<PAGE>
                                                                    Exhibit 4.64

                          XINHUA FINANCE MEDIA LIMITED

                                      and

                            PARIYA HOLDINGS LIMITED

                                      and

                          GOOD SPEED HOLDINGS LIMITED

                                      AND

                                  WONG SIU WA



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

                               PURCHASE AGREEMENT
                                 IN RESPECT OF
                            CONVEY ADVERTISING GROUP

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

                                 JUNE 29, 2007




                           (K&L | GATES COMPANY LOGO)

                   Kirkpatrick & Lockhart Preston Gates Ellis

                                www.klgates.com

<PAGE>

THIS PURCHASE AGREEMENT (this "AGREEMENT") is made on the _____ day of _____,
2007

BETWEEN

1.   XINHUA FINANCE MEDIA LIMITED, 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.   PARIYA HOLDINGS LIMITED, a company incorporated under the laws of the
     British Virgin Islands with incorporation number 1383207 and its registered
     address located at P.O. Box 957, Offshore Incorporations Centre, Road Town,
     Tortola, British Virgin Islands (the "VENDOR");

3.   GOOD SPEED HOLDINGS LIMITED, a company incorporated under the laws of the
     British Virgin Islands with registration number 1409292 and a registered
     address at P.O. Box 957, Offshore Incorporations Centre, Road Town,
     Tortola, British Virgin Islands (the "COMPANY");

4.   WONG SIU WA, holder of Hong Kong identity card number D846372(8), as
     covenantor (the "COVENANTOR").

WHEREAS

A.   The Vendor holds all of the legal and beneficial interest in the Company.

B.   XFM desires to purchase and the Vendor wishes to sell to XFM all of the
     Company Shares it owns subject to the terms and conditions set forth in
     this Agreement.

C.   The Covenantor will benefit from and receive part of the proceeds from the
     sale of the Company Shares and agrees to be bound by the covenants
     contained herein and in the agreement contemplated herein to entice XFM to
     enter into this Agreement.

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 Vendor and the Covenantor 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,

                                     - 1 -
<PAGE>

     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;

     "ADRS" 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,
     Convey Nominee Agreements, Management Contracts, the Principals' Covenants,
     leases or licenses of the Mak Properties, the Operating Facilities and any
     other agreements contemplated in this Agreement;

     "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;

     "BEIJING AD CO" means Beijing Dong Lin Wei Cheng Advertising Co., Ltd., a
     company incorporated under the laws of the People's Republic of China with
     incorporation number 1101052280408 and its registered address located at
     Room 102A, 102B of Block 1, No. 1, Yong An Dong Li Ping Fang, Jiang Guo Men
     Wai Avenue, Chaoyang District, Beijing, the PRC;

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

     "CLIENT" means any individual or entity to whom any member of the Group or
     eConvey has provided any services or products within two years prior to the
     commencement of or at any time during the Non-Compete Period;

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

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

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

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

                                     - 2 -
<PAGE>

     "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, further particulars are set out under Schedule A;

     "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;

     "CONVEY ADVERTISING" means Convey Advertising Company Limited, a company
     incorporated under the laws of Hong Kong with incorporation number 0179692
     and its registered address located at Suite 203, Haiphong Mansion, 101
     Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong;

     "CONVEY HOLDINGS" means G Whale Holdings Limited, a company incorporated
     under the laws of Hong Kong, with incorporation number 1019982 and its
     registered address located at Room 703, 7th Floor, Nan Dao Commercial
     Building, 359-361 Queen's Road Central, Hong Kong;

     "CONVEY NOMINEE" means WU Weidong, a PRC national and holder of PRC
     identity card number 432301196610291514;

     "CONVEY NOMINEE AGREEMENTS" has the meaning ascribed to it in Clause
     3.5(g);

     "DISCLOSING PARTY" has the meaning ascribed to it in Clause 13.4;

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

     "ECONVEY" means eConvey.com Limited, a company incorporated under the laws
     of Hong Kong with incorporation number 0342131 and its registered address
     located at Suite 203, Haiphong Mansion, 101 Nathan Road, Tsim Sha Tsui,
     Kowloon, Hong Kong;

     "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;

     "EQUIPMENT FINANCE" means the financing by Citic Ka Wah and Wing Lung in
     favour of Convey Advertising set out in Schedule W;

                                     - 3 -
<PAGE>

     "EQUITY INTERESTS" means all of the equity interest in Beijing Ad Co as at
     the date hereof, particulars of which are set forth under Schedule C;

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

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

     "FINAL DETERMINATION DATE" has the meaning ascribed to it in Clause 4.5;

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

     "GOVERNMENTAL NOTICE" has the meaning ascribed to it in Clause 10.1(e);

     "GROUP" means, collectively, the Company, Convey Advertising, Convey
     Holdings and the PRC Group;

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

     "HOLDBACK AMOUNT" has the meaning ascribed to it in Clause 10.6(a);

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

     "HONG KONG DOLLARS" and "HK$" means the lawful currency of Hong Kong;

     "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
     10.6.

     "INDEMNIFIED PARTY" has the meaning ascribed to it in Clause 10.4;

     "INDEMNIFYING PARTY" has the meaning ascribed to it in Clause 10.4;

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

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

     "K&L GATES" means Kirkpatrick & Lockhart Preston Gates Ellis, a Hong Kong
     solicitors firm;

     "LEASE" has the meaning ascribed to it in Clause 6.1(n) and the particulars
     of which are set forth in Schedule F;

                                     - 4 -
<PAGE>

     "LEASED REAL PROPERTIES" has meaning ascribed to it in Clause 6.1(n);

     "LICENSED INTELLECTUAL PROPERTY" means any and all license rights granted
     to any member of the Group in any third party intellectual property or
     other proprietary or personal rights, including any and all of the
     following that are licensed to any member of the Group 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;

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

     "MAK PRINCIPAL" means any one of, and "MAK PRINCIPALS" means all of, the
     following collectively:

          (1)  MAK Siu Tong, holder of Hong Kong identity card number
               A472308(5) ("ST MAK");

          (2)  MAK Wing Sze, holder of Hong Kong identity card number
               D451701(7) ("WS MAK");

          (3)  Goldman MAK, holder of Hong Kong identity card number
               D451702(5) ("GOLDMAN"); and

          (4)  Raymond MAK, holder of Hong Kong identity card number
               D826349(4) ("RAYMOND");

     "MAK PROPERTIES" means those properties set forth in Schedule V;

     "MANAGEMENT CONTRACTS" means the management contract in the form set forth
     in Schedule I and executed and delivered by each of the Persons set forth
     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 taken
     as a whole or that would materially affect the ability of any of the
     companies in the Group;

                                     - 5 -
<PAGE>

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

     "MAY 31 STATEMENTS" means the Financial Statements of Convey Advertising
     and Convey Holdings both as of May 31, 2007 provided by the Vendor attached
     hereto as Schedule O;

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

     "NOMINEE" means Ma Rui, a PRC national and holder of PRC identity card
     number 140303197509170028;

     "NON-COMPETE PERIOD" shall have the meaning ascribed to it in Clause 11.1;

     "NON-DISCLOSING PARTIES" has the meaning ascribed to it in Clause 13.4;

     "OPERATING FACILITIES" means, collectively:

          (1)  the demand credit facility set out in the facility letter dated
               30/04/2007 in relation to credit facility by Citibank, N.A., Hong
               Kong Branch in favour of Convey Advertising up to the principal
               amount of Eight Million Five Hundred Thousand Hong Kong Dollars
               (HK$8,500,000) and

          (2)  credit facility set out in the banking facilities letter dated
               26/01/2007 in relation to credit facilities (including revolving
               facilities to be increased from HK$7,100,000 to HK$9,100,000 for
               O/D and L/G and instalment loans (i) No.335-51-02411-4; (ii)
               No.335-61-02226-9; and (iii) No. 335-61-01359-6 by Shanghai
               Commercial Bank Limited in favour of Convey Advertising.

