SHARE
      EXCHANGE AGREEMENT

    


    By
      and among

    


    RISE
      ELITE INTERNATIONAL LIMITED,


    


    WORLD
      THROUGH LIMITED


     

    and

     

    NATIONAL
      REALTY & MORTGAGE, INC.


    


    dated
      as of June 5, 2007

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SHARE
      EXCHANGE AGREEMENT

    


    This
      SHARE EXCHANGE AGREEMENT, dated as of June 5, 2007 (the “Agreement”)
      by and
      among RISE
      ELITE INTERNATIONAL LIMITED, a BVI Business Company incorporated in the British
      Virgin Islands (“ELITE”),
      WORLD
      THROUGH LIMITED, a BVI Business Company incorporated in the British Virgin
      Islands (“WT”)
      and a
      wholly-owned subsidiary of ELITE, and NATIONAL REALTY & MORTGAGE, INC., a
      Nevada corporation (“NRMG”).
      

     

    WHEREAS,
      ELITE owns 100% of the issued and outstanding capital stock of WT ("WT
      Shares");

     

    WHEREAS,
      ELITE believes it is in its best interests to exchange the WT Shares for 210,886
      shares of newly-designated Series A Convertible Preferred Stock, par value
      $.001per share, of NRMG (the “NRMG
      Shares”
or
      the
“Purchase
      Price”
as
      used
      in Section 8.1 hereof) and NRMG believes it is in its best interests to acquire
      the WT Shares in exchange for NRMG Shares, upon the terms and subject to the
      conditions set forth in this Agreement (the “Share
      Exchange Transaction”);
      

     

    WHEREAS,
      it the intention of the parties that: (i) NRMG shall acquire 100% of the WT
      Shares in exchange solely for the amount of NRMG Shares set forth herein; (ii)
      said exchange of shares shall qualify as a tax-free reorganization under Section
      368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”);
      and
      (iii) said exchange shall qualify as a transaction in securities exempt from
      registration or qualification under the Securities Act of 1933, as amended
      and
      in effect on the date of this Agreement (the “Securities
      Act”);
      and

     

    WHEREAS,
      immediately following the consummation of the Share Exchange Transaction, NRMG
      intends to enter into a private placement financing transaction with certain
      accredited investors whereby NRMG will issue shares of newly-designated Series
      B
      Convertible Preferred Stock, par value $.001 per share, of NRMG and related
      warrants for cash (the “Financing
      Transaction”);
      and

     

     

    WHEREAS,
      the parties hereto agree that the capitalization table upon which the
      transactions contemplated by this Agreement and Financing Transaction are based
      is set forth as Schedule
      A
      hereto.


     

    NOW,
      THEREFORE, in consideration of the mutual terms, conditions and other agreements
      set forth herein, the parties hereto hereby agree as follows:

     

    ARTICLE
      I

     

    EXCHANGE
      OF SHARES FOR COMMON STOCK

     

    Section
      1.1 Agreement
      to Exchange WT Shares for NRMG Shares.
      On the
      Closing Date (as hereinafter defined) and upon the terms and subject to the
      conditions set forth in this Agreement, ELITE shall sell, assign, transfer,
      convey and deliver the WT Shares to NRMG, and NRMG shall accept the WT Shares
      from ELITE in exchange for the issuance to ELITE of the NRMG
      Shares.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      1.2 Capitalization.
      On the
      Closing Date, immediately before the transactions to be consummated pursuant
      to
      this Agreement and the Securities Purchase Agreement, dated the date hereof
      by
      and among NRMG, Elite, Vision, Richard Astrom, Christopher Astrom, and certain
      sellers parties thereto, NRMG shall have authorized (a) a total of 100,000,000
      shares of Common Stock, par value $.001 per share, 6,472,766 shares of which
      are
      issued and outstanding, (b) a total of 1,000,000 shares of Class A Common Stock,
      666,667 shares of which are issued and outstanding, and (c) 1,000,000 shares
      of
      Preferred Stock, $.001 par value per share (the “Preferred
      Stock”),
      none
      of which has been issued and outstanding, but 400,000 shares shall have been
      designated as Series A Convertible Preferred Stock (“Series
      A Stock”)
      and
      400,000 shares shall have been designated as Series B Convertible Preferred
      Stock (“Series
      B Stock”).
      

    


    Section
      1.3 Closing.
      The
      closing of the exchange to be made pursuant to this Agreement (the "Closing")
      shall
      take place at 5:00 p.m. E.D.T. on the day the conditions to closing set forth
      in
      Articles V and VI have been satisfied or waived, or at such other time and
      date
      as the parties hereto shall agree in writing (the "Closing
      Date"),
      at
      the offices of Guzov Ofsink, LLC, 600 Madison Avenue, 14th
      Floor,
      New York, New York 10022. At the Closing, ELITE shall deliver to NRMG the stock
      certificates representing 100% of the WT Shares, duly endorsed in blank for
      transfer or accompanied by appropriate stock powers duly executed in blank.
      In
      full consideration and exchange for the WT Shares, NRMG shall issue and exchange
      with ELITE NRMG Shares.

     

    ARTICLE
      II

    


    REPRESENTATIONS
      AND WARRANTIES OF PARALLEL

    


    NRMG
      hereby represents, warrants and agrees that the statements in the following
      paragraphs of this Section 2 are all true and complete as of the date hereof,
      and will, except as contemplated by this Agreement, be true and complete as
      of
      the Closing Date as if first made on such date:

    


    Section
      2.1 Corporate
      Organization

    


    a. NRMG
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of Nevada, and has all requisite corporate power and authority to own its
      properties and assets and to conduct its business as now conducted and is duly
      qualified to do business in good standing in each jurisdiction in which the
      nature of the business conducted by NRMG or the ownership or leasing of its
      properties makes such qualification and being in good standing necessary, except
      where the failure to be so qualified and in good standing will not have a
      material adverse effect on the business, operations, properties, assets,
      condition or results of operation of NRMG (a "NRMG
      Material Adverse Effect");
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    b. Copies
      of
      the Articles of Incorporation and By-laws of NRMG as well as the Certificates
      of
      Designation of the Series A Stock and the Series B Stock, with all amendments
      thereto to the date hereof, have been furnished to ELITE, and such copies are
      accurate and complete as of the date hereof. The minute books of NRMG are
      current as required by law, contain the minutes of all meetings of the Board
      of
      Directors and shareholders of NRMG from its date of incorporation to the date
      of
      this Agreement, and adequately reflect all material actions taken by the Board
      of Directors and shareholders of NRMG.

