<PAGE>
                                                                    Exhibit 4.62





                          XINHUA FINANCE MEDIA LIMITED

                                       and

                          FLASH STAR WORLDWIDE LIMITED

                                       and

                          PROFITOWN DEVELOPMENT LIMITED

                                       and

                                  CHOW CHI YAN



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

                               PURCHASE AGREEMENT
                                  IN RESPECT OF
                            SHARES IN THE CAPITAL OF
                          PROFITOWN DEVELOPMENT LIMITED
                                       AND
                           OTHER ASSETS SET OUT HEREIN

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




                                26 NOVEMBER 2007

                            (K&L | GATES COMPANY LOGO)

                   Kirkpatrick & Lockhart Preston Gates Ellis


                                 www.klgates.com


<PAGE>

THIS PURCHASE AGREEMENT (this "AGREEMENT") is made on the 26th day of November
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 Cricket Square, Hutchins Drive, P.O. Box 2681,
          Grand Cayman KY1-1111, Cayman Islands, British West Indies, as
          purchaser ("XFM");

     2.   FLASH STAR WORLDWIDE LIMITED, a company incorporated under the laws of
          the British Virgin Islands with incorporation number 1393132 and its
          registered address located at Trident Chambers, P.O. Box 146, Road
          Town, Tortola, British Virgin Islands (the "VENDOR");

     3.   PROFITOWN DEVELOPMENT LIMITED, a company incorporated under the laws
          of the British Virgin Islands with incorporation number 1404040 and
          its registered address located at Trident Chambers, P.O. Box 146, Road
          Town, Tortola, British Virgin Islands (the "COMPANY"); and

     4.   CHOW CHI YAN, holder of Hong Kong identity card number D213368(8)
          of 8/F., Yick Fat Mansion, 73B Waterloo Road, Kowloon, Hong Kong, as
          covenantor ("CHOW").

WHEREAS

A.   The Vendor legally and beneficially owns one (1) share in the capital of
     the Company, representing the entire issued share capital of the Company.

B.   The Company owns all of the legal and beneficial interest in the share
     capital of JCBN HK.

C.   JCBN HK owns all of the legal and beneficial interest in the share capital
     of JTT.

D.   XFM desires to purchase from the Vendor and the Vendor wishes to sell to
     XFM all of the shares in the capital of the Company subject to the terms
     and conditions set forth in this Agreement.

E.   XFM's desire to purchase all of the shares in the capital of the Company
     under the condition that the Vendor and Chow shall procure certain parties
     controlled by them to sell certain other assets to XFM Entity subject to
     the terms and conditions set forth in this Agreement.

                                       1
<PAGE>

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 Chow hereby agree as follows:

1.   DEFINITIONS

1.1  Definitions. The following terms when used herein shall have the meanings
     ascribed to them below:

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

     "ADRS"                       means American Depositary Receipts;

     "AFFILIATES"                 means, in respect of a specified Person, 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);

     "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 and goodwill, and claims,
                                  causes of action and other legal rights and
                                  remedies of any nature whatsoever;

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

     "CHARTER DOCUMENTS"          means, in respect of a company, its memorandum
                                  of association, articles of association,
                                  articles of incorporation, bylaws, business
                                  license, registers and other constitutional
                                  and organizational documents, in each case, as
                                  amended as of the date hereof;

     "CLOSING RECEIVABLES"        has the meaning ascribed to it in Clause 3(c)
                                  of Schedule F;

     "CONDITIONS"                 means, the conditions to the completion of
                                  JCBN Company Closing and JCBN Group Closing as
                                  set forth in Clauses 2 and 8;

                                       2
<PAGE>

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

     "CONTROL", "CONTROLS",       means the possession, directly or indirectly,
     "CONTROLLED" (or any         of the power to direct or cause the direction
     correlative term)            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;

     "DEPOSIT"                    has the meaning ascribed to it in Clause
                                  2.2(a)(i);

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

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

     "FINANCIAL STATEMENTS"       means the results of the financial due
                                  diligence conducted by XFM in respect of the
                                  financial condition of members of the JCBN
                                  Group as at 31 October 2007, copies of which
                                  are attached as Schedule Q;

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

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

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

     "IF DESIGN"                  means Shanghai IF Advertisement Design and
                                  Production Co., Ltd., a company incorporated
                                  under the laws of the PRC with a registered
                                  address at Room L3, No.3-4, 17 Long, Shaoxing
                                  Road, Luwan District, Shanghai, the PRC;

                                       3
<PAGE>

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

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

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

     "JCBN ANCILLARY              means the JCBN Equity Transfer Documents, the
     AGREEMENTS"                  JCBN Employment Agreements to be entered into
                                  by all persons set forth under Schedule M, the
                                  Non-compete Deeds to be entered into by all
                                  persons set forth under Schedule M and any
                                  other agreements contemplated in this
                                  Agreement;

     "JCBN CHINA"                 means Shanghai Paxi Advertising Co., Ltd., a
                                  company incorporated under the laws of the PRC
                                  with a registered address at No.A-61 Nanxing
                                  Village, Jinhui Town, Fengxian District,
                                  Shanghai, the PRC;

     "JCBN CLOSING                means all the agreements or documents required
     DELIVERABLES"                to be delivered by any member of the JCBN
                                  Group, Chow or the Vendor under this
                                  Agreement;

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

     "JCBN COMPANY                has the meaning ascribed to it in Clause 2.5;
     CLOSING CONDITIONS"

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

     "JCBN COMPANY                means all of the issued share capital in the
     SHARES"                      Company being one ordinary share with a par
                                  value of US$1.00 in the capital of the
                                  Company;

     "JCBN COMPANY                has the meaning ascribed to it in Clause 2.2;
     SHARES CONSIDERATION"

     "JCBN EARNOUTS"              has the meaning ascribed to it in Clause
                                  4.1(b);

     "JCBN EMPLOYMENT             means the employment agreements duly signed by
     AGREEMENTS"                  the persons set forth in Schedule M and the
                                  form of which is set forth under Schedule O;