     "OWNED INTELLECTUAL PROPERTY" means any and all of the following that are
     owned (including joint ownership) or held by any member of the Group
     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;

     "OWNED REAL PROPERTY" means Real Property that are owned (including joint
     ownership) or held by the Company or any member of the Group anywhere in
     the world and the particulars of which are set out in Schedule P and the
     Mak Properties;

                                     - 6 -
<PAGE>

     "PAYMENT DATE" has the meaning ascribed to it in Clause 4.5;

     "PARTY" means any one of the parties to this Agreement and "PARTIES" mean
     all of them collectively;

     "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;

     "POST COMPLETION COVENANTS" means the post completion convenants described
     herein as set forth in Clause 4A;

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

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

     "PRC GROUP" means, collectively, Beijing Ad Co, the WFOE and their
     respective subsidiaries or branches;

     "PRC LEASES" has the meaning ascribed to it in Clause 6.2(l);

     "PRC MATERIAL CONTRACTS" means the material contracts relating to the PRC
     Group and the particulars of which are set out in Schedule G;

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

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

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

     "PRE-CLOSING TAX PERIOD" has the meaning ascribed to it in Clause 10.7;

     "PRINCIPALS' COVENANTS" means the Covenantor's Agreement in the form set
     forth in Schedule K and executed and delivered by each of the Persons set
     forth in Schedule L;

     "PURCHASE PRICE" means the Initial 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 6.1(l);

     "RETURNS" has the meaning ascribed to it in Clause 6.1(l);

                                     - 7 -
<PAGE>

     "STRADDLE PERIOD" has the meaning ascribed to it in Clause 10.7;

     "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;

     "TAX SETTLEMENT OPTION" has the meaning ascribed to it in Clause 10.7;

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

     "WFOE" means Giant Whale Financial Advisory (Shenzhen) Co., Ltd., a wholly
     foreign owned enterprise established in the PRC as a wholly-owned
     subsidiary of the Company with a registered address at Room 503, Hua Run
     Building, Shen Nan Road East, Luohu District, Shenzhen, the details of
     which are set forth in Schedule C;

     "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 the Company
     for the period from July 1, 2007 to June 30, 2008 prepared on a
     consolidated basis in accordance with IFRS by an international firm of
     accountants selected by XFM in accordance with Section 4.2;

     "2007 NET INCOME" means the consolidated net income of the Company as set
     forth in the 2007 Financials prepared in accordance with IFRS excluding:

          (1)  extraordinary items;

          (2)  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 the Company or incurred in the preparation of the
               2007 Financials;

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

     "2008 FINANCIALS" means the audited financial statements for the Company
     for the period from July 1, 2008 to June 30, 2009 prepared on a
     consolidated basis in accordance with IFRS by an international firm of
     accountants selected by XFM in accordance with Section 4.2; and

     "2008 NET INCOME" means the consolidated net income of the Company as set
     forth in the 2008 Financials prepared in accordance with IFRS excluding:

          (1)  extraordinary items;

                                     - 8 -
<PAGE>

          (2)  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 the Company or incurred 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.

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 forth 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 forth in this Agreement, XFM (relying on the representations,
     warranties, agreements, covenants, undertakings and indemnities hereinafter
     referred to) agrees with the Vendor to purchase for the Purchase Price, and
     the Vendor agrees to sell and the Covenantor agrees to procure the sale to
     XFM or its nominee at Closing, all of the Company 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  Initial Payment.

                                     - 9 -
<PAGE>
      The purchase price for the Company Shares shall comprise of the Initial
      Payment and the Earnout Payments. The "INITIAL PAYMENT" shall be
      Thirty-three Million US Dollars (US$33,000,000) payable by the Purchaser
      within five (5) Business Days of the Closing Date to such accounts as may
      be directed in writing by the Vendor on or before the date of the signing
      of this Agreement. The date of payment of the Initial Payment shall be the
      "INITIAL PAYMENT DATE". The payment of the Initial Payment, by wire
      transfer to the account designated by the Vendor shall be deemed to have
      been paid to the Vendor on the Initial Payment Date. Upon payment of the
      Initial Payment, XFM shall have no further rights, and/or claims against
      the Vendor, the Covenantor or their respective agents in respect of the
      Initial Payment.

2.3   Closing. The completion of the purchase and sale of the Company Shares
      (the "CLOSING") shall take place at the offices of K&L Gates in Hong Kong
      or at such other place as may be agreed upon by the Parties on the date
      when the name of XFM is entered into the register of members of the
      Company. The date and time of the Closing are herein referred to as the
      "CLOSING DATE".

2.4   Vendor Delivery Obligations. As soon as practicable after receipt of
      payment of the Initial Payment by the Vendor, the Vendor shall deliver and
      the Covenantor shall procure the delivery to XFM of the following
      documents:

      (a)   duly completed and executed undated instrument of transfer of the
            Company Shares by the registered holder(s) hereof 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 but undated letters of resignation from
            the existing directors and company secretary of the Company and
            instruction to the British Virgin Islands agent to appoint K&L Gates
            as its sole principal in respect of the Company;

      (c)   shareholders' and directors' resolution of the Company approving the
            resignation of the existing directors and company secretary, 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)   all books and records of the Company;

      (e)   written notice in the form to the satisfactory of XFM issued to the
            British Virgin Islands agent of the Company notifying them of the
            change in authorised contact Person;

      (f)   documents evidencing the transfers to the Company of all of the
            shares in the capital of Convey Advertising and Convey Holdings and
            all steps relating thereto including the payment of stamp duties
            therefor;

      (g)   all books and records of Convey Advertising;

                                     - 10 -
<PAGE>

      (h)   the undated resignation as directors of Convey Holdings by the
            Covenantor and LAI Yuen Cheung and the resignation as company
            secretary of Convey Holdings of Polar Universal (Secretarial)
            Limited and the appointment of Graham Earnshaw as director and K&L
            Gates as company secretary of Convey Holdings;

      (i)   duly completed and signed documents required for the resignation of
            existing directors and appointment of new directors of Convey
            Holdings consisting of the following:

            (i)   Form D2A;

            (ii)  undated letters of resignation from existing directors of
                  Convey Holdings; and

            (iii) shareholders' and directors' resolution of Convey Holdings
                  approving the resignation of the existing directors and
                  company secretary, the appointment of the Persons as nominated
                  by XFM to be new directors and company secretary and the
                  change of the registered office of Holdings;

      (l)   all books and records of Convey Holdings;

3.    COVENANTS OF THE VENDOR AND COVENANTOR

3.1   Equity Interests. The Vendor and the Covenantor shall jointly and
      severally procure and guarantee each of the following as soon as
      practicable following the execution and delivery of this Agreement:

      (a)   the sale and transfer of the Equity Interests by Convey Nominee to
            the Nominee for the total consideration of One Million Renminbi
            (RMB1,000,000) (the "PRC PAYMENT") and the performance of all
            actions required or contemplated under this Agreement by Convey
            Nominee;

      (b)   the resignation of Yang Jiemin as Manager and Wu Weidong as
            Supervisor and Yang Jiemin as executive director and legal
            representative of Beijing Ad Co;

      (c)   the amendment of the articles of association of Beijing Ad Co to
            provide for appointment of new director(s), a new legal
            representative and bank account signatory of Beijing Ad Co nominated
            by XFM and any other documents as may be required to effect the
            foregoing;

      (d)   the registration of the ownership of the Equity Interests in the
            name of the Nominee; and

                                     - 11 -
<PAGE>

      (e)   the termination of all agreements between any of WFOE or Beijing Ad
            Co and the Convey Nominee or Yang Jiemin and releases from Convey
            Nominee and Yang Jiemin in relation to the Group in form
            satisfactory to XFM.

3.2   Transfer of Equity Interests. As soon as practicable after Closing, the
      Vendor and the Covenantor shall procure the execution and delivery of the
      Equity Transfer Documents and, as soon as practicable after the execution
      and delivery of this Agreement, the completion of the transfer of all of
      the Equity Interests from the existing holder(s) thereof to the Nominee
      (the "EQUITY TRANSFER").

3.3   Transfer Procedures. The Vendor and the Covenantor hereby jointly and
      severally undertake to XFM that as soon as practicable after the execution
      and delivery of this Agreement and/or Closing (with the reasonable
      assistance from the Company and XFM) they shall:

      (a)   procure the due execution and delivery of all documents required to
            be executed and delivered by Convey Nominee or any other party
            necessary to vest in the Nominee his interest in all property and
            rights in Beijing Ad Co and the Equity Interests as are intended to
            be vested in him 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 Transfer with the relevant
            Governmental Entities in the form satisfactory to XFM.

3.4   Governance. Upon the completion of the Equity Transfer, the Vendor and the
      Covenantor shall and shall procure the delivery to XFM or such parties
      nominated by XFM with the reasonable assistance from the Company and XFM:

      (a)   written confirmation from the Vendor and the Covenantor 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)   shareholders' resolution of Beijing Ad Co approving the resignation
            of Convey Nominee as the executive director, legal representative
            and bank account signatory of Beijing Ad Co and the appointment of
            new director(s), new legal representative and bank account signatory
            of Beijing Ad Co and any other documents as may be required to
            effect the foregoing;

      (c)   all books and records of Beijing Ad Co;

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

                                     - 12 -
<PAGE>

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

      (f)   such other papers and documents as XFM may reasonably require; and

      (g)   termination agreements in respect of all agreements between any of
            WFOE or Beijing Ad Co and the Convey Nominee and releases from
            Convey Nominee in relation to the Group in form satisfactory to XFM
            (collectively, the "CONVEY NOMINEE AGREEMENTS").

