certain
Employee Payments. The Parent is not a party to any employment agreement           which
could result in the payment to any current, former or future director or
          employee of the Parent of any money or other property or rights or accelerate
or           provide any other rights or benefits to any such employee or director as a
          result of the transactions contemplated by this Agreement, whether or not (i)
          such payment, acceleration or provision would constitute a “parachute
          payment” (within the meaning of Section 280G of the Code), or (ii) some
          other subsequent action or event would be required to cause such payment,
          acceleration or provision to be triggered.  




        (k)              Tax
Returns and Tax Payments. The Parent has timely filed all Tax Returns           required
to be filed by it, has paid all Taxes shown thereon to be due and has           provided
adequate reserves in its financial statements for any Taxes that have           not been
paid, whether or not shown as being due on any returns. No material           claim for
unpaid Taxes has been made or become a lien against the property of           the Parent
or is being asserted against the Parent, no audit of any Tax Return           of the
Parent is being conducted by a tax authority, and no extension of the           statute
of limitations on the assessment of any Taxes has been granted by the           Parent
and is currently in effect.  




        (l)              Environmental
Matters. The Parent is in material compliance with all applicable           Environmental
Laws.  




        (m)              Material
Contract Defaults. The Parent is not, or has not, received any notice           or has
any knowledge that any other party is, in default in any respect under           any
Material Contract; and there has not occurred any event that with the lapse           of
time or the giving of notice or both would constitute such a material           default.
For purposes of this Agreement, a Material Contract means any contract,
          agreement or commitment that is effective as of the Closing Date to which the
          Parent is a party (i) with expected receipts or expenditures in excess of
          $10,000, (ii) requiring the Parent to indemnify any person, (iii) granting
          exclusive rights to any party, (iv) evidencing indebtedness for borrowed or
          loaned money in excess of $10,000 or more, including guarantees of such
          indebtedness, or (v) which, if breached by the Parent in such a manner would
(A)           permit any other party to cancel or terminate the same (with or without
notice           of passage of time) or (B) provide a basis for any other party to claim
money           damages (either individually or in the aggregate with all other such
claims           under that contract) from the Parent or (C) give rise to a right of
acceleration           of any material obligation or loss of any material benefit under
any such           contract, agreement or commitment.  




        (n)              Properties.
The Parent has good, clear and marketable title to all the tangible           properties
and tangible assets reflected in the latest balance sheet as being           owned by the
Parent or acquired after the date thereof which are, individually           or in the
aggregate, material to the Parent’s business (except properties           sold or
otherwise disposed of since the date thereof in the ordinary course of
          business), free and clear of all material liens.  




19 














        (o)              Trademarks
and Related Contracts. The Parent does not hold any Trademarks, Trade           Secrets,
or Intellectual Property, and is not party to any license agreements           regarding
such.  




        (p)              Board
Recommendation. The Board of Directors of the Parent has unanimously           determined
that the terms of the Merger are fair to and in the best interests of           the
shareholders of the Parent.  




        (q)              Spin-Off.
Immediately after and in conjunction with the consummation of the           Merger, the
Parent will spin off all of assets and liabilities of the           Parent’s
existing operation to Sotech, Inc., a Georgia corporation           (“Sotech”),
in a distribution (the “Spin-Off”) so that the           only material assets
of the Parent following the Spin-Off will be the ownership           of the Merger Sub.
Sotech shall assume all existing and future liabilities           arising from or
associated with or related to the existing operation of the           Parent so that the
Parent and the newly merged entity shall not be liable for           any such
liabilities.  




        (r)              Liabilities.
The Parent and the Merger Sub guarantee that the Company and the           Sellers are
free from any and all claims, liabilities or obligations of any           nature
(absolute, accrued, contingent or otherwise) from the operations of the           Parent
and any of its subsidiaries on and prior to the date hereof. The           foregoing
representation and warranty of the Parent and the Merger Sub under           this Section
3.03(r) shall survive and remain in full force and effect for the           two years
following the Effective Time of the Merger.  




        (s)              (s)
_____. The Parent and the Merger Sub guarantee that prior to the           consummation
of the Merger all outstanding Parent Common Stock purchase rights,           options, and
warrants shall be cancelled (the “Cancellation”). The           Parent will
file a Form 8-K with the SEC regarding such Cancellation.  