    


    Section
      2.2 Capitalization
      of NRMG.
      The
      authorized capital stock of NRMG consists of (a) a total of 100,000,000 shares
      of Common Stock, par value $.001 per share, 6,472,766 shares of which are issued
      and outstanding, (b) a total of 1,000,000 shares of Class A Common Stock, par
      value $.001 per share, 666,667 shares of which are issued and outstanding,
      and
      (c) 1,000,000 shares of Preferred Stock, $.001 par value per share (the
“Preferred
      Stock”),
      none
      of which has been issued and outstanding, but 400,000 shares shall have been
      designated as Series A Convertible Preferred Stock (“Series
      A Stock”)
      and
      400,000 shares shall have been designated as Series B Convertible Preferred
      Stock (“Series
      B Stock”).
      The
      parties agree that they have been informed of the issuances of the NRMG Shares,
      and that all such issuances of NRMG Shares pursuant to this Agreement will
      be in
      accordance with the provisions of this Agreement. All of the NRMG Shares to
      be
      issued pursuant to this Agreement have been duly authorized and will be validly
      issued, fully paid and non-assessable and no personal liability will attach
      to
      the ownership thereof. Except as pursuant to the Financing Transaction and
      the
      Debentures (as hereafter defined), as of the date of this Agreement there are
      and as of the Closing Date, there will be, no outstanding options, warrants,
      agreements, commitments, conversion rights, preemptive rights or other rights
      to
      subscribe for, purchase or otherwise acquire any shares of capital stock or
      any
      un-issued or treasury shares of capital stock of NRMG. 

    


    Section
      2.3 Subsidiaries
      and Equity Investments.
      NRMG
      represents and warrants that (i) set forth on Schedule 2.3
      is a
      true and correct list of the entities in which NRMG, directly or indirectly,
      owns capital stock or holds an equity or similar interest, together with their
      respective jurisdictions of organization and the percentage of the outstanding
      capital stock or other equity interests of such entity that is held by NRMG;
      (ii) other than with respect to the entities listed on Schedule 2.3,
      NRMG
      does not, directly or indirectly, own any securities or beneficial ownership
      interests in any other Person (including through joint ventures or partnership
      arrangements) or have any investment in any other Person; (iii) NRMG and its
      “Subsidiaries”
(which
      for purposes of this Agreement means any entity in which NRMG or any of its
      Subsidiaries, directly or indirectly, owns any of the capital stock, equity
      or
      similar interests or voting power of such entity at the date of this Agreement)
      are entities duly organized and
      validly existing and, except as set forth on Schedule
      2.3,
      in good
      standing under the laws of the jurisdictions in which they are formed, and
      have
      the requisite power and authority to own their properties and to carry on their
      business as now being conducted; and (iv) if applicable, each of NRMG and the
      Subsidiaries is duly qualified as a foreign entity to do business and, to the
      extent legally applicable, is in good standing in every jurisdiction in which
      its ownership of property or the nature of the business conducted by it makes
      such qualification necessary, except to the extent that the failure to be so
      qualified or be in good standing would not have a material adverse
      effect

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      2.4 Authorization
      and Validity of Agreements.
      NRMG
      has all corporate power and authority to execute and deliver this Agreement,
      to
      perform its obligations hereunder and to consummate the transactions
      contemplated hereby. The execution and delivery of this Agreement by NRMG and
      the consummation by NRMG of the transactions contemplated hereby have been
      duly
      authorized by all necessary corporate action of NRMG, and no other corporate
      proceedings on the part of NRMG are necessary to authorize this Agreement or
      to
      consummate the transactions contemplated hereby.

    


    Section 2.5 No
      Conflict or Violation.
      The
      execution and delivery by such party of this Agreement does not, and the
      performance by NRMG of its obligations under this Agreement and the consummation
      of the transactions contemplated hereby will not, conflict with or result in
      a
      violation or breach of any of the terms, conditions or provisions of any other
      agreement to which NRMG is a party. Neither NRMG, nor any subsidiary, is in
      violation of, in conflict with, in breach of or in default under any term or
      provision of, and no right of any party to accelerate, terminate, modify or
      cancel has come into existence under, (i) its articles of incorporation or
      by-laws (each as may have been amended, supplemented or restated), (ii) any
      provision of any judgment, writ, injunction, decree or order to which the any
      of
      them is a party; or (iii) any law, statute, rule or regulation applicable to
      any
      of them.

    


    Section
      2.6 Consents
      and Approvals.
      No
      consent, waiver, authorization or approval of any governmental or regulatory
      authority, domestic or foreign, or of any other person, firm or corporation,
      is
      required in connection with the execution and delivery of this Agreement by
      NRMG
      or the performance by NRMG of its obligations hereunder.

    


    Section
      2.7 Material
      Agreements.
      NRMG
      represents that NRMG is not a party to or bound by any contracts, including,
      but
      not limited to any:

     

    
      	 	
              a.

            	employment, advisory or consulting
              contract;


    

     

    
      	 	
              b.

            	plan providing for employee benefits of any
              nature;


    

     

    
      	 	
              c.

            	lease with respect to any property or
              equipment;


    

    


    
      	 	
              d.

            	
              contract,
                agreement, understanding or commitment for any future expenditure
                in
                excess of $1,000 in the aggregate;

            


    

    


    
      	 	
              e.

            	
              contract
                or commitment pursuant to which it has assumed, guaranteed, endorsed,
                or
                otherwise become liable for any obligation of any other person, entity
                or
                organization;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              f.

            	
              agreement
                with any person relating to the dividend, purchase or sale of securities,
                that has not been settled by the delivery or payment of securities
                when
                due, and which remains unsettled upon the date of the
                Agreement.

            


    

    


     Section
      2.8 No
      Disagreements with Accountants and Lawyers.
      NRMG
      represents that there are no disagreements of any kind presently existing,
      or
      anticipated by NRMG to arise, between NRMG accountants and lawyers formerly
      or
      presently employed by NRMG. NRMG is current with respect to fees owed to its
      accountants and lawyers.

    


    Section
      2.9 Disclosure.
      This
      Agreement and any certificate attached hereto or delivered in accordance with
      the terms hereby by or on behalf of NRMG in connection with the transactions
      contemplated by this Agreement, when taken together, do not contain any untrue
      statement of a material fact or omit any material fact necessary in order to
      make the statements contained herein and/or therein not misleading.