     "JCBN EQUITY                 means all of the equity interest in JCBN China
     INTERESTS"                   as at the date hereof, particulars of which
                                  are set forth under Schedule D;

                                       4
<PAGE>

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

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

     "JCBN FINAL                  has the meaning ascribed to it in Clause 4.4;
     DETERMINATION DATE"

     "JCBN GROUP"                 means, collectively, the Company, JCBN HK, JTT
                                  and JCBN PRC Group;

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

     "JCBN HK"                    means JCBN Company Limited, a company
                                  incorporated under the laws of Hong Kong with
                                  incorporation number 0879989 and its
                                  registered address located at Rooms 1103-5,
                                  11th Floor, No.3 Lockhart Road, Wanchai, Hong
                                  Kong;

      "JTT"                       means jtt Advertising Limited, a company
                                  incorporated under the laws of Hong Kong with
                                  incorporation number 0733247 and its
                                  registered address located at Room 24.2-3, Wah
                                  Hing Commercial Building, 283 Lockhart Road,
                                  Wanchai, Hong Kong;

     "JCBN LEASE"                 has the meaning ascribed to it under Schedule
                                  F and the particulars of which are set forth
                                  in Schedule I;

     "JCBN LICENSES"              means all the licenses set forth under
                                  Schedule L;

     "JCBN LOSSES"                has the meaning ascribed to it under Clause
                                  9.1;

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

     "JCBN PERMITTED              has the meaning ascribed to it in Clause 5.5;
     BUSINESSES"

     "JCBN PRC GROUP"             means, collectively, JCBN China, Tianyi and IF
                                  Design;

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

     "LICENSED INTELLECTUAL       means any and all license rights granted to
     PROPERTY"                    any member of the JCBN 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 JCBN

                                       5
<PAGE>

                                  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;

     "MARKET VALUE"               means, 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            means any event or circumstance that occurs
     CHANGE"                      which might reasonably be expected to have a
                                  material adverse effect on the prospects,
                                  business, operations or financial condition of
                                  any member of the JCBN Group individually or
                                  the JCBN Group taken as a whole or that would
                                  materially affect the ability of any of the
                                  companies in the JCBN Group or any Person who
                                  is a party to any of the JCBN Ancillary
                                  Agreements or this Agreement to perform its
                                  obligations under any of the JCBN Ancillary
                                  Agreements or this Agreement;

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

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

     "NON-COMPETE DEEDS"          means the Non-compete Deeds signed by the
                                  persons set forth in Schedule M and the form
                                  of which is set forth in Schedule P;

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

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

                                       6
<PAGE>

                                  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;

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

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

     "PRE-CLOSING TAX             has the meaning ascribed to it in Clause
     PERIOD"                      9.1(c);

     "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;

     "RELEVANT DATE"              has the meaning ascribed to it in Clause 8;

     "RETURN PERIODS"             means the relevant periods covered by the
                                  Returns;

     "RETURNS"                    means all tax returns required to be filed by
                                  a company;

     "RMB"                        means Renminbi, the lawful currency of the
                                  PRC;

     "STRADDLE PERIOD"            has the meaning ascribed to it in Clause
                                  9.1(e);

     "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;

                                       7
<PAGE>

     "TAX SETTLEMENT              has the meaning ascribed to it in Clause
     OPTION"                      9.1(d);

     "TIANYI"                     means (CHINESE CHARACTERS), a company
                                  incorporated under the laws of the PRC with a
                                  registered address at Room 506,No.119, Yudai
                                  River Street, Tongzhou District, Beijing, the
                                  PRC;

     "TRANSFER"                   means to sell, give, assign, hypothecate,
                                  pledge, encumber, grant a security interest in
                                  or otherwise dispose of (whether by operation
                                  of law or otherwise);

     "USGAAP"                     means the generally accepted accounting
                                  principles established by the Financial
                                  Accounting Standards Board of the United
                                  States, as amended from to time;

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

     "XFM ENTITY"                 means Beijing Taide Advertising Co., Ltd., a
                                  company incorporated under the laws of the
                                  PRC;

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

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

     "2008 JCBN                   means the proforma consolidated audited
     FINANCIALS" and "2009        financial statements for the JCBN Group for
     JCBN FINANCIALS"             the financial year from 1 January 2008 to 31
                                  December 2008 and from 1 January 2009 to 31
                                  December 2009, respectively, in each case
                                  prepared in accordance with USGAAP by a firm
                                  of international accountants selected by
                                  mutual agreement of XFM and the Vendor;

     "2008 JCBN NET               means the proforma consolidated net income of
     INCOME" and "2009            the JCBN Group as set forth in the 2008 JCBN
     JCBN NET INCOME"             Financials and 2009 JCBN Financials,
                                  respectively, prepared in accordance with
                                  USGAAP excluding the extraordinary items and
                                  any expenses or provisions made or gain
                                  recognised relating to amortization,
                                  write-off, impairment loss or adjustment of
                                  goodwill which arise from acquisitions or
                                  disposal of companies or business by JCBN
                                  Group or incurred in the preparation of the
                                  2008 JCBN Financials or 2009 JCBN Financials;
                                  and

     "2009 JCBN AMOUNT"           has the meaning ascribed to it in Clause
                                  4.1(a).

                                       8
<PAGE>

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 OF COMPANY SHARES

2.1  Purchase and Sale of JCBN 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 and
     the Vendor agrees to sell to XFM or an Person designated by XFM at JCBN
     Company Closing, all of its direct and indirect interests in the JCBN
     Company Shares with effect from the JCBN Company Closing Date free from all
     Encumbrances 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 JCBN Company Closing Date.