ARTICLE IV: 
 COVENANTS
RELATING TO 
CONDUCT OF BUSINESS PRIOR TO MERGER  



4.01   Conduct of the Company and the
Parent. From the date of this Agreement and until the Effective Time of the Merger, or
until the prior termination of this Agreement, the Company and the Parent, shall not,
unless mutually agreed to in writing: 



        (a)              engage
in any transaction, except in the normal and ordinary course of business,           or
create or suffer to exist any Lien or other encumbrance upon any of their
          respective assets or which will not be discharged in full prior to the
Effective           Time of the Merger;  




20 













        (b)              sell,
assign or otherwise transfer any of their assets, or cancel or compromise           any
debts or claims relating to their assets, other than for fair value, in the
          ordinary course of business, and consistent with past practice;  




        (c)              fail
to use reasonable efforts to preserve intact their present business
          organizations, keep available the services of their employees and preserve its
          material relationships with customers, suppliers, licensors, licensees,
          distributors and others, to the end that its good will and ongoing business not
          be impaired prior to the Effective Time of the Merger;  




        (d)              except
for matters related to complaints by former employees related to wages,           suffer
or permit any material adverse change to occur with respect to the           Company and
the Parent or their business or assets; or  




        (e)              Make
any material change with respect to their business in accounting or           bookkeeping
methods, principles or practices, except as required by GAAP.  




ARTICLE V: 
ADDITIONAL
AGREEMENTS  



5.01   Access to Information;
Confidentiality.  



        (a)              The
Company shall, and shall cause its officers, employees, counsel, financial
          advisors and other representatives to, afford to the Parent and its
          representatives reasonable access during normal business hours during the
period           prior to the Effective Time of the Merger to its and to Company Subs’          properties,
books, contracts, commitments, personnel and records and, during           such period,
the Company shall, and shall cause its and Company Subs’          officers,
employees and representatives to, furnish promptly to the Parent all
          information concerning their respective business, properties, financial
          condition, operations and personnel as such other party may from time to time
          reasonably request. For the purposes of determining the accuracy of the
          representations and warranties of the Parent and the Merger Sub set forth
herein           and compliance by the Parent and the Merger Sub of their respective
obligations           hereunder, during the period prior to the Effective Time of the
Merger, the           Parent shall provide the Company and its representatives with
reasonable access           during normal business hours to its and Merger Sub’s
properties, books,           contracts, commitments, personnel and records as may be
necessary to enable the           Company to confirm the accuracy of the representations
and warranties of the           Parent and the Merger Sub set forth herein and compliance
by the Parent and the           Merger Sub of their obligations hereunder, and, during
such period, the Parent           shall, and shall cause its subsidiaries, officers,
employees and representatives           to, furnish promptly to the Company upon its
request (i) a copy of each report,           schedule, registration statement and other
document filed by it during such           period pursuant to the requirements of federal
or state securities laws and (ii)           all other information concerning its
business, properties, financial condition,           operations and personnel as such
other party may from time to time reasonably           request. Except as required by
law, each of the Company, the Merger Sub, and the           Parent will hold, and will
cause its respective directors, officers, employees,           accountants, counsel,
financial advisors and other representatives and           affiliates to hold, any
nonpublic information in confidence.  




21 













        (b)              No
investigation pursuant to this Section 5.01 shall affect any representations           or
warranties of the parties herein or the conditions to the obligations of the
          parties hereto.  




5.02   Best Efforts. Upon the
terms and subject to the conditions set forth in this Agreement, each of the parties
agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, and to assist and cooperate with the other parties in doing, all things
necessary, proper or advisable to consummate and make effective, in the most expeditious
manner practicable, the Merger and the other transactions contemplated by this Agreement.
The Parent, the Merger Sub and the Company will use their best efforts and cooperate with
one another (i) in promptly determining whether any filings are required to be made or
consents, approvals, waivers, permits or authorizations are required to be obtained (or,
which if not obtained, would result in an event of default, termination or acceleration of
any agreement or any put right under any agreement) under any applicable law or regulation
or from any governmental authorities or third parties, including parties to loan
agreements or other debt instruments and including such consents, approvals, waivers,
permits or authorizations as may be required to transfer the assets and related
liabilities of the Company to the Merger Sub in promptly making any such filings, in
furnishing information required in connection therewith and in timely seeking to obtain
any such consents, approvals, permits or authorizations and (ii) in facilitating each
other’s due diligence investigations. The Parent and the Company shall mutually
cooperate in order to facilitate the achievement of the benefits reasonably anticipated
from the Merger. 



