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                                                                    EXHIBIT 4.63



                          XINHUA FINANCE MEDIA LIMITED
                              (CHINESE CHARACTERS)

                                       and

                              EAST ALLIANCE LIMITED

                                       and

                          OTHER PARTIES SET OUT HEREIN

                            -------------------------

                               PURCHASE AGREEMENT
                                  IN RESPECT OF
                            SHARES IN THE CAPITAL OF
                              EAST ALLIANCE LIMITED
                                       AND
                           OTHER ASSETS SET OUT HEREIN

                           --------------------------

                                  4 JUNE, 2007


               (KIRKPATRICK & LOCKHART PRESTON GATES ELLIS LOGO)
                   Kirkpatrick & Lockhart Preston Gates Ellis
                              (CHINESE CHARACTERS)
                                 www.klgates.com

                         Our ref.: 55762-00006/CSMN/EWCM

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THIS PURCHASE AGREEMENT (this "AGREEMENT") is made on the 4th day of June 2007


BETWEEN

1.   XINHUA FINANCE MEDIA LIMITED (CHINESE CHARACTERS), a company incorporated
     under the laws of the Cayman Islands with registration number 157511 and
     its registered address located at Century Yard, Cricket Square, Hutchins
     Drive, P.O. Box 2681GT, George Town, Grand Cayman, Cayman Islands, British
     West Indies, as purchaser ("XFM");

2.   EAST ALLIANCE LIMITED, a company incorporated under the laws of the British
     Virgin Islands with incorporation number 1031254 and its registered address
     located at ATC Trustees (BVI) Limited of 2nd Floor, Abbott Building, Road
     Town, Tortola, British Virgin Islands (the "COMPANY");

3.   DIVINE PROSPECT LIMITED, a company incorporated under the laws of the
     British Virgin Islands with incorporation number 1023035 and its registered
     address located at 2nd Floor, Abbott Building, Road Town, Tortola, British
     Virgin Islands, as vendor ("SHAREHOLDER A");

4.   MULTI INTERACTIVE COMMUNICATION LIMITED, a company incorporated under the
     laws of the British Virgin Islands with incorporation number 610908 and its
     registered address located at Akara Building, 24 De Castro Street, Wickhams
     Cay 1, Road Town, Tortola, British Virgin Islands, as vendor ("SHAREHOLDER
     B, collectively with Shareholder A, the "VENDORS");

5.   XIAO JIANBING, holder of PRC identity card number 131082197006120772, as
     covenantor ("COVENANTOR A"); and

6.   XIAO QINGPING, holder of PRC identity card number 482501196410010612, as
     covenantor ("COVENANTOR B", collectively with Covenantor A, the
     "COVENANTORS")).


WHEREAS

A.   The Vendors hold all of the legal and beneficial interest in the Company
     whereby Shareholder A holds 42,500 Company Shares (representing 85% of the
     total issued share capital for the Company) and Shareholder B holds 7,500
     Company Shares (representing 15% of the total issued share capital for the
     Company).

B.   XFM desires to purchase and the Vendors wish to sell to XFM all of the
     Company Shares they own and sell and procure the sale of certain other
     assets subject to the terms and conditions set out in this Agreement.

                                      -1-

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NOW, THEREFORE, in consideration of the premises and the mutual covenants set
forth herein, the sufficiency, adequacy and receipt of which are hereby
acknowledged, XFM, the Company, the Vendors and the Covenantors do hereby agree
as follows:

1.   DEFINITIONS

1.1  Definitions. The following terms, as used herein, have the following
     meanings:

     "ACCOUNTS RECEIVABLES" means (a) any right to payment for goods sold,
     leased or licensed or for services rendered, whether or not it has been
     earned by performance, whether billed or unbilled, and whether or not it is
     evidenced by any contract or agreement or otherwise; (b) any note
     receivable; or (c) any other receivable or right to payment of any nature;

     "ADR" means American Depositary Receipts;

     "AFFILIATES" of a specified Person means any other Person that, directly or
     indirectly, through one or more intermediaries, Controls, is Controlled by,
     or is under common Control with, such specified Person or, in the case of a
     natural Person, such Person's spouse, parents and descendants (whether by
     blood or adoption and including stepchildren);

     "ANCILLARY AGREEMENTS" means, collectively, the Group Structure Agreements,
     the Equity Transfer Documents, the Management Contracts, the Non-compete
     Deeds and any other agreements contemplated in this Agreement;

     "APRIL 30 STATEMENTS" means the Financial Statements of M-In as of April
     30, 2007 provided by the Vendors and confirmed by XFM attached hereto as
     Schedule O;

     "ASSETS" means any real, personal, mixed, tangible, intangible or other
     property of any nature, including, but not limited to, cash or cash
     equivalents, inventory, prepayments, deposits, escrows, Accounts
     Receivables, Tangible Property, Intellectual Property, Real Property,
     software, Contract Rights and goodwill, and claims, causes of action and
     other legal rights and remedies of any nature whatsoever;

     "BUSINESS DAY" means any Monday, Tuesday, Wednesday, Thursday and Friday on
     which banks in Hong Kong or the PRC are required or permitted by laws to be
     open;

     "BRANCHES" means the branches and subsidiaries of M-In, particulars of
     which are set out under Schedule C;

     "CLOSING" has the meaning ascribed to it in Clause 2.4;

     "CLOSING DATE" has the meaning ascribed to it in Clause 2.3;

                                      -2-

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     "CLOSING DELIVERABLE AGREEMENTS" means all the agreements or documents
     required to be delivered by the Vendors or the Covenantors under this
     Agreement as conditions to Closing;

     "CLOSING PAYMENT" has the meaning ascribed to it in Clause 2.2;

     "COMPANY CHARTER DOCUMENTS" has the meaning ascribed to it in Clause
     6.1(a);

     "COMPANY SHARES" means all of the share capital of the Company being
     ordinary shares each with a par value of US$1.00 in the capital of the
     Company comprising of the Shareholder A Shares and Shareholder B Shares;

     "CONDITIONS" means the conditions to the completion of the transactions
     described herein as set out in Clause 8;

     "CONSENT" means any consent, approval, permit, license, order, or
     authorization of or registration, declaration, or filing with or exemption
     by Governmental Entity;

     "CONTROL", "CONTROLS", "CONTROLLED" (or any correlative term) means the
     possession, directly or indirectly, of the power to direct or cause the
     direction of the management of a Person, whether through the ownership of
     voting securities, by contract, credit arrangement or proxy, as trustee,
     executor, agent or otherwise. For the purpose of this definition, a Person
     shall be deemed to Control another Person if such first Person, directly or
     indirectly, owns or holds more than 50% of the voting equity interests in
     such other Person;

     "DISCLOSING PARTY" has the meaning ascribed to it in Clause 11.4;

     "ENCUMBRANCE" means and includes any interest or equity of any person
     (including, without prejudice to the generality of the foregoing, any right
     to acquire, option or right of pre-emption) or any mortgage, charge,
     pledge, lien or assignment or any other encumbrance, priority or security
     interest or arrangement of whatsoever nature over or in the relevant
     property;

     "EQUITY INTERESTS" means all of the equity interest in M-In as at the date
     hereof, particulars of which are set out under Schedule C;

     "EQUITY TRANSFER DOCUMENTS" means all the documents, agreements and
     instruments as set out under Schedule M;

     "EQUITY TRANSFERS" has the meaning ascribed to it in Clause 3.2;

     "FOREIGN EXCHANGE RATE" means the average of the closing middle exchange
     rates posted on the website of the State Administration of Foreign Exchange
     at www.safe.gov.cn for the conversion of RMB to USD on the close of the
     fifteen trading days prior to any date of payment under this Agreement;

                                      -3-

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     "GOVERNMENTAL ENTITY" means any court, regulatory body, administrative
     agency or commission or other governmental authority or instrumentality,
     whether domestic or foreign;

     "GROUP" means, collectively, the Company and the PRC Group;

     "GROUP STRUCTURE AGREEMENTS" means contracts, agreements and documents set
     out in Schedule B;

     "HOLDBACK AMOUNT" has the meaning ascribed to it in Clause 9.6.

     "HONG KONG" means the Hong Kong Special Administrative Region of the PRC;

     "IFRS" means the International Financial Reporting Standards issued by the
     International Accounting Standards Board from time to time;

     "INDEMNIFICATION CERTIFICATE" has the meaning ascribed to it in Clause 9.6.

     "INDEMNIFIED PARTY" has the meaning ascribed to it in Clause 9.4;

     "INDEMNIFYING PARTY" has the meaning ascribed to it in Clause 9.4;

     "INTELLECTUAL PROPERTY" means, collectively, the Owned Intellectual
     Property and the Licensed Intellectual Property;

     "LEASE" has the meaning ascribed to it in Clause 6.2 (l) and the
     particulars of which are set out in Schedule F;

     "LICENSES" means all the licenses set out under Schedule N;

     "LICENSED INTELLECTUAL PROPERTY" means any and all license rights granted
     to the PRC Company in any third party intellectual property or other
     proprietary or personal rights, including any and all of the following that
     are licensed to the PRC Company anywhere in the world: (1) trademarks,
     trade names, service marks and trade dress, and all goodwill associated
     with trademarks, trade names, service marks and trade dress; (2) patents;
     (3) mask works; (4) utility models; (5) domain names; (6) copyrights and
     copyrightable works; (7) databases; (8) graphics; (9) schematics; (10)
     marketing, sales and user data; (11) technology; (12) trade secrets,
     including confidential know-how, inventions, specifications and processes;
     (13) computer software programs of any kind (in both source and object code
     form); (14) application programming interfaces; (15) protocols; and (16)
     any renewal, extension, reissue, continuation or division rights,
     applications and/or registrations for any of the foregoing;

     "M-IN" means Beijing Mobile Interactive Co., Ltd. (CHINESE CHARACTERS), a
     company incorporated under the laws of the PRC with registration number
     1101052628368 and an address at Room 3A15, No. 1, Lizhe Zhong 2 Road,
     Chaoyang District, Beijing, the PRC, the particulars of which are set out
     under Schedule C;

                                      -4-

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     "M-IN NI" has the meaning ascribed to it in the definition of "2007 Net
     Income";

     "MANAGEMENT CONTRACTS" means the management contract in the form set out in
     Schedule I and executed and delivered by each of the persons set out in
     Schedule J;

     "MARKET VALUE" shall mean, with respect to XFM Shares, the average of the
     closing price of XFM Shares or their equivalent in ADRs on NASDAQ for the
     fifteen (15) trading days up to and including the third trading day prior
     to the applicable date (adjusted to give effect to any splits,
     consolidations, dividends or other recapitalizations occurring during such
     fifteen-day period);

     "MATERIAL ADVERSE CHANGE" means any event or circumstance that occurs which
     might reasonably be expected to have a material adverse effect on the
     prospects, business, operations or financial condition of the Group or the
     PRC Company taken as a whole or that would materially affect the ability of
     any of the companies in the Group or any of the Covenantors who is a party
     to any of the Group Structure Agreements to perform its material
     obligations under any of the Group Structure Agreements, but excluding any
     material adverse change caused by XFM or its nominees, officers, directors
     or agents;

     "MATERIAL CONTRACTS" means the material contracts the particulars of which
     are set out in Schedule G;

     "NASDAQ" means the National Association of Securities Dealers Automated
     Quotations;

     "NOMINEE 1" means Gao Fei (CHINESE CHARACTERS), a PRC national and holder
     of PRC identity card number 31010719731200820;

     "NOMINEE 2" means Cui Qiwei (CHINESE CHARACTERS), a PRC national and holder
     of PRC identity card number 310106198011160812;

     "NOMINEES" means, collectively, Nominee 1 and Nominee 2;

     "NON-COMPETE DEED" means the non-compete deed in the form set out in
     Schedule K and executed and delivered by each of the persons set out in
     Schedule L;

     "NON-DISCLOSING PARTIES" has the meaning ascribed to it in Clause 11.4;

     "OWNED INTELLECTUAL PROPERTY" means any and all of the following that are
     owned (including joint ownership) or held by the PRC Company anywhere in
     the world: (1) trademarks, trade names, service marks and trade dress, and
     all goodwill associated with trademarks, trade names, service marks and
     trade dress; (2) patents; (3) mask works; (4) utility models; (5) domain
     names; (6) copyrights and copyrightable works; (7) databases; (8) graphics;
     (9) schematics; (10) marketing, sales and user data; (11) technology; (12)
     trade secrets, including confidential know-how, inventions, specifications
     and processes; (13) computer software programs of any kind (in both source
     and object code form); (14) application programming interfaces; (15)
     protocols; and (16) any renewal, extension,

                                      -5-

<PAGE>

     reissue, continuation or division rights, applications and/or registrations
     for any of the foregoing;

     "PAYMENT DATE" has the meaning ascribed to it in Clause 4.4;

     "PERSON" or "PERSONS" means any natural person, corporation, company,
     association, partnership, organization, business, firm, joint venture,
     trust, unincorporated organization or any other entity or organization, and
     shall include any governmental authority;

     "PRC" means the People's Republic of China;

     "PRC CHARTER DOCUMENTS" has the meaning ascribed to it in Clause 6.2(a);

     "PRC CLOSING" has the meaning ascribed to it in Clause 3.1(a);

     "PRC COMPANY" means, collectively, M-In and the Branches;

     "PRC GROUP" means, collectively, the PRC Company and the WFOE;

     "PURCHASE PRICE" means the Closing Payment and each Subsequent Payment;

     "REAL PROPERTY" means any real estate, land, building, condominium, town
     house, structure or other real property of any nature, all shares of stock
     or other ownership interests in cooperative or condominium associations or
     other forms of ownership interest through which interests in real estate
     may be held, and all appurtenant and ancillary rights thereto, including,
     but not limited to, easements, covenants, water rights, sewer rights and
     utility rights.