2.2  Payment.

     (a)  The purchase price for the JCBN Company Shares shall be US$43,067,000
          (the "JCBN COMPANY SHARES CONSIDERATION") payable as follows:

                                       9
<PAGE>

          (i)   US$6,000,000 (the "DEPOSIT") of the JCBN Company Shares
                Consideration shall be payable as a deposit on the JCBN Company
                Shares Consideration on the fulfilment or waiver of the
                conditions provided under Clause 2.5A;

          (ii)  US$4,200,000 of the JCBN Company Shares Consideration for the
                Closing Receivables shall be payable at the JCBN Company Closing
                Date;

          (iii) US$32,867,000 of the JCBN Company Shares Consideration shall be
                payable at the JCBN Group Closing.

     (b)  The JCBN Company Shares Consideration shall be payable in cash.

     (c)  If the completion of the JCBN Company Closing and the JCBN Group
          Closing shall not have occurred on or before 29 February 2008 as a
          result of the failure of the Vendor or Chow to fulfil any of the
          Conditions or the Agreement shall have been terminated by XFM pursuant
          to Clause 10.1, the Deposit shall forthwith be returned to XFM. If the
          completion of the JCBN Company Closing and the JCBN Group Closing
          shall not have occurred on or before 29 February 2008 as a result of
          the breach of this Agreement by XFM, the Deposit shall be forfeited to
          the Vendor. Upon the completion of the JCBN Company Closing and the
          JCBN Group Closing, the Deposit shall be applied toward and form part
          of the JCBN Company Shares Consideration.

2.3  JCBN Company Closing. Upon the JCBN Company Closing Conditions having been
     satisfied or waived on or before the expiration of the time period herein
     for the fulfilment of such conditions, the completion of the purchase and
     sale of the JCBN Company Shares (the "JCBN COMPANY CLOSING") shall take
     place at the offices of XFM in Hong Kong or at such other place as may be
     agreed upon by the Parties immediately following confirmation from XFM that
     the said conditions have been satisfied or waived. The date and time of the
     JCBN Company Closing are herein referred to as the "JCBN COMPANY CLOSING
     DATE". For greater certainty, save for the payment of the Deposit, XFM
     shall not be obliged to pay any amount of the JCBN Company Shares
     Consideration unless all the JCBN Company Closing Conditions are fulfilled
     or waived by XFM.

2.4  Deferral of JCBN Company Closing. Without prejudice to any other remedies
     available to XFM, if any provision of Clause 2.5 has not been complied with
     by the Vendor or Chow on the JCBN Company Closing Date (except if the
     Vendor's or Chow's failure to comply is caused by XFM), XFM may:

     (a)  proceed to JCBN Company Closing so far as practicable (without
          prejudice to its rights hereunder);

     (b)  defer JCBN Company Closing and the payment of the balance of the JCBN
          Company Shares Consideration to another Business Day that is not more
          than

                                       10
<PAGE>

          twenty eight (28) Business Days later until all JCBN Company Closing
          Conditions are fulfilled or waived; or

     (c)  rescind its obligations to purchase the JCBN Company Shares under this
          Agreement without prejudice to any other remedy and without incurring
          any liability to the Vendor, Chow or the Company.

2.5  Conditions to JCBN Company Closing. The obligations of XFM under this
     Agreement to complete the purchase of the JCBN Company Shares and to pay
     the balance of the JCBN Company Shares Consideration (except for the
     Deposit which is provided under Clause 2.5A) are subject to the
     satisfaction or waiver on or before the JCBN Company Closing Date of all of
     the conditions and the delivery of all of the documents pursuant Clause 2.6
     and the completion of the JCBN Group Closing (collectively, the "JCBN
     COMPANY CLOSING CONDITIONS"). If the JCBN Company Closing Conditions are
     not fulfilled or waived by 29 February 2008, this Agreement shall
     absolutely terminate and be of no further effect and the rights and
     obligations of Chow or the Vendor under this Agreement shall lapse and Chow
     or the Vendor shall be released from all obligations hereunder without any
     liability, save for their obligation to return the Deposit forthwith
     pursuant to Clause 2.2(c) and any liability for any antecedent breach
     hereof.

2.5A Conditions to payment of the Deposit. The obligation of XFM to pay the
     Deposit is subject to the Vendor and Chow delivering to XFM such evidence
     to the reasonable satisfaction of XFM issued by the local Administration of
     Industry and Commerce acknowledging its receipt of all documents required
     for the transfer of the JCBN Equity Interests to XFM Entity, the
     appointment of new executive directors and supervisors of and amendment of
     articles of association of each member of the JCBN PRC Group.

2.6  JCBN Company Closing Obligations. Upon or prior to the JCBN Company
     Closing, the Vendor and Chow shall deliver or procure to be fulfilled or
     delivered to XFM the following conditions or documents in respect of the
     JCBN Company Shares:

     (a)  duly completed and executed undated instrument of transfer of the JCBN
          Company Shares by the registered holders thereof in favour of XFM or a
          Person designated by XFM together with the share certificate(s)
          representing the applicable JCBN Company Shares issued in the name of
          XFM or a Person designated by XFM;

     (b)  duly completed and executed documents (if required) for the
          resignation of existing director and appointment of new director(s) of
          the Company including, but not limited to, letter of resignation from
          existing director of the Company;

     (c)  duly completed and executed documents required for the resignation of
          existing company secretary and appointment of new company secretary of
          the Company including, but not limited to, letters of resignation from
          existing company secretary of the Company;

                                       11
<PAGE>

     (d)  written notice in a form reasonably satisfactory to XFM, addressed and
          delivered to and confirmed received by the BVI registered agent of the
          Company notifying it of the change in authorised contact person of the
          Company;

     (e)  resolutions of the shareholders and directors of the Company approving
          the resignation of the existing directors and (if applicable) company
          secretary, the appointment of the persons nominated by XFM to be new
          directors and (if applicable) company secretary, the transfer of the
          JCBN Company Shares and change of principal office of the Company;

     (f)  shareholders' and directors' resolution of the Vendor approving the
          transfer of the Company Shares;

     (g)  all books and records of the Company (including its company chop and
          seal);

     (h)  original certificate of incumbency of the Company issued by the BVI
          registered agent in a form reasonably satisfactory to XFM;