5.03   Public Announcements. The
Parent and the Merger Sub, on the one hand, and the Company, on the other hand, will
consult with each other before issuing, and provide each other the opportunity to review
and comment upon, any press release or other public statements with respect to the
transactions contemplated by this Agreement and shall not issue any such press release or
make any such public statement prior to such consultation, except as may be required by
applicable law or court process. The parties agree that the initial press release or
releases to be issued with respect to the transactions contemplated by this Agreement
shall be mutually agreed upon prior to the issuance thereof. Notwithstanding the
foregoing, Company may disclose the contemplated Merger in letters to the Company’s
optionees for purposes of fulfilling the Company’s obligations under the Company
Option Plan to the said optionees. 



5.04   Expenses. All costs and
expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses. 



22 













5.05   Directorships. Upon the
Effective Time of the Merger, all officers of the Parent shall have resigned and the
Parent shall have taken all action to cause HAN Jie, MA Qingwei, MA Junjie to be elected
to its Board of Directors and its officers to consist of the following: Mr. HAN Jie as the
Chairman of the Board, the CEO and acting CFO. 



5.06   No Solicitation. Except
as previously agreed to in writing by the other party, neither the Company or the Parent
shall authorize or permit any of its officers, directors, agents, representatives, or
advisors to (a) solicit, initiate or encourage or take any action to facilitate the
submission of inquiries, proposals or offers from any person relating to any matter
concerning any merger, consolidation, business combination, recapitalization or similar
transaction involving the Company or the Parent, respectively, other than the transaction
contemplated by this Agreement or any other transaction the consummation of which would or
could reasonably be expected to impede, interfere with, prevent or delay the Merger or
which would or could be expected to dilute the benefits to the Company of the transactions
contemplated hereby. The Company or the Parent will immediately cease and cause to be
terminated any existing activities, discussions and negotiations with any parties
conducted heretofore with respect to any of the foregoing. 



ARTICLE VI: 
CONDITIONS
PRECEDENT  



6.01   Conditions to Each
Party’s Obligation to Effect the Merger. The respective obligation of each party
to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing
Date of the following conditions: 



        (a)              Opinions
of Counsel. Execution and delivery of the following: to the Company, an           opinion
of counsel from the Parent’s legal counsel that the terms,           conditions and
structure of this Merger satisfy Nevada law.  




        (b)              No
Injunctions or Restraints. No temporary restraining order, preliminary or
          permanent injunction or other order issued by any court of competent
          jurisdiction or other legal restraint or prohibition preventing the
consummation           of the Merger shall be in effect.  




        (c)              No
Dissent. Holders of no more than five percent (5%) of the Merger Sub’s
          Common Stock shall have dissented to the Merger.  




        (d)              Auditor
Letter. Auditor’s bring down letter confirming the cancellation of           all
liabilities of the Parent and its subsidiaries.  




        (e)              Deliverables
of Parent. Parent shall deliver to the Sellers the following:  




23 













        
        (i)              the
minute books of the Parent and any of its subsidiaries, including its           corporate
seals, unissued stock certificates, stock registers, Certificate of
          Incorporation, bylaws and corporate minutes;  




        
        (ii)              information
on any bank accounts of the Parent and any of its subsidiaries and           confirmation
of the cancellation of such bank accounts;  




        
        (iii)                 copies
of any material contracts of the Parent and any of its subsidiaries; and  




        
        (iv)                 a
certificate respecting the good standing of the Parent from the Secretary of
          State of Nevada.  




6.02   Conditions to Obligations of
the Parent and the Merger Sub. The obligations of the Parent and the Merger Sub to
effect the Merger are further subject to the following conditions: 



        (a)              Representations
and Warranties. The representations and warranties of the           Company and Company
Subs set forth in this Agreement shall be true and correct           in all material
respects, in each case as of the date of this Agreement and as           of the Closing
Date as though made on and as of the Closing Date. The Parent           shall have
received a certificate signed on behalf of the Company by the           president of the
Company to such effect.  