     "RETURN PERIODS" has the meaning ascribed to it in Clause 6.2(j);

     "RETURNS" has the meaning ascribed to it in Clause 6.2(j);

     "RMB" or "RENMINBI" means the lawful currency of the PRC;

     "SERVICES AGREEMENT" means the services agreement between WFOE and M-In for
     the provision of certain services by the WFOE;

     "SHAREHOLDER A SHARES" means 42,500 Company Shares held by Shareholder A
     representing 85% of the total issued share capital of the Company to be
     sold by Shareholder A to XFM, particulars of which are set out under
     Schedule C;

     "SHAREHOLDER B SHARES" means 7,500 Company Shares held by Shareholder B
     representing 15% of the total issued share capital of the Company to be
     sold by Shareholder B to XFM, particulars of which are set out under
     Schedule C;

     "SUBSEQUENT PAYMENTS" means the amount payable by XFM in accordance with
     Clause 4;

                                      -6-

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     "TANGIBLE PROPERTY" means any furniture, fixtures, leasehold improvements,
     vehicles, office equipment, computer equipment, other equipment, machinery,
     tools, spare parts, forms, supplies or other tangible personal property of
     any nature;

     "US$" and "US DOLLARS" means the lawful currency of the United States of
     America;

     "WFOE" means Wuxianshijie (Beijing) Information Technology Co., Ltd.
     (CHINESE CHARACTERS), a wholly foreign owned enterprise established in the
     PRC as a wholly-owned subsidiary of the Company with a registered address
     at (CHINESE CHARACTERS), the details of which are set out in Schedule C;

     "XFM CONTRIBUTION" means the revenue of M-In generated from XFM, its
     Affiliates or any party introduced to M-In by XFM or its Affiliates
     determined in accordance with Clause 4.7;

     "XFM SHARES" means the Class A common shares in the share capital of XFM
     with a par value of US$0.001 each;

     "2007 AMOUNT" has the meaning ascribed to it in Clause 4.1(a);

     "2007 FINANCIALS" means the audited financial statements for each of the
     WFOE and M-IN for the financial year ended 2007, in each case prepared in
     accordance with IFRS by one of Deloitte, Ernst & Young, KPMG or
     PricewaterhouseCoopers selected by the Vendors in accordance with Section
     4.2;

     "2008 FINANCIALS" mean the audited financial statements for the PRC Group
     for the financial year ended 2008 prepared in accordance with IFRS by one
     of Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers selected by the
     Vendors in accordance with Section 4.2;

     "2007 NET INCOME" means an amount determined by the following:

               2007 Net Income = 2007 M-In NI + 2007 XFM NI

     Where:    2007 XFM NI = 50%(30%(2007 XFM Contribution))

               2007 XFM CONTRIBUTION = XFM Contribution for 2007

               2007 M-IN NI = M-In's income or loss and WFOE's net income, each
               as set out in the 2007 Financials prepared in accordance with
               IFRS excluding:

               (1)  extraordinary items;
               (2)  any XFM Contribution and any related costs and expenses;
               (3)  any expenses or provision made or gain recognised relating
                    to amortization, written-off, impairment loss or adjustment
                    of

                                      -7-

<PAGE>

                    goodwill which arises from acquisitions or disposal of
                    companies or business by M-In in the preparation of the 2007
                    Financials;

     "2008 AMOUNT" has the meaning ascribed to it in Clause 4.1(b); and

     "2008 NET INCOME" means an amount determined by the following:

               2008 Net Income = 2008 M-In NI + 2008 XFM NI

     Where:    2008 XFM NI = 50%(30%(2008 XFM Contribution))

               2008 XFM CONTRIBUTION = XFM Contribution for 2008

               2008 M-IN NI = PRC Group's net income set out in the 2008
               Financials prepared in accordance with IFRS excluding:

               (1)  extraordinary items;
               (2)  any XFM Contribution and any related costs and expenses;
               (3)  any expenses or provision made or gain recognised relating
                    to amortization, written-off, impairment loss or adjustment
                    of goodwill which arises from acquisitions or disposal of
                    companies or business by M-In in the preparation of the 2008
                    Financials.

1.2  Interpretation. In this Agreement:

     (a)  the headings are inserted for convenience only and shall not affect
          the construction of this Agreement;

     (b)  references to statutory provisions shall be construed as references to
          those provisions as amended or re-enacted or as their application is
          modified by other statutory provisions (whether before or after the
          date hereof) from time to time and shall include any provisions of
          which they are re-enactments (whether with or without modification);

     (c)  all time and dates in this Agreement shall be Hong Kong time and dates
          except where otherwise stated;

     (d)  unless the context requires otherwise, words incorporating the
          singular shall include the plural and vice versa and words importing a
          gender shall include every gender; and

     (e)  references herein to Clauses, Recitals and Schedules are to clauses
          and recitals of and schedules to this Agreement.

                                      -8-

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1.3  Recitals, Schedules. All recitals and schedules form part of this Agreement
     and shall have the same force and effect as if expressly set out in the
     body of this Agreement and any reference to this Agreement shall include
     the recitals and schedules.

1.4  Joint Obligations. Warranties, covenants, indemnities or other obligations
     expressed in this Agreement to be given by more than one party shall be
     deemed to be given by such parties on a joint and several basis unless
     otherwise expressly provided for.


2.   SALE AND PURCHASE

2.1  Purchase and Sale of Company Shares. Subject to the terms and conditions
     set out in this Agreement, XFM (relying on the representations, warranties,
     agreements, covenants, undertakings and indemnities hereinafter referred
     to) agrees with the Covenantors, Shareholder A and Shareholder B to
     purchase for the the Purchase Price, and the Covenantors agree to procure
     Shareholder A and Shareholder B, and Shareholder A and Shareholder B agree,
     to sell and cause to be sold to XFM or its nominee at Company Closing, all
     of Shareholder A and Shareholder B's direct and indirect interests in the
     Shareholder A Shares and Shareholder B Shares with effect from the Closing
     Date free from all options, liens, charges, pledges, claims, agreements,
     encumbrances, equities and other third party rights of any nature
     whatsoever and together with all rights of any nature whatsoever now or
     hereafter attaching or accruing to them including all rights to any
     dividends or other distribution declared, paid or made in respect of them
     after the Closing Date.

2.2  Closing Payment.

     The "CLOSING PAYMENT": shall be in cash to be paid as follows:

     (a)  Eight Million Nine Hundred Seventeen Thousand Two Hundred Forty Nine
          US Dollars (US$8,917,249) within three (3) Business Days from the
          Closing Date with eighty-five per cent (85%) and fifteen per cent
          (15%) of such amount, respectively, to such accounts as may be
          directed in writing jointly by the Vendors on the day following the
          signing of this Agreement; and

     (b)  Ten Million Renminbi (RMB10,000,000) within three (3) Business Days
          from the date of the completion of the filings and registration of the
          Equity Transfers with Five Million One Hundred Thousand Renminbi
          (RMB5,100,000) to Xiao Jianbing or such account as he may direct and
          Four Million Nine Hundred Thousand Renminbi (RMB4,900,000) to Xiao
          Qingping or such account as he may direct in writing which directions
          shall be issued on the day following the signing of this Agreement.

2.3  Subsequent Payments

     XFM shall pay to the Vendors the Subsequent Payments in accordance with
     Clause 4.

                                      -9-

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2.4  Closing. The completion of the purchase and sale of the Company Shares (the
     "CLOSING") shall take place at the offices of M-In or at such other place
     as may be agreed upon by the Parties on the date that is immediately
     following confirmation from XFM that the Conditions have been satisfied or
     waived. The date and time of the Closing are herein referred to as the
     "CLOSING DATE". For greater certainty, XFM shall not be obliged to pay any
     amount of the Closing Payment unless all the Conditions are fulfilled or
     waived by XFM. Without prejudice to any other remedies available to XFM,
     XFM may defer Closing and the payment of the Closing Payment until all
     Conditions are fulfilled or waived. Subject to the foregoing, the
     completion of the Closing and the payment of the Closing Payment shall be
     made.

2.5  Conditions to Closing. The obligations of XFM under this Agreement to
     complete the purchase of the Company Shares and to pay the Closing Payment
     therefor are subject to the satisfaction or waiver on or before the Closing
     Date of all of the Conditions.

2.6  Vendors Closing Obligations. On the Closing Date, the Vendors and the
     Covenantors shall deliver or procure to be delivered to XFM the following
     documents:

     (a)  duly completed and signed undated instrument of transfers of the
          Company Shares by the registered holders thereof in favour of XFM or
          any entity as it may direct together with the share certificates
          representing the applicable Company Shares;

     (b)  duly completed and signed letters of resignation from existing
          directors and company secretary (where applicable) of the Company;

     (c)  where applicable, shareholders' and directors' resolution of the
          Company approving the resignation of the existing directors and
          company secretary (where applicable), the appointment of the persons
          nominated by XFM to be new directors and company secretary, the
          transfer of the Company Shares and change of principal office of the
          Company;

     (d)  any books and records of the Company (if any);

     (e)  written notice in the form to the satisfactory of XFM issued to the
          BVI agent of the Company notifying them of the change in authorised
          contact person;

     (f)  where applicable, shareholders' and director's resolution of WFOE
          approving the amendment of the articles of association of WFOE in a
          form satisfactory to XFM, the resignation of Xu Chang Ji as the
          executive director and legal representative of WFOE and appointment of
          the persons nominated by XFM to be the new executive director and
          legal representative of WFOE and any other documents as may be
          required to effect the foregoing;

     (g)  any books and records of WFOE;

                                      -10-

<PAGE>

     (k)  the Ancillary Agreements executed by the parties thereto other than
          XFM or its Nominees in the forms as set out in the Schedules; and

     (l)  all other documents that may be required by XFM for the purposes
          herein, including but not limited to, all documents required to be
          signed, submitted to and/or registered with to any Governmental
          Entity.

2.8  Delays in Payment. If any party to this Agreement defaults in the payment
     of any amounts payable under the terms of this Agreement, such partyshall
     pay to the party to whom payment is due (the "NON DEFAULTING PARTY")
     interest on such overdue amounts thereafter until payment in full at the
     rate of 12% per annum provided that such remedies contained in this Clause
     shall be without prejudice to any other rights and remedies available to
     the Non Defaulting Party.

2.8  WFOE Registered Capital. For greater certainty, the Vendors and the
     Covenantors shall not be responsible for the payment of the capital
     contribution of the WFOE.


3.   COVENANTS OF THE VENDORS

3.1  Equity Interests. The Vendors and the Covenantors shall jointly and
     severally procure and guarantee each of the following as soon as
     practicable following the execution and delivery of this Agreement and
     prior to Closing:

     (a)  the sale and transfer of the Equity Interests by all current holders
          thereof to the Nominees as to 50% in favour of each of the Nominees
          for the total consideration of Ten Million Renminbi (RMB10,000,000)
          (the "PRC PAYMENT") and the performance of all actions required or
          contemplated under this Agreement by all of the holders of the Equity
          Interests (the "PRC CLOSING");

     (b)  the resignation of Xu Chang Ji as executive director of M-In;

     (c)  the amendment of the articles of association of M-In to provide for a
          board of three (3) directors of which two (2) shall be persons
          nominated by XFM and one (1) shall be nominated by the Covenantors,
          and appointment of new legal representative and bank account signatory
          of M-In nominated by XFM and any other documents as may be required to
          effect the foregoing PROVIDED THAT the Covenantors' right to nominate
          a director of M-In shall terminate and the Covenantors shall cause
          such director to tender his resignation on December 31, 2008 or
          earlier termination of this Agreement by XFM; and

     (d)  the registration of the ownership of the Equity Interests in the name
          of the Nominees in the following proportions:

          (i)  Nominee 1: 50% (RMB5,000,000)
          (ii) Nominee 2: 50% (RMB5,000,000).

                                      -11-

<PAGE>

3.2  Transfer of Equity Interests. As soon as practicable after the execution
     and delivery of this Agreement and at or prior to Closing, the Vendors and
     the Covenantors shall complete the transfer and procure the completion of
     the transfer of (as the case may be) all of the Equity Interests from the
     existing holders thereof to the Nominees as to 50% of the total Equity
     Interests in favour of each of the Nominees (the "EQUITY TRANSFERS"),
     including, but not limited to, the signing and submission of all the Equity
     Transfer Documents.

3.3  Equity Transfer. The Vendors and the Covenantors shall, within three (3)
     Business Days from the date of the completion of the filings and
     registration of the Equity Transfers, procure the payment of the PRC
     Payment in the aggregate to the holders of the Equity Interests or such
     other person as each of them may direct in accordance with the following:

     (a)  Xiao Jianbing: Five Million One Hundred Thousand Renminbi
          (RMB5,100,000) for the transfer of all of Xiao Jianbing's Equity
          Interests (representing 51% of the total registered capital of M-In);
          and

     (b)  Xiao Qingping: Four Million Nine Hundred Thousand Renminbi
          (RMB4,900,000) for the transfer of all of Xiao Qingping's Equity
          Interests (representing 49% of the total registered capital of M-In).

3.4  Transfer Procedures. The Vendors and the Covenantors hereby jointly and
     severally undertake to XFM that as soon as practicable after the execution
     and delivery of this Agreement and prior to Closing they shall:

     (a)  execute and deliver and procure the due execution and delivery of all
          documents required to be executed and delivered by the Vendors, all
          other holders of the Equity Interests or any other party necessary to
          vest in the Nominees their interests in all property and rights in
          M-In and the Equity Interests as are intended to be vested in them in
          consideration of the PRC Payment by or pursuant to this Agreement and
          the Ancillary Agreements; and

     (b)  file and submit and procure the filing and submission of all documents
          required to effect the Equity Transfers with the relevant Governmental
          Entities in the form satisfactory to XFM.

3.5  Governance. Upon the completion of the Equity Transfers, the Vendors and
     the Covenantors shall and shall procure the following:

     (a)  deliver to XFM or such parties nominated by XFM written confirmation
          from the Vendors and the Covenantors that they are not aware of any
          matter or thing which is in breach of or inconsistent with any of the
          representations, warranties and undertakings herein contained;

     (b)  deliver to XFM or such parties nominated by XFM shareholders'
          resolution of M-In approving the resignation of the executive director
          and the legal representative and bank account signatory of M-In and
          the establishment of a

                                      -12-

<PAGE>

          board of directors of three (3) directors of which two (2) shall be
          persons nominated by XFM and one (1) shall be nominated by the
          Covenantors, and appointment of new legal representative and bank
          account signatory of M-In and any other documents as may be required
          to effect the foregoing provided, however, that the Covenantors' right
          to nominate a director of M-In shall terminate and the Covenantors
          shall cause such nominee to tender his resignation December 31, 2008;

     (c)  all books and records of M-In;

     (d)  any books and records of each of the Branches;

     (e)  all powers of attorney or other authorities under which the transfers
          of the Equity Interests have been executed (if any);

     (f)  such waivers, consents and other documents as XFM may require to give
          to XFM or its nominees good title to the Equity Interests and to
          enable XFM or its nominees to become the registered holders thereof;
          and

     (g)  such other papers and documents as XFM may reasonably require.


4.   SUBSEQUENT PAYMENTS

4.1  Subsequent Payments. Subject to Clause 4.2, XFM shall pay the following
     amounts (in RMB or its USD equivalent calculated based on the Foreign
     Exchange Rate) to the Vendors or such other party designated by the
     Vendors:

     (a)  an aggregate amount (the "2007 AMOUNT") equal to the product of ((A)
          2007 Net Income and (B) 8.5 and (C) 35%)); and

     (b)  an aggregate amount (the "2008 AMOUNT") equal to the product of ((A)
          2008 Net Income and (B) 9.5 and (C) 30%); but

     (c)  PROVIDED THAT if the M-In NI for 2007 is less than Three Million Four
          Hundred Thirty Thousand US Dollars (US$3,430,000), the following
          amount (the "ADJUSTMENT") shall be deducted from the cash portion of
          the 2007 Amount and, should there be any excess Adjustment thereafter,
          the excess Adjustment shall be deducted from the 2008 Amount:

          Adjustment = (35%)(7.5)(US$3,430,000 -- 2007 M-In NI)

4.2  Preparation of 2007 and 2008 Financials. The Vendors shall instruct one of
     Deloitte, Ernst & Young, KPMG or PriceWaterhouseCoopers as the auditors to:

     (a)  based on a scope of work determined by XFM acting reasonably, prepare
          and issue the 2007 Financials and 2008 Financials within 180 days from
          the end of each of the financial years ended December 31, 2007 and
          December 31, 2008, respectively; and

                                      -13-

<PAGE>

     (b)  provide a copy of the 2007 Financials and 2008 Financials to XFM, the
          Vendors and the Covenantors as soon as they are issued..

     The Vendors shall bear all costs of or related to the preparation of the
     2007 Financials and 2008 Financials.