     (i)  duly completed and executed documents required for the change in the
          bank account signatories of all bank accounts of the Company to
          parties designated by XFM;

     (j)  duly completed and executed documents required for the resignation of
          existing directors and company secretary and appointment of new
          directors and company secretary of JCBN HK consisting of, but not
          limited to, the following:

          (i)   Form D2A;

          (ii)  letters of resignation from the existing directors and company
                secretary of JCBN HK; and

          (iii) shareholders' and directors' resolution of JCBN HK 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 JCBN HK;

     (k)  all books and records of JCBN HK (including its company chop and
          seal);

     (l)  duly completed and executed documents required for the change in the
          bank account signatories of all bank accounts of JCBN HK to parties
          designated by XFM;

     (m)  duly completed and executed documents required for the resignation of
          existing directors and company secretary and appointment of new
          directors and company secretary of JTT consisting of, but not limited
          to, the following:

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<PAGE>

          (i)   Form D2A;

          (ii)  letters of resignation from existing directors and company
                secretary of JTT; and

          (iii) shareholders' and directors' resolution of JTT 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 JTT;

     (n)  all books and records of JTT (including its company chop and seal);

     (o)  duly completed and executed documents required for the change in the
          bank account signatories of all bank accounts of JTT to parties
          designated by XFM;

     (p)  written confirmation from the Vendor and Chow 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; and

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

2.7  JCBN Company Closing Obligations. Upon or prior to the JCBN Company
     Closing, XFM shall deliver or procure to be delivered to the Vendor the
     following documents:

     (a)  directors' resolution of XFM approving this Agreement and all the
          transactions contemplated herein;

     (b)  payment of the balance of the JCBN Company Shares Consideration in the
          manner stipulated in Clause 2.2; and

     (c)  the JCBN Employment Agreements effective from the day immediately
          prior to the JCBN Company Closing Date and duly completed and signed
          by such member of the JCBN Group controlled by XFM as XFM may direct.

3.   PROCURMENT OF JCBN EQUITY INTERESTS

3.1  JCBN Equity Interests. The Vendor and Chow 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 completion of the sale and transfer of the JCBN Equity Interests
          by all current holders thereof to XFM Entity for the total
          consideration of One Million Renminbi (RMB1,000,000) (the "JCBN PRC
          PAYMENT") and the performance of all actions required or contemplated
          under this Agreement by

                                       13
<PAGE>

          all the holders of the JCBN Equity Interests to register such
          interests in the name of XFM Entity (the "JCBN GROUP CLOSING");

     (b)  the resignation as director and legal representative of JCBN China of
          the following:

          Executive Director and Legal Representative: Zhang Peiying

     (c)  the appointment of such person designated by XFM as director(s) of
          JCBN China;

     (d)  the change in the bank account signatories of all bank accounts of
          JCBN China to parties designated by XFM;

     (e)  the amendment of the articles of association of JCBN China to appoint
          a new executive director and any other documents as may be required to
          effect the foregoing;

     (f)  the registration of the ownership of the JCBN Equity Interests in the
          name of the XFM Entity;

     (g)  the resignation as director of Tianyi of the following:

          Executive Director: Ji Xiuli

     (h)  the appointment of such person designated by XFM as director of
          Tianyi;

     (i)  the change in the bank account signatories of all bank accounts of
          Tianyi to parties designated by XFM;

     (j)  the amendment of the articles of association of Tianyi to appoint a
          new executive director and any other documents as may be required to
          effect the foregoing;

     (k)  the resignation as director and supervisor of IF Design of the
          following:

          Executive Director: Chen Zhong

          Supervisor: Yuan Huxian

     (l)  the appointment of such persons designated by XFM as director and
          supervisor of IF Design;

     (m)  the change in the bank account signatories of all bank accounts of IF
          Design to parties designated by XFM;

                                       14
<PAGE>

     (n)  the amendment of the articles of association of IF Design to appoint a
          new executive director and supervisor and any other documents as may
          be required to effect the foregoing;

     (o)  duly completed and executed JCBN Employment Agreements effective from
          the date immediately prior to the JCBN Company Closing Date and duly
          completed, signed and delivered by the Persons set forth under
          Schedule M and such member of the JCBN Group as XFM may direct;

     (p)  duly completed and executed Non-compete Deeds effective from the JCBN
          Company Closing Date by each of the Persons set forth under Schedule
          M;

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

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

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

     (t)  duly executed documents reasonably required to be executed and
          delivered by the holders of the JCBN Equity Interests or any other
          party necessary to vest in the XFM Entity its interest in all property
          and rights in the JCBN Equity Interests as are intended to be vested
          in it in consideration of the JCBN PRC Payment by or pursuant to this
          Agreement and the JCBN Ancillary Agreements;

     (u)  evidence to the reasonable satisfaction of XFM that the bank facility
          granted by the Bank of East Asia in favour of JTT has been cancelled
          and all and any amount outstanding or due thereunder have been duly
          repaid;

     (v)  completed and executed payment directions from the shareholders of
          JCBN China in a form mutually agreed by XFM and the Vendor authorizing
          and directing XFM to pay the JCBN PRC Payment to such Person or
          Persons as the Vendor may direct;

     (w)  completed and executed declarations from all key management personnel
          of each member of the JCBN Group in form reasonably satisfactory to
          XFM representing and warranting that he or she would not be involved
          in the management or operation of any other companies other than the
          members of the JCBN Group; and

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

                                       15
<PAGE>

3.2  Transfer of JCBN Equity Interests. As soon as practicable after the
     execution and delivery of this Agreement and at or prior to JCBN Group
     Closing, the Vendor and Chow shall complete the transfer and procure the
     completion of the transfer of (as the case may be) all of the JCBN Equity
     Interests from the existing holders thereof to the XFM Entity (the "JCBN
     EQUITY TRANSFER"), including, but not limited to, the execution, submission
     and registration to the relevant Governmental Entities of all the JCBN
     Equity Transfer Documents in the name of XFM Entity.