    


    Section
      2.10  Litigation.
      NRMG
      represents that (i) there is no action, suit, proceeding or investigation
      pending or, to the best knowledge of NRMG, currently threatened against NRMG
      or
      any Subsidiary that may affect the validity of this Agreement or the right
      of
      the Sellers to enter into this Agreement or to consummate the transactions
      contemplated hereby; (ii) there is no action, suit, proceeding or investigation
      pending or, to the best knowledge of NRMG, currently threatened against NRMG
      or
      its Subsidiaries, before any court or by or before any governmental body or
      any
      arbitration board or tribunal, nor is there any judgment, decree, injunction
      or
      order of any court, governmental department, commission, agency, instrumentality
      or arbitrator against NRMG or any of its Subsidiaries; (iii) NRMG and its
      Subsidiaries are not a party or subject to the provisions of any order, writ,
      injunction, judgment or decree of any court or government agency or
      instrumentality; and (iv) there is no action, suit, proceeding or investigation
      by NRMG or any Subsidiary currently pending or which NRMG intends to initiate.
      When any reference to the “knowledge” or “best knowledge” of NRMG, CA or Sellers
      is made in this Agreement, such terms shall mean the knowledge that would be
      gained from due inquiry into the matters referenced.

    


    Section
      2.10 Financial
      Statements.
      NRMG
      represents that (i) NRMG’s financial statements contained in its Filings, (the
“Financial
      Statements”)
      have
      been prepared in accordance with U.S. GAAP applied on a consistent basis
      throughout the periods indicated and with each other, except that the unaudited
      Financial Statements do not contain all footnotes required by U.S. GAAP; (ii)
      the Financial Statements fairly present the financial condition and operating
      results of NRMG as of the dates, and for the periods, indicated therein, subject
      to normal year-end audit adjustments; (iii) except as set forth in the Financial
      Statements, NRMG has no material liabilities (contingent or otherwise); (iii)
      NRMG is not a guarantor or indemnitor of any indebtedness of any other person,
      firm or corporation; and (iv) NRMG maintains and will continue to maintain
      a
      standard system of accounting established and administered in accordance with
      U.S. GAAP until Closing. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      2.11 Books
      and Financial Records.
      NRMG
      represents that all the accounts, books, registers, ledgers, Board minutes
      and
      financial and other material records of whatsoever kind of each of NRMG and
      its
      Subsidiaries have been fully properly and accurately kept and completed; there
      are no material inaccuracies or discrepancies of any kind contained or reflected
      therein; and they give and reflect a true and fair view of the financial,
      contractual and legal position of each company.

    


    Section
      2.12 Employee
      Benefit Plans.
      NRMG
      represents that he Company does not have any “Employee Benefit Plan” as defined
      in the U.S. Employee Retirement Income Security Act of 1974 or similar plans
      under applicable laws.

    


    Section
      2.13 Tax
      Returns, Payments and Elections.
      NRMG
      represents that (i) each of NRMG and its Subsidiaries has timely filed all
      Tax
      (as defined below) returns, statements, reports, declarations and other forms
      and documents (including, without limitation, estimated tax returns and reports
      and material information returns and reports) (“Tax
      Returns”)
      required pursuant to applicable law to be filed with any Tax Authority (as
      defined below) (ii) all such Tax Returns are accurate, complete and correct
      in
      all material respects, and each of NRMG and its Subsidiaries has timely paid
      all
      Taxes due; and (iii) each of NRMG and its Subsidiaries has withheld or collected
      from each payment made to each of its employees, the amount of all Taxes
      (including, but not limited to, United States income taxes and other foreign
      taxes) required to be withheld or collected therefrom, and has paid the same
      to
      the proper Tax Authority. For purposes of this Agreement, the following terms
      have the following meanings: “Tax”
(and,
      with correlative meaning, “Taxes” and “Taxable”) means any and all taxes
      including, without limitation, (x) any net income, alternative or add-on minimum
      tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
      profits, value added, net worth, license, withholding, payroll, employment,
      excise, severance, stamp, occupation, premium, property, environmental or
      windfall profit tax, custom, duty or other tax, governmental fee or other like
      assessment or charge of any kind whatsoever, together with any interest or
      any
      penalty, addition to tax or additional amount imposed by any United States,
      local or foreign governmental authority or regulatory body responsible for
      the
      imposition of any such tax (domestic or foreign) (a “Tax
      Authority”),
      (y)
      any liability for the payment of any amounts of the type described in (x) as
      a
      result of being a member of an affiliated, consolidated, combined or unitary
      group for any taxable period or as the result of being a transferee or successor
      thereof and (z) any liability for the payment of any amounts of the type
      described in (x) or (y) as a result of any express or implied obligation to
      indemnify any other person. 

    


    Section
      2.14 Survival.
      Each of
      the representations and warranties set forth in this Article II shall be deemed
      represented and made by NRMG at the Closing as if made at such time and shall
      survive the Closing for a period terminating on the second anniversary of the
      date of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES OF WT AND ELITE

    


    Unless
      otherwise indicated below, WT and ELITE, severally and not jointly, represents,
      warrants and agrees, as to itself, that the statements in the following
      paragraphs of this Section 3 are all true and complete as of the date hereof,
      and will, except as contemplated by this Agreement, be true and complete as
      of
      the Closing Date as if first made on such date:

    


    Section
      3.1 Corporate
      Organization.
       WT
      is a
      company organized as a BVI Business Company under the laws of the British Virgin
      Islands, is duly organized, validly existing and in good standing under the
      laws
      of the British Virgin Islands and has the requisite power and authority to
      own,
      lease and operate its assets and properties and to carry on its business as
      it
      is now being or currently planned to be conducted. WT is in possession of all
      franchises, grants, authorizations, licenses, permits, easements, consents,
      certificates, approvals and orders (“Approvals”)
      necessary to own, lease and operate the properties it purports to own, operate
      or lease and to carry on its business as it is now being conducted, and to
      consummate the transactions contemplated under this Agreement, except where
      the
      failure to have such Approvals could not, individually or in the aggregate,
      reasonably be expected to have a material adverse effect on the business,
      operations, properties, assets, condition or results of operation of WT. WT
      has
      complete and correct copies of the articles of organization and bylaws or
      similar governing, organization or charter documents (collectively referred
      to
      herein as "Charter
      Documents").
      WT is
      not in violation of any of the provisions of its Charter Documents. The minute
      books or the equivalent of WT contain true, complete and accurate records of
      meetings and consents in lieu of meetings of its board of directors (and any
      committees thereof), similar governing bodies and stockholders of WT
      ("Corporate
      Records"),
      since
      the time of its organization. The ownership records of WT Shares are true,
      complete and accurate records of the ownership of the WT Shares as of the date
      of such records and contain all transfers of such Shares since the time of
      WT’s
      organization (“Share Records”).  