4.    EARNOUT PAYMENTS

4.1   Earnout Payments. Subject to Clause 4.2 and Clause 4A, XFM shall pay the
      following amounts to the Vendor or such other party designated by the
      Vendor:

      (a)   an amount (the "2007 AMOUNT") calculated as the difference between:

            (i)   the product of: twelve (12} and the 2007 Net Income and sixty
                  per cent (60%)

            and

            (ii)  Ten Million US Dollars (US$10,000,000)

      (b)   an aggregate amount (the "2008 AMOUNT") calculated as the difference
            between:

            (i)   the product of: twelve (12} and the 2008 Net Income and forty
                  per cent (40%)

            and

            (ii)  Ten Million US Dollars (US$10,000,000)

            PROVIDED THAT

      (c)   the 2007 Amount and 2008 Amount shall not exceed Forty Million US
            Dollars (US$40,000,000); and

      (d)   if the 2007 Amount or the 2008 Amount shall be negative, such amount
            shall be deemed to be zero (0).

4.2   Preparation of 2007 and 2008 Financials. XFM shall instruct an
      international firm of accountants 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

                                     - 13 -
<PAGE>

            each of the financial years ended June 30, 2008 and June 30, 2009,
            respectively; and

      (b)   provide a copy of the 2007 Financials and 2008 Financials to the
            Vendor as soon as they are issued.

4.3   Calculation of the 2007 Amount and 2008 Amount. Within five (5) days of
      the delivery to the Vendor of the 2007 and 2008 Financials, respectively,
      XFM shall deliver to the Vendor 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 their advisors to
      review the applicable calculations. If the Vendor does 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 Vendor advises XFM in writing that it accepts 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 Vendor 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 by the resolution of 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 in a combination of
      (A) money in US Dollars in an amount equal to Fifty Per Cent (50%) of such
      sum, and (B) delivery of XFM Shares, rounded up to the nearest whole
      share, with an aggregate Market Value equal to Fifty Per Cent (50%) of
      such sum. Notwithstanding the foregoing, XFM may, in its sole discretion,
      deliver to the Vendor or any other Person(s) designated by the Vendor
      money in US Dollars in lieu of all or a portion of the 2007 Amount or 2008
      Amount otherwise deliverable to the Vendor in XFM Shares. Notwithstanding
      the foregoing, if for any reason XFM Shares or the ADRs representing them
      payable to the Vendor 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 Vendor, and
      the Vendor 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 Vendor in XFM Shares.

4.5   Payment Date. XFM shall pay the cash portion of the 2007 Amount and 2008
      Amount to the Vendor or any other Person designated by the Vendor 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

                                     - 14 -
<PAGE>

      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
      Vendor shall, in writing, advise XFM of the manner in which XFM shall pay
      such 2007 Amount and 2008 Amount. Specifically, the Vendor 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   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.

4.8   XFM Shares. Each of the Vendor and the Covenantor understands that the
      certificates evidencing the XFM Shares or ADRs shall bear the following or
      similar legend reflecting the restrictions on the transfer of such XFM
      Shares or ADRs contained herein:

            "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
            THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
            ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED,
            ASSIGNED, OR OTHERWISE DISPOSED OF UNLESS (1) A REGISTRATION
            STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
            ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY
            RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES, THE
            WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
            SATISFACTORY TO THE COMPANY, THAT THE SECURITIES, THE WARRANT OR
            SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED,
            ASSIGNED, OR OTHERWISE DISPOSED OF IN THE MANNER CONTEMPLATED
            WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
            ACT OR APPLICABLE STATE SECURITIES LAWS."

                                     - 15 -
<PAGE>

4.9   Set Off Against Earnouts. If any of the Operating Facilities shall be
      withdrawn or a demand is issued thereunder or the amount available
      therefrom from time to time shall be insufficient for the working capital
      of the Group, any excess cash needs funded by XFM shall be set off against
      the next Earnout Amount payable.

4A.   POST COMPLETION PAYMENT COVENANTS

      The Vendor and the Covenantor shall fulfill the covenants below ("POST
      COMPLETION COVENANTS") within thirty (30) days from the date hereof (the
      "FULFILLMENT DATE"):

4A.1  Deliverables. All matters and transactions contemplated in Clauses 2 and 3
      have been completed to the satisfaction of XFM and all documents
      contemplated to be executed and delivered in Clauses 2.5, 3.1 and 3.4 have
      been delivered in the forms required by XFM.

4A.2  Group Structure Agreements. All the Group Structure Agreements have been
      duly executed and delivered by all parties thereto other than XFM, its
      Affiliates or the Nominee.

4A.3  Board Composition. All documents required to change the directors of each
      member of the Group to nominees of XFM shall have been duly completed and
      signed and, where applicable, filed, submitted to or registered with the
      relevant Governmental Entity.

4A.4  Licenses. All Licenses shall be valid and in full force and shall be
      renewable solely by the member of the Group or its branch (where
      applicable) throughout the period up to the Fulfillment Date.

4A.5  Working Capital. There shall be, in the bank accounts of Convey
      Advertising, Convey Holdings, WFOE and Beijing Ad Co, aggregate working
      capital of not less than Five Million Hong Kong Dollars (HK$5,000,000) and
      no less than Twelve Million Hong Kong Dollars of accounts receivables of
      Convey Advertising shall have been collected in June, 2007.

4A.6  Minimum Advertising Signs. Convey Advertising shall own, lease, license or
      otherwise have the right to operate such numbers of billboards with the
      advertising area and in such format and in each area as set forth in
      Schedule R at the Fulfillment Date.

4A.7  Mak Properties. As soon as practicable, the Vendor and the Covenantor
      shall procure the respective owners of the Mak Properties to enter into an
      agreements with Convey Advertising or such other Person directed by XFM in
      accordance with Clause 5.5.

4A.8  Convey Advertising Balance Sheet. As of the Fulfillment Date:

      (a)   no amount shall be:

                                     - 16 -
<PAGE>

            (i)   due from related companies (noted as HK$29,262,000 on the May
                  31 Statements);

            (ii)  due to directors (noted as HK$5,472,000 on the May 31
                  Statements);

            (iii) due to related companies (noted as HK$5,062,000 on the May 31
                  Statements);

            (iv)  obligations under finance leases (noted as HK$3,183,000 on the
                  May 31 Statements);

            (v)   secured term loans (noted as HK$1,000,000 on the May 31
                  Statements),

            and the relevant waivers and releases of such amounts shall have
            been received from the relevant parties;

      (b)   the amount of HK$18,000,000 shall be noted as a payable to the
            Vendor; and

      (c)   the balance sheet of Convey Advertising as of the Fulfillment Date
            shall be substantially in the form attached hereto as Schedule S.

4A.9  Convey Advertising Operating Facilities. The Operating Facilities shall be
      in place and available to be drawn down and there has been no default
      thereunder..

4A.10 Convey Holdings Balance Sheet. As of the Fulfillment Date:

      (a)   no amount shall be:

            (i)   due from directors (noted as HK$5,250,000 on the May 31
                  Statements)

            (ii)  due from related companies (noted as HK$2,676,000 on the May
                  31 Statements);

            (ii)  due to directors (noted as HK$13,354,000 on the May 31
                  Statements);

            and the relevant waivers and releases of such amounts shall have
            been received from the relevant parties; and

      (b)   the balance sheet of Convey Holdings as of the Fulfillment Date
            shall be substantially in the form attached hereto as Schedule S.