3.3  JCBN PRC Payment. Upon the fulfilment or waiver of the conditions set forth
     in Clause 3.4, XFM shall procure the payment of the JCBN PRC Payment to a
     bank account(s) designated by the Vendor in accordance with payment
     directions provided in Clause 3.1(v) within fifteen (15) days of the JCBN
     Group Closing.

3.4  Conditions to JCBN PRC Payment. XFM's obligation to pay the JCBN PRC
     Payment shall be subject to the completion of all steps for and
     confirmation of the completion or waiver of all matters set forth in
     Clauses 3.1, 3.2 and 8, inclusive, including the transfers of the JCBN
     Equity Interests, the execution and delivery of the JCBN Employment
     Agreements duly completed, signed and delivered by all the persons set
     forth under Schedule M, Non-compete Deeds duly completed, signed and
     delivered by all Persons set forth under Schedule M and all other steps,
     procedures, registrations and the execution, delivery and filing of all
     other documents contemplated in and reasonably necessary to effect the
     above. For greater certainty, XFM shall not be obliged to pay any amount of
     the JCBN PRC Payment unless all the conditions set forth in Clauses 3.1,
     3.2 and 8, inclusive, are fulfilled or waived.

4.   EARNOUT PAYMENTS

4.1  JCBN Earnout Payments. Subject to Clause 4.2 and 4.3, XFM shall pay the
     following amounts (in RMB or its US$ equivalent calculated based on the
     Foreign Exchange Rate) to the Vendor or such other party or parties
     designated by the Vendor:

     (a)  an amount (the "2008 JCBN AMOUNT") calculated as follows:

          2008 JCBN Amount = 2008 Income Multiple - US$16,500,000 - Net
          Receivables

     (b)  an aggregate amount (the "2009 JCBN AMOUNT") calculated as follows:

          2009 JCBN Amount = 2009 Income Multiple - US$16,500,000 - Net
          Receivables (if applicable)

          (2008 JCBN Amount and 2009 JCBN Amount, collectively, the "JCBN
          EARNOUTS")

     Where:

          Net Receivables = Closing Receivables - Closing Receivables received
                            by the Group within six (6) months from the JCBN
                            Group Closing

                                       16
<PAGE>

          2008 Income Multiple = 12 x (2008 JCBN Net Income) x (60%)
          2009 Income Multiple = 12 x (2009 JCBN Net Income) x (40%)

     PROVIDED THAT:

     (i)   if the 2008 Income Multiple or 2009 Income Multiple calculated above
           is less than zero, such amount shall be deemed to be zero;

     (ii)  the 2008 Income Multiple shall not exceed US$41,200,000;

     (iii) the 2009 Income Multiple shall not exceed US$28,700,000; and

     (iv)  any Net Receivables shall be first deducted from the 2008 Income
           Multiple and to the extent the Net Receivables exceed the 2008 Income
           Multiple, such excess shall be deducted from the 2009 Income
           Multiple.

4.2  Calculation of 2008 JCBN Amount and 2009 JCBN Amount. Within five (5) days
     of the delivery to XFM of the 2008 JCBN Financials and 2009 JCBN
     Financials, respectively, XFM shall deliver to the Vendor its calculation
     of the 2008 JCBN Amount and 2009 JCBN Amount, respectively, which notice
     shall include reasonable details of the basis of such calculations to
     enable the Vendor to review the accuracy of the calculations. If, within
     ten (10) days of receiving the calculation, the Vendor does not dispute the
     calculation of the 2008 JCBN Amount or 2009 JCBN Amount (as the case may
     be); or advises XFM in writing that it accepts the calculation, then the
     2008 JCBN Amount or 2009 JCBN Amount (as the case may be) shall for all
     purposes be considered final, accepted and approved by the Vendor. If the
     Vendor disputes the calculation of the 2008 JCBN Amount or 2009 JCBN Amount
     (as the case may be) within the said ten (10) day period, then the parties
     shall endeavour to resolve such dispute amicably within an additional
     period of ten (10) days. If successfully resolved, the 2008 JCBN Amount or
     2009 JCBN Amount (as the case may be) so adjusted by the resolution of the
     dispute shall, for all purposes, be considered final, accepted and approved
     by the Vendor and XFM. If the parties shall be unable to reach any
     resolution within the said additional ten (10) day period, the dispute
     shall be referred to arbitration for final determination in accordance with
     the provisions of this Agreement; provided that upon determination of such
     dispute by arbitration, the party that is unsuccessful in the arbitration
     shall be solely responsible for all reasonable fees, costs and expenses
     relating to the arbitration.

4.3  Payment. XFM shall pay the 2008 JCBN Amount and 2009 JCBN Amount or its US
     dollar equivalent determined with the Foreign Exchange Rate in a
     combination of (A) money in US Dollars in an amount equal to Sixty Per Cent
     (60%) of such sum, and (B) XFM Shares or ADRs representing such shares,
     rounded up to the nearest whole share or ADR, with an aggregate Market
     Value equal to Forty Per Cent (40%) 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 2008 JCBN Amount or 2009 JCBN Amount otherwise
     deliverable to the Vendor in XFM Shares or ADRs.

                                       17
<PAGE>

4.4  Payment Date. XFM shall pay the cash portion of the 2008 JCBN Amount and
     2009 JCBN Amount to the Vendor or any other Person designated by the Vendor
     within five (5) Business Days following the final determination of the 2008
     JCBN Amount or 2009 JCBN Amount (as the case may be) (the "JCBN FINAL
     DETERMINATION DATE"), and issue the XFM Shares portion thereof within
     twenty (20) Business Days following the JCBN Final Determination Date (each
     such cash payment or share issuance date a "JCBN PAYMENT DATE").

4.5  Manner of Payment. Notwithstanding any provision herein, the Vendor shall
     advise XFM in writing of the payees to whom XFM shall pay the 2008 JCBN
     Amount and 2009 JCBN Amount at least three (3) Business Days before each
     JCBN Payment Date. Specifically, the Vendor shall advise XFM of the
     Person(s) and necessary account information to whom and where the payments
     shall be made and how the XFM Shares or ADRs shall be issued.