4.3  Calculation of the 2007 Amount and 2008 Amount. Within five (5) days of the
     delivery to XFM of the 2007 and 2008 Financials, respectively, XFM shall
     deliver to the Vendors and Covenantors its calculation of the 2007 Amount
     and 2008 Amount, respectively, which notice shall include reasonable detail
     of the basis of such calculations to enable the parties and/or their
     advisors to review the applicable calculations. If the Vendors and
     Covenantors (acting together) do not dispute in a written notice to XFM the
     calculation of the 2007 Amount or the 2008 Amount, as the case may be,
     within ten (10) days of receiving the same, or if the Vendors and
     Covenantors jointly advise XFM in writing that they accept the calculation
     within such ten (10) day period, then the 2007 Amount and 2008 Amount shall
     for all purposes be considered final, accepted and approved by all parties.
     If the Vendors and Covenantors shall raise any dispute regarding the
     calculation of the 2007 Amount and 2008 Amount within such ten (10) day
     period, then the parties shall endeavour to resolve such dispute amicably
     within an additional period of ten (10) days. If successful, the 2007
     Amount and 2008 Amount, as the case may be, as adjusted to so resolve such
     dispute, shall for all purposes be considered final, accepted and approved
     by all parties. If the parties do not reach an agreement with respect to
     the calculation within such ten (10)-day period, then the matter shall be
     referred to arbitration in accordance with this Agreement for final
     determination; provided, that upon resolution of such matter by
     arbitration, the Party that was unsuccessful in the arbitration with
     respect to such matter shall be solely responsible for all reasonable fees,
     costs and expenses relating to the arbitration.


4.4  Payment. XFM shall pay the 2007 Amount and 2008 Amount or its US dollar
     equivalent determined with the Foreign Exchange Rate in a combination of
     (A) money in US Dollars in an amount equal to 60% of such sum, and (B)
     delivery of XFM Shares, rounded up to the nearest whole share, with an
     aggregate Market Value equal to 40% of such sum. Notwithstanding the
     foregoing, XFM may, in its sole discretion, deliver to the Vendors or any
     other person(s) designated by the Vendors money in US Dollars in lieu of
     all or a portion of the 2007 Amount or 2008 Amount otherwise deliverable to
     the Vendors in XFM Shares. Notwithstanding the foregoing, if for any reason
     XFM Shares or the ADRs representing them payable to the Vendors are not
     actively traded on NASDAQ or a comparable public trading market or that the
     issuance of such XFM Shares and the ADRs representing them are in any way
     prohibited or restricted under any applicable laws and regulations, then
     XFM shall so notify the Vendors, and the Vendors may, by written notice to
     XFM, elect to receive money in US Dollars in lieu of the portion of the
     2007 Amount or 2008 Amount otherwise deliverable to the Vendors in XFM
     Shares.

                                      -14-

<PAGE>

4.5  Payment Date. XFM shall pay the cash portion of the 2007 Amount and 2008
     Amount to the Vendors or any other person jointly designated by the Vendors
     within five (5) Business Days following the final determination of the 2007
     Amount and the 2008 Amount respectively (the "FINAL DETERMINATION DATE"),
     and issue the XFM Shares portion of the 2007 Amount and 2008 Amount within
     twenty (20) Business Days following Final Determination Date (each such
     cash payment or share issuance date being a "PAYMENT DATE").

4.6  Manner of Payment. Notwithstanding any other provision contained herein, at
     least five (5) Business Days in advance of each Payment Date, the Vendors
     shall, in writing, advise XFM of the manner in which XFM shall pay such
     2007 Amount and 2008 Amount. Specifically, the Vendors shall advise XFM of
     the persons and necessary account information where such payments shall be
     made and how such shares should be issued.

4.7  Maximum Payment. Notwithstanding anything to the contrary herein, the
     aggregate of the Closing Payment, the 2007 Amount and 2008 Amount and any
     other amounts payable under the Ancillary Agreements shall not exceed
     Fifty-six Million Two Hundred Thousand US Dollars (US$56,200,000). For
     greater certainty, XFM shall not and shall not have any obligation to pay
     any amount in excess of Fifty-six Million Two Hundred Thousand US Dollars
     (US$56,200,000) in the aggregate under this Agreement and the Ancillary
     Agreements.

4.8  XFM Contribution. To determine the XFM Contribution, XFM or the general
     manager of M-In may submit a business plan to the other party setting out
     the costs and expenses budgeted to serve the particular new business
     required to be introduced by XFM or its Affiliates along with the
     anticipated revenue therefrom. The business plan shall be negotiated and
     confirmed in writing by both XFM and the general manager of M-In. The
     determination of XFM Contribution shall be based on actual revenues and
     expenses associated with the business approved in accordance with the
     above.

4.9  2007 Financials and 2008 Financials. Notwithstanding any other provision
     herein and absent manifest error, the 2007 Financials and 2008 Financials
     shall be final conclusive and binding on all parties and shall not be
     subject to further dispute, arbitration or other reassessment or
     calculation or determination.

4.10 If a dispute arises regarding the determination of any Subsequent Payment,
     such dispute will be resolved in accordance with Section 4.3; provided,
     however, that XFM shall pay any undisputed portion of the applicable
     Subsequent Payment on the earlier of the applicable Payment Date or within
     ten (10) days of the date on which the Vendors and the Covenantors (acting
     together) advise XFM in writing of the substance of the dispute regarding
     such determination.

                                      -15-

<PAGE>

5.   COVENANTS

5.1  Further Covenants. The Vendors and the Covenantors hereby irrevocably
     covenant and undertake to XFM to execute and deliver and procure the due
     execution and delivery of all such further documents required to be signed
     by the Vendors or members of the Group as are necessary to vest in XFM or
     its nominees all such property and rights as are intended to be vested in
     them by or pursuant to this Agreement and the Group Structure Agreements.
     Each of the signing parties shall bear the expenses incurred by it.

5.2  Directors. Each of the parties hereto shall do and shall procure to be done
     all actions necessary to ensure that the directors of the Company shall be
     such persons to be nominated by XFM and the board of directors of M-In
     shall be comprised of three (3) directors of which two (2) shall be persons
     nominated by XFM and one (1) shall be nominated by the Covenantors
     provided, however, that the Covenantors' right to nominate a director of
     M-In shall terminate and the Covenantors shall cause such nominee to tender
     his resignation on December 31, 2008.

5.3  Limitation on Transfer of Interests. Prior to Closing Date, none of the
     parties to this Agreement shall sell, give, assign, hypothecate, pledge,
     encumber, grant a security interest in or otherwise dispose of (whether by
     operation of law or otherwise) (each a "TRANSFER") any Company Shares or
     Equity Interests or any right, title or interest therein or thereto, except
     to an Affiliate of such party or in connection with fundraising activities
     of XFM and in accordance with the memorandum and articles of association of
     the Company and M-In, as applicable, and any attempt to transfer any
     Company Shares or Equity Interests or any rights under any of them in
     violation of the preceding sentence shall be null and void ab initio.

5.4  Joint and Several Liability. All obligations and liabilities of the Vendors
     and the Covenantors or any one of them hereunder, howsoever stated, shall
     be the joint and several obligations and liabilities of each Vendor and
     each Covenantor.

5.5  Senior Management. The Covenantors may nominate the General Manager, the
     Chief Financial Officer and Chief Operating Officer for M-In for the
     approval of XFM shall whose approval shall not be unreasonably withheld for
     a period until 31 December 2008 and whose employment can only be terminated
     in accordance with the Management Contract. XFM shall bear its own expenses
     arising from the employment of any persons nominated solely by XFM.

5.6  Operations and Reorganization. Prior to December 31, 2008 or such earlier
     date of termination of this Agreement by XFM, XFM shall not:

     (a)  disrupt the management of the business of M-In in the ordinary course
          (including their control over operating expenses, employment matters
          and pricing) PROVIDED THAT the business is carried on in a lawful
          manner in all respects and in the best interests of the shareholders
          of XFM and subject to the reasonable oversight of the XFM Board;

                                      -16-

<PAGE>

     (b)  undertake any reorganization of the ownership of M-In or merger of
          M-In with any other business which has an adverse effect on the
          business operations of M-In;

     (c)  Impose any expenses on the WFOE without the prior written approval of
          General Manager of M-In.


6.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS AND THE
     COVENANTORS

     The Vendors and the Covenantors hereby jointly and severally represent and
     warrant and covenant to XFM that the following statements are true and
     correct as of the date hereof:

6.1  The Company. In respect of the Company:

     (a)  Organization, Standing, and Power. It is a company duly organized,
          validly existing, and in good standing under the laws of British
          Virgin Islands, has all requisite corporate power and authority to
          carry on its businesses, and is duly qualified and in good standing to
          do business in each jurisdiction in which it conducts business. It has
          made available to XFM complete and correct copies of its articles of
          incorporation, bylaws, registers and/or other organizational documents
          ("COMPANY CHARTER DOCUMENTS") of it, in each case, as amended to the
          date hereof.

     (b)  Corporate Records. Its minute books and corporate records, complete
          and correct copies of which have been made available to XFM, contain
          correct and complete records of all proceedings and actions taken at
          all meetings of, or effected by written consent of its shareholders
          and its board of directors and all original issuances and subsequent
          transfers, repurchases, and cancellations of its shares.

     (c)  Capital Structure.

          (i)   Immediately prior to and following Closing Date its issued share
                capital will be as set out in Schedule C and Schedule D,
                respectively.

          (ii)  There are no options, warrants, calls, conversion rights,
                commitments, agreements, contracts, restrictions, or rights of
                any character to which it is a party or by which it may be bound
                obligating company to issue, deliver or sell, or cause to be
                issued, delivered or sold, additional shares, or obligating it
                to grant, extend or enter into any such option, warrant, call,
                conversion right, commitment, agreement, contract,
                understanding, restriction, arrangement or right. It does not
                have outstanding any bonds, debentures, notes or other
                indebtedness.

                                      -17-

<PAGE>

          (iii) No shares in the Company are beneficial owned or controlled by
                any Chinese nationals or residents.

     (d)  Branches. It does not presently own or control, directly or
          indirectly, any interest in any other corporation, association, or
          other business entity, and is not a participant in any joint venture,
          partnership, or similar arrangement, except as set out in Schedule C.
          Its particulars as set out in Schedule C are true and accurate in all
          respects and the percentage of its share capital shown therein as
          owned or controlled by it is beneficially owned and clear of all
          Encumbrances. There is no agreement or arrangement in force which
          calls for the present or future issue or sale of, or grant to any
          person the right (whether conditional or otherwise) to call for the
          issue, sale or transfer of any of its share or loan capital (including
          any of its option, notes, warrants or other securities or rights
          convertible or ultimately convertible into shares or equity
          interests).

     (e)  Authority. The execution, delivery, and performance of this Agreement
          have been duly authorized by all necessary action of its board of
          directors. Certified copies of the resolutions adopted by its board of
          directors approving this Agreement and transactions contemplated
          hereby and thereby have been provided to XFM.

     (f)  Execution. Its execution and delivery of this Agreement shall
          constitute valid, binding, and enforceable obligations of it in
          accordance with their terms, except to the extent that enforceability
          may be limited by applicable bankruptcy, reorganization, insolvency,
          moratorium or other laws affecting the enforcement of creditors'
          rights generally and by general principles of equity, regardless of
          whether such enforceability is considered in a proceeding at law or in
          equity.

     (g)  Compliance with Laws and Other Instruments. It holds, and at all times
          has held, all licenses, permits, and authorizations from all
          governmental entities necessary for the lawful conduct of its business
          pursuant to all applicable statutes, laws, ordinances, rules, and
          regulations of all such authorities having jurisdiction over it or any
          part of its operations. There are no violations or claimed violations
          of any such license, permit, or authorization, or any such statute,
          law, ordinance, rule or regulation.

     (h)  Corporate Governance. Neither the execution and delivery of nor the
          performance by it of its obligations under this Agreement will (i)
          conflict with or result in any breach of its Company Charter
          Documents; (ii) require any Consent, (iii) conflict with, result in a
          breach or default of, or give rise to any right of termination,
          cancellation or acceleration or result in the creation of any lien,
          charge, encumbrance, or restriction upon any of the properties or
          assets of it or its shares under, any law, statute, rule, regulation,
          judgment, decree, order, government permit, license or order or any
          mortgage, indenture, note, license, trust, agreement or other
          agreement, instrument or obligation to which it is a party.

                                      -18-

<PAGE>

     (i)  No Liabilities and No Business Activities. Save as contemplated under
          this Agreement and as disclosed in the Disclosure Schedule, it has no
          liabilities of any nature howsoever arising, is not involved in any
          litigation whether as plaintiff or defendant, has no assets and is not
          carrying on any business of any nature.

     (j)  No Contracts. Save as contemplated under this Agreement, it has not
          entered into any agreement, contract, legal arrangement or
          documentation of any type or nature.

6.2  PRC Company. In respect of the PRC Company (where applicable):

     (a)  Organization, Standing, and Power. The company is a company duly
          organized, validly existing, and in good standing under the laws of
          the PRC, have all requisite corporate power and authority to carry on
          its businesses, and is duly qualified and in good standing to do
          business in each jurisdiction in which it conducts business. The
          company has made available to XFM complete and correct copies of the
          company's articles of incorporation ("PRC CHARTER DOCUMENTS"), in each
          case, as amended to the date hereof.

     (b)  Corporate Records. The complete and correct copies of the minute books
          and corporate records of the company which has been filed with the
          local authorities including, but not limited to, the Industry and
          Commerce have been made available to XFM and are materially complete,
          correct and accurate.

     (c)  Capital Structure.

          (i)   Immediately prior to Closing Date, the capital structure of each
                of the PRC Company shall be as set out in Schedule C.

          (ii)  There are no options, warrants, calls, conversion rights,
                commitments, agreements, contracts, restrictions, or rights of
                any character to which the company is a party or by which the
                company may be bound obligating to issue, deliver or sell, or
                cause to be issued, delivered or sold, additional equity
                interest, or obligating the company to grant, extend or enter
                into any such option, warrant, call, conversion right,
                commitment, agreement, contract, understanding, restriction,
                arrangement or right. The company has no outstanding bonds,
                debentures, notes or any indebtedness.

          (iii) Xiao Jianbing and Xiao Qingping are the owners of all interests
                in and to M-In free and clear of all Encumbrances and, except
                any rights in favour of XFM in this Agreement, no other party
                has any rights, now existing or contingent, whether or not
                exercised or claimed and whether or not by exercise of the power
                of any Governmental Entity, to any interest in the company.

                                      -19-

<PAGE>

     (d)  Branches. The company does not presently own or control, directly or
          indirectly, any interest in any other corporation, association, or
          other business entity, and is not a participant in any joint venture,
          partnership, or similar arrangement, except as set out in Schedule C.
          The particulars of the company set out in Schedule C are true and
          accurate in all respects and the percentage of the equity interest
          shown therein as owned or controlled by any party is beneficially
          owned free from any Encumbrance, save as contained in the Group
          Structure Agreements. Save as expressly provided in the Group
          Structure Agreements, there is no agreement or arrangement in force
          which calls for the present or future issue or sale of, or grant to
          any person the right (whether conditional or otherwise) to call for
          the issue, sale or transfer of any share or loan capital of the
          company (including any option, notes, warrants or other securities or
          rights convertible or ultimately convertible into shares or equity
          interests in the company).

     (e)  Compliance with Laws and Other Instruments. The company holds all
          material licenses, permits, and authorizations from all governmental
          entities necessary for the lawful conduct of its business pursuant to
          all applicable statutes, laws, ordinances, rules, and regulations of
          all such authorities having jurisdiction over it or any part of its
          operations including without limitation the Licences as set out under
          Schedule N or the failure to obtain such licenses shall have a
          Material Adverse Change on the business or assets of the company.
          Except as set forth in the Disclosure Schedule, The company has duly
          and promptly performed all requisite inspections, including but not
          limited to, annual inspections by any Governmental Entity for the
          lawful conduct of its business and its operation and for it to validly
          and legally hold all its licenses, permits and authorizations.