4A.11 Convey Advertising Corporate Documents. The Vendor and Covenantor shall
      procure the delivery to XFM of:

      (a)   the undated resignation as directors of Convey Advertising by ST
            Mak, WS Mak, Goldman and Raymond and the resignation as company
            secretary of Convey Advertising of WS Mak and the appointment of
            Graham Earnshaw as director and K&L Gates as company secretary of
            Convey Advertising;

                                     - 17 -
<PAGE>

      (b)   duly completed and signed but undated documents required for the
            resignation of existing directors and appointment of new directors
            of Convey Advertising consisting of the following:

            (i)   Form D2A;

            (ii)  letters of resignation from existing directors of Convey
                  Advertising; and

            (iii) shareholders' and directors' resolution of Convey Advertising
                  approving the resignation of the existing directors and
                  company secretary, the appointment of the Persons as nominated
                  by XFM to be new directors and company secretary and the
                  change of the registered office of the Company;

4A.12 PRC Group Corporate Documents. The Vendor and Covenantor shall procure the
      delivery to XFM of:

      (a)   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 Huang Zaohong 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;

      (b)   all books and records of WFOE;

      (c)   the Ancillary Agreements executed by the parties and in the forms
            contemplated herein;

      (d)   all books and records of Beijing Ad Co;

      (e)   discharges of all obligations of Convey Advertising and any other
            member of the Group under the Equipment Finance; and

      (f)   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 any Governmental Entity.

                                     - 18 -
<PAGE>

4A.13 If all of the Post Completion Covenants set out above are not fulfilled on
      or before the Fulfillment Date, the amount of One Thousand US Dollars
      (US$1,000) for each day all of the Post Completion Conditions are not
      fulfilled following the Fulfillment Date shall be deducted firstly from
      the 2007 Amount and, should the 2007 Amount equal zero (0), the 2008
      Amount under the Purchase Agreement. For greater certainty, the 2007
      Amount or 2008 Amount shall not be less than zero (0).

5.    COVENANTS

5.1   Further Covenants. The Vendor and the Covenantor 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 Vendor or members of the Group as are necessary to vest in XFM or
      the Nominee 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 Vendor and the Covenantor shall do and shall
      procure to be done all actions necessary to ensure that the directors of
      the Company, Convey Advertising, Convey Holdings, WFOE and Beijing Ad Co
      shall be such Persons nominated by XFM.

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,
      Equity Interests or shares in the capital of any member of the Group or
      any right, title or interest therein or thereto, except to XFM or its
      Affiliate or in connection with fundraising activities of XFM and in
      accordance with its memorandum and articles of association and any attempt
      to transfer any Company Shares, Equity Interests or shares or any rights
      under any of them in violation of the preceding sentence shall be null and
      void ab initio.

5.4   Distributions. Prior to the Closing Date, none of Convey Advertising or
      Convey Holdings shall declare, pay or otherwise make any distribution of
      its capital or retained earnings except the aggregate amount of Eight
      Million Eight Hundred Thousand Hong Kong Dollars (HK$8,800,000) from one
      or more of Convey Advertising and Convey Holdings in the form of dividends
      or other payments to related companies or directors.

5.5   Mak Properties. As soon as practicable, the Vendor and the Covenantor
      shall procure the respective owners of the Mak Properties to enter into an
      agreements with Convey Advertising or such other Person directed by XFM
      which shall provide for the following:

      (a)   the Mak Properties shall be leased or, at the option of XFM,
            licensed exclusively to Convey Advertising or such other party
            designated by XFM for their use absolutely at the fixed monthly
            rental charge equal to twenty per cent

                                     - 19 -
<PAGE>

            (20%) of the revenue from the properties set out in Schedule V
            inclusive of all rates, management fees for the building and other
            maintenance costs and expenses for an initial term of five (5) years
            and renewable at the option of Convey Advertising for additional
            five (5) year terms at the prevailing market rent;

      (b)   the owner thereof shall not sell the property within three (3) years
            after the date of this Agreement without the prior written consent
            of XFM which consent may be withheld for any reason;

      (c)   at the additional consideration of One Hundred Hong Kong Dollars,
            (HK$100) grant to Convey Advertising or such other party designated
            by XFM an option to purchase the property at market price determined
            by a third party appraiser and a right of first offer for the
            purchase of the property at a price and on terms no less favourable
            than those offered to third parties; and

      (d)   the owner thereof shall notify Convey Advertising and XFM of any
            notices from Governmental Entities or the incorporated owners of the
            building or any other notice it receives in respect of the property.

5.6   eConvey. Prior to the Closing Date, eConvey shall have assigned to Convey
      Advertising all agreements with Clients for the provision of sign display,
      advertising and advertising services and shall have paid to Convey
      Advertising all amounts paid, payable or otherwise outstanding from the
      Clients thereunder and shall hold all additional payments it receives in
      trust for and pay the same at the direction of Convey Advertising and hold
      all rights benefits and interests in such agreements in trust for the
      benefit of Convey Advertising.

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

5.8   Minimum Advertising Signs. The Vendor and Covenantor shall procure that
      Convey Advertising will own, lease, license or otherwise have the right to
      operate such numbers of signs and billboards with the advertising area and
      in such format and in each area as set forth in Schedule R continuously
      throughout the period of seven (7) years from the Closing Date PROVIDED
      THAT if Convey Advertising shall not own, lease, license or otherwise have
      the right to operate any of the signs and billboards set forth in Schedule
      R (the "LOST BILLBOARD"), the Vendor and Covenantor shall immediately
      replace the Lost Billboard with another one which generates monthly
      revenues not less than 75% of that of the average generated by the Lost
      Billboard in the prior 12 months and with a minimum gross profit margin of
      25%.

5.9   Operating Facilities.

      (a)   The Vendor and Covenantor shall obtain consents from the lenders
            under the Operating Facilities in respect of the sale and purchase
            contemplated hereunder as soon as practicable.

                                     - 20 -
<PAGE>

      (b)   The Vendor and Covenantor shall procure ST Mak, WS Mak, Raymond,
            Kincross Inc., King Glare Limited, Janocean Investment Limited,
            Excel Kind Limited, Group World Limited, Freder Sign Centre Limited,
            Ad-Prom Specialty Ltd. and any other Person controlled by any of
            them to maintain the security required by the lenders under the
            Operating Facilities for an aggregate minimum principal amount of
            Ten Million Hong Kong Dollars (HK$10,000,000) for a period of not
            less than six (6) months following the Closing.

      (c)   The Covenantor shall maintain sufficient security required by the
            lenders under the Operating Facilities for an aggregate minimum
            principal amount of Ten Million Hong Kong Dollars (HK$10,000,000)
            for a period of not less than seven (7) years following the Closing.

5.10  Equipment Finance. As soon as practicable, the Company shall procure
      Convey Advertising to repay all amounts outstanding and discharge all
      obligations under the Equipment Finance.

5.11  Equity Transfer. The Vendor and Covenantor shall procure that the Equity
      Transfer is duly completed and all documents required to be filed with or
      delivered to Governmental Entities shall be so filed or delivered and
      obtain and complete all approvals, registration and permits for the Equity
      Transfer pursuant to Clause 3.

5.12  Payment to Vendor. The Company shall procure the payment of an amount up
      to Eighteen Million Dollars (HK$18,000,000) noted as a payable to the
      Vendor in the balance sheet of Convey Advertising. When receivables which
      are due and payable as stated on the May 31 Statements are received by
      Convey Advertising in any month, such amount shall be paid by Convey
      Advertising to the Vendor in the following month until the total of such
      payments equal Eighteen Million Dollars (HK$18,000,000).

5.13  "Convey" Name. As soon as practicable following the Closing, the Vendor
      and Covenantor shall procure that all companies Controlled by any of them
      or any of the Mak Principals bearing the name "Convey", "eConvey" or the
      letters "convey" expressed in that order shall be changed so that there
      shall be no reference to "convey" in their names.

5.14  Holdings Office. As soon as practicable, the Vendor and Covenantor shall
      procure the execution and delivery by the tenant to Convey Holdings a
      sublease of the office premises used by Convey Holdings from WT Finance
      Limited of the office premises used by it for HK$60,000 per month
      inclusive of all management fees, rates, utilities, etc. for the remainder
      of the term under the lease from Artview Properties Limited.

5.15  Management Contracts. As soon as practicable, the Vendor and Covenantor
      shall procure the execution and delivery of the Management Contracts by
      the Mak Principals.

5.16  ST Mak's Covenants. As soon as practicable, the Vendor and Covenantor
      shall procure the execution and delivery a deed or agreement in favour of
      XFM and the

                                     - 21 -
<PAGE>

      Company making representations, covenants and indemnities in substantially
      the same form as the Principal's Covenants.

6.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR AND THE COVENANTOR

      The Vendor and the Covenantor hereby jointly and severally represent and
      warrant and covenant to XFM that the following statements are and will be
      true and correct as of the date hereof and the Closing Date:

6.1   The Company. In respect of each of the Company, Convey Advertising and
      Convey Holdings:

      (a)   Organization, Standing, and Power. It is a company duly organized,
            validly existing, and in good standing under the laws of British
            Virgin Islands (in the case of the Company) and Hong Kong (in the
            case of Convey Advertising and Convey Holdings), 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 forth 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.