4.6  2008 JCBN Financials and 2009 JCBN Financials. XFM shall procure that the
     2008 Financials and 2009 Financials shall be delivered to XFM not later
     than one hundred and eighty (180) days after the end of the relevant year.
     Notwithstanding any other provision herein and absent manifest error, the
     2008 JCBN Financials and 2009 JCBN 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.

4.7  Intentionally deleted.

4.8  Conditions of Payment of JCBN Earnouts. XFM's obligation to pay the JCBN
     Earnouts is conditional on the following being true as of the scheduled
     date of payment:

     (a)  the representations and warranties of the Vendor and Chow shall be
          true and correct as of the date of the payment;

     (b)  each of the JCBN Employment Agreements with the Persons set out under
          Schedule M shall not have been unilaterally terminated and there shall
          not have been any default by the said Persons before the expiration of
          the same or shall not have been terminated by the respective employer
          or XFM thereunder for cause;

     (c)  Each of the JCBN Non-compete Deeds shall be valid and in full force
          and effect and there shall not be any default under any of them;

     (d)  there has not occurred any breach of this Agreement by any of the
          Vendor or Chow;

     (e)  the businesses of each member of the JCBN Group remains substantially
          the same as the JCBN Permitted Businesses carried on by each
          respective member as at the date hereof, save and except any change of
          business requested by XFM as resolved by its board of directors; and

                                       18
<PAGE>

     (f)  all of the JCBN Conditions remained fulfilled.

5.   COVENANTS

5.1  JCBN Further Covenants. The Vendor and Chow hereby irrevocably covenant and
     undertake to XFM to execute and deliver and procure the due execution and
     delivery of all such further and necessary documents reasonably required to
     be signed by the Vendor or members of the JCBN Group as are necessary to
     vest in XFM or a Person designated by XFM or XFM Entity all such property
     and rights as are intended to be vested in them by or pursuant to this
     Agreement. Each of the signing parties shall bear the expenses incurred by
     it.

5.2  Directors. Each of the parties hereto shall do and shall procure to be done
     all actions necessary to ensure that the directors of each member of the
     JCBN Group shall be such persons nominated by XFM.

5.3  Limitation on Transfer of Interests. Prior to JCBN Group Closing Date, none
     of the parties to this Agreement shall Transfer any JCBN Company Shares,
     JCBN Equity Interests or interests in any member of the JCBN Group or any
     right, title or interest in or to any of them save for the transactions
     contemplated under this Agreement, and any attempt to transfer any JCBN
     Company Shares, JCBN Equity Interests or interests in any member of the
     JCBN Group or any right, title or interest in or to any of them in
     violation of the preceding sentence shall be null and void ab initio.

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

5.5  No change in Businesses. Prior to the Payment Date of the 2009 JCBN Amount,
     the Vendor and Chow hereby irrevocably covenant and undertake to XFM that
     each member of the JCBN Group shall continue to carry on the businesses
     they respectively carry on as at the date hereof as permitted by their
     respective business licences (the "JCBN PERMITTED BUSINESSES"), save and
     except any change of business requested by XFM as resolved by its board of
     directors. The prior written consent of XFM is required if any member of
     the JCBN Group proposes to carry out any businesses other than the JCBN
     Permitted Businesses. All expenses incurred and revenues generated from
     businesses other than the JCBN Permitted Businesses shall not be taken into
     account when calculating the 2008 JCBN Net Income and 2009 JCBN Net Income.

5.6  XFM Share Consideration. If, for any reason, XFM Shares or the ADRs
     representing them payable to the Vendor hereunder are not listed on NASDAQ
     or a comparable public trading market or 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 2008 JCBN Amount or 2009
     JCBN Amount (as the case may be) otherwise deliverable to the Vendor in XFM
     Shares. If the Vendor elects to have the 2008 JCBN Amount or 2009 JCBN

                                       19
<PAGE>

     Amount (as the case may be) paid in cash, XFM shall not be entitled to
     deliver to the Vendor or any other person(s) designated by the Vendor any
     XFM Shares or ADRs in respect of such part of the 2008 JCBN Amount or 2009
     JCBN Amount (as the case may be) already paid in cash.

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

     The Vendor and Chow hereby jointly and severally represent and warrant and
     covenant to XFM that (a) the statements set out under Schedule F are true
     and correct as at the Relevant Date and (b) the following statements are
     true and correct with respect to the Company as at the date hereof and at
     the JCBN Company Closing:

6.1  Organization, Standing, and Power. It is a company duly organized, validly
     existing, and in good standing under the laws of British Virgin Islands,
     has all requisite corporate power and authority to carry on its businesses,
     and is duly qualified and in good standing to do business in each
     jurisdiction in which it conducts business. It has made available to XFM
     complete and correct copies of its Charter Documents.

6.2  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.

6.3  Capital Structure.

     (a)  Immediately prior to and following the JCBN Company Closing Date and
          JCBN Group Closing Date, its issued share capital will be as set forth
          in Schedule B and Schedule C, respectively.

     (b)  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.

     (c)  None of the Company Shares are beneficially owned or Controlled
          directly or indirectly by any nationals or residents of the PRC.

6.4  Subsidiaries and 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 D. Its
     particulars as set forth in Schedule D are true and accurate in all
     respects and the percentage of its share capital shown therein as

                                       20
<PAGE>

     owned or Controlled by it is beneficially owned and free 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).

6.5  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.

6.6  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.

6.7  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.

6.8  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 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.


6.9  No Liabilities and No Business Activities. Save as contemplated under this
     Agreement, it has no liabilities of any nature howsoever arising, is not
     involved in any litigation whether as plaintiff or defendant, has no Assets
     and is not carrying on any business of any nature.

6.10 No PRC Shareholders. There are no persons who are nationals or residents of
     the PRC who are shareholders or directors of the Company.