        (b)              Performance
of Obligations of the Company. The Company and Company Subs shall           have
performed the obligations required to be performed by them under this           Agreement
at or prior to the Closing Date (except for such failures to perform           as have
not had or could not reasonably be expected, either individually or in           the
aggregate, to have a material adverse effect with respect to the Company or
          adversely affect the ability of the Company to consummate the transactions
          herein contemplated or perform its obligations hereunder), and the Parent shall
          have received a certificate signed on behalf of the Company by the president of
          the Company to such effect.  




        (c)              Consents,
etc. The Parent shall have received evidence, in form and substance           reasonably
satisfactory to it, that such licenses, permits, consents, approvals,
          authorizations, qualifications and orders of governmental authorities and other
          third parties as necessary in connection with the transactions contemplated
          hereby have been obtained.  




24 













        (d)              No
Litigation. There shall not be pending or threatened by any Governmental           Entity
any suit, action or proceeding (or by any other person any suit, action           or
proceeding which has a reasonable likelihood of success), (i) challenging or
          seeking to restrain or prohibit the consummation of the Merger or any of the
          other transactions contemplated by this Agreement or seeking to obtain from the
          Parent or any of its subsidiaries any damages that are material in relation to
          the Parent and its subsidiaries taken as a whole, (ii) seeking to prohibit or
          limit the ownership or operation by the Company, the Parent or any of its
          subsidiaries of any material portion of the business or assets of the Company,
          the Parent or any of its subsidiaries, or to dispose of or hold separate any
          material portion of the business or assets of the Company, the Parent or any of
          its subsidiaries, as a result of the Merger or any of the other transactions
          contemplated by this Agreement, (iii) seeking to impose limitations on the
          ability of the Parent or Merger Sub to acquire or hold, or exercise full rights
          of ownership of, any shares of Company Common Stock or Common Stock of the
          Surviving Corporation, including, without limitation, the right to vote the
          Company Common Stock or Common Stock of the Surviving Corporation on all
matters           properly presented to the shareholders of the Company or the Surviving
          Corporation, respectively, or (iv) seeking to prohibit the Parent or any of its
          subsidiaries from effectively controlling in any material respect the business
          or operations of the Company.  




        (e)              Due
Diligence Investigation. The Parent shall be satisfied with the results of           its
due diligence investigation of the Company and Company Subs in its sole and
          absolute discretion.  




        (f)              The
Company shall file a Form 8-K with the SEC within four business days of the
          Closing Date of the Merger containing information about the Merger and Pro
Forma           financial statements of the Parent and the Company and audited financial
          statements of the Company as required by Regulation S-K. Such Form 8-K shall be
          in form and substance acceptable to Parent and its counsel prior to Closing.  




6.03   Conditions to Obligation of
the Company. The obligation of the Company to effect the Merger is further subject to
the following conditions: 



        (a)              Representations
and Warranties. The representations and warranties of the Parent           and the Merger
Sub set forth in this Agreement shall be true and correct in all           material
respects, in each case as of the date of this Agreement and as of the           Closing
Date as though made on and as of the Closing Date. The Company shall           have
received a certificate signed on behalf of the Parent by the president of           the
Parent to such effect.  




        (b)              Performance
of Obligations of the Parent and the Merger Sub. The Parent and the           Merger Sub
shall have performed the obligations required to be performed by them           under
this Agreement at or prior to the Closing Date (except for such failures           to
perform as have not had or could not reasonably be expected, either
          individually or in the aggregate, to have a material adverse effect with
respect           to the Parent or adversely affect the ability of the Parent to
consummate the           transactions herein contemplated or perform its obligations
hereunder), and the           Company shall have received a certificate signed on behalf
of the Parent by the           president of the Parent to such effect.  




25 













        (c)              No
Litigation. There shall not be pending or threatened any suit, action or
          proceeding before any court, Governmental Entity or authority (i) pertaining to
          the transactions contemplated by this Agreement or (ii) seeking to prohibit or
          limit the ownership or operation by the Company, the Parent or any of its
          subsidiaries, or to dispose of or hold separate any material portion of the
          business or assets of the Company, the Parent or of its any subsidiaries.  