    


    Section
      3.2 Capitalization
      of WT; Title to the WT Shares.
      On the
      Closing Date, immediately before the transactions to be consummated pursuant
      to
      this Agreement, WT shall have authorized 10,000 WT Shares, of which 10,000
      WT
      Shares will be issued and outstanding. The WT Shares are the sole outstanding
      shares of capital stock of WT, and there are no outstanding options, warrants,
      agreements, commitments, conversion rights, preemptive rights or other rights
      to
      subscribe for, purchase or otherwise acquire any shares of capital stock or
      any
      un-issued or treasury shares of capital stock of WT.

    


    Section
      3.3 Subsidiaries
      and Equity Investments; Assets.
      Each of
      the subsidiaries and affiliated companies of WT are set forth on Schedule 3.3.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      3.4 Authorization
      and Validity of Agreements.
      WT has
      all corporate power and authority to execute and deliver this Agreement, to
      perform its obligations hereunder and to consummate the transactions
      contemplated hereby. The execution and delivery of this Agreement by WT and
      the
      consummation of the transactions contemplated hereby have been duly authorized
      by all necessary corporate action and no other corporate proceedings on the
      part
      of WT are necessary to authorize this Agreement or to consummate the
      transactions contemplated hereby. ELITE has approved this Agreement on behalf
      of
      WT and no other stockholder approvals are required to consummate the
      transactions contemplated hereby. The execution and delivery of this Agreement
      by ELITE and the consummation of the transactions contemplated hereby by Elite
      have been duly authorized by all necessary action by Elite and no other
      proceedings on the part of WT or ELITE are necessary to authorize this Agreement
      or to consummate the transactions contemplated hereby. 

    


    Section
      3.5 No
      Conflict or Violation.
      The
      execution, delivery and performance of this Agreement by WT or ELITE does not
      and will not violate or conflict with any provision of the Charter Documents
      of
      WT, and does not and will not violate any provision of law, or any order,
      judgment or decree of any court or other governmental or regulatory authority,
      nor violate, result in a breach of or constitute (with due notice or lapse
      of
      time or both) a default under or give to any other entity any right of
      termination, amendment, acceleration or cancellation of any contract, lease,
      loan agreement, mortgage, security agreement, trust indenture or other agreement
      or instrument to which WT or ELITE is a party or by which it is bound or to
      which any of its respective properties or assets is subject, nor result in
      the
      creation or imposition of any lien, charge or encumbrance of any kind whatsoever
      upon any of the properties or assets of WT or ELITE, nor result in the
      cancellation, modification, revocation or suspension of any of the licenses,
      franchises, permits to which WT or ELITE is bound.

    


    Section
      3.6 Investment
      Representations.
      

    


    (a)
      The
      NRMG Shares will be acquired hereunder solely for the account of ELITE, for
      investment, and not with a view to the resale or distribution thereof. ELITE
      understands and is able to bear any economic risks associated with such
      investment in the NRMG Shares. ELITE has had full access to all the information
      it considers necessary or appropriate to make an informed investment decision
      with respect to the NRMG Shares to be acquired under this Agreement. ELITE
      further has had an opportunity to ask questions and receive answers from Novack
      Burnbaum Crystal LLP, counsel for the holders of NRMG’s 8% Series SPD Senior
      Subordinated Convertible Redeemable Debentures Due October 17, 2003 (the
“Debentures”) regarding NRMG. ELITE is an “accredited investor” (as such term is
      defined in Rule 501(a) of Regulation D promulgated by the Securities and
      Exchange Commission under the Securities Act).

    


    (b)
      No
      offer to enter into this Agreement has been made by NRMG to ELITE in the United
      States. None of ELITE, any of its affiliate, or any person acting on behalf
      of
      ELITE or any behalf of any such affiliate, has engaged or will engage in any
      activity undertaken for the purpose of, or that reasonably could be expected
      to
      have the effect of, conditioning the markets in the United States for the NRMG
      Shares, including, but not limited to, effecting any sale or short sale of
      securities through ELITE, or any of its affiliate prior to the expiration of
      any
      restricted period contained in Regulation S promulgated under the Securities
      Act
      (any such activity being defined herein as a “Directed
      Selling Effort”).
      To
      the best knowledge of ELITE, this Agreement and the transactions contemplated
      herein are not part of a plan or scheme to evade the registration provisions
      of
      the Securities Act, and the NRMG Shares are being acquired for investment
      purposes by ELITE. ELITE agrees that all offers and sales of NRMG Shares from
      the date hereof and through the expiration of the any restricted period set
      forth in Rule 903 of Regulation S (as the same may be amended from time to
      time
      hereafter) shall not be made to U.S. Persons or for the account or benefit
      of
      U.S. Persons and shall otherwise be made in compliance with the provisions
      of
      Regulation S and any other applicable provisions of the Securities Act. Neither
      ELITE nor the representatives of ELITE have conducted any Directed Selling
      Effort as that term is used and defined in Rule 902 of Regulation S and neither
      ELITE nor any representative of ELITE will engage in any such Directed Selling
      Effort within the United States through the expiration of any restricted period
      set forth in Rule 903 of Regulation S.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      3.7 Brokers’
      Fees. ELITE
      does not have any liability to pay any fees or commissions or other
      consideration to any broker, finder, or agent with respect to the transactions
      contemplated by this Agreement. 

    


    Section
      3.8 Disclosure.
      This
      Agreement, the schedules hereto and any certificate attached hereto or delivered
      in accordance with the terms hereby by or on behalf of WT or ELITE in connection
      with the transactions contemplated by this Agreement, when taken together,
      do
      not contain any untrue statement of a material fact or omit any material fact
      necessary in order to make the statements contained herein and/or therein not
      misleading. 

    


    Section
      3.9 Survival.
      Each of
      the representations and warranties set forth in this Article III shall be deemed
      represented and made by WT and ELITE at the Closing as if made at such time
      and
      shall survive the Closing for a period terminating on the second anniversary
      of
      the date of this Agreement.

    


    ARTICLE
      IV

    


    COVENANTS

    


    Section
      4.1 Certain
      Changes and Conduct of Business.

    


    a. From
      and
      after the date of this Agreement and until the Closing Date, NRMG shall conduct
      its business solely in the ordinary course consistent with past practices and,
      in a manner consistent with all representations, warranties or covenants of
      NRMG, and without the prior written consent of WT, will not, except as required
      or permitted pursuant to the terms hereof and the Financing
      Transaction:

    


    
      	 	
              i.

            	
              make
                any material change in the conduct of its businesses and/or operations
                or
                enter into any transaction other than in the ordinary course of business
                consistent with past practices;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              ii.