     (f)  Corporate Governance. Neither the execution and delivery of this
          Agreement nor the performance by the company of its obligations under
          this Agreement will (i) conflict with or result in any breach of the
          PRC Charter Documents; (ii) require any Consent by any Governmental
          Entity, (iii) conflict with, result in a breach or default of, or give
          rise to any right of termination, cancellation or acceleration or
          result in the creation of any lien, charge, encumbrance, or
          restriction upon any of the properties or assets of the company or
          equity interest in the company under any law, statute, rule,
          regulation, judgment, decree, order, government permit, license or
          order or any mortgage, indenture, note, license, trust, agreement or
          other agreement, instrument or obligation to which the company is a
          party.

     (g)  Technology and Intellectual Property Rights.

          (i)   Schedule E contains a list of the Intellectual Property which
                includes the following:

                (A)  all patents, domain names, trademarks, trade names, trade
                     dress and service marks, and any applications and
                     registrations for

                                      -20-

<PAGE>

                     any of the foregoing, that is included in the Owned
                     Intellectual Property;

                (B)  all registered copyrights, and applications for registered
                     copyrights for any Owned Intellectual Property;

                (C)  all material products and services that currently are
                     published and/or offered by the company, or that are
                     currently under development by the company and scheduled to
                     be commercially released or offered within six (6) months
                     of the Closing Date;

                (D)  all material licenses and sublicenses of Owned Intellectual
                     Property;

                (E)  all Licensed Intellectual Property (other than license
                     agreements for standard "shrink wrapped, off the shelf,"
                     commercially available, third party products used by the
                     company) and any sublicenses thereto; and

                (F)  any material obligation of exclusivity, non-competition,
                     non-solicitation, first negotiation or "most favoured
                     nation" or "equally favoured nation" (e.g. obligating the
                     company to provide terms as favourable or more favourable
                     as granted to others) to which the company is subject under
                     any agreement that does not fall within the ambit of (D) or
                     (E) in this paragraph.

          (ii)  Except as set forth in the Disclosure Schedule, the company owns
                or has the right to use all Intellectual Property used or held
                for use in the conduct of its business without any conflict with
                the rights of others. All products and technology that have been
                or currently are published and/or offered by the company or are
                under development by the company, and all products and/or
                technology underlying any and all services that have been or
                currently are offered by the company or are under development by
                the company is either: (1) owned by the company, (2) in the
                public domain, or (3) rightfully used by the company pursuant to
                a valid written license or other agreement.

          (iii) The company is not, as a result of the execution or delivery of
                the Group Structure Agreements, nor performance of the company's
                obligations under the Group Structure Agreements will the
                company be in violation of any license, sublicense or other
                agreement relating to the Intellectual Property or of any
                non-disclosure agreement to which the company is a party or
                otherwise bound.

          (iv)  Except as set forth in the Disclosure Schedule, the company is
                not obligated to provide any financial consideration or other
                consideration to any third party, nor is any third party
                otherwise entitled to any

                                      -21-

<PAGE>

                financial consideration or other consideration, with respect to
                any exercise of rights by the company or its successors in the
                Intellectual Property.

          (v)   The company's use, reproduction, modification, distribution,
                licensing, sublicensing, sale, or any other exercise of rights
                in any Owned Intellectual Property by the company or its
                licensees does not infringe, misappropriate or violate any
                copyright, patent, trade secret, trademark, service mark, trade
                name, firm name, logo, trade dress, database right, moral
                rights, rights to use likeness, other intellectual property
                rights, right of privacy, right of publicity or right in
                personal or other data of any person. Further, except as set
                forth in the Disclosure Schedule, the use, reproduction,
                modification, distribution, licensing, sublicensing, sale, or
                any other exercise of rights in any Licensed Intellectual
                Property or any other authorized exercise of rights in or to
                Licensed Intellectual Property by the company or their licensees
                does not infringe, misappropriate or violate any copyright,
                patent, trade secret, trademark, service mark, trade name, firm
                name, logo, trade dress, moral right, database right, other
                intellectual property right, right of privacy, right of
                publicity or right in personal or other data of any person.
                Further, the distribution, licensing, sublicensing, sale, or
                other provision of products and services by the company or its
                resellers or licensees does not infringe, misappropriate or
                violate any copyright, patent, trade secret, trademark, service
                mark, trade name, firm name, logo, trade dress, moral right,
                database right, other intellectual property right, right of
                privacy, right of publicity or right in personal or other data
                of any person.

          (vi)  No action, suit or proceeding (i) challenging the validity,
                enforceability, or ownership by the company of any of Owned
                Intellectual Property or (ii) to the effect that the use,
                reproduction, modification, manufacturing, distribution,
                licensing, sublicensing, sale or any other exercise of rights in
                any Owned Intellectual Property by the company or its licensees
                infringes, misappropriate or violates any intellectual property
                or other proprietary or personal right of any person is pending
                or is threatened by any person. Further, no claim to the effect
                that the distribution, licensing, sublicensing, sale or other
                provision of products and services by the company or its
                resellers or licensees infringes, misappropriates or violates
                any intellectual property or other proprietary or personal right
                of any person is pending or, to the knowledge of the Vendors, is
                threatened by any person. There is no unauthorized use,
                infringement or misappropriation of any of Owned Intellectual
                Property by any third party, employee or former employee to the
                best knowledge of the Vendors.

          (vii) No other party has any security interests in any Intellectual
                Property.

                                      -22-

<PAGE>

          (viii) The company has secured from all parties who have created any
                 portion of, or otherwise have any rights in or to, Owned
                 Intellectual Property, other than employees of the company
                 whose work product was created by them entirely within the
                 scope of their employment by the company and constitutes work
                 made for hire owned by the company, valid written assignments
                 or licenses of any such work or other rights to the company
                 that are enforceable by the company and has made available true
                 and complete copies of such assignments or licenses to XFM.

          (ix)   The company owns all right, title and interest in and to all
                 data the company collect from or discloses about users of its
                 products and services. The company's practices regarding the
                 collection and use of consumer personal information are in
                 accordance in all respects with applicable laws and regulations
                 of all jurisdictions in which the company operates.

          (x)    No officer, director, stockholder or employee of the company,
                 nor any spouse, or relative thereof, owns directly or
                 indirectly, in whole or in part, any Intellectual Property.

          (y)    Except as set forth in the Disclosure Schedule, the Company has
                 not transferred, assigned, disposed in any manner of any
                 Intellectual Property.

     (h)  Financial Statements. There are no liabilities, claims or obligations
          against the company of any nature in excess of US$5,000, whether
          absolute, contingent, anticipated or otherwise, whether due or to
          become due, that are not shown in the April 30 Statements.

     (i)  Accounts Receivable. Except as set forth in the Disclosure Schedule,
          all of the accounts receivable shown in the April 30 Statements as of
          the Closing Date will have arisen out of bona fide transactions of the
          company in the ordinary course of business and have been collected or
          are good and collectible in the aggregate recorded amounts thereof
          (less the allowance for doubtful accounts also appearing in such April
          30 Statements and net of returns and payment discounts allowable by
          the company's policies) and can reasonably be anticipated to be paid
          in full without outside collection efforts within two hundred seventy
          (270) days of the due date.

     (j)  Taxes.

          (i)   Except as set forth in the Disclosure Schedule, the company has
                timely filed (or caused to be filed) all tax returns ("RETURNS")
                required to be filed by it. All taxes required to be paid
                (whether or not shown on any Return) in respect of the periods
                covered by such Returns ("RETURN PERIODS") have been paid or
                fully accrued up until Closing Date. The company has not
                requested or been granted any extension of time to

                                      -23-

<PAGE>

                file any Return. The Vendors have made available to XFM true and
                correct copies of all Returns, and all material correspondence
                with any taxing authority.

          (ii)  No deficiencies or adjustments for any tax of the company has
                been claimed, proposed or assessed or threatened in writing and
                not paid. There is currently no claim outstanding by an
                authority in a jurisdiction where the company does not file
                Returns that the company is or may be subject to taxation by
                that jurisdiction. Except as set forth in the Disclosure
                Schedule, the company is not subject to any pending or
                threatened tax audit or examination. The company has not entered
                into any agreements, waivers or other arrangements in respect of
                the statute of limitations in respect of its taxes or Returns.

          (iii) For the purposes of this Agreement, the terms "tax" and "taxes"
                shall include all taxes, assessments, duties, tariffs,
                registration fees, and other governmental charges in the nature
                of taxes including, all income, franchise, property, production,
                sales, use, payroll, license, windfall profits, value added,
                severance, withholding, excise, gross receipts and other taxes,
                as well as any interest, additions or penalties relating thereto
                and any interest in respect of such additions or penalties.

          (iv)  There are no liens for taxes upon the assets of the company
                except for taxes that are not yet payable. The company has
                withheld all taxes required to be withheld in respect of wages,
                salaries and other payments to all employees, officers and
                directors and any taxes required to be withheld from any other
                person and has timely paid all such amounts withheld to the
                proper taxing authority.

     (k)  Absence of Certain Changes and Events. Since the April 30 Statements,
          there has not been:

          (i)   Any transaction involving more than US$8,000 for a single
                transaction and a series of transactions involving in aggregate
                more than US$200,000 entered into by the company other than in
                the ordinary course of business;

          (ii)  Any declaration, payment, or setting aside of any dividend or
                other distribution to or for any of the holders of any equity
                interest;

          (iii) Any termination, modification, or rescission of, or waiver by
                the company of rights under, any contract having or reasonably
                likely to have a Material Adverse Change on the business of the
                company;

          (iv)  Any discharge or satisfaction by the company of any lien or
                encumbrance, or any payment of any obligation or liability
                (absolute or contingent) other than liabilities shown on the
                April 30 Statements and

                                      -24-

<PAGE>

                liabilities incurred since the date of the April 30 Statements
                in the ordinary course of business;

          (v)   Any mortgage, pledge, imposition of any security interest,
                claim, encumbrance, or other restriction created on any of the
                assets, tangible or intangible, of the company having or
                reasonably likely to have a Material Adverse Change on the
                business of the company;

          (vi)  Except as set forth in the Disclosure Schedule, any settlement
                amount of any claim, dispute, suit, proceeding or investigation
                regarding the company; or

          (vii) Any event or condition resulting in a Material Adverse Change on
                the business of the company.

     (l)  Leases in Effect; Real Estate. All real property leases and subleases
          to which the company is a party and any amendments or modifications
          thereof are listed in Schedule F (each a "LEASE" and, collectively,
          the "LEASES"). The company has a valid leasehold interest under such
          Leases. There are no existing defaults, and the company has not
          received or given any written notice of default or claimed default
          with respect to any Lease and there is no event that with notice or
          lapse of time, or both, would constitute a default thereunder. All
          real property occupied by the company is subject to a written lease.
          The company holds no interest in real property other than the Leases.

     (m)  Personal Property. The company has valid title, free and clear of all
          title defects, security interests, pledges, options, claims, liens,
          and encumbrances of any nature whatsoever to all inventory,
          receivables, furniture, machinery, equipment, and other personal
          property, tangible or otherwise, reflected on the April 30 Statements,
          except for acquisitions and dispositions since the date of the April
          30 Statements in the ordinary course of business and not exceeding
          US$1,000.

     (n)  Litigation and Other Proceedings. None of the company nor any of its
          past or present officers, directors, or employees, is a party to any
          pending or, threatened action, suit, labour dispute (including any
          union representation proceeding), proceeding, investigation, or
          discrimination claim in or by any court or governmental board,
          commission, agency, department, or officer, or any arbitrator, arising
          from the actions or omissions of the company or affecting any
          properties, assets or capital of the company, nor is there any
          reasonable basis for any such action, suit, labour dispute,
          proceeding, investigation or discrimination claim, or, in the case of
          an individual, from acts in his or her capacity as an officer,
          director, employee, agent or contractor of the company. Except as set
          forth in the Disclosure Schedule, the company is not a named party to
          any order, writ, judgment, decree, or injunction.

     (o)  No Defaults. The company is and has not received written notice that
          it would be with the passage of time, in default or violation of any
          term, condition, or

                                      -25-

<PAGE>

          provision of (i) its PRC Charter Documents; (ii) any judgment, decree,
          or order to which the company is a named party; or (iii) any loan or
          credit agreement, note, bond, mortgage, indenture, contract,
          agreement, lease, license, or other instrument to which the company is
          now a party or by which it or any of its properties or assets is
          bound, except for defaults and violations which have been cured or,
          individually or in the aggregate, would not have a Material Adverse
          Change on the business of the company.

     (p)  Material Contracts. Except for the agreements set out in Schedule G
          (the "MATERIAL CONTRACTS") the company is not a party to or bound by:

          (i)   Except as set forth in the Disclosure Schedule, any employment
                contract or arrangement providing for annual salary in excess of
                US$30,000 with any officer or employee or with any consultant or
                director providing for annual compensation in excess of
                US$30,000;

          (ii)  Any plan or contract or arrangement, written or oral, providing
                for bonuses, pensions, deferred compensation, retirement
                payments, profit-sharing, severance, acceleration of vesting of
                benefits, payments upon change of control events, or the like;

          (iii) Any joint venture contract or arrangement or any other agreement
                that has involved or is expected to involve a sharing of
                profits;

          (iv)  Reseller or distribution agreement, volume purchase agreement,
                corporate end user sales or service agreement, reproduction or
                replication agreement or manufacturing agreement in which the
                amount involved exceeds annually, US$50,000 or pursuant to which
                the company has granted or received manufacturing rights, most
                favoured nation pricing provisions, or exclusive marketing,
                reproduction, publishing or distribution rights related to any
                product, group of products or territory;

          (v)   Any agreement, franchise, or indenture where the amount of
                consideration payable thereunder is greater than US$50,000 in
                any year during the term of such agreement, franchise or
                indenture and which has not been terminated or performed in its
                entirety and not renewed which may be, by its terms, terminated,
                impaired, or adversely affected by reason of the execution of
                this Agreement, Closing Date, or the consummation of the
                transactions contemplated;

          (vi)  Any license, permit, or authorization which has not been
                terminated or performed in its entirety and not renewed which
                may be, by its terms, terminated, impaired, or adversely
                affected by reason of the execution of this Agreement, the
                Closing Date or the consummation of the transactions
                contemplated;

                                      -26-

<PAGE>

          (vii)  Except for trade indebtedness incurred in the ordinary course
                 of business, any instrument evidencing or related in any way to
                 indebtedness incurred in the acquisition of companies or other
                 entities or indebtedness for borrowed money by way of direct
                 loan, sale of debt securities, purchase money obligation,
                 conditional sale, guarantee, or otherwise which individually is
                 in the amount of US$5,000 or more; or

          (viii) Any contract containing covenants purporting to limit the
                 company's freedom to compete in any line of business in any
                 geographic area.

          All Material Contracts are valid and in full force and effect and the
          company has not, nor has any other party thereto, breached any
          material provisions of, or entered into default in any material
          respect under the terms thereof other than such beaches or defaults
          that have been cured or that would not cause a Material Adverse Change
          to the assets or business of the company. The Vendor has made
          available to XFM a copy of each Material Contract specified in
          Schedule G together with all amendments, material written waivers or
          other material written changes thereto. All the material contracts as
          set out under Part A of Schedule G are valid and in full force and
          effect and the Vendors are not aware of any facts or events which may
          result in any of the Material Contracts to be terminated prior to
          expiry by the relevant parties. All Material Contracts listed in Part
          B of Schedule G are valid and in full force and effect and the Vendors
          are not aware of any facts or events which may result in any of such
          contracts not being renewed.

     (q)  Assets. The company has legal and beneficial ownership of all assets
          owned, possessed or used by the company as indicated in the April 30
          Statements free and clear of any Encumbrances. No other Person owns
          any such property and assets which are being used by the company
          except for the leased property and personal property leased by the
          company pursuant to the Material Contracts.