        (d)              Consents,
etc. The Company shall have received evidence, in form and substance           reasonably
satisfactory to it, that such licenses, permits, consents, approvals,
          authorizations, qualifications and orders of governmental authorities and other
          third parties as necessary in connection with the transactions contemplated
          hereby have been obtained.  




        (e)              Filing
of Merger Agreement. The Parent shall have filed or will promptly file           after
the Closing Date in the office of the Secretary of State or other office           of
each jurisdiction in which such filings are required for the Merger to become
          effective.  




        (f)              Resignations.
The Parent shall deliver to the Company written resignations of           all of the
officers of the Parent and evidence of election of those new           directors and
officers as further escribed in Section 5.06 herein.  




        (g)              8-K.
The Post Merger Company shall file a Form 8-K with the SEC within four days           of
the closing of the Merger containing audited financial statements of the
          Company as required by Regulation S-K.  




ARTICLE VII:

TERMINATION, AMENDMENT AND WAIVER  



7.01   Termination. This Agreement
may be terminated and abandoned at any time prior to the Effective Time of
the Merger:  



        (a)              by
mutual written consent of the Parent and the Company;  




        (b)              by
either the Parent or the Company if any Governmental Entity shall have issued
          an order, decree or ruling or taken any other action permanently enjoining,
          restraining or otherwise prohibiting the Merger and such order, decree, ruling
          or other action shall have become final and nonappealable;  




        (c)              by
either the Parent or the Company if the Merger shall not have been           consummated
on or before December 31, 2008 (other than as a result of the           failure of the
party seeking to terminate this Agreement to perform its           obligations under this
Agreement required to be performed at or prior to the           Effective Time of the
Merger);  




26 













        (d)              by
the Parent, if a material adverse change shall have occurred relative to the
          Company;  




        (e)              by
the Parent, if the Company willfully fails to perform in any material respect
          any of its material obligations under this Agreement; or  




        (f)              by
the Company, if the Parent or the Merger Sub willfully fails to perform in           any
material respect any of their respective obligations under this Agreement.  




7.02   Effect of Termination. In
the event of termination of this Agreement by either the Company or the Parent as provided
in Section 7.01, this Agreement shall forthwith become void and have no effect, without
any liability or obligation on the part of the Parent, the Merger Sub or the Company,
other than the provisions of the last sentence of Section 5.01(a) and this Section 7.02.
Nothing contained in this Section shall relieve any party for any breach of the
representations, warranties, covenants or agreements set forth in this Agreement. 



7.03   Amendment. This Agreement
may not be amended except by an instrument in writing signed on behalf of each of the
parties. 



7.04   Extension; Waiver.
Subject to Section 7.0 1(c), at any time prior to the Effective Time of the Merger, the
parties may (a) extend the time for the performance of any of the obligations or other
acts of the other parties, (b) waive any inaccuracies in the representations and
warranties contained in this Agreement or in any document delivered pursuant to this
Agreement, or (c) waive compliance with any of the agreements or conditions contained in
this Agreement. Any agreement on the part of a party to any such extension or waiver shall
be valid only if set forth in an instrument in writing signed on behalf of such party. The
failure of any party to this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights. 



7.05   Procedure for Termination,
Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section
7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of
this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the
case of the Parent, the Merger Sub or the Company, action by its Board of Directors. 



7.06   Return of Documents. In
the event of termination of this Agreement for any reason, the Parent and the Company will
return to the other party all of the other party’s documents, work papers, and other
materials (including copies) relating to the transactions contemplated in this Agreement,
whether obtained before or after execution of this Agreement. The Parent and Company will
not use any information so obtained from the other party for any purpose and will take all
reasonable steps to have such other party’s information kept confidential. 



27 













ARTICLE VIII:

INDEMNIFICATION AND RELATED MATTERS  



8.01   Survival of Representations
and Warranties. The representations and warranties in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Effective Time of the
Merger until the Settlement Date. 