            	
              make
                any change in its Charter Documents; issue any additional shares
                of
                capital stock or equity securities or grant any option, warrant or
                right
                to acquire any capital stock or equity securities or issue any security
                convertible into or exchangeable for its capital stock or alter in
                any
                material term of any of its outstanding securities or make any change
                in
                its outstanding shares of capital stock or its capitalization, whether
                by
                reason of a reclassification, recapitalization, stock split or
                combination, exchange or readjustment of shares, stock dividend or
                otherwise;

            


    

    


    
      	 	
              iii.

            	
              A.

            	
              incur,
                assume or guarantee any indebtedness for borrowed money, issue any
                notes,
                bonds, debentures or other corporate securities or grant any option,
                warrant or right to purchase any thereof, except pursuant to transactions
                in the ordinary course of business consistent with past practices;
                or

            


    

    


    
      	 	
              B.

            	
              issue
                any securities convertible or exchangeable for debt or equity securities
                of NRMG;

            


    

    


    
      	 	
              iv.

            	
              make
                any sale, assignment, transfer, abandonment or other conveyance of
                any of
                its assets or any part thereof, except pursuant to transactions in
                the
                ordinary course of business consistent with past
                practice;

            


    

    


    
      	 	
              v.

            	
              subject
                any of its assets, or any part thereof, to any lien or suffer such
                to be
                imposed other than such liens as may arise in the ordinary course
                of
                business consistent with past practices by operation of law which
                will not
                have an NRMG Material Adverse
                Effect;

            


    

    


    
      	 	
              vi.

            	
              acquire
                any assets, raw materials or properties, or enter into any other
                transaction, other than in the ordinary course of business consistent
                with
                past practices;

            


    

    


    
      	 	
              vii.

            	
              enter
                into any new (or amend any existing) employee benefit plan, program
                or
                arrangement or any new (or amend any existing) employment, severance
                or
                consulting agreement, grant any general increase in the compensation
                of
                officers or employees (including any such increase pursuant to any
                bonus,
                pension, profit-sharing or other plan or commitment) or grant any
                increase
                in the compensation payable or to become payable to any employee,
                except
                in accordance with pre-existing contractual provisions or consistent
                with
                past practices;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              viii.

            	
              make
                or commit to make any material capital
                expenditures;

            


    

    


    
      	 	
              ix.

            	
              pay,
                loan or advance any amount to, or sell, transfer or lease any properties
                or assets to, or enter into any agreement or arrangement with, any
                of its
                affiliates;

            


    

    


    
      	 	
              x.

            	
              guarantee
                any indebtedness for borrowed money or any other obligation of any
                other
                person;

            


    

    


    
      	 	
              xi.

            	
              fail
                to keep in full force and effect insurance comparable in amount and
                scope
                to coverage maintained by it (or on behalf of it) on the date
                hereof;

            


    

    


    
      	 	
              xii.

            	
              take
                any other action that would cause any of the representations and
                warranties made by it in this Agreement not to remain true and correct
                in
                all material aspect;

            


    

    


    
      	 	
              xiii.

            	
              make
                any material loan, advance or capital contribution to or investment
                in any
                person;

            


    

    


    
      	 	
              xiv.

            	
              make
                any material change in any method of accounting or accounting principle,
                method, estimate or practice;

            


    

    


    
      	 	
              xv.

            	
              settle,
                release or forgive any claim or litigation or waive any
                right;

            


    

    


    
      	 	
              xvi.

            	
              commit
                itself to do any of the foregoing.

            


    

    


    b. From
      and
      after the date of this Agreement, WT will:

    


    
      	 	
              1.

            	
              continue
                to maintain, in all material respects, its properties in accordance
                with
                present practices in a condition suitable for its current
                use;

            


    

    


    
      	 	
              2.

            	
              file,
                when due or required, federal, state, foreign and other tax returns
                and
                other reports required to be filed and pay when due all taxes,
                assessments, fees and other charges lawfully levied or assessed against
                it, unless the validity thereof is contested in good faith and by
                appropriate proceedings diligently
                conducted;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              3.

            	
              continue
                to conduct its business in the ordinary course consistent with past
                practices;

            


    

    


    
      	 	
              4.

            	
              keep
                its books of account, records and files in the ordinary course and
                in
                accordance with existing practices;
                and

            


    

    


    
      	 	
              5.

            	
              continue
                to maintain existing business relationships with suppliers.
                

            


    

    


    Section
      4.2 Access
      to Properties and Records.
      WT
      shall afford NRMG’s accountants, counsel and authorized representatives, and
      NRMG shall afford to WT's accountants, counsel and authorized representatives
      full access during normal business hours throughout the period prior to the
      Closing Date (or the earlier termination of this Agreement) to all of such
      parties’ properties, books, contracts, commitments and records and, during such
      period, shall furnish promptly to the requesting party all other information
      concerning the other party's business, properties and personnel as the
      requesting party may reasonably request, provided that no investigation or
      receipt of information pursuant to this Section 4.2 shall affect any
      representation or warranty of or the conditions to the obligations of any party.
      

    


    Section
      4.3 Negotiations.
      From
      and after the date hereof until the earlier of the Closing or the termination
      of
      this Agreement, no party to this Agreement nor its officers or directors
      (subject to such director's fiduciary duties) nor anyone acting on behalf of
      any
      party or other persons shall, directly or indirectly, encourage, solicit, engage
      in discussions or negotiations with, or provide any information to, any person,
      firm, or other entity or group concerning any merger, sale of substantial
      assets, purchase or sale of shares of capital stock or similar transaction
      involving any party except for the Financing Transaction. A party shall promptly
      communicate to any other party any inquiries or communications concerning any
      such transaction which they may receive or of which they may become aware
      of.

    


    Section
      4.4 Consents
      and Approvals.
      The
      parties shall:

    


    
      	 	
              i.

            	
              use
                their reasonable commercial efforts to obtain all necessary consents,
                waivers, authorizations and approvals of all governmental and regulatory
                authorities, domestic and foreign, and of all other persons, firms
                or
                corporations required in connection with the execution, delivery
                and
                performance by them of this Agreement; and


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              ii.

            	
              diligently
                assist and cooperate with each party in preparing and filing all
                documents
                required to be submitted by a party to any governmental or regulatory
                authority, domestic or foreign, in connection with such transactions
                and
                in obtaining any governmental consents, waivers, authorizations or
                approvals which may be required to be obtained connection in with
                such
                transactions.

            


    

    


    Section
      4.5 Public
      Announcement.
      Unless
      otherwise required by applicable law, the parties hereto shall consult with
      each
      other before issuing any press release or otherwise making any public statements
      with respect to this Agreement and shall not issue any such press release or
      make any such public statement prior to such consultation.