                                       21
<PAGE>

7.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF XFM

     XFM hereby represents warrants and covenants to the Vendor that each of the
     following statements are true and correct with respect to XFM as at the
     date hereof and at the JCBN Company Closing and JCBN Group Closing
     respectively:

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, and
     that ADRs representing the Shares are listed on the NASDAQ.

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 Company Shares Consideration 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, cancellation or acceleration or
     result in the creation of any lien, charge, encumbrance, or restriction
     upon any of the properties or Assets of it or its shares under, any law,
     statute, rule, regulation, judgment, decree, order, government permit,
     license or order or any mortgage, indenture, note, license, trust,
     agreement or other agreement, instrument or obligation to which it is a
     party.

7.6  Management. From the date hereof until the payment of the 2009 JCBN Amount,
     provided that all of the JCBN Employment Agreements, Non-compete Deeds,
     this Agreement and the JCBN Ancillary Agreements have been complied with
     and have not been otherwise terminated, XFM shall procure that, subject to
     applicable laws and regulations, the management of JCBN Group remains the
     same as that at JCBN Group Closing.

8.   CONDITIONS OF XFM'S OBLIGATIONS TO MAKE PAYMENTS

                                       22
<PAGE>

     General. The obligations of XFM under this Agreement to complete the
     purchase of the Company Shares and pay the Company Shares Consideration and
     JCBN PRC Payment are subject to the satisfaction or waiver on or before the
     applicable payment date (the "RELEVANT DATE") of each of the conditions set
     out under Schedule G.

9.   INDEMNITY

9.1  Indemnity of XFM by the Vendor and Chow. The Vendor and Chow shall jointly
     and severally indemnify and will keep indemnified and save harmless XFM and
     XFM Entity from and against the following (collectively, the "JCBN
     LOSSES"):

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

     (b)  save as shown on the Financial Statements, any and all losses, claims,
          damages liabilities and costs incurred or suffered by any member of
          the JCBN 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 JCBN Group Closing Date including, but not
          limited to, any diminution in the value of the Assets of any of the
          member of the JCBN Group and any payment made or required to be made
          by the member of the JCBN 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; and

     (c)  any and all losses, claims, liabilities, expenses, or other damages
          attributable to:

          (i)   any and all taxes (or the non-payment thereof) of any member of
                the JCBN Group or any subsidiary of the Company for all taxable
                periods ending on or before the JCBN 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 JCBN Group (or any
                predecessor of any of the foregoing) is or was a member on or
                prior to the JCBN Closing Date, and

          (iii) any and all taxes of any person (other than any member of the
                JCBN Group) imposed on any member of the JCBN Group as a
                transferee or successor, by contract or pursuant to any law,
                rule, or regulation, which

                                       23
<PAGE>

          taxes relate to an event or transaction occurring before the JCBN
          Group Closing. Payment in full of any amount due from the Vendor
          and/or Chow under this Clause 9.1(c) shall be made to XFM in
          immediately available funds at least two (2) Business Days before the
          date of 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.

     (d)  Notwithstanding the foregoing Clauses 9.1(a) to (c), XFM shall provide
          the Vendor and Chow with reasonably prompt written notice of any
          proposed tax adjustment required by any Governmental Entities that may
          give rise to the Vendor and Chow' indemnification obligation
          hereunder, shall cooperate with the Vendor and Chow and permit the
          Vendor and/or Chow to participate, at their own expense, in the audit
          or other proceeding. Notwithstanding the preceding sentence, in the
          event that the Vendor and/or Chow wish to accept a proposed settlement
          of a tax claim for which they have an indemnity obligation pursuant to
          this Clause 9.1 (the "TAX SETTLEMENT OPTION") and XFM determines that
          it prefers to pursue the tax claim further, XFM may pursue the tax
          claim PROVIDED THAT in such case the maximum amount of liability of
          the Vendor and Chow under such tax claim shall not exceed the amount
          for which they would have been liable if the Tax Settlement Option
          were accepted.

     (e)  In the case of any taxable period that ends on or before the JCBN
          Group Closing Date (a "STRADDLE PERIOD"), the amount of any taxes
          based on or measured by income or receipts of the JCBN 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 JCBN Group Closing Date, and the amount of other taxes of the
          JCBN 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 JCBN Group Closing
          Date and the denominator of which is the number of days in such
          Straddle Period.

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

9.3  Survival of Warranties and Indemnity.

     The representations and warranties of Chow and the Vendor under Clauses 1,
     2, 3(b)-(e), 3(j)-(p) and 5 under Schedule F shall survive JCBN Group
     Closing in perpetuity and those given under Clauses 3(a), 3(f) to 3(i),
     3(q) and 4 under Schedule F which shall survive JCBN Group Closing for a
     period of three (3) years.

9.4  Third Party Claims. A party entitled to indemnification hereunder (an
     "INDEMNIFIED PARTY") shall notify promptly the indemnifying party (the
     "INDEMNIFYING PARTY") in writing of the commencement of any action or
     proceeding with respect to which a claim for indemnification may be made
     pursuant to this Agreement. In case any claim, action or proceeding is
     brought against an Indemnified Party and the

                                       24
<PAGE>

     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:

     (a)  if the Indemnifying Party fails to take reasonable steps necessary to
          defend diligently the action or proceeding within twenty (20) calendar
          days after receiving notice from such Indemnified Party that the
          Indemnified Party reasonably believes it has failed to do so; or

     (b)  if such Indemnified Party who is a defendant in any claim or
          proceeding which is also brought against the Indemnifying Party
          reasonably shall have concluded that there may be one or more legal
          defenses available to such Indemnified Party which are not available
          to the Indemnifying Party; or

     (c)  if representation of both parties by the same counsel is otherwise
          inappropriate under applicable standards of professional conduct,

     then, in any such case, the Indemnified Party shall have the right to
     assume or continue its own defense as set forth above (but with no more
     than one firm of counsel for all Indemnified Parties in each jurisdiction),
     and the Indemnifying Party shall be liable for any expenses therefor.