            (iii) None of its shares are beneficial owned or controlled by any
                  Chinese nationals or residents.

                                     - 22 -
<PAGE>

      (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 forth in
            Schedule C. Its particulars as set forth 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 by the Company have been duly authorized by all necessary
            action of its board of directors. Certified copies of the
            resolutions adopted by the Company's board of directors approving
            this Agreement and transactions contemplated hereby and thereby have
            been provided to XFM.

      (f)   Execution. The Company's 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. Except as disclosed in the
            Disclosure Schedule, 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.

                                     - 23 -
<PAGE>

       (i)    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 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)   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 this Agreement, nor performance of the Parties'
                     obligations under this 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.

                                     - 24 -
<PAGE>

              (iv)   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 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 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.

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

                                     - 25 -
<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.

              (xi)   The Company has not transferred, assigned, disposed in any
                     manner of any Intellectual Property.

       (j)    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 May 31
              Statements. The latest audited accounts for each of Convey
              Advertising and Convey Holdings are attached as Schedule S.

       (k)    Accounts Receivable. All of the accounts receivable shown in the
              May 31 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 May 31 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 ninety (90) days of the
              due date.

       (l)    Taxes.

              (i)    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 file any Return. The Vendor has
                     made available to XFM true and correct copies of all
                     Returns, and all material correspondence with any taxing
                     authority.

                                     - 26 -
<PAGE>

              (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. 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.

       (m)    Absence of Certain Changes and Events. Since the May 31 Statements
              and except as expressly provided herein, there has not been:

              (i)    any transaction involving more than US$5,000 for a single
                     transaction 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 May 31 Statements and liabilities incurred since the
                     date of the May 31 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;

                                     - 27 -
<PAGE>

              (vi)   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.

       (n)    Leases in Effect; Real Estate.

              (i)    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 or received any
                     order, notice, or other notification from any Governmental
                     Entity in respect of any Lease or property related thereto
                     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 and the Mak Property. All covenants
                     stipulations and conditions affecting the properties under
                     the Leases have been observed and performed and there are
                     no known circumstances which will entitle or require any
                     landlord to exercise any powers of entry or to take
                     possession or which would otherwise restrict or terminate
                     the continued possession or occupation of any of the said
                     properties. The properties which are the subject matters of
                     the Leases and the Mak Properties comprise all the land and
                     premises used or occupied by the Group and all the rights
                     vested in the Group relating to any land and premises at
                     the date hereof and the Group does not require any other
                     real property to carry on all of the business currently
                     carried on by it.

              (ii)   Each counterparty to the Leases is the registered owner of
                     the property to which the Lease relates (the collectively
                     the "LEASED REAL PROPERTIES") and there are appurtenant to
                     each Leased Real Property all rights and easements
                     necessary for its exclusive use and enjoyment and Convey
                     Advertising has the absolute right to the use, occupation
                     and enjoyment of the Leased Real Properties.

              (iii)  There is no defect in title to any of the Leased Real
                     Properties and, if required by XFM, the Vendor shall, at
                     its sole expense, procure Convey Advertising to deduce good
                     title to XFM in respect of all or any of the Leased Real
                     Properties.

              (iv)   The Leased Real Properties and the Owned Real Properties
                     comprise all the land and premises leased, used or occupied
                     by the Group and all the rights vested in the Group
                     relating to any land and premises at the date hereof.

              (v)    There are no rights, interests, conditions, reservations,
                     licences, options,

                                     - 28 -
<PAGE>

                     encumbrances, exceptions, covenants restrictions
                     stipulations easements or quasi easements, privileges or
                     any other matters or things known to the Vendor and the
                     Covenantor which may adversely affect the company's use of
                     the Leased Real Properties or any part thereof for the
                     purposes of the business and use now being carried on at or
                     in connection with the Leased Real Properties or which are
                     of an onerous or unusual nature or which conflict with the
                     present user and use thereof or any part thereof.

              (vi)   There are no disputes or outstanding or expected notices
                     (whether given by the lessor, the incorporated owners,
                     management company, a Governmental Entity or any other
                     Person) affecting the Leased Real Property in all material
                     respects;

              (vii)  There are no proposals, orders, acts or things made and
                     done or intended to be made or done by any Governmental
                     Entity or any other competent authority concerning all or
                     any part of any Leased Real Property or which would
                     adversely affect the use or value of the same or any part
                     thereof.

       (o)    Owned Real Property.

              (i)    The particulars of the Owned Real Properties shown in
                     Schedule P and Schedule W are true and correct and the
                     parties set out on Schedule P and Schedule W opposite each
                     property is the registered owner of and has good and
                     marketable title to each Owned Real Property which it owns
                     free from any encumbrance with no adverse rights thereon
                     and there are appurtenant to each Owned Real Property all
                     rights and easements necessary for its exclusive use and
                     enjoyment and Convey Advertising has the absolute right to
                     the use, occupation and enjoyment of the Owned Real
                     Property.

              (ii)   There is no defect in title to any of the Owned Real
                     Property and, if required by XFM, the Vendor shall, at its
                     sole expense, procure the Convey Advertising to deduce good
                     title to XFM in respect of all or any of the Owned Real
                     Property.

              (iii)  There are no rights, interests, conditions, reservations,
                     licences, mortgages, charges, options, encumbrances,
                     exceptions, covenants restrictions stipulations easements
                     or quasi easements, privileges or any other matters or
                     things which may adversely affect the company's use of the
                     Owned Real Property or any part thereof for the purposes of
                     the business now being carried on at or in connection with
                     the Owned Real Property or which are of an onerous or
                     unusual nature or which conflict with the present user
                     thereof or any part thereof or materially affect the value
                     of such Owned Real Property or any part thereof.

              (iv)   There are no disputes or outstanding or expected notices
                     (whether given by a lessor, a licensor, a Governmental
                     Entity or any other

                                     - 29 -
<PAGE>

                     Person) affecting the Owned Real Property;

              (v)    There are no proposals, orders, acts or things made and
                     done or intended to be made or done by any Governmental
                     Entity or any other competent authority concerning all or
                     any part of any Owned Real Property or which would
                     adversely affect the use or value of the same or any part
                     thereof.

       (p)    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 May 31
              Statements, except for acquisitions and dispositions since the
              date of the May 31 Statements in the ordinary course of business
              and not exceeding US$1,000.

       (q)    Litigation and Other Proceedings. Except as set forth in Schedule
              Q, 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 Schedule Q, the company is not a named party to any
              order, writ, judgment, decree, or injunction.

       (r)    No Defaults. Except as set forth in Schedule Q, 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
              provision of (i) its Company 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.

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

              (i)    Any employment contract or arrangement providing for annual
                     salary in excess of US$20,000 with any officer or employee
                     or with any consultant or director providing for annual
                     compensation in excess of US$20,000;

                                     - 30 -
<PAGE>

              (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)   Advertising, marketing or distribution agreement, agency
                     agreement, license, sales or service agreement, management
                     or sign display, printing, production, construction,
                     installation or use 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;

              (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 and the Covenantor have made available to XFM a copy of
              each Material Contract specified in Schedule G together with all
              amendments,

                                     - 31 -
<PAGE>

              material written waivers or other material written changes
              thereto. All the material contracts as set forth under Schedule G
              are valid and in full force and effect and the Vendor and
              Covenantor are not aware of any facts or events which may result
              in any of the Material Contracts to be terminated or nonrenewable
              prior to expiry by the relevant parties.

       (t)    Assets. The company has legal and beneficial ownership of all
              assets owned, possessed or used by the company as indicated in the
              May 31 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.

       (u)    Material Relations. None of the parties to any of the Material
              Contracts have in any way expressed to the company or the Vendor
              any intent to reduce the amount of or terminate its business with
              the company in the future.

       (v)    Insurance and Banking Facilities. The company has in place valid
              and enforceable contracts of insurance to cover third party
              liability for all signs and billboards with loss payable for any
              single event not less than HK$20,000,000. 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 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. The company has
              complied with the terms of all insurance contracts or policies.

       (w)    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.
              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. There are no claims pending or threatened to be brought
              against the company, in any court or administrative agency by any
              former or current employees of the company. The company has made
              all required contributions under the applicable laws in respect of
              wages, salaries, provident and pension funds and other payments
              and entitlements to all employees, officers and directors and has
              timely paid all such amounts to the proper Governmental Entity or
              authority.

                                     - 32 -
<PAGE>
      (x)   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.

      (y)   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.

      (z)   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 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.