    


    Section
      4.6 Stock
      Issuance.
      From
      and after the date of this Agreement until the Closing Date, neither NRMG nor
      WT
      shall issue any additional shares of its capital stock, except that NRMG may
      issue up to an aggregate of 165,432 shares of Series B Stock to certain
      accredited investors in the Financing Transaction pursuant to the terms of
      a
      Stock Purchase Agreement by and among NRMG and such investors to be entered
      into
      on the Closing Date, a draft of which agreement is attached hereto as Exhibit
      A.


    


    Section
      4.7 Notwithstanding
      anything to the contrary contained herein, it is herewith understood and agreed
      that both WT and NRMG may enter into and conclude agreements and/or financing
      transactions as same relate to and/or are contemplated by any separate written
      agreements either: (a) as part of or in connection with the Financing
      Transaction, (b) annexed hereto as exhibits; or (c) entered into by NRMG with
      WT
      executed by both parties subsequent to the date hereof. These Agreements shall
      become, immediately upon execution, part of this Agreement and subject to all
      warranties, representations and conditions contained herein.

     

    ARTICLE
      V

    


    CONDITIONS
      TO OBLIGATIONS OF WT AND ELITE

    


    The
      obligations of WT and ELITE to consummate the transactions contemplated by
      this
      Agreement are subject to the fulfillment, at or before the Closing Date, of
      the
      following conditions, any one or more of which may be waived by both WT and
      ELITE in their sole discretion:

    


    Section
      5.1 Representations
      and Warranties of NRMG.
      All
      representations and warranties made by NRMG in this Agreement shall be true
      and
      correct on and as of the Closing Date as if again made by NRMG as of such date.
      

    


    Section
      5.2 Agreements
      and Covenants.
      NRMG
      shall have performed and complied in all material respects to all agreements
      and
      covenants required by this Agreement to be performed or complied with by it
      on
      or prior to the Closing Date. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      5.3 Consents
      and Approvals.
      Consents, waivers, authorizations and approvals of any governmental or
      regulatory authority, domestic or foreign, and of any other person, firm or
      corporation, required in connection with the execution, delivery and performance
      of this Agreement shall be in full force and effect on the Closing
      Date.

    


    Section
      5.4 No
      Violation of Orders.
      No
      preliminary or permanent injunction or other order issued by any court or
      governmental or regulatory authority, domestic or foreign, nor any statute,
      rule, regulation, decree or executive order promulgated or enacted by any
      government or governmental or regulatory authority, which declares this
      Agreement invalid in any respect or prevents the consummation of the
      transactions contemplated hereby, or which materially and adversely affects
      the
      assets, properties, operations, prospects, net income or financial condition
      of
      NRMG shall be in effect; and no action or proceeding before any court or
      governmental or regulatory authority, domestic or foreign, shall have been
      instituted or threatened by any government or governmental or regulatory
      authority, domestic or foreign, or by any other person, or entity which seeks
      to
      prevent or delay the consummation of the transactions contemplated by this
      Agreement or which challenges the validity or enforceability of this
      Agreement.

    


    Section
      5.5 Other
      Closing Documents.
      ELITE
      shall have received such other certificates, instruments and documents in
      confirmation of the representations and warranties of NRMG or in furtherance
      of
      the transactions contemplated by this Agreement as ELITE or its counsel may
      reasonably request.

     

    ARTICLE
      VI

     

    CONDITIONS
      TO OBLIGATIONS OF NRMG

    


    The
      obligations of NRMG to consummate the transactions contemplated by this
      Agreement are subject to the fulfillment, at or before the Closing Date, of
      the
      following conditions, any one or more of which may be waived by NRMG in its
      sole
      discretion:

    


    Section
      6.1 Representations
      and Warranties of WT and ELITE.
      All
      representations and warranties made by WT and ELITE in this Agreement shall
      be
      true and correct on and as of the Closing Date as if again made by WT and ELITE,
      as applicable, on and as of such date. 

    


    Section
      6.2 Agreements
      and Covenants.
      Each of
      WT and ELITE shall have performed and complied in all material respects to
      all
      agreements and covenants required by this Agreement to be performed or complied
      with by it on or prior to the Closing Date. 

    


    Section
      6.3 Consents
      and Approvals.
      All
      consents, waivers, authorizations and approvals of any governmental or
      regulatory authority, domestic or foreign, and of any other person, firm or
      corporation, required in connection with the execution, delivery and performance
      of this Agreement, shall have been duly obtained and shall be in full force
      and
      effect on the Closing Date. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      6.4 No
      Violation of Orders.
      No
      preliminary or permanent injunction or other order issued by any court or other
      governmental or regulatory authority, domestic or foreign, nor any statute,
      rule, regulation, decree or executive order promulgated or enacted by any
      government or governmental or regulatory authority, domestic or foreign, that
      declares this Agreement invalid or unenforceable in any respect or which
      prevents the consummation of the transactions contemplated hereby, or which
      materially and adversely affects the assets, properties, operations, prospects,
      net income or financial condition of NRMG, taken as a whole, shall be in effect;
      and no action or proceeding before any court or government or regulatory
      authority, domestic or foreign, shall have been instituted or threatened by
      any
      government or governmental or regulatory authority, domestic or foreign, or
      by
      any other person, or entity which seeks to prevent or delay the consummation
      of
      the transactions contemplated by this Agreement or which challenges the validity
      or enforceability of this Agreement.

    


    Section
      6.5 Other
      Closing Documents.
      NRMG
      shall have received such other certificates, instruments and documents in
      confirmation of the representations and warranties of WT and/or ELITE, as
      applicable, or in furtherance of the transactions contemplated by this Agreement
      as NRMG or its counsel may reasonably request.

     

    ARTICLE
      VII

    


    TERMINATION
      AND ABANDONMENT

    


    Section
      7.1 Methods
      of Termination.
      This
      Agreement may be terminated and the transactions contemplated hereby may be
      abandoned at any time before the Closing:

    


    a. By
      the
      mutual written consent of ELITE, WT and NRMG;

    


    b. By
      NRMG,
      upon a material breach of any representation, warranty, covenant or agreement
      on
      the part of WT or ELITE set forth in this Agreement, or if any representation
      or
      warranty of WT or ELITE shall become untrue, in either case such that any of
      the
      conditions set forth in Article VI hereof would not be satisfied (a
      "WT/ELITE
      Breach"),
      and
      such breach shall, if capable of cure, has not been cured within ten (10) days
      after receipt by the party in breach of a notice from the non-breaching party
      setting forth in detail the nature of such breach;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    c. By
      ELITE,
      upon a material breach of any representation, warranty, covenant or agreement
      on
      the part of NRMG set forth in this Agreement, or, if any representation or
      warranty of NRMG shall become untrue, in either case such that any of the
      conditions set forth in Article V hereof would not be satisfied (a "NRMG
      Breach"),
      and
      such breach shall, if capable of cure, not have been cured within ten (10)
      days
      after receipt by the party in breach of a written notice from the non-breaching
      party setting forth in detail the nature of such breach;

    


    d. By
      either
      NRMG or ELITE, if the Closing shall not have consummated before ninety (90)
      days
      after the date hereof; provided, however, that this Agreement may be extended
      by
      written notice of either ELITE or NRMG, if the Closing shall not have been
      consummated as a result of NRMG or ELITE having failed to receive all required
      regulatory approvals or consents with respect to this transaction or as the
      result of the entering of an order as described in this Agreement; and further
      provided, however, that the right to terminate this Agreement under this Section
      7.1(d) shall not be available to any party whose failure to fulfill any
      obligations under this Agreement has been the cause of, or resulted in, the
      failure of the Closing to occur on or before this date.