     (r)  Material Relations. None of the parties to any of the Material
          Contracts have in any way expressed to the company or the Vendors any
          intent to reduce the amount of or terminate its business with the
          company in the future. In particular, all the contracts and
          arrangement with China Mobile (CHINESE CHARACTERS) which entitle M-In
          to conduct business nation wide with respect to (i) multimedia message
          service; (iii) wireless application protocol; (iv) interactive voice
          response; and (v) mobile game (Java) and at individual provinces with
          respect to (i) short message service; and (ii) mobile color ring bank
          tone shall be valid and in full force and effect and shall be
          renewable at the discretion of the company throughout until the
          Closing Date. There is no Material Adverse Change on the company's
          cooperation with China Mobile (CHINESE CHARACTERS).

     (s)  Insurance and Banking Facilities. Schedule H contains a complete and
          correct list of (i) all contracts of insurance or indemnity of the
          company in force at the date of this Agreement (including name of
          insurer or indemnitor, agent, annual premium, coverage, deductible
          amounts, and expiration date) and (ii) the names and locations of all
          banks in which the company has accounts or safe

                                      -27-

<PAGE>

          deposit boxes, the designation of each such account and safe deposit
          box, and the names of all persons authorized to draw on or have access
          to each such account and safe deposit box. All premiums and other
          payments due from the company with respect to any such contracts of
          insurance or indemnity have been paid, and there are no act, or
          failures to act that has or might cause any such contract to be
          cancelled or terminated. All known claims for insurance or indemnity
          have been presented.

     (t)  Employees. The company has no written or oral contract of employment
          or other employment agreement with any of its employees (including any
          contracts relating to the temporary use or loaning of employees) that
          are not terminable at will by the company without payment of severance
          or termination payments or benefits. Except as would not have a
          Material Adverse Change on the business or assets of the company, the
          company is not a party to any pending or threatened labour dispute
          concerning the company's business or employment practices or the
          subject of any organizing drive, labour grievance or petition to
          certify a labour union. The company has complied with in all material
          aspects all applicable laws, treaties, ordinances, rules, and
          regulations and requirements relating to the employment of labour.
          Except as would not have a Material Adverse Change on the business or
          assets of the company, there are no claims pending or to the best of
          the knowledge of the Vendors, threatened to be brought against the
          company, in any court or administrative agency by any former or
          current employees of the company. Except as set forth in the
          Disclosure Schedule, the company has made all required contributions
          under the laws of the PRC in respect of wages, salaries and other
          payments to all employees, officers and directors and has timely paid
          all such amounts to the proper PRC authority except as would not have
          a Material Adverse Change on the business or assets of the company.

     (u)  Certain Agreements. Neither the execution and delivery of this
          Agreement nor the performance of its obligations contained in them
          will: (i) result in any payment by the company (including severance,
          unemployment compensation, parachute payment, bonus or otherwise)
          becoming due to any director, employee, or independent contractor of
          the company under any employee benefit plan, agreement, or otherwise,
          (ii) increase any benefits otherwise payable under any employee
          benefit plan or agreement, or (iii) result in the acceleration of the
          time of payment or vesting of any such benefits.

     (v)  Guarantees and Suretyships. The company has no powers of attorney
          outstanding and the company has no obligations or liabilities
          (absolute or contingent) as guarantor, surety, co-signer, endorser,
          co-maker, or otherwise respecting the obligations or liabilities of
          any person, corporation, partnership, joint venture, association,
          organization, or other entity other than as an endorser of negotiable
          instruments in the ordinary course of business.

     (w)  Absence of Questionable Payments. None of the company nor any of its
          respective Affiliates, directors, officers, agents, employees or other
          persons acting on its behalf, has used any corporate or other funds
          for unlawful

                                      -28-

<PAGE>

          contributions, payments, gifts, or entertainment, or made any unlawful
          expenditures relating to political activity to government officials or
          others or established or maintained any unlawful or unrecorded funds.
          None of the company nor any of its respective Affiliates, directors,
          officers, agents, employees or other persons acting on their behalf,
          has accepted or received any unlawful contributions, payments, gifts,
          or expenditures.

6.3  General

     (a)  The Group Structure Agreements. In respect of the parties or persons
          under the Control of the Vendors (i) Each of the Group Structure
          Agreements has been duly executed by the parties thereto, are in full
          force and effect and constitutes the valid and legally binding
          obligation of the parties thereto, enforceable in accordance with its
          terms, except (1) as limited by applicable bankruptcy, insolvency,
          reorganisation, moratorium, and other laws of general application
          affecting enforcement of creditors' rights generally, and (2) as
          limited by laws relating to the availability of specific performance,
          injunctive relief, or other equitable principles. (ii) The execution,
          delivery and performance of each of the Group Structure Agreements by
          the parties thereto do not conflict with or violate any existing and
          publicized law, regulation or governmental order in the PRC. (iii)
          Except as set forth in the Disclosure Schedule, the execution,
          delivery and performance of each of the Group Structure Agreements by
          the parties thereto do not and will not require any other consent,
          approval, authorization or other order of, action by, filing with or
          notification to, any governmental authority in the PRC or, if any such
          consent, approval, authorization, order, action, filing or
          notification is required, they have been obtained or made or will be
          obtained or made prior to the Closing Date.

     (b)  The Closing Deliverable Agreements. On or before Closing Date, each of
          the Closing Deliverable Agreements will have been duly executed by the
          parties thereto and, as at Closing Date, will be in full force and
          effect and will constitute the valid and legally binding obligations
          of the parties thereto enforceable in accordance with their terms at
          Closing Date.

     (c)  Full Disclosure. (i) The Vendors are not aware of any facts which
          could materially adversely affect it, any member of the Group, the PRC
          Company or which are likely in the future to materially adversely
          affect any of them and which have not been disclosed by or on behalf
          of the Vendors in connection with or pursuant to this Agreement. (ii)
          No representation or warranty in this Agreement, nor any statement or
          certificate furnished or to be furnished to XFM pursuant to or in
          connection with this Agreement contains or will contain any untrue
          statement of material fact, or omits or will omit to state a material
          fact necessary to make the statements contained herein or therein not
          misleading.

     (d)  Reliance. The representations and warranties are made by the Vendors
          with the knowledge and expectation that XFM are placing reliance
          thereon.

                                      -29-

<PAGE>

6.4  Vendors and Covenantors

     (a) Organisation and Qualification. It is a person or a legal entity duly
     organised and validly existing under the laws of its jurisdiction of
     incorporation.

     (b) Authorisation and Authority. It has taken all corporate or other action
     required to authorise, and has duly authorised, the execution, delivery and
     performance of this Agreement and upon due execution and delivery the same
     will constitute its legal, valid and binding obligations enforceable in
     accordance with its terms.

     (c) Power and Authority. It has full power and authority to make the
     covenants and representations referred to herein and to sale the Company
     Shares and to execute, deliver and perform this Agreement.

     (d) Compliance with Laws and Other Instruments. It holds, and at all times
     has held all licenses, permits, and authorizations from all governmental
     entities necessary for the lawful conduct of its business pursuant to all
     applicable statutes, laws, ordinances, rules, and regulations of all such
     authorities having jurisdiction over it or any part of its operations.
     There are no violations or claimed violations of any such license, permit,
     or authorization, or any such statute, law, ordinance, rule or regulation,
     except for those violations which will not cause Material Adverse Change to
     the business or assets of the PRC Company.

     (e) Corporate Governance. Neither the execution and delivery of this
     Agreement nor the performance by it of its obligations under this Agreement
     will (i) conflict with or result in any breach of its charter documents;
     (ii) require any Consents by Governmental Entity, (iii) conflict with,
     result in a breach or default of, or give rise to any right of termination,
     cancellation or acceleration or result in the creation of any lien, charge,
     encumbrance, or restriction upon any of the properties or assets of it or
     its shares under, any law, statute, rule, regulation, judgment, decree,
     order, government permit, license or order or any mortgage, indenture,
     note, license, trust, agreement or other agreement, instrument or
     obligation to which it is a party.


7.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF XFM

     XFM hereby represents, warrants and covenants to the Vendors that each of
     the following statements is true:

7.1  Organisation and Qualification. It is a person or a legal entity duly
     organised and validly existing under the laws of its jurisdiction of
     incorporation.

7.2  Authorisation. It has taken all corporate or other action required to
     authorise, and has duly authorised, the execution, delivery and performance
     of this Agreement and upon due execution and delivery the same will
     constitute its legal, valid and binding obligations enforceable in
     accordance with its terms.

                                      -30-

<PAGE>

7.3  Power and Authority. It has full power and authority to make the covenants
     and representations referred to herein and to purchase the Company Shares
     and to execute, deliver and perform this Agreement. It has the capacity to
     pay the Company Shares Consideration and other payment as provided in this
     Agreement to the Vendors.

7.4  Compliance with Laws and Other Instruments. It holds, and at all times has
     held all licenses, permits, and authorizations from all governmental
     entities necessary for the lawful conduct of its business pursuant to all
     applicable statutes, laws, ordinances, rules, and regulations of all such
     authorities having jurisdiction over it or any part of its operations.
     There are no violations or claimed violations of any such license, permit,
     or authorization, or any such statute, law, ordinance, rule or regulation.

7.5  Corporate Governance. Neither the execution and delivery of this Agreement
     and Ancillary Agreements nor the performance by it of its obligations under
     this Agreement and Ancillary Agreements will (i) conflict with or result in
     any breach of its charter documents; (ii) require any Consents by
     Governmental Entity, (iii) conflict with, result in a breach or default of,
     or give rise to any right of termination, cancellation or acceleration or
     result in the creation of any lien, charge, encumbrance, or restriction
     upon any of the properties or assets of it or its shares under, any law,
     statute, rule, regulation, judgment, decree, order, government permit,
     license or order or any mortgage, indenture, note, license, trust,
     agreement or other agreement, instrument or obligation to which it is a
     party.


8.   CONDITIONS OF XFM'S OBLIGATIONS TO MAKE THE CLOSING PAYMENT AND THE PRC
     PAYMENT

     The obligations of XFM under this Agreement to complete the purchase of the
     Company Shares and pay the Closing Payment are subject to the satisfaction
     or waiver of each of the following (each a "CONDITION" and, collectively,
     the "CONDITIONS"):

8.1  Representations and Warranties. All representations and warranties shall be
     true on and as of the Closing Date with the same effect as though such
     representations and warranties had been made on and at such date.

8.2  Due Diligence. XFM has completed its due diligence review of the Group and
     is satisfied with the results thereof.

8.3  Performance. Each member of the Group shall have performed and complied
     with all agreements, obligations and conditions contained in this
     Agreement, the Ancillary Agreements that are required to be performed or
     complied with by it on or before the Closing Date.

8.4  No Material Adverse Change. There has not occurred any Material Adverse
     Change in the Group's business, financial condition, assets or operations
     since the date of signing of this Agreement.

                                      -31-

<PAGE>

8.5  Deliverables. All matters and transactions contemplated in Clause 3 have
     been completed to the satisfaction of XFM and all documents contemplated to
     be executed and delivered in Clauses 3.1 and 3.5 have been delivered in the
     forms required.

8.6  Board Approval. XFM's board of directors shall have authorized and approved
     the execution and delivery of the Agreement and the Ancillary Agreements.

8.7  Group Structure Agreements. All the Group Structure Agreements have been
     duly executed and delivered by all parties thereto other than XFM, its
     Affiliates or Nominees.

8.8  Equity Transfer. The Equity Transfer has been duly completed and all
     documents required to be filed with or delivered to Governmental Entity
     have been so filed or delivered and all approvals, registration and permits
     for the Equity Transfer has been duly obtained and completed pursuant to
     Clause 3.

8.10 M-In Board Composition. All documents required to change the directors of
     M-In to nominees of XFM shall have been duly completed and signed and,
     where applicable, filed, submitted to or registered with the relevant
     Governmental Entity.

8.11 Licenses. All Licenses shall be valid and in full force and shall be
     renewable solely by M-In or its branch throughout the period from the date
     of signing of this Agreement Closing Date.

8.12 Company Minimum Funds.

     (a)  The Company has at least US$120,000 (the "Company Minimum Funds") at
          the date of its incorporation of which a portion of the said amount
          remains in its bank account (the "Company Minimum Funds").

     (b)  If the amount in the Company's bank account at Closing is less than
          the Company Minimum Funds, the Vendors and the Covenantors shall
          provide to XFM the bank statements, receipts or other evidence of
          expenses to the satisfaction of XFM of the use of the Company's funds
          since incorporation of the Company And:

          (i)  if the Company incurred all expenses to the satisfaction of XFM,
               XFM may deduct any shortfall between the aggregate of the actual
               amount in the Company's account and US$100,000 from the 2007
               Amount; and

          (ii) in any other case, XFM may deduct any shortfall between the
               aggregate of the actual amount in the Company's account and
               US$100,000 from the 2007 Amount.


9.   INDEMNITY

                                      -32-

<PAGE>

9.1  Indemnity of XFM. The Vendors and the Covenantors will jointly and
     severally indemnify and will keep indemnified and save harmless XFM and its
     nominees from and against the following (collectively, the "LOSSES"),
     expect to the extent any such Losses are caused by the wilful misconduct or
     gross negligence of XFM :

     (a)  any and all losses, claims, damages (including damages, interest,
          penalties, fines and monetary sanctions) liabilities and costs
          incurred or suffered by XFM or its nominees by reason of, resulting
          from, in connection with, or arising in any manner whatsoever out of
          the breach of any warranty, representation or covenant given under and
          subject to Section 6 or the inaccuracy of any representation given
          under and subject to Section 6 made in respect of any the Group
          contained or referred to in this Agreement in connection therewith
          provided that the indemnity contained in this Clause shall be without
          prejudice to any other rights and remedies available to XFM;

     (b)  the non-fulfilment or breach of any covenant, undertaking, agreement
          or other obligation of any member of the Group to any of the Group
          Structure Agreements prior to Closing Date;

     (c)  save as disclosed in the April 30 Statements, any and all losses,
          claims, damages liabilities and costs incurred or suffered by any
          member of the Group by reason of, resulting from, in connection with,
          or arising in any manner whatsoever out of or from any action,
          inaction or omission prior to Closing Date including, but not limited
          to, any diminution in the value of the assets of any of the member of
          the Group and any payment made or required to be made by the member of
          the Group and any costs and expenses incurred as a result of such
          breach provided that the indemnity contained in this Clause shall be
          without prejudice to any other rights and remedies available to XFM;
          or

     (d)  any claims arising from or in connection with any of the matters
          disclosed in Section 6.2(g) II or 6.2(g) III of the Disclosure
          Schedule.

     (e)  Notwithstanding anything to the contrary herein, (i) Losses shall not
          include indirect, incidental, consequential, special, punitive or
          exemplary damages; and (ii) in no event shall the obligations of the
          Vendors and the Covenantors in aggregate under this Agreement exceed
          an amount equal to the total amounts paid to the Vendors hereunder and
          subject to XFM's right to holdback under Clause 9.6 and set off any
          obligations not met by the total amounts paid against future amounts
          payable but in no event should the amount of the obligations of the
          Vendors and Covenantors exceed the aggregate amounts to be paid to the
          Vendors under this Agreement.

9.2  Costs. For the purposes of this Clause, "costs" includes reasonable
     lawyers' and accountants' fees and expenses, court costs and all other
     out-of-pocket expenses.

9.3  Survival of Warranties and Indemnity. The representations and warranties of
     the Covenantors and the Vendors to this Agreement given under and subject
     to Section 6 and the rights to indemnification under this Agreement with
     respect to them shall survive until 31 March 2009.