8.02   Indemnification.  



        (a)              Irrespective
of any due diligence investigation conducted by the Company with           regard to the
transactions contemplated hereby, the Parent shall indemnify and           hold the
Company and each of its officers and directors (the “Company
          Representatives”) harmless from and against any and all liabilities,
          obligations, damages, losses, deficiencies, costs, penalties, interest and
          expenses (collectively, “Losses”) arising out of, based upon,
          attributable to or resulting from any and all Losses incurred or suffered by
the           Company or any of the Company Representatives resulting from or arising out
of           any breach of a representation, warranty or covenant made by the Parent as
set           forth herein.  




        (b)              The
Company shall indemnify and hold the Parent and each of its officers and
          directors (the “Parent Representatives”) harmless from and against
any           and all liabilities, obligations, damages, losses, deficiencies, costs,
          penalties, interest and expenses (collectively, “Losses”) arising out
          of, based upon, attributable to or resulting from any and all Losses incurred
or           suffered by the Parent or any of the Parent Representatives resulting from
or           arising out of any breach of a representation, warranty or covenant made by
          Company as set forth herein.  




28 













8.03   Notice of
Indemnification. In the event any proceeding shall be threatened or instituted or any
claim or demand shall be asserted in respect of which payment may be sought by the Parent
or any Parent Representative or by the Company or any Company Representative, against the
other, as the case may be (each an “Indemnitee”), under the provisions of this
Article VIII (an “Indemnity Claim”), the Indemnitee shall promptly cause written
notice of the assertion of any such Claim of which it has knowledge which is covered by
this indemnity to be forwarded to the Parent Representative, who shall be Paul Kelly, or
the Company. Any notice of an Indemnity Claim by reason of any of the representations,
warranties or covenants contained in this Agreement shall state specifically the
representation, warranty or covenant with respect to which the Indemnity Claim is made,
the facts giving rise to an alleged basis for the Claim, and the amount of the liability
asserted against the Indemnitor by reason of the Indemnity Claim. Within ten (10) days of
the receipt of such written notice, the Parent Representative or the Company, as the case
may be, shall notify the Indemnitee in writing of its intent to contest the
indemnification obligation (a “Contest”) or to accept liability hereunder. If
the Parent Representative or the Company, as the case may be, does not respond within ten
(10) days of the request of such written notice to such written notice, the Parent
Representative or the Company, as the case may be, will be deemed to accept liability as
it relates to the Merger Consideration. In such event, the Indemnitee will deliver a
Notice to the Parent that there is a determination of liability to this Section 8.03 and
the Parent shall be instructed to adjust the Merger Consideration. In the event of a
Contest, within ten (10) days of the receipt of the written notice thereof, the parties
will select arbitrators and submit the dispute to binding arbitration before the American
Arbitration Association at a venue to be located in New York City. The arbitrators shall
be selected by the mutual agreement of the parties. If the parties can not agree on the
arbitrator, each may select one arbitrator and the two designated arbitrators shall select
the third arbitrator. If the third arbitrator can not be agreed upon, the American
Arbitration Association in New York shall select the third arbitrator. A decision by the
individual arbitrator or a majority decision by the three arbitrators shall be final and
binding upon the parties. Such arbitration shall follow the rules of the American
Arbitration Association and must be resolved by the arbitrators within thirty (30) days
after the matter is submitted to arbitration. If the arbitration is ruled favorably for
Parent so that there is a determination of a Loss, the Indemnitee will deliver a Notice to
the Parent that there is a determination of liability pursuant to this Section 8.03 and
the Parent shall adjust the Merger Consideration Deposit accordingly. 



ARTICLE IX:

Intentionally left blank and reserved.  



29 













ARTICLE X:
 GENERAL
PROVISIONS  



10.01   Notices. All notices,
requests, claims, demands and other communications under this Agreement shall be in
writing and shall be deemed given if delivered personally or sent by facsimile, electronic
mail, or overnight courier (providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified by like notice): 




	(a) 	if
to the Parent or Parent Representative, to: 






	 	
NB Telecom, Inc. 
106 May Drive 
Saxonburg, Pennsylvania 16056 
Attn: Paul Kelly

(724) 352-7606 







	 	
Attention: 






	 	
Jones, Haley & Mottern, P.C. 
115 Perimeter Center Place, Suite 170 
Atlanta,
Georgia 30346 
Attn: Richard W. Jones 
(770) 804-0500 






	(b) 	if
to the Company, to: 






	 	
Favor Sea Limited 
P.O. Box 957 
Offshore Incorporations Centre 
Road Town,
Tortola, British Virgin Islands 