      (aa)  Minimum Advertising Signs. Convey Advertising owns, leases, licenses
            or otherwise has the right to operate such numbers of billboards
            with the advertising area and in such format and in each area as set
            forth in Schedule R.

      (ab)  Mak Properties. Convey Advertising has valid and subsisting
            exclusive leases or, at the option of Convey Advertising, licenses
            for no charge as contemplated under this Agreement to occupy and use
            the Mak Properties for the erection of signs, billboards, antennas,
            transmission towers and other fixtures, affix other equipment,
            display, electrical or electronic apparatus or for any other use
            whatsoever and the necessary easements and rights of way to access
            the Mak Properties.

6.2   PRC Group. In respect of the WFOE and Beijing Ad Co (in each case,
      referred to as the "company" in this Clause 6.2):

      (a)   Organization, Standing, and Power. It is a wholly foreign owned
            enterprise (in the case of the WFOE) and a domestic company (in the
            case of Beijing Ad Co and its branches) 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

                                     - 33 -
<PAGE>

            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 members of the PRC Group shall be as set forth 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) Convey Nominee is the sole owner of all interests in and to
                  Beijing Ad Co 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.

            (iv)  the Vendor and the Covenantor do 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 which carries on businesses in competition with
                  the Group.

            (v)   The Company does not require the direct or indirect ownership
                  or control of any entity in the PRC other than the WFOE and
                  Convey Nominee and his ownership of Beijing Ad Co to carry on
                  the business of the Group in the PRC as currently carried on
                  by it.

      (d)   Branches. Beijing Ad Co 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. The particulars of the
            company set forth 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

                                     - 34 -
<PAGE>

            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
            forth 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 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;

                                     - 35 -
<PAGE>

                  (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)  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 obligated to provide any financial
                  consideration or other consideration to any third party, nor
                  is any third party otherwise entitled to any financial
                  consideration or other consideration, with respect to any
                  exercise of rights by the company or its successors in the
                  Intellectual Property.

            (iv)  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

                                     - 36 -
<PAGE>
                  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.

            (v)   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 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.

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

            (vii) 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.

            (viii)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.

            (ix)  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.

            (x)   The company has not transferred, assigned, disposed in any
                  manner of any Intellectual Property.

                                     - 37 -
<PAGE>

      (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 May 31 Statements.

      (i)   Accounts Receivable. All of the accounts receivable shown in the May
            31 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 May 31 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)   The company has timely filed (or caused to be filed) all tax
                  returns ("PRC 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 PRC Returns ("PRC
                  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 file any PRC Return. The Vendor and
                  the Covenantor have made available to XFM true and correct
                  copies of all PRC 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
                  PRC Returns that the company is or may be subject to taxation
                  by that jurisdiction. 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 PRC 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

                                     - 38 -
<PAGE>

                  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 May 31 Statements,
            there has not been:

            (i)   Any transaction involving more than US$5,000 for a single
                  transaction 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
                  May 31 Statements and liabilities incurred since the date of
                  the May 31 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)  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 "PRC LEASE"
            and, collectively, the "PRC 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 PRC 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 PRC 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

                                     - 39 -
<PAGE>

            May 31 Statements, except for acquisitions and dispositions since
            the date of the May 31 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. 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 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 forth in Schedule
            G (the "PRC MATERIAL CONTRACTS") the company is not a party to or
            bound by:

            (i)   Any employment contract or arrangement providing for annual
                  salary in excess of US$10,000 with any officer or employee or
                  with any consultant or director providing for annual
                  compensation in excess of US$10,000;

            (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)  Advertising, marketing or distribution agreement, agency
                  agreement, license, sales or service agreement, management or
                  sign display, printing, production, construction, installation
                  or use 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,

                                     - 40 -
<PAGE>

                  most favoured nation pricing provisions, or exclusive
                  marketing, reproduction, publishing or distribution rights
                  related to any product, group of products or territory;

            (vi)  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;

            (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 PRC 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 and the
            Covenantor have made available to XFM a copy of each PRC Material
            Contract specified in Schedule G together with all amendments,
            material written waivers or other material written changes thereto.
            All the PRC Material Contracts are valid and in full force and
            effect and the Vendor and Covenantor are not aware of any facts or
            events which may result in any of the PRC Material Contracts to be
            terminated or not renewable prior to expiry by the relevant parties.

      (q)   Assets. The company has legal and beneficial ownership of all assets
            owned, possessed or used by the company as indicated in the May 31
            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 PRC Material Contracts.

                                     - 41 -
<PAGE>

      (r)   Material Relations. None of the parties to any of the PRC Material
            Contracts have in any way expressed to any of the company, the
            Vendor or the Covenantor any intent to reduce the amount of or
            terminate its business with the company in the future.

      (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 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. 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. There are no
            claims pending or threatened to be brought against the company, in
            any court or administrative agency by any former or current
            employees of the company. 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.

      (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.

                                     - 42 -
<PAGE>

      (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 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 Vendor, the Covenantor or both of them:

            (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) 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 Vendor and the Covenantor are not aware of any facts which
                  could materially adversely affect it, any member of the Group,
                  or which are likely in the future to materially adversely
                  affect any of them and which

                                     - 43 -
<PAGE>

                  have not been disclosed by or on behalf of the Vendor or the
                  Covenantor 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 Vendor
            and Covenantor with the knowledge and expectation that XFM are
            placing reliance thereon.

6.4   Vendor. In respect of the Vendor:

      (a)   Organisation and Qualification. It is a company duly organised and
            validly existing under the laws of the British Virgin Islands.

      (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 sell 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 Group.

      (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.

                                     - 44 -
<PAGE>
     (f)  Investor Representation. The Vendor would be acquiring XFM Shares or
          ADRs thereof for its own account, not as a nominee or agent and for
          investment only and not with a view toward or for sale in the United
          States connection with any distribution thereof, or with any present
          intention of distributing or selling the XFM Shares or ADRs thereof in
          the United States. The Vendor understands and acknowledges that the
          XFM Shares or ADRs thereof are not being registered under the U.S.
          securities laws, any U.S. state securities laws or otherwise. The
          Vendor understands that the XFM Shares or ADRs thereof cannot be sold
          in the United States unless they are subsequently registered under the
          U.S. securities laws and applicable state securities laws or an
          exemption from such registration is available. For the avoidance of
          doubt, the foregoing representations are limited to sales and
          distributions of XFM Shares or ADRs thereof in the United States and
          shall not be construed as a representation or restrictive covenants in
          connection with sales or distributions by the Vendor of XFM Shares or
          ADRs thereof outside the United States.

7.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF XFM

     XFM hereby represents, warrants and covenants to the Vendor that each of
     the following statements is true and correct and will be true and correct
     as of the date hereof and the Closing Date:

7.1  Organisation and Qualification. It is a Person or a legal entity duly
     organised and validly existing under the laws of the Cayman Islands.

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.

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 Initial Payment and other payment as provided in this Agreement to
     the Vendor.

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,

                                     - 45 -
<PAGE>
     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.   INTENTIONALLY DELETED.

9.   CONDITIONS OF XFM'S OBLIGATIONS TO MAKE THE EARNOUT PAYMENT

     The obligations of XFM under this Agreement to pay the Earnout Payments are
     subject to the satisfaction or waiver of each of the following:

9.1  Representations and Warranties. All representations and warranties shall be
     true on and as of the date of payment of the relevant Earnout Payments with
     the same effect as though such representations and warranties had been made
     on and at such date.

9.2  Performance. Each of the Vendor and the Covenantor 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.

9.3  No Material Adverse Change. There has not occurred any Material Adverse
     Change in the Group's business, financial condition, assets or operations
     since the Closing Date.

9.4  Minimum Advertising Signs. The members of the Group own, lease or otherwise
     have the right to operate such numbers of billboards with such advertising
     area and in such format in each area as set forth in Schedule R
     continuously throughout the period of seven (7) years from the Closing Date
     PROVIDED THAT if Convey Advertising shall not own, lease, license or
     otherwise have the right to operate any of the signs and billboards set
     forth in Schedule R (the "LOST BILLBOARD"), the Vendor and Covenantor shall
     immediately replace the Lost Billboard with another one which generates
     monthly revenues not less than 75% of that of the average generated by the
     Lost Billboard in the prior 12 months and with a minimum gross profit
     margin of 25%.

9.5  Management Contracts and Principals' Covenants. The Persons, particulars of
     which are set out in Schedule J and Schedule L, respectively, have entered
     into the Management Agreements and Principals' Covenants with XFM and have
     not breached any of their obligations specified under the Management
     Agreements and Principals' Covenants, respectively and the Management
     Agreements and Principals' Covenants have not been terminated.