9.5  Settlement of Claims.

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

     (b)  the Indemnified Party may, in its sole discretion, offset against any
          payment it required or contemplated hereunder (including, where
          relevant, the Earnout Payments) any JCBN Losses incurred or suffered
          by the Indemnified Party and for which the Indemnified Party is
          entitled to be indemnified in this Agreement (including the JCBN
          Earnout Payments).

                                       25
<PAGE>

9.6  Hold Back

     (a)  Upon the timely receipt by the Indemnifying Party of a certificate
          signed by an officer of the Indemnified Party (an "INDEMNITY
          CERTIFICATE"); (i) stating (a) that the Indemnified Party has paid,
          properly accrued or otherwise sustained a JCBN Loss; (b) or made a
          reasonable determination in good faith that it will sustain, have to
          pay, or accrue a JCBN Loss, and (ii) specifying in reasonable detail
          the individual items of JCBN Loss included in the amount so stated,
          the date each such item was sustained, paid, accrued, or the basis for
          such anticipated JCBN Loss, and the nature of breach of
          representation, warranty or covenant to which such item relates, the
          Indemnifying Party shall, subject to the provisions hereof (including
          without limitation Clauses 9.6(a) and (b) hereof), deliver to the
          Indemnified Party, in cash, an amount equivalent to such JCBN Loss.

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

     (c)  If no such agreement can be reached during such ten (10) Business Day
          period, either party may submit the claim to arbitration in accordance
          with the provisions of this Agreement.

9.7  No Liability. No liability shall attach to the Vendor or Chow under this
     Agreement howsoever in respect of:

     (a)  any matter or claim which would not have arisen but for an alteration,
          enactment or re-enactment of any ordinance, law, regulation, other
          legislative act, or generally accepted administrative practice of any
          government or governmental or regulatory authority which occurs after
          the date of execution of this Agreement (including without limitation
          any alteration in rates of tax or any imposition of taxation not in
          effect on the date of execution of this Agreement) and whether or not
          such alteration, enactment or re-enactment has retrospective effect,
          or a change in the interpretation of tax law after the date of this
          Agreement; or

     (b)  any liability to the extent that provision or reserve in respect
          thereof has been adequately made in the JCBN Financial Statements or
          to the extent that actual payment or discharge of such liability has
          been taken into account therein; or

     (c)  any act, omission or transaction of a member of the JCBN Group or its
          directors, employees or agents done or omitted to be done on or before
          JCBN Company Closing Date or JCBN Group Closing at the written
          request, or with the written consent, of XFM (including that done or
          omitted to be done pursuant to the transactions contemplated under
          this Agreement) where XFM has been informed by the Vendor in writing
          prior to JCBN Company Closing or JCBN Group

                                       26
<PAGE>

          Closing that such act, omission or transaction will give rise to a
          breach of a representation, warranty, or covenant under this
          Agreement; or

     (d)  any matter which may affect the Company or any member of the JCBN
          Group and which has been disclosed to XFM in writing in the form of a
          disclosure letter on or before the JCBN Company Closing or JCBN Group
          Closing provided that such matter shall not give rise to any Material
          Adverse Change to the businesses, operations and financial position of
          the Company or any member of the JCBN Group; or

     (e)  to the extent XFM is entitled to recover compensation for any JCBN
          Loss under a policy of insurance maintained by any member of the JCBN
          Group, the amount of JCBN Loss XFM shall be entitled to claim against
          the Vendor or Chow shall be reduced by the net amount actually
          received by XFM under the said policy.

9.8  No claim for breach under this Agreement shall be made against the Vendor
     or Chow unless the aggregate amount of all claims for which the Vendor or
     Chow would otherwise be liable under this Agreement exceeds US$100,000 (and
     in which case XFM shall be entitled to claim the entire amount of the
     claims and not just the excess).

9.9  Notwithstanding anything contained in this Agreement, the maximum aggregate
     liability of the Vendor and Chow in respect of all and any claims for JCBN
     Loss(es) or otherwise for breach under this Agreement shall not in any
     event exceed US$39,000,000 provided that such liability or JCBN Loss(es)
     shall not arise from (i) any breach of any of the representations and
     warranties as set out under Clauses 1, 2, 3(b)-(e), 3(j) to (p) and 5 under
     Schedule F or (ii) any gross negligence, wilful misconduct or fraud of the
     Vendor or Chow.

9.10 If the Vendor and/or Chow shall have paid to XFM any amount by way of
     compensation or damages for any JCBN Loss or breach under this Agreement
     and XFM or the JCBN Group subsequently recovers from a third party any
     amount as compensation or damages for such JCBN Loss or breach, XFM shall
     forthwith repay to the Vendor and/or Chow such amount as received by XFM
     from such third party but does not exceed the amount paid by the Vendor
     and/or Chow to XFM, subject to any deduction of reasonable costs and
     expenses incurred or to be incurred by the JCBN Group or XFM in respect of
     such recovery including any insurance premium, loading, deductible or other
     insurance policy and recovery costs and expenses.

10.  TERMINATION

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

     (a)  by XFM if, between the date hereof and JCBN Group Closing: (i) there
          is a Material Adverse Change caused by any of the Vendor's or Chow's
          breach of any provision of this Agreement or the Ancillary Agreements,
          (ii) the Vendor or Chow has made any disclosure pursuant to Clause
          9.7(d) which has a Material Adverse Change over the businesses,
          operations and financial

                                       27
<PAGE>

          positions of the JCBN Group; (iii) any representations and warranties
          made by the Vendor or Chow as contained in this Agreement shall not
          have been materially true and correct when made, (iv) the Vendor and
          Chow shall not have complied in all material respects with the
          covenants or agreements contained in this Agreement to be complied
          with by it or him, or (v) any member of the JCBN Group makes a general
          assignment for the benefit of creditors, or any proceeding shall be
          instituted by or against the company seeking to adjudicate it bankrupt
          or insolvent, or seeking liquidation, winding up or reorganization,