	 	
Attention: 






	 	
Allbright Law Offices 
Citigroup Tower 
4/F No. 33 
Hua Yuan Shi Qiao Road 
Pudong
New Area Shanghai, 200120 
Attn: Steve Zhu, Esq. 
(021)-61059116 






	 	
Attention: 






	 	
Troutman Sanders LLP 
The Chrysler Building 
405 Lexington Avenue 
New York, New
York 10174 
Attention: Howard H. Jiang, Esq. 
(212) 704-6063 








30 













10.02   Definitions. For purposes
of this Agreement:  



        (a)              an
“affiliate” of any person means another person that directly or
          indirectly, through one or more intermediaries, controls, is controlled by, or
          is under common control with, such first person;  




        (b)              “material
adverse change” or “material adverse effect”          means, when used in
connection with the Company or the Parent, any change or           effect that either
individually or in the aggregate with all other such changes           or effects is
materially adverse to the business, assets, properties, condition           (financial or
otherwise) or results of operations of such party and its           subsidiaries taken as
a whole (after giving effect in the case of the Parent to           the consummation of
the Merger);  




        (c)              “person” means
an individual, corporation, partnership, joint venture,           association, trust,
unincorporated organization or other entity; and  




        (d)              a
“subsidiary” of any person means another person, an amount of the
          voting securities, other voting ownership or voting partnership interests of
          which is sufficient to elect at least a majority of its board of Directors or
          other governing body (or, if there are no such voting interests, fifty percent
          (50%) or more of the equity interests of which) is owned directly or indirectly
          by such first person.  




10.03   Interpretation. When a
reference is made in this Agreement to a Section, Exhibit or Schedule, such reference
shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise
indicated. The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement. Whenever the
words “include”, “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without
limitation”. 



10.04   Entire Agreement; No
Third-Party Beneficiaries. This Agreement and the other agreements referred to herein
constitute the entire agreement, and supersede all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter of this
Agreement. This Agreement is not intended to confer upon any person other than the parties
any rights or remedies. 



10.05   Governing 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. 



10.06   Assignment. Neither this
Agreement nor any of the rights, interests or obligations under this Agreement shall be
assigned, in whole or in part, by operation of law or otherwise by any of the parties
without the prior written consent of the other parties. Subject to the preceding sentence,
this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the
parties and their respective successors and assigns. 



10.07   Enforcement. The parties
agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms
and provisions of this Agreement in any court of the United States located in the State of
Nevada, this being in addition to any other remedy to which they are entitled at law or in
equity. In addition, each of the parties hereto (a) agrees that it will not attempt to
deny or defeat such personal jurisdiction or venue by motion or other request for leave
from any such court, and (b) agrees that it will not bring any action relating to this
Agreement or any of the transactions contemplated by this Agreement in any state court
other than such court. 



31 













10.08   Severability. Whenever
possible, each provision or portion of any provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law but if any provision or
portion of any provision of this Agreement is held to be invalid, illegal or unenforceable
in any respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or portion of any
provision in such jurisdiction, and this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or
portion of any provision had never been contained herein. 



10.09   Counterparts. This
Agreement may be executed in one or more identical counterparts, all of which shall be
considered one and the same instrument and shall become effective when one or more such
counterparts shall have been executed by each of the parties and delivered to the other
parties. 






[Signature Page
Follows] 












32 












        IN
WITNESS WHEREOF, the undersigned have caused their duly authorized officers to execute
this Agreement as of the date first above written. 




PARENT:  



	 	
NB
TELECOM, INC. 






	 	         By:  	/s/ Paul Kelly 

Name: Paul Kelly 
Title: President  







MERGER SUB:  



	 	
CHINA
XD PLASTICS COMPANY LIMITED 






	 	         By:  	/s/ Paul Kelly

Name: Paul Kelly 
Title: President  







SELLERS:  



	 	
PIAO
Qiuyao 






	 	
/s/ PIAO Qiuyao     

On behalf of XD. Engineering Plastics Company Limited and the Minority
Shareholders.  







COMPANY:  



	 	
FAVOR
SEA LIMITED 






	 	         By:  	_____________________


                  Name:
                   Title: 














33