9.6  Equity Transfer. The Equity Transfer shall be duly completed and all
     documents required to be filed with or delivered to Governmental Entities
     shall be so filed or delivered and obtained and completed all approvals,
     registration and permits for the Equity Transfer pursuant to Clause 3.

                                     - 46 -
<PAGE>
9.7  "Convey" Name. All companies Controlled by any of the Vendor, the
     Covenantor or any of the Mak Principals bearing the name "Convey",
     "eConvey" or the letters "convey" expressed in that order shall be changed
     so that there shall be no reference to "convey" in their names.

9.8  Holdings Office. Convey Holdings shall have entered into a valid
     enforceable sublease from WT Finance Limited of the office premises used by
     it for HK$60,000 per month inclusive of all management fees, rates,
     utilities, etc. for the remainder of the term under the lease from Artview
     Properties Limited.

9.9  ST Mak's Covenants. ST Mak shall have executed and delivered a deed or
     agreement in favour of XFM and the Company making representations,
     covenants and indemnities in substantially the same form as the Principal's
     Covenants.

10.  INDEMNITY

10.1 Indemnity of XFM. The Vendor and the Covenantor shall jointly and severally
     indemnify and shall keep indemnified and save harmless XFM, the Nominee or
     any of their Affiliates from and against any and all losses, claims,
     damages (including damages, interest, penalties, fines and monetary
     sanctions) liabilities and costs incurred or suffered by XFM, the Company,
     the Nominee or any of their Affiliates by reason of, resulting from, in
     connection with, or arising in any manner whatsoever from the following
     (collectively, the "LOSSES"):

     (a)  the breach by any Person of any warranty, representation or covenant
          under this Agreement or the Ancillary Agreements or the inaccuracy of
          any representation given under and subject to this Agreement or the
          Ancillary Agreements contained or referred to in this Agreement or any
          Ancillary Agreement 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 by any Person of any covenant,
          undertaking, agreement or other obligation of any member of the Group,
          any Covenantor or eConvey of the Group Structure Agreements prior to
          Closing Date;

     (c)  save as disclosed in the May 31 Statements and subject to the
          provisions herein providing for adjustments to Closing, 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

                                     - 47 -
<PAGE>
     (d)  any of the matters disclosed to XFM notwithstanding that such matter
          has been disclosed to XFM hereunder or otherwise;

     (e)  the enforcement of any orders, requests, demands or other notices of
          any Governmental Entity (a "GOVERNMENTAL NOTICE") whether or not such
          Governmental Notice was issued before or after the Closing Date and
          whether or not such Governmental Notice is issued in respect of acts
          or omissions of any member of the Group before or after the Closing
          Date;

     (f)  any litigation by or against any member of the Group, a Mak Principal,
          any Covenantor or eConvey whether or not such litigation commenced
          before or after the Closing Date and whether or not the subject matter
          of such litigation arises from acts or omissions of any member of the
          Group, any Covenantor or eConvey before or after the Closing Date;

     (g)  (i) any Equipment Finance whether or not such Loss was incurred before
          or after the Closing Date and whether or not the Loss arose from acts
          or omissions of any member of the Group, any Covenantor or eConvey
          before or after the Closing Date; or

          (ii) any breach of the Operating Facilities whether such breach
          occurred before or after the Closing Date and whether or not such
          breach arose from acts or omissions of any member of the Group, any
          Covenantor or eConvey before or after the Closing Date.

10.2 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.

10.3 Survival of Warranties and Indemnity. The representations and warranties of
     the Covenantor and the Vendor in this Agreement and the rights of XFM to
     indemnification under this Agreement with respect to them shall remain in
     force and effect for a period of five (5) years following the Payment.

10.4 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 thirty (30) 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

                                     - 48 -
<PAGE>
     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.

10.5 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.

10.6 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
          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 10.6(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 and
          set off 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.

                                     - 49 -
<PAGE>
10.7 Certain Tax Matters. The Vendor and the Covenantor 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 Vendor and/or Covenantor under this Clause 10.7 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 Vendor
     and the Covenantor with reasonably prompt written notice of any proposed
     tax adjustment that may give rise to the Vendor and Covenantor's
     indemnification obligation hereunder, shall cooperate with the Vendor and
     Covenantor and permit the Vendor and/or the Covenantor to participate, at
     their own expense, in the audit or other proceeding. Notwithstanding the
     preceding sentence, in the event that Vendor and/or Covenantor want to
     accept a proposed settlement of a tax claim for which they have an
     indemnity obligation pursuant to this Clause 10.7 (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 Vendor
     or the Covenantor PROVIDED THAT in such case the maximum amount of
     liability of the Vendor and the Covenantor under such tax claim shall not
     exceed the amount for which they would have been liable if the Tax
     Settlement Option were accepted.

     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.

11.  NON-COMPETITION

11.1 Non Competition. The Vendor and the Covenantor hereby jointly and severally
     agrees that it, he or she and their respective Affiliates shall not
     (without the written consent of XFM) during the period from the Closing and
     until the fifth (5th) anniversary hereof in accordance with the terms
     thereof (the "NON-COMPETE PERIOD"):

                                     - 50 -
<PAGE>
      (a)   either on its, his or her own account or through any of their
            Affiliates, or in conjunction with or on behalf of any other Person,
            will on or be engaged, concerned or interested directly or
            indirectly whether as shareholder, director, employee, partner,
            agent or otherwise carry on any business in competition with the
            businesses carried on by the Group during the Non-Compete Period;
            and

      (b)   either on its, his or her own account or through any of their
            Affiliates or in conjunction with or on behalf of any other Person,
            employ, solicit or entice away or attempt to employ, solicit or
            entice away from the Group any Person for the purpose of carrying on
            any business in competition with the business carried on by the
            Group during the Non-Compete Period who is or shall have been at the
            date of or within twelve (12) months prior to the cessation of
            employment with the Group a director, officer, legal representative,
            manager or employee of the Group whether or not such Person would
            commit a breach of contract by reason of leaving such employment.

11.2. Non-solicitation of Clients. During the Non-Compete Period, the Vendor and
      the Covenantor shall not other than in connection with his or her
      employment with and for the benefit of the Group, directly or indirectly,
      either individually or as a principal, partner, member, manager, agent,
      employee, employer, consultant, independent contractor, stockholder, joint
      venturer or investor, or as a director or officer of any corporation,
      limited liability company, partnership or other entity, or in any other
      manner or capacity whatsoever,

      (a)   solicit or divert or attempt to solicit or divert from the Group any
            business with any Client;

      (b)   solicit or divert or attempt to solicit or divert from the Group any
            business with any Person or entity who was being solicited as a
            Client by the Group;

      (c)   induce or cause, or attempt to induce or cause, any salesperson,
            supplier, vendor, representative, independent contractor, broker,
            agent or other Person transacting business with the Group to
            terminate or modify such relationship or association or to
            represent, distribute or sell services or products in competition
            with services or products of the Group; or

      (d)   otherwise provide any services or products to any Client that are or
            have been provided by the Group.

11.3. Consideration. The covenants of the Vendor and Covenantor in this Clause
      11 are entered into in the course of and required for the acquisition of
      the Group and the payment of the Purchase Price and Earnout and the
      Covenantor agrees and acknowledges that he has an interest in the purchase
      and sale contemplated herein.

11.4. Separate Obligations. Each and every obligation under Clauses 11.1 and
      11.2 shall be treated as a separate obligation and shall be severally
      enforceable as such and in the event of any obligation or obligations
      being or becoming unenforceable in whole or in part such part or parts as
      are unenforceable shall be deleted from Clauses 11.1 or 11.2

                                     - 51 -
<PAGE>
      and any such deletion shall not affect the enforceability of all such
      parts of Clauses 11.1 and 11.2 as remain not so deleted.

11.5. Reasonableness. While the restrictions contained in Clauses 11.1 and 11.2
      are considered by the parties to be reasonable in all the circumstances,
      all of the parties to this Agreement recognized that restrictions of the
      nature in question may fail and, accordingly, each party hereby agree and
      declare that if any of such restrictions shall be adjudged to be void as
      going beyond what is reasonable in all the circumstances for the
      protection of the interests of the Group and XFM but would be valid if
      part of the wording thereof were deleted or the periods thereof reduced or
      the range of activities or area dealt with thereby reduced in scope the
      said restriction shall apply with such modifications as may be necessary
      to make it valid and effective. Each party hereto further acknowledges
      that the consideration contained in Clause 11.3 is reasonable and
      adequate.