    


    e. By
      either
      ELITE or NRMG if a court of competent jurisdiction or governmental, regulatory
      or administrative agency or commission shall have issued an order, decree or
      ruling or taken any other action (which order, decree or ruling the parties
      hereto shall use its best efforts to lift), which permanently restrains, enjoins
      or otherwise prohibits the transactions contemplated by this
      Agreement.

    


    Section
      7.2 Procedure
      Upon Termination.
      In the
      event of termination and abandonment of this Agreement by ELITE or NRMG pursuant
      to Section 7.1, written notice thereof shall forthwith be given to the other
      parties and this Agreement shall terminate and the transactions contemplated
      hereby shall be abandoned, without further action. If this Agreement is
      terminated as provided herein, no party to this Agreement shall have any
      liability or further obligation to any other party to this Agreement; provided,
      however, that no termination of this Agreement pursuant to this Article VII
      shall relieve any party of liability for a breach of any provision of this
      Agreement occurring before such termination.

    


    ARTICLE
      VIII

    


    POST-CLOSING
      AGREEMENTS

    


    Section
      8.1 Purchase
      Price Adjustment.
      The
      parties agree that the total Purchase Price shall be adjusted based on the
      financial performance of NRMG on a consolidated basis for the fiscal year ended
      December 31, 2007 following the Closing as follows (as used in this Agreement,
      “Net
      Income”
means
      Net Income as defined in accordance with US GAAP and reported by NRMG in its
      audited financial statements for the fiscal year ending December 31, 2007 (the
      “2007
      Financial Statements”)
      plus
      any
      amounts that may have been recorded as charges or liabilities on the 2007
      financial statements due to the application of EITF No. 00-19 that are
      associated with (A) any outstanding Warrants of the Company, (B) any issuance
      under a performance based stock incentive plan that was in existence on the
      Closing Date or (C) the transactions contemplated under the Securities Escrow
      Agreement dated the date hereof by and among the Company, Elite, Vision
      Opportunity Master Fund, Ltd. and Loeb and Loeb, LLP, as escrow agent and
      Section 8.1 of this Agreement): 


    


    
      	 	
              a.

            	
              If
                (i) the 2007 Net Income is equal to or greater than $7,000,000 but
                is less
                than $8,000,000, and (ii) Earnings Per Share is equal to or greater
                than
                $0.37 (calculated as set forth on Schedule I attached hereto), such
                “Earnings Per Share” to be calculated by dividing the lesser of (i) Net
                Income, or (ii) cash from operations reported by the Company in
                accordance with US GAAP on
                the 2007 Financial Statements plus
                $1,000,000, by the aggregate number of shares of then outstanding
                Common
                Stock on a fully-diluted basis, which number shall include, without
                limitation, the number of shares of Common Stock issuable upon conversion
                of the Company’s then outstanding Preferred Stoke and the number of shares
                of Common Stock issuable upon the exercise of any then outstanding
                warrants or options of the Company excluding however (X) shares of
                Common
                Stock issuable upon conversion of any Series A Convertible Preferred
                Stock
                issued to the Principal Stockholder pursuant to this Section 8.1,
                (Y)
                shares of Common Stock issuable upon conversion of the Warrants and
                the
                Finder Warrant issued by the Company to Kuhns Brothers, Inc. and/or
                designees in connection with the Share Exchange Transaction and the
                Financing Transaction; then 50,000 shares of Series A Stock (or 3,000,000
                shares of Common Stock if Series A Stock shall have been converted
                into
                Common Stock) shall be issued to Elite or its designees by the Company
                as
                an adjustment to the Purchase Price.


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              b.

            	
              If
                the 2007 Net Income is equal to or greater than $8,000,000 but is
                less
                than $9,000,000, and (ii) Earnings Per Share is equal to or greater
                than
                $0.42 (calculated as set forth on Schedule I attached hereto), then
                100,000 shares of Series A Stock (or 6,000,000 shares of Common Stock
                if
                Series A Stock shall have been converted into Common Stock) shall
                be
                issued to Elite as an adjustment to the Purchase Price..
                

            


    

    


    
      	 	
              c.

            	
              If
                the 2007 Net Income is equal to or greater than $9,000,000, and (iii)
                Earnings Per Share is equal to or greater than $0.48 (calculated
                as set
                forth on Schedule I attached hereto), then 166,667 shares of Series
                A
                Stock (or 10,000,000 shares of Common Stock if Series A Stock shall
                have
                been converted into Common Stock shall be issued to Elite as an adjustment
                to the Purchase Price.. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              d.

            	
              All
                share numbers set forth in clauses a, b and c above shall be
                proportionately adjusted in the event that NRMG consummates a stock
                split
                or combination or other recapitalization.


            


    

    


    
      	 	
              e.

            	
              NRMG
                shall reserve shares of Series A Stock to be issued pursuant to this
                Section 8.1 and/or shares of Common Stock issuable upon conversion
                of such
                Preferred Shares for issuance
                hereunder.

            


    

    


    Section
      8.2 Consistency
      in Reporting.
      Each
      party hereto agrees that if the characterization of any transaction contemplated
      in this agreement or any ancillary or collateral transaction is challenged,
      each
      party hereto will testify, affirm and ratify that the characterization
      contemplated in such agreement was the characterization intended by the party;
      provided, however, that nothing herein shall be construed as giving rise to
      any
      obligation if the reporting position is determined to be incorrect by final
      decision of a court of competent jurisdiction.