                                      -33-

<PAGE>

9.4  Third Party Claims. A party entitled to indemnification hereunder (an
     "INDEMNIFIED PARTY") shall notify promptly the indemnifying party (the
     "INDEMNIFYING PARTY") in writing of the commencement of any action or
     proceeding with respect to which a claim for indemnification may be made
     pursuant to this Agreement. In case any claim, action or proceeding is
     brought against an Indemnified Party and the Indemnified Party notifies the
     Indemnifying Party in writing of the commencement thereof, the Indemnifying
     Party shall be entitled to participate therein and to assume the defense
     thereof, to the extent that it chooses, with counsel reasonably
     satisfactory to such Indemnified Party, and after notice from the
     Indemnifying Party to such Indemnified Party that it so chooses, the
     Indemnifying Party shall not be liable to such Indemnified Party for any
     legal or other expenses subsequently incurred by such Indemnified Party in
     connection with the defense thereof other than reasonable costs of
     investigation; provided, however, that (i) if the Indemnifying Party fails
     to take reasonable steps necessary to defend diligently the action or
     proceeding within twenty (20) calendar days after receiving notice from
     such Indemnified Party that the Indemnified Party reasonably believes it
     has failed to do so; or (ii) if such Indemnified Party who is a defendant
     in any claim or proceeding which is also brought against the Indemnifying
     Party reasonably shall have concluded that there may be one or more legal
     defenses available to such Indemnified Party which are not available to the
     Indemnifying Party; or (iii) if representation of both parties by the same
     counsel is otherwise inappropriate under applicable standards of
     professional conduct, then, in any such case, the Indemnified Party shall
     have the right to assume or continue its own defense as set forth above
     (but with no more than one firm of counsel for all Indemnified Parties in
     each jurisdiction), and the Indemnifying Party shall be liable for any
     expenses therefor.

9.5  Settlement of Claims.

     (a)  No Indemnifying Party shall, without the written consent of the
          Indemnified Party, effect the settlement or compromise of, or consent
          to the entry of any judgment with respect to, any pending or
          threatened action or claim in respect of which indemnification may be
          sought hereunder (whether or not the Indemnified Party is an actual or
          potential party to such action or claim) unless such settlement,
          compromise or judgment (i) includes an unconditional release of the
          Indemnified Party from all liability arising out of such action or
          claim, (ii) does not include a statement as to or an admission of
          fault, culpability or a failure to act, by or on behalf of any
          Indemnified Party and (iii) does not include any injunctive or other
          non-monetary relief.

9.6  Hold back.

     (a)  Upon the timely receipt by the Indemnifying Party of a certificate
          signed by an officer of the Indemnified Party (an "INDEMNIFICATION
          CERTIFICATE"): (a) stating (i) that the Indemnified Party has paid,
          properly accrued or otherwise sustained, a Loss; (ii) or made a
          reasonable determination in good faith that it will sustain, have to
          pay, or accrue Loss(es), and (b) specifying in reasonable detail the
          individual items of Loss(es) included in the amount so stated, the

                                      -34-

<PAGE>

          date each such item was sustained, paid, accrued, or the basis for
          such anticipated Loss, and the nature of the breach of representation,
          warranty or covenant to which such item is related, the Indemnifying
          Party shall, subject to the provisions hereof (including, without
          limitation, Clause 9.6(b), (c), (d) hereof), deliver to the
          Indemnified Party, in cash, an amount equal to such Loss(es). In case
          the Indemnified Party is XFM, XFM shall be entitled to holdback the
          same amount from the 2007 Amount or 2008 Amount ("HOLDBACK AMOUNT").

     (b)  If the Indemnifying Party objects in writing to any claim made in an
          Indemnification Certificate within ten (10) Business Days after
          delivery of the Indemnification Certificate, both Parties shall
          attempt in good faith for ten (10) Business Days after delivery of the
          Indemnifying Party's written objection to agree to the settlement of
          such claims. If the Parties should so agree, a memorandum setting
          forth such agreement shall be prepared and signed by all such Parties.

     (c)  If no such agreement can be reached during such ten (10)-Business
          Days, either Party may submit the dispute to arbitration under this
          Agreement.

9.7  Certain Tax Matters. The Vendors and the Covenantors shall jointly and
     severally indemnify XFM and hold it harmless from and against any loss,
     claim, liability, expense, or other damage attributable to (i) any and all
     taxes (or the non-payment thereof) of any member of the Group or the
     Company or any subsidiary of the Company for all taxable periods ending on
     or before the Closing Date ("PRE-CLOSING TAX PERIOD"), (ii) all taxes of
     any member of an affiliated, consolidated, combined or unitary group of
     which any member of the Group (or any predecessor of any of the foregoing)
     is or was a member on or prior to the Closing Date, and (iii) any and all
     taxes of any person (other than any member of the Group) imposed on any
     member of the Group as a transferee or successor, by contract or pursuant
     to any law, rule, or regulation, which taxes relate to an event or
     transaction occurring before the Closing. Payment in full of any amount due
     from the Vendors and/or Covenantors under this Clause 9.7 shall be made to
     XFM in immediately available funds at least two Business Days before the
     date payment of the taxes to which such payment relates is due, or, if no
     tax is payable, within fifteen days after written demand is made for such
     payment. Notwithstanding the foregoing, (i) XFM shall provide the Vendors
     and the Covenantors with reasonably prompt written notice of any proposed
     tax adjustment that may give rise to the Vendors and Covenantors'
     indemnification obligation hereunder, shall cooperate with the Vendors and
     Covenantors and permit the Vendors and/or the Covenantors to participate,
     at their own expense, in the audit or other proceeding. Notwithstanding the
     preceding sentence, in the event that Vendors and/or Covenantors want to
     accept a proposed settlement of a tax claim for which they have an
     indemnity obligation pursuant to this Clause 9.6 (the "TAX SETTLEMENT
     OPTION") and XFM determines that it prefers to pursue the tax claim
     further, XFM may pursue the tax claim without the participation of Vendors
     or the Covenantors PROVIDED THAT in such case the maximum amount of
     liability of the Vendors and the Covenantors under such tax claim shall not
     exceed the amount for which they would have been liable if the Tax
     Settlement Option were accepted.

                                      -35-

<PAGE>

     In the case of any taxable period that ends on or before the Closing Date
     (a "STRADDLE PERIOD"), the amount of any taxes based on or measured by
     income or receipts of the Group or any member thereof for the Pre-Closing
     Tax Period shall be determined based on an interim closing of the books as
     of the close of business on the Closing Date, and the amount of other taxes
     of the Group for a Straddle Period which relate to the Pre-Closing Tax
     Period shall be deemed to be the amount of such tax for the entire taxable
     period multiplied by a fraction the numerator of which is the number of
     days in the taxable period ending on the Closing Date and the denominator
     of which is the number of days in such Straddle Period.]


10.  TERMINATION

10.1 Termination. This Agreement may be terminated at any time prior to the
     Closing Date:

     (a)  by XFM if, between the date hereof and the Closing Date: (i) there is
          a Material Adverse Change caused by the Vendors' breach of any
          provision of this Agreement or the Ancillary Agreements, (ii) any
          representations and warranties made by the Vendors as contained in
          this Agreement shall not have been materially true and correct when
          made, (iii) the Vendors shall not have complied in all material
          respects with the covenants or agreements contained in this Agreement
          to be complied with by it or (iv) the PRC Company who is a party to
          any of the Group Structure Agreements makes a general assignment for
          the benefit of creditors, or any proceeding shall be instituted by or
          against the PRC Company seeking to adjudicate it bankrupt or
          insolvent, or seeking liquidation, winding up or reorganization,
          arrangement, adjustment, protection, relief or composition of its
          debts under any law related to bankruptcy, insolvency or
          reorganization;

     (b)  by the Vendors if, between the date hereof and the Closing Date: (i)
          any representations and warranties made by XFM contained in this
          Agreement shall not have been materially true and correct, (ii) XFM
          shall not have complied in all material respects with the covenants or
          agreements contained in this Agreement to be complied with by it or
          (iii) XFM makes a general assignment for the benefit of creditors, or
          any proceeding shall be instituted by or against XFM seeking to
          adjudicate XFM in question bankrupt or insolvent, or seeking
          liquidation, winding up or reorganization, arrangement, adjustment,
          protection, relief or composition of its debts under any law related
          to bankruptcy, insolvency or reorganization;

     (c)  by XFM or the Vendors in the event that any competent governmental
          authority in the PRC shall have issued an order, decree or ruling or
          taken any other action restraining, enjoining or otherwise prohibiting
          the transactions contemplated by this Agreement or the proposed
          business and operation of the Group or the Group Structure Agreements;
          or

                                      -36-

<PAGE>

     (d)  by the written consent of XFM and the Vendors.

10.2 Effect of Termination. In the event of termination of this Agreement as
     provided in Clause 10.1, this Agreement shall forthwith become void
     provided that nothing herein shall relieve any party hereto from liability
     for any breach of this Agreement. If, on the date of termination of this
     Agreement, without prejudice to any other rights and remedies of XFM
     hereunder, any Equity Interests have been transferred to the Nominees, if
     requested by the Vendors, XFM shall procure the Nominees to transfer the
     Equity Interests to the Vendors and take such actions as are necessary for
     XFM or its Nominees to assign the Equity Interests back to vendors thereof.
     XFM shall procure its nominees to grant the vendors of the Equity Interests
     a limited power of attorney to conduct all legal procedures in order to
     consummate the forgoing actions, where such representation is legally
     permissible, without restrictions towards legal entities and natural
     persons, public authorities and courts, to do, sign under hand (or, as
     required, under personal seal), deliver, receive and perform all and any
     acts, matters, statements and things which may be necessary to put the
     vendors of the Equity Interests in ownership, possession, and operating
     control of the Equity Interests, including execution, acknowledgment and
     recordation of specific assignments, oaths, declarations and other
     documents on a country-by-country basis and such other instruments of sale,
     transfer, conveyance, and assignment as may be required for this purpose.


11.  CONFIDENTIALITY AND NON-DISCLOSURE

11.1 Non-Disclosure of Terms. The terms and conditions of this Agreement and the
     Ancillary Agreements, including their existence, shall be considered
     confidential information and shall not be disclosed by any party hereto to
     any third party except in accordance with the provisions set forth below;
     provided that such confidential information shall not include any
     information that is in the public domain other than by the breach of the
     confidentiality obligations hereunder.

11.2 Press Releases, Etc. Any press release issued by any party hereto or any
     member of the Group in relation to this Agreement shall be approved in
     advance in writing by the each Party to this Agreement, whose consent shall
     not be unreasonably withheld. No other announcement regarding any of the
     terms set out in this Agreement in a press release, conference,
     advertisement, announcement, professional or trade publication, mass
     marketing materials or otherwise to the general public may be made without
     the prior written consent of each Party to this Agreement, whose consent
     shall not be unreasonably withheld.

11.3 Permitted Disclosures. Notwithstanding the foregoing, any party may
     disclose any of the terms set out in this Agreement to its current or bona
     fide, employees, bankers, lenders, partners, accountants and attorneys and
     other professional advisers, in each case only where such persons or
     entities are under appropriate non-disclosure obligations.

11.4 Legally Compelled Disclosure. In the event that any party is requested or
     becomes legally compelled (including without limitation, pursuant to
     securities laws and

                                      -37-

<PAGE>

     regulations) to disclose the existence or terms of this Agreement or the
     Ancillary Agreements in contravention of the provisions of this Clause,
     such party (the "DISCLOSING PARTY") shall provide the other parties (the
     "NON-DISCLOSING PARTIES") with prompt written notice of that fact and use
     all reasonable efforts to seek (with the cooperation and reasonable efforts
     of the other parties) a protective order, confidential treatment or other
     appropriate remedy. In such event, the Disclosing Party shall furnish only
     that portion of the information which is legally required and shall
     exercise reasonable efforts to keep confidential such information to the
     extent reasonably requested by any Non-Disclosing Party. If disclosure is
     required then to the extent that disclosure of the Ancillary Agreements
     complies such disclosure requirement then this Agreement shall remain
     confidential.

11.5 Other Information. The provisions of this Clause shall be in addition to,
     and not in substitution for, the provisions of any separate nondisclosure
     agreement executed by any of the parties hereto with respect to the
     transactions contemplated hereby.


12.  MISCELLANEOUS

12.1 Successors and Assigns. Except as otherwise provided herein, the terms and
     conditions of this Agreement shall inure to the benefit of and be binding
     upon the respective successors and assigns of the parties. Nothing in this
     Agreement, express or implied, is intended to confer upon any party other
     than the parties hereto or their respective successors and assigns any
     rights, remedies, obligations, or liabilities under or by reason of this
     Agreement, except as expressly provided in this Agreement.

12.2 Governing Law and Jurisdiction. This Agreement shall be governed by and
     construed in accordance with the laws of Hong Kong.

12.3 Arbitration. Any dispute, controversy or claim arising out of or relating
     to this Agreement, or the breach, termination or invalidity thereof, shall
     be settled by binding arbitration in accordance with the UNCITRAL
     Arbitration Rules as present in force in the manner set forth in this
     Clause 12.3:

     (a)  The procedures of this Clause 12.3(b) may be initiated by a written
          notice (a "DISPUTE NOTICE") given by one party (a "CLAIMANT") to the
          other, but not before thirty (30) days have passed during which the
          parties have been unable to reach a resolution. The Dispute Notice
          shall be accompanied by (i) a statement of the Claimant describing the
          dispute in reasonable detail and (ii) documentation, if any,
          supporting the Claimant's position on the dispute. Within twenty (20)
          days after the other party's (the "RESPONDENT") receipt of the Dispute
          Notice and accompanying materials, the dispute shall be resolved by
          binding arbitration in Hong Kong under the UNCITRAL Arbitration Rules.
          All arbitration procedures pursuant to this paragraph (a) shall be
          confidential and treated as compromise and settlement negotiations and
          shall not be admissible in any arbitration or other proceeding.

     (b)  The parties shall agree on a single arbitrator to resolve the dispute.
          If the Parties fail to agree on the designation of an arbitrator
          within a twenty (20)-

                                      -38-

<PAGE>

          day period the Hong Kong International Arbitration Centre shall be
          requested to designate the single arbitrator. If the arbitrator
          becomes disabled, resigns or is otherwise unable to discharge the
          arbitrator's duties, the arbitrator's successor shall be appointed in
          the same manner as the arbitrator was appointed.

     (c)  Any award arising out of arbitration (i) shall be binding and
          conclusive upon the parties; (ii) shall be limited to a holding for or
          against a party, and affording such monetary remedy as is deemed
          equitable, just and within the scope of this Agreement; (iii) may not
          include special, indirect, incidental, consequential, special,
          punitive or exemplary damages or diminution in value; (iv) may in
          appropriate circumstances include injunctive relief; and (v) may be
          entered in a court .

     (d)  Arbitration shall not be deemed a waiver of any right of termination
          under this Agreement, and the arbitrator is not empowered to act or
          make any award other than based solely on the rights and obligations
          of the parties prior to termination in accordance with this Agreement.

     (e)  The arbitrator may not limit, expand or otherwise modify the terms of
          this Agreement.

     (f)  Each party shall bear its own expenses incurred in any arbitration or
          litigation, but any expenses related to the compensation and the costs
          of the arbitrator shall be borne equally by the parties to the
          dispute.

     (g)  If any action or proceeding is commenced to construe or enforce this
          Agreement or the rights and duties of the parties hereunder, then the
          party prevailing in that action, and any appeal thereof, shall be
          entitled to recover its attorney's fees and costs in that action or
          proceeding, as well as all costs and fees of any appeal or action to
          enforce any judgment entered in connection therewith.