11.6. Equitable Relief. Each of the Vendor and the Covenantor agrees that XFM's
      rights under this Clause are special and unique, and that any violation
      thereof by it, him or her would not be adequately compensated by money
      damages and there is not an adequate remedy at law for any such violation,
      and each of the Vendor and the Covenantor hereby grants to any relevant
      Person the right to specifically enforce (including injunctive relief or
      analogous proceedings) the terms of this Clause. In any proceeding, in
      equity or law, the Vendor and the Covenantor specifically waive any
      defence that there is an adequate remedy at law for any violations of the
      terms of this Agreement.

12.   INTENTIONALLY DELETED

13.   CONFIDENTIALITY AND NON-DISCLOSURE

13.1  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.

13.2  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 forth 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.

                                     - 52 -
<PAGE>
13.3 Permitted Disclosures. Notwithstanding the foregoing, any party may
     disclose any of the terms set forth 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.

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

13.5 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.

14.  MISCELLANEOUS

14.1 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.

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

14.3 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 14.3:

     (a)  The procedures of this Clause 13.3(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.

                                     - 53 -
<PAGE>
          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)-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.

14.4 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.

14.5 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.

                                     - 54 -
<PAGE>
14.6 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 forth on the signature page hereof, or at such other address or
     facsimile number as such party may designate by ten (10) days' advance
     written notice to the other parties.

14.7 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.

14.8 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.

14.9 Language. This Agreement shall be executed in English.

                     NEXT PAGE IS THE FIRST EXECUTION PAGE

                                     - 55 -

<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 :      Chief Executive Officer
Address of XFM :   Suite 2003-4 Vicwood Plaza
                   199 Des Voeux Road Central
                   Hong Kong

Telephone :
Facsimile :  852-2541-8266

<PAGE>

THE VENDOR

For and on behalf of PARIYA HOLDINGS LIMITED
By:


               /s/ Wong Siu Wa


Name :         WONG SIU WA

Title :        Director

Address :      Room 402-404, 4/F., Allied Kajiam Building,
               138 Gloucester Road, Hong Kong

Telephone :    (852) 6832-9089 / (86) 138-2362-3899

Facsimile :    (852) 2511-2872



THE COMPANY

For and on behalf of GOOD SPEED HOLDINGS LIMITED
By:


               /s/ Wong Siu Wa


Name :         WONG SIU WA

Title :        Director

Address :      Room 402-404, 4/F., Allied Kajiam Building,
               138 Gloucester Road, Hong Kong

Telephone :    (852) 6832-9089 / (86) 138-2362-3899

Facsimile :    (852) 2511-2872

<PAGE>

THE COVENANTOR


By WONG SIU WA


     /s/ Wong Siu Wa

WONG SIU WA

Address :      Room 402-404, 4/F., Allied Kajiam Building,
               138 Gloucester Road, Hong Kong

Telephone :    (852) 6832-9089 / (86) 138-2362-3899

Facsimile :    (852) 2511-2872

<PAGE>

                                   SCHEDULE A

                            DETAILS OF COMPANY SHARES

<Table>
<Caption>
PURCHASER                VENDOR                            NO. OF COMPANY SHARES

<S>                      <C>                               <C>
XFM                      Pariya Holdings Limited                     1

</Table>

<PAGE>

                                   SCHEDULE B

                           GROUP STRUCTURE AGREEMENTS

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

2.     Equity Pledge Agreement to be entered into amongst Nominee, Beijing Ad Co
       and WFOE and representing pledge of 100% of equity interest in Beijing Ad
       Co by Nominee in favour of WFOE.

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

4.     Exclusive Equity Purchase Option Agreement to be entered into by and
       among Nominee, Beijing Ad Co and WFOE.

5.     Equity transfer agreement signed in blank by Nominee.

6.     Authorisation letter signed in blank by Nominee.

7.     Subrogation Agreement to be entered into amongst Nominee, WFOE and
       Beijing Ad Co.

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

9.     Letter of resignation to be signed in blank by Nominee for acting as
       executive director of Beijing Ad Co.

10.    Appointment Letter to be signed in blank by Nominee designed by XFM.

<PAGE>

                                   SCHEDULE C

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

<PAGE>

                                   SCHEDULE D

        CORPORATE DETAILS OF THE GROUP IMMEDIATELY FOLLOWING CLOSING DATE

<PAGE>

                                   SCHEDULE E

                              INTELLECTUAL PROPERTY

PATENTS

<Table>
<Caption>
NAME OF            TITLE OF INVENTION    PLACE OF         PATENT           APPLICATION      TERM OF SHORT
-------            ------------------    --------         ------           -----------      -------------
PROPRIETOR                               REGISTRATION     NUMBER           NUMBER           TERM PATENT
----------                               ------------     ------           ------           -----------
<S>                <C>                   <C>              <C>              <C>              <C>
Convey             A Device for          Hong Kong        HK 1033631       01101867.7       Eight years
Advertising        Handling Cloth                                                           commencing on
Company            (Paper)                                                                  15 March 2001
Limited

</Table>

TRADEMARKS

<Table>
<Caption>
REGISTERED         TRADEMARK             PLACE OF         CLASS           REGISTRATION     DURATION OF
----------         ---------             --------         -----           ------------     -----------
OWNER                                    REGISTRATION                     NUMBER           VALIDITY
-----                                    ------------                     ------           --------
<S>                <C>                   <C>              <C>             <C>              <C>
Convey             CONVEY GROUP          Hong Kong        35              2003B10724       22-05-2002 to
Advertising        [Logo of                                                                21-05-2009
Company            CONVEY
Limited            GROUP]

Convey             econvey               Hong Kong        35              2003B10724       22-05-2002 to
Advertising        [Logo of                                                                21-05-2009
Company            econvey]
Limited
</Table>

<PAGE>

                                   SCHEDULE F

                                     LEASES


This is a list of leases.

<PAGE>

                                   SCHEDULE G

                               MATERIAL CONTRACTS


This is a list of material contracts.

<PAGE>

                                   SCHEDULE H

                               INSURANCE AND BANK

<PAGE>

                                   SCHEDULE I

                           FORM OF MANAGEMENT CONTRACT

<PAGE>

                                   SCHEDULE J

              LIST OF MANAGEMENT ENTERING INTO MANAGEMENT CONTRACT

(1)    WONG Siu Wa

(2)    MAK Siu Tong

(3)    MAK Goldman

(4)    MAK Wing Sze

(5)    MAK Raymond

(6)    MA Wing Kui

<PAGE>
                                   SCHEDULE K

                         FORM OF COVENANTOR'S AGREEMENT

<PAGE>
                                   SCHEDULE L

             LIST OF PERSONNEL ENTERING INTO COVENANTOR'S AGREEMENT

(1)  Wong Siu Wa

(2)  MAK Siu Tong

(3)  MAK Goldman

(4)  MAK Wing Sze

(5)  MAK Raymond

(6)  MA Wing Kui

<PAGE>
                                   SCHEDULE M

                            EQUITY TRANSFER DOCUMENTS

1.   Shareholders' Resolution of Beijing Ad Co approving the transfer of Equity
     Interests in Beijing Ad Co, change of executive director and legal
     representative and amendment to the Articles of Association;

2.   Agreement on Transfer of Equity Interests in Beijing Ad from Convey Nominee
     to Nominee;

3.   Shareholders' Resolution of Beijing Ad Co approving the new executive
     director and legal representative, the amendment of the Articles of
     Association and the registration of the same, etc;

4.   Acknowledgement of receipt of RMB1,000,000 from Convey Nominee to Nominee;
     and

5.   Amended Articles of Association of Beijing Ad Co.

<PAGE>
                                   SCHEDULE N

LICENSES/ CONSENTS

NIL

<PAGE>
                                   SCHEDULE O

                                MAY 31 STATEMENTS

<PAGE>
                                   SCHEDULE P

                              OWNED REAL PROPERTY

                                      NIL

<PAGE>
                                   SCHEDULE Q

                                   LITIGATION

<PAGE>
                                   SCHEDULE R

                                      SIGNS

Refer to Hong Kong Sign Leases under Schedule F.

<PAGE>
                                   SCHEDULE S

           AUDITED ACCOUNTS OF CONVEY ADVERTISING AND CONVEY HOLDINGS


<PAGE>
                                   SCHEDULE T

                                LIST OF CLIENTS

<PAGE>
                                   SCHEDULE U

                         PROFORMA CLOSING BALANCE SHEET

<PAGE>
                                   SCHEDULE V

                 MAK'S PROPERTIES & FIXED MONTHLY RENTAL CHARGE