    


    ARTICLE
      IX

    


    MISCELLANEOUS
      PROVISIONS

    


    Section
      9.1 Survival
      of Provisions.
      The
      respective representations, warranties, covenants and agreements of each of
      the
      parties to this Agreement (except covenants and agreements which are expressly
      required to be performed and are performed in full on or before the Closing
      Date) shall survive the Closing Date and the consummation of the transactions
      contemplated by this Agreement, subject to Sections 2.14 and 3.9. In the event
      of a breach of any of such representations, warranties or covenants, the party
      to whom such representations, warranties or covenants have been made shall
      have
      all rights and remedies for such breach available to it under the provisions
      of
      this Agreement or otherwise, whether at law or in equity, regardless of any
      disclosure to, or investigation made by or on behalf of such party on or before
      the Closing Date.

    


    Section
      9.2 Publicity.
      No
      party shall cause the publication of any press release or other announcement
      with respect to this Agreement or the transactions contemplated hereby without
      the consent of the other parties, unless a press release or announcement is
      required by law. If any such announcement or other disclosure is required by
      law, the disclosing party agrees to give the non-disclosing parties prior notice
      and an opportunity to comment on the proposed disclosure.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      9.3 Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of, and be binding upon, the parties hereto
      and their respective successors and assigns; provided, however, that no party
      shall assign or delegate any of the obligations created under this Agreement
      without the prior written consent of the other parties. 

    


    Section
      9.4 Fees
      and Expenses.
      Except
      as otherwise expressly provided in this Agreement, all legal and other fees,
      costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the party incurring such
      fees,
      costs or expenses. 

    


    Section
      9.5 Notices.
      All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be deemed to have been given or made if in writing and
      delivered personally or sent by registered or certified mail (postage prepaid,
      return receipt requested) to the parties at the following addresses:


    


    If
      to WT
      or ELITE, to:

    


    Rise
      Elite International (BVI), Ltd.

    c/o
      Daqing Sunway Technology Co., Ltd.

    Daqing
      Hi-Tech Industry Development Zone

    Daqing,
      Helongjiang, Post Code 163316

    People’s
      Republic of China

    Attention:
      Dr. David Wang, CFO

    Tel:
       86-459-6046043

    Fax:
       86-459-6046004

    Email: abc1869@163.com

    


    with
      copies to: 

    


    Guzov
      Ofsink, LLC

    600
      Madison Avenue, 14th Floor

    New
      York,
      New York 10022

    Attention:
      Darren Ofsink

    Tel.
      No.:
      (212) 371-8008, ext. 127

    Fax
      No.:
      (212) 688-7273

    


    If
      to
      NRMG, to:

    


    National
      Realty and Mortgage, Inc

    c/o
      Daqing Sunway Technology Co., Ltd.

    Daqing
      Hi-Tech Industry Development Zone

    Daqing,
      Helongjiang, Post Code 163316

    People’s
      Republic of China

    Attention:
      Dr. David Wang, CFO

    Tel:
       86-459-6046043

    Fax:
       86-459-6046004

    Email: abc1869@163.com

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    with
      copies to: 

    


    Guzov
      Ofsink, LLC

    600
      Madison Avenue, 14th Floor

    New
      York,
      New York 10022

    Attention:
      Darren Ofsink

    Tel.
      No.:
      (212) 371-8008, ext. 127

    Fax
      No.:
      (212) 688-7273


    


    or
      to
      such other persons or at such other addresses as shall be furnished by any
      party
      by like notice to the others, and such notice or communication shall be deemed
      to have been given or made as of the date so delivered or mailed. No change in
      any of such addresses shall be effective insofar as notices under this Section
      9.5 are concerned unless such changed address is located in the United States
      of
      America and notice of such change shall have been given to such other party
      hereto as provided in this Section 9.5

    


    Section
      9.6 Entire
      Agreement.
      This
      Agreement, together with the exhibits hereto, represents the entire agreement
      and understanding of the parties with reference to the transactions set forth
      herein and no representations or warranties have been made in connection with
      this Agreement other than those expressly set forth herein or in the exhibits,
      certificates and other documents delivered in accordance herewith. This
      Agreement supersedes all prior negotiations, discussions, correspondence,
      communications, understandings and agreements between the parties relating
      to
      the subject matter of this Agreement and all prior drafts of this Agreement,
      all
      of which are merged into this Agreement. No prior drafts of this Agreement
      and
      no words or phrases from any such prior drafts shall be admissible into evidence
      in any action or suit involving this Agreement.

    


    Section
      9.7 Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible so as to
      be
      valid and enforceable.

    


    Section
      9.8 Titles
      and Headings.
      The
      Article and Section headings contained in this Agreement are solely for
      convenience of reference and shall not affect the meaning or interpretation
      of
      this Agreement or of any term or provision hereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      9.9 Counterparts. This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall be considered one and the
      same agreement.

    


    Section
      9.10 Convenience
      of Forum; Consent to Jurisdiction.
      The
      parties to this Agreement, acting for themselves and for their respective
      successors and assigns, without regard to domicile, citizenship or residence,
      hereby expressly and irrevocably elect as the sole judicial forum for the
      adjudication of any matters arising under or in connection with this Agreement,
      and consent and subject themselves to the jurisdiction of, the courts of the
      State of New York located in County of New York, and/or the United States
      District Court for the Southern District of New York, in respect of any matter
      arising under this Agreement. Service of process, notices and demands of such
      courts may be made upon any party to this Agreement by personal service at
      any
      place where it may be found or giving notice to such party as provided in
      Section 9.5.

    


    Section
      9.11 Enforcement
      of the Agreement.
      The
      parties hereto agree that irreparable damage would occur if any of the
      provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached. It is accordingly agreed that the
      parties shall be entitled to an injunction or injunctions to prevent breaches
      of
      this Agreement and to enforce specifically the terms and provisions hereto,
      this
      being in addition to any other remedy to which they are entitled at law or
      in
      equity.

    


    Section
      9.12 Governing
      Law.
      This
      Agreement shall be governed by and interpreted and enforced in accordance with
      the laws of the State of New York without giving effect to the choice of law
      provisions thereof.

    


    Section
      9.13 Amendments
      and Waivers.
      No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by all of the parties hereto.. No waiver by
      any
      party of any default, misrepresentation, or breach of warranty or covenant
      hereunder, whether intentional or not, shall be deemed to extend to any prior
      or
      subsequent default, misrepresentation, or breach of warranty or covenant
      hereunder or affect in any way any rights arising by virtue of any prior or
      subsequent such occurrence.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A


    


    Series
      B
      Convertible Preferred Stock Purchase Agreement


    


    [OMITTED]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      2.3 

    


    Subsidiaries
      of NRMG

    


    None

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      3.3

    


    
      	
              Subsidiary
                of WT

               

            	 	
              WT’s
                Equity Interest

            
	Sunway
              World Through Technology (Daqing) Co., Ltd.	 	100%


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      A