12.4 Counterparts. This Agreement may be executed in two or more counterparts,
     each of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument.

12.5 Titles and Subtitles. The titles and subtitles used in this Agreement are
     used for convenience only and are not to be considered in construing or
     interpreting this Agreement.

12.6 Notices. Unless otherwise provided, any notice required or permitted under
     this Agreement shall be given in writing and shall be deemed effectively
     given upon personal delivery to the party to be notified or upon postal
     service delivery, by registered or certified mail, postage prepaid and
     addressed to the party to be notified at the address indicated for such
     party on the signature page hereof or by facsimile at the facsimile number
     set out on the signature page hereof, or at such other address or

                                      -39-

<PAGE>
     facsimile number as such party may designate by ten (10) days' advance
     written notice to the other parties.

12.7 Expenses. Each of the parties hereto shall be responsible for its own costs
     and expenses incurred in the preparation, negotiation and execution of this
     Agreement.

12.8 Severability. If one or more provisions of this Agreement are held to be
     unenforceable under applicable law, such provision shall be excluded from
     this Agreement and the balance of the Agreement shall be interpreted as if
     such provision was so excluded and shall be enforceable in accordance with
     its terms.

12.9 Language. This Agreement shall be executed in English.

                                      -40-
<PAGE>
                                   EXECUTION

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

THE PURCHASER

For and on behalf of XINHUA FINANCE MEDIA LIMITED
By:

/s/ Fredy Bush


Name:  Fredy Bush

Title: Director


Address of XFM:

Suite 3905-09, 1 Grand Gateway
1 Hongqiao Lu
Shanghai 20030

Telephone: 86-21-6113-5900

Facsimile: 86-21-6448-4955

                                      -41-

<PAGE>

THE COMPANY

For and on behalf of EAST ALLIANCE LIMITED
By:

/s/ Pang Hon Pan


Name:  Pang Hon Pan

Title: Director


Address of the Company:

2nd Floor, Abbott Building
Road Town, Tortola
British Virgin Islands

Telephone:

Facsimile:

                                      -42-
<PAGE>

THE VENDORS

For and on behalf of DIVINE PROSPECT LIMITED
By:

/s/ Pang Hon Pan


Name:  Pang Hon Pan

Title: Authorized Signatory


Address of the Company:

2nd Floor, Abbott Building
Road Town, Tortola
British Virgin Islands

Telephone:

Facsimile:

For and on behalf of MULTI INTERACTIVE COMMUNICATION
LIMITED
By:

/s/ Cynthia Rachel Marianne Suzuma Jonstromer


Name:  Cynthia Rachel Marianne Suzuma Jonstromer


Title: Director

Address of the Company:

Akara Building, 24 De Castro Street,
Wichkams Cay 1, Road Town,
Tortola, British Virgin Islands

Telephone:

Facsimile:

                                      -43-
<PAGE>

THE COVENANTORS


By XIAO JIANBING

/s/ Xiao Jianbing

Name: XIAO JIANBING

Address:



Telephone:

Facsimile:


By XIAO QINGPING

/s/ Xiao Qingping

Name: XIAO QINGPING

Address:



Telephone:

Facsimile:

                                      -44-
<PAGE>

                                   SCHEDULE A

                            DETAILS OF COMPANY SHARES

<Table>
<Caption>
PURCHASER  VENDOR                     NO. OF COMPANY   AMOUNT PAYABLE AT COMPANY
                                          SHARES                CLOSING

<S>        <C>                        <C>              <C>
XFM        Divine Prospect Limited        42,500               US$42,500

XFM        Multi Interactive               7,500               US$ 7,500
           Communication Limited

                                          50,000               US$50,000
</Table>

                                      -45-
<PAGE>

                                   SCHEDULE B

                           GROUP STRUCTURE AGREEMENTS


1.   Loan Agreement to be signed by Nominee 1, Nominee 2 and WFOE.

2.   Equity Pledge Agreement to be entered into amongst Nominee 1, Nominee 2,
     M-In and WFOE and representing pledge of [50]% of equity interest in M-In
     by Nominee 1 and pledge of another 50% by Nominee 2 in favour of WFOE.

3.   Capital Contribution Certificate and Shareholders' Registry to be issued to
     Nominee 1 and Nominee 2.

4.   Exclusive Equity Purchase Option Agreement to be entered into by and among
     Nominee 1, Nominee 2, M-In and WFOE.

5.   Equity transfer agreement signed in blank by Nominee 1.

6.   Equity transfer agreement signed in blank by Nominee 2.

7.   Authorisation letter signed in blank by Nominee 1.

8.   Authorization letter signed in blank by Nominee 2.

9.   Subrogation Agreement to be entered into amongst Nominee 1, Nominee 2, WFOE
     and M-In.

10.  Authorisation letter signed in blank by Nominee 1 approving appointment of
     attorney.

11.  Authorization letter signed in blank by Nominee 2 approving appointment of
     attorney.

12.  Letter of resignation to be signed in blank by Xu Chang Ji for acting as
     executive director of M-In.

13.  Shareholders' resolution to be signed in blank approving resignation of Xu
     Chang Ji as executive director.


SERVICE AGREEMENT

                                      -46-
<PAGE>

                                   SCHEDULE C

   CORPORATE DETAILS OF THE GROUP AS AT THE DATE OF SIGNING OF THIS AGREEMENT

A.   THE COMPANY
<Table>
<S>                                   <C>                        <C>
--------------------------------------------------------------------------------
NAME                                  EAST ALLIANCE LIMITED

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       2 June, 2006, British Virgin Islands

--------------------------------------------------------------------------------
INCORPORATION NUMBER                  1031254

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    ATC Trustees (BVI) Limited of 2nd Floor,
                                      Abbott Building, Road Town, Tortola,
                                      British Virgin Islands

--------------------------------------------------------------------------------
AUTHORIZED CAPITAL                    US$50,000 divided into 50,000 shares of
                                      par value US$1.00

--------------------------------------------------------------------------------
ISSUED CAPITAL                        50,000 ordinary shares

--------------------------------------------------------------------------------
SHAREHOLDER                           NAME                       NUMBER OF
                                                                 ORDINARY SHARES

--------------------------------------------------------------------------------
                                      Divine Prospect Limited    42,500
--------------------------------------------------------------------------------
                                      Multi Interactive          7,500
                                      Communication Limited
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                      TOTAL:                     50,000

--------------------------------------------------------------------------------
DIRECTOR(S)                           NIE Xiao Ling
                                      PANG Hon Pan
                                      Cynthia Rachel M SUZUMA JONSTRoMER

--------------------------------------------------------------------------------
COMPANY SECRETARY                     ATC Trustees (BVI) Limited

--------------------------------------------------------------------------------
</Table>

B.   WFOE

<Table>
<S>                                   <C>                        <C>
--------------------------------------------------------------------------------
NAME                                  Wuxianshijie (Beijing) Information
                                      Technology Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       May 30th, 2007, PRC

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    109, No. 109, Hongdabei Road, Beijing
                                      Economic and Technology Development Zone,
                                      Beijing, PRC

--------------------------------------------------------------------------------
REGISTERED CAPITAL                    US$100,000

--------------------------------------------------------------------------------
SHAREHOLDER                           NAME                       SHAREHOLDING

--------------------------------------------------------------------------------
                                      East Alliance Limited      100%

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Xu Changji

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Development and production of computer
                                      softwares; sale of self-produced products;
                                      provide transfer of self-developed
                                      technology, technology consulting and
                                      technology service
--------------------------------------------------------------------------------
</Table>
                                      -47-
<PAGE>

C.   M-IN

<TABLE>
<S>                                   <C>                   <C>
--------------------------------------------------------------------------------
NAME                                  Beijing Mobile Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       19 November 2003, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   1101052628368

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    Room 3A15, No.1, Lizhe Zhong 2 Road,
                                      Chaoyang District, Beijing

--------------------------------------------------------------------------------
REGISTERED CAPITAL                    RMB10,000,000

--------------------------------------------------------------------------------
SHAREHOLDER                           NAME                      SHAREHOLDING

--------------------------------------------------------------------------------
                                      Xiao Jianbing         RMB5,100,000 (51%)

--------------------------------------------------------------------------------
                                      Xiao Qingping         RMB4,900,000 (49%)

--------------------------------------------------------------------------------
                                      TOTAL:                RMB10,000,000 (100%)

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Xu Changji

--------------------------------------------------------------------------------
DIRECTOR & MANAGEMENT                 Xu Changji (Executive Director & Manager)
                                      Xiao Jianbing (Supervisor)
                                      Xiao Qingping (Supervisor)

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Information services of the second type of
                                      telecom value-added services (exclusive of
                                      fixed network telecom information
                                      services);

                                      Internet information services (except
                                      contents of news, publication, education,
                                      medical health, medicine, medical
                                      treatment instruments and BBS);

                                      The Company shall not operate business
                                      prohibited by laws, regulations and State
                                      Council;

                                      Where laws, regulations and State Council
                                      specify business shall be subjected to
                                      permission, the Company shall operate
                                      business after being permitted by relevant
                                      authorities and registered with AIC;

                                      The Company may freely choose business
                                      projects and operate business, where there
                                      is no requirement by government authority
                                      under relevant laws and regulations.

--------------------------------------------------------------------------------
BUSINESS TERM                         19 November 2003 to 18 November 2013

--------------------------------------------------------------------------------
</TABLE>

                                      -48-
<PAGE>

D.   THE BRANCHES

1.   BEIJING BRANCH

<TABLE>
<S>                                   <C>
--------------------------------------------------------------------------------
NAME                                  Beijing Branch of Beijing Mobile
                                      Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       28 October 2005, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   1101051900899(1-1)

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    Room 1510, Lanbao North District, Dawang
                                      Road, West Chaoyang District, Beijing

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Xu Changji

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Beijing Branch shall not operate
                                      businesses prohibited by laws,
                                      administrative regulations and State
                                      Council of the People's Republic of China;

                                      Where laws, regulations and State Council
                                      specify business shall be subjected to
                                      permission, Company shall operate business
                                      after being permitted by relevant
                                      authorities and registered with AIC;

                                      Beijing Branch may freely choose projects
                                      and operate businesses, where there is no
                                      requirement by relevant authorities under
                                      laws, regulations and decisions by State
                                      Council of the PRC.

--------------------------------------------------------------------------------
</TABLE>


2.   CHENGDU BRANCH

<TABLE>
<S>                                   <C>
--------------------------------------------------------------------------------
NAME                                  Chengdu Branch of Beijing Mobile
                                      Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       21 March 2005, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   5101092900744

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    No. 73, Ziwei Road East, High New
                                      Technology Zone, Chengdu

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Huang Lin

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Mobile network value-added telecom
                                      services;

                                      Internet information services (except
                                      contents of news, publication, education,
                                      medical treatment and health care,
                                      medicine, medical instrument and BBS);

                                      Other legitimate projects where there is
                                      no requirement on permission or approval
                                      by relevant authorities.

--------------------------------------------------------------------------------
</TABLE>

                                      -49-
<PAGE>

3.   LANZHOU BRANCH

<TABLE>
<S>                                   <C>
--------------------------------------------------------------------------------
NAME                                  Lanzhou Branch of Beijing Mobile
                                      Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       August 2005, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   6201022302048 (1-1)

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    No. 17, Tian Shui Road Central, Chengguan
                                      District, Lanzhou

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Huang Lin

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Information services of the second type of
                                      value added telecom services (except fixed
                                      network telecom information services);

                                      Internet information services (except
                                      contents of news, publication, education,
                                      medical treatment and health care,
                                      medicine, medical instrument and
                                      electronic bulletin services).

--------------------------------------------------------------------------------
</TABLE>


4.   SHANGHAI BRANCH

<TABLE>
<S>                                   <C>
--------------------------------------------------------------------------------
NAME                                  Shanghai Branch of Beijing Mobile
                                      Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       2 August 2005, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   31011520234399000

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    Block B, Room 503, No. 37, Fang Hua Road,
                                      New Pudong District, Shanghai

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Huang Lin

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Information services (exclusive of fixed
                                      network telephone information services);

                                      Value term: until 8 September 2009);

                                      Operating business upon service licenses.

--------------------------------------------------------------------------------
</TABLE>

                                      -50-
<PAGE>

5.   SHENYANG BRANCH

<TABLE>
<S>                                   <C>
--------------------------------------------------------------------------------
NAME                                  Shenyang Branch of Beijing Mobile
                                      Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       10 May 2005, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   2101052202023 (1-1)

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    No. 44, Taishan Road, Wanggu District,
                                      Shenyang

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Huang Lin

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Information services of the second type of
                                      value added telecom services
                                      (non-exclusive of fixed network telecom
                                      information services).

--------------------------------------------------------------------------------
</TABLE>


6.   SHENZHEN BRANCH

<TABLE>
<S>                                   <C>
--------------------------------------------------------------------------------
NAME                                  Shenzhen Branch of Beijing Mobile
                                      Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       14 June 2004, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   4403011145125

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    Room 207, Block 3, Li Zhi Court,
                                      Hua Qiao Cheng Road, Nanshan District,
                                      Shenzhen

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Xu Changji

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Technology developments and sales of
                                      computer software, hardware and electronic
                                      products;

                                      Domestic business;

                                      Supplies and sales of materials (except
                                      commodities subjected to monopoly rights,
                                      monopolized controls and restricted
                                      projects).
--------------------------------------------------------------------------------
</TABLE>

                                      -51-
<PAGE>
                                   SCHEDULE D

        CORPORATE DETAILS OF THE GROUP IMMEDIATELY FOLLOWING CLOSING DATE

A.   THE COMPANY

<Table>
<S>                                   <C>                    <C>
--------------------------------------------------------------------------------
NAME                                  EAST ALLIANCE LIMITED

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       2 June 2006, British Virgin Islands

--------------------------------------------------------------------------------
INCORPORATION NUMBER                  1031254

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    ATC Trustees (BVI) Limited of 2nd Floor,
                                      Abbott Building, Road Town, Tortola,
                                      British Virgin Islands

--------------------------------------------------------------------------------
AUTHORIZED CAPITAL                    US$50,000 divided into 50,000 shares of
                                      par value US$1.00

--------------------------------------------------------------------------------
ISSUED CAPITAL                        50,000 ordinary shares

--------------------------------------------------------------------------------
SHAREHOLDER                           NAME                   NUMBER OF ORDINARY
                                                             SHARES

--------------------------------------------------------------------------------
                                      XFM                    50,000

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                      TOTAL:                 50,000

--------------------------------------------------------------------------------
DIRECTOR(S)                           PANG Hon Pan
                                      NIE Xiao Ling
                                      Cynthia Rachel M SUZUMA JONSTRoMER

--------------------------------------------------------------------------------
COMPANY SECRETARY                     ATC Trustees (BVI) Limited

--------------------------------------------------------------------------------
</Table>

B.   WFOE

<Table>
<S>                                   <C>                      <C>
--------------------------------------------------------------------------------
NAME                                  Wuxianshijie (Beijing) Information
                                      Technology Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       May 30th, 2007, PRC

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    109, No. 109, Hongdabei Road, Beijing
                                      Economic and Technology Development Zone,
                                      Beijing, PRC

--------------------------------------------------------------------------------
REGISTERED CAPITAL                    US$100,000

--------------------------------------------------------------------------------
SHAREHOLDER                           NAME                     SHAREHOLDING

--------------------------------------------------------------------------------
                                      East Alliance Limited    100%

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Xu Changji

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Development and production of
                                      computer softwares; sale of self-produced
                                      products; provide transfer of self-
                                      developed technology, technology
                                      consulting and technology service
--------------------------------------------------------------------------------
</Table>

                                     -52-
<PAGE>

C.   M-IN

<Table>
<S>                                   <C>                   <C>
--------------------------------------------------------------------------------
NAME                                  Beijing Mobile Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       19 November 2003, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   1101052628368

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    Room 3A15, No.1, Lizhe Zhong 2 Road,
                                      Chaoyang District, Beijing

--------------------------------------------------------------------------------
REGISTERED CAPITAL                    RMB10,000,000

--------------------------------------------------------------------------------
SHAREHOLDER                           NAME                     SHAREHOLDING

--------------------------------------------------------------------------------
                                      Nominee 1              RMB5,000,000 (50%)

--------------------------------------------------------------------------------
                                      Nominee 2              RMB5,000,000 (50%)

--------------------------------------------------------------------------------
                                                   Total:  RMB10,000,000 (100%)
--------------------------------------------------------------------------------
DIRECTOR & MANAGEMENT                 Nominee of the Vendors (Director & Legal
                                      Representative)
                                      Nominee 1 (Director & Chairman)
                                      Nominee 2 (Director)

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Information services of the second type of
                                      telecom value-added services (exclusive of
                                      fixed network telecom information
                                      services);

                                      Internet information services (except
                                      contents of news, publication, education,
                                      medical health, medicine, medical
                                      treatment instruments and BBS);

                                      The Company shall not operate business
                                      prohibited by laws, regulations and State
                                      Council;

                                      Where laws, regulations and State Council
                                      specify business shall be subjected to
                                      permission, the Company shall operate
                                      business after being permitted by relevant
                                      authorities and registered with AIC;

                                      The Company may freely choose business
                                      projects and operate business, where there
                                      is no requirement by government authority
                                      under relevant laws and regulations.

--------------------------------------------------------------------------------
BUSINESS TERM                         19 November 2003 to 18 November 2013

--------------------------------------------------------------------------------
</Table>

                                     -53-
<PAGE>

D.   THE BRANCHES

1.   BEIJING BRANCH

<Table>
<S>                                   <C>
--------------------------------------------------------------------------------
NAME                                  Beijing Branch of Beijing Mobile
                                      Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       28 October 2005, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   1101051900899(1-1)

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    Room 1510, Lanbao North District, Dawang
                                      Road, West Chaoyang District, Beijing

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Xu Changji

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Beijing Branch shall not operate
                                      businesses prohibited by laws,
                                      administrative regulations and State
                                      Council of the People's Republic of China;

                                      Where laws, regulations and State Council
                                      specify business shall be subjected to
                                      permission, Company shall operate business
                                      after being permitted by relevant
                                      authorities and registered with AIC;

                                      Beijing Branch may freely choose projects
                                      and operate businesses, where there is no
                                      requirement by relevant authorities under
                                      laws, regulations and decisions by State
                                      Council of the PRC.

--------------------------------------------------------------------------------
</Table>


2.   CHENGDU BRANCH

<Table>
<S>                                   <C>
--------------------------------------------------------------------------------
NAME                                  Chengdu Branch of Beijing Mobile
                                      Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       21 March 2005, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   5101092900744

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    No. 73, Ziwei Road East, High New
                                      Technology Zone, Chengdu

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Huang Lin

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Mobile network value-added telecom
                                      services;

                                      Internet information services (except
                                      contents of news, publication, education,
                                      medical treatment and health care,
                                      medicine, medical instrument and BBS);

                                      Other legitimate projects where there is
                                      no requirement on permission or approval
                                      by relevant authorities.

--------------------------------------------------------------------------------
</Table>

                                     -54-
<PAGE>

3.   LANZHOU BRANCH

<Table>
<S>                                   <C>
--------------------------------------------------------------------------------
NAME                                  Lanzhou Branch of Beijing Mobile
                                      Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       August 2005, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   6201022302048 (1-1)

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    No. 17, Tian Shui Road Central, Chengguan
                                      District, Lanzhou

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Huang Lin

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Information services of the second type of
                                      value added telecom services (except fixed
                                      network telecom information services);

                                      Internet information services (except
                                      contents of news, publication, education,
                                      medical treatment and health care,
                                      medicine, medical instrument and
                                      electronic bulletin services).

--------------------------------------------------------------------------------
</Table>


4.   SHANGHAI BRANCH

<Table>
<S>                                   <C>
--------------------------------------------------------------------------------
NAME                                  Shanghai Branch of Beijing Mobile
                                      Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       2 August 2005, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   31011520234399000

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    Block B, Room 503, No. 37, Fang Hua Road,
                                      New Pudong District, Shanghai

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Huang Lin

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Information services (exclusive of  fixed
                                      network telephone information services);

                                      Value term: until 8 September 2009);

                                      Operating business upon service licenses.

--------------------------------------------------------------------------------
</Table>

                                     -55-
<PAGE>

5.   SHENYANG BRANCH

<Table>
<S>                                   <C>
--------------------------------------------------------------------------------
NAME                                  Shenyang Branch of Beijing Mobile
                                      Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       10 May 2005, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   2101052202023 (1-1)

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    No. 44, Taishan Road, Wanggu District,
                                      Shenyang

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Huang Lin

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Information services of the second type of
                                      value added telecom services
                                      (non-exclusive of fixed network telecom
                                      information services).

--------------------------------------------------------------------------------
</Table>


6.   SHENZHEN BRANCH

<Table>
<S>                                   <C>
--------------------------------------------------------------------------------
NAME                                  Shenzhen Branch of Beijing Mobile
                                      Interactive Co., Ltd.

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       14 June 2004, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   4403011145125

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    Room 207, Block 3, Li Zhi Court, Hua Qiao
                                      Cheng Road, Nanshan District, Shenzhen

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Xu Changji

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Technology developments and sales of
                                      computer software, hardware and electronic
                                      products;

                                      Domestic business;

                                      Supplies and sales of materials (except
                                      commodities subjected to monopoly rights,
                                      monopolized controls and restricted
                                      projects).

--------------------------------------------------------------------------------
</Table>

                                     -56-
<PAGE>
                                   SCHEDULE E

                              INTELLECTUAL PROPERTY

A.   DOMAIN NAMES OWNED BY M-IN

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------
   NO.          DOMAIN NAME           REGISTRATION DATE           EXPIRY DATE               CERTIFICATE
----------------------------------------------------------------------------------------------------------------
<S>        <C>                     <C>                      <C>                      <C>
   1.      Actionmedia.info        29 July 2005             29 July 2007             Certificate of Generic
                                                                                     Top Level Domain Name
----------------------------------------------------------------------------------------------------------------
   2.      Sqwap.cn                12 May 2006              24 May 2008              CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
   3.      Aswap.cn                15 May 2006              24 May 2008              CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
   4.      Bxwap.cn                15 May 2006              24 May 2008              CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
   5.      Worldtop10.org          6 September 2006         6 September 2007         Certificate of Generic
                                                                                     Top Level Domain Name
----------------------------------------------------------------------------------------------------------------
   6.      Worldtop10.cn           6 September 2006         6 September 2007         CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
   7.      56jiaoyi.net            12 December 2006         12 December 2007         Certificate of Generic
                                                                                     Top Level Domain Name
----------------------------------------------------------------------------------------------------------------
   8.      56jiaoyi.net.cn         12 December 2006         12 December 2007         CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
   9.      56jiaoyi.com.cn         12 December 2006         12 December 2007         CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
   10.     56jiaoyi.cn             12 December 2006         12 December 2007         CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
   11.     56jiaoyi.com            11 December 2006         11 December 2007         Certificate of Generic
                                                                                     Top Level Domain Name
----------------------------------------------------------------------------------------------------------------
   12.     Cnwap.cn                12 December 2006         23 February 2008         CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
   13.     Haowap.cn               12 December 2006         23 February 2008         CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
   14.     xxxwap.cn               9 March 2007             9 March 2008             CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
   15.     m-in.cn                 19 March 2007            9 April 2009             CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
   16.     m-in.com.cn             19 March 2007            9 April 2009             CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
   17.     m-in.net.cn             19 March 2007            9 April 2009             CNNIC Internet Domain
                                                                                     Name Certificate
----------------------------------------------------------------------------------------------------------------
</Table>

                                      -57-

<PAGE>


B.   TRADEMARKS OWNED OR APPLIED FOR BY M-IN

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------
              APPLICATION NUMBER/                  TRADEMARK                 CURRENT               TYPE OF
              REGISTRATION NUMBER                                           SITUATION            APPLICATION
----------------------------------------------------------------------------------------------------------------
<S>           <C>                      <C>                                 <C>                <C>
1.                  4444829/           M-In BOARD and IN design            Waiting for        Trademark
                                                                           approval           registration
----------------------------------------------------------------------------------------------------------------
2.                  4444828/           M-In BOARD and IN design            Waiting for        Trademark
                                                                           approval           registration
----------------------------------------------------------------------------------------------------------------
3.                  4444827/           M-In BOARD and IN design            Waiting for        Trademark
                                                                           approval           registration
----------------------------------------------------------------------------------------------------------------
4.                  4444826/           IN design                           Waiting for        Trademark
                                                                           approval           registration
----------------------------------------------------------------------------------------------------------------
5.                  4444825/           IN design                           Waiting for        Trademark
                                                                           approval           registration
----------------------------------------------------------------------------------------------------------------
6.                  4444824/           IN design                           Waiting for        Trademark
                                                                           approval           registration
----------------------------------------------------------------------------------------------------------------
7.                  4444830/           M-In                                Waiting for        Trademark
                                                                           approval           registration
----------------------------------------------------------------------------------------------------------------
8.                  4444832/           M-In                                Waiting for        Trademark
                                                                           approval           registration
----------------------------------------------------------------------------------------------------------------
9.                  4444831/           M-In                                Waiting for        Trademark
                                                                           approval           registration
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
</Table>

                                      -58-

<PAGE>

                                   SCHEDULE F

                                     LEASES

WFOE

[M-IN TO COMPLETE.]

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------
TENANT        LANDLORD                  DATE OF             ADDRESS              ACTUAL           TERM
                                        AGREEMENT                                OCCUPIER
----------------------------------------------------------------------------------------------------------------
<S>           <C>                       <C>                 <C>                  <C>              <C>
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
</Table>


M-IN

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------
           LESSOR       LESSEE             LOCATION               AREA/USAGE       VALID            RENT
                                                                                   TERM
----------------------------------------------------------------------------------------------------------------
<S>      <C>          <C>         <C>                            <C>              <C>           <C>
   1     Wufan        M-In        Rm. 1601 and 15F,              1315.32 m(2)     23 April      RMB163,363.00
                                  Lanbao International           /Office          2005 to 22    per month
                                  Center Office Building,                         April 2008
                                  East Dawang Road,
                                  Chaoyang District, Beijing
----------------------------------------------------------------------------------------------------------------
   2     Beijing      M-In        Rm. 3A15, Zhongchen            62 m(2)          23 November   RMB4,903.17 per
         Taifude                  Office Building,               /Office          2005 to 22    month
         Property                                                                 November
         Management                                                               2006
         Co., Ltd.
----------------------------------------------------------------------------------------------------------------
   3     M-In         Good        Some rooms of 15F,                              1 November    RMB80,000.00 per
                      Media       Lanbao International                            2005 to 31    month
                                  Center Office Building,                         December
                                  East Dawang Road,                               2006
                                  Chaoyang District, Beijing
----------------------------------------------------------------------------------------------------------------
</Table>


THE BRANCHES

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------
TENANT         LANDLORD                  DATE OF           ADDRESS               ACTUAL         TERM
                                         AGREEMENT                               OCCUPIER
----------------------------------------------------------------------------------------------------------------
<S>            <C>                       <C>               <C>                   <C>            <C>
Xu Chang Ji    Li Wei                    19 April 2007     Room 207, San         Shenzhen       From 20 April
                                                           Cun, Lizhi Yuan,      Branch of      2007 to 20 April
                                                           Huaqiao City,         M-In           2008
                                                           Nansan District,
                                                           Shenzhen
----------------------------------------------------------------------------------------------------------------
M-In           Shi Xianhua               10 March 2005     [Chengdu]             Chengdu        From 10 March
                                                                                 Branch of      2005 to 9 March
                                                                                 M-In           2006
----------------------------------------------------------------------------------------------------------------
Shenyang       Li Gang                   1 March 2007      No. 44, Taishan       Shenyang       From 1 March
Branch                                                     Road, Huanggu         Branch of      2007 to 29
                                                           District, Shenyang    M-In           February 2008
----------------------------------------------------------------------------------------------------------------
</Table>

                                      -59-

<PAGE>


                                   SCHEDULE G

                               MATERIAL CONTRACTS

This is a list of material contracts.

                                      -60-

<PAGE>

                                   SCHEDULE H

                               INSURANCE AND BANK

                              [JCTD TO COMPLETE.]

1.   M-IN

This is a list of bank accounts.


2.   THE BRANCHES

None.

                                      -61-

<PAGE>

                                   SCHEDULE I

                          FORM OF MANAGEMENT CONTRACT

                                      -62-

<PAGE>
                                   SCHEDULE J

              LIST OF MANAGEMENT ENTERING INTO MANAGEMENT CONTRACT

1) Oa Meng
2) Huang Lin
3) Xu Changji

                                      -63-
<PAGE>

                                   SCHEDULE K

                            FORM OF NON-COMPETE DEED

                                      -64-
<PAGE>

                                   SCHEDULE L

                LIST OF PERSONNEL ENTERING INTO NON-COMPETE DEED

1) Oa Meng
2) Huang Lin
3) Xu Changji

                                      -65-
<PAGE>

                                   SCHEDULE M

                            EQUITY TRANSFER DOCUMENTS

                                      -66-
<PAGE>

                                   SCHEDULE N

                             LICENSES / CERTIFICATE

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------
   LICENCE /             ISSUING           ISSUING       VALID TERM       TYPE OF           SCOPE OF BUSINESS
  CERTIFICATE           AUTHORITY           DATE                          BUSINESS
----------------------------------------------------------------------------------------------------------------
<S>                 <C>                  <C>            <C>            <C>                <C>
Value-added         Ministry of          8 September    8 September    Information        Internet information
Telecom             Information          2004           2004 to        services of the    services exclusive of
Services License    Industry of the                     8 September    second type of     news, publication,
                    People's                            2009           telecom            education, medical
[B2-20040215]       Republic of China                                  value-added        health, medicine,
                                                                       services           medical treatment
                                                                       (exclusive of      instruments and BBS
                                                                       fixed network
                                                                       telephone
                                                                       information
                                                                       services)

----------------------------------------------------------------------------------------------------------------
Certificate of      Beijing Science      17 January     17 January
Approval for        and Technology       2006           2006 to 16
Establishment       Committee                           January
of High                                                 2008
Technology
Enterprise


----------------------------------------------------------------------------------------------------------------
Business Licence


----------------------------------------------------------------------------------------------------------------
Tax                 Beijing              14 December
Registration        Municipal            2006
Certificate         Office, State
                    Administration
[11010875674355X]   of Taxation;
                    Beijing local
                    taxation Bureau


----------------------------------------------------------------------------------------------------------------
Social              Beijing Haidian      9 March
Insurance           District Social      2005
Registration        Insurance Fund
Certificate         Administration
                    Center


----------------------------------------------------------------------------------------------------------------
Organization        General                             From 7
Code Certificate    Administration                      December
                    of Quality                          2005 to 7
                    Supervision,                        December
[75674355]          Inspection and                      2009
                    Quarantine of
                    PRC

----------------------------------------------------------------------------------------------------------------
</Table>

                                      -67-
<PAGE>

                                   SCHEDULE O

                               APRIL 30 STATEMENTS

                                      -68-
<PAGE>

                              DISCLOSURE SCHEDULE

                                      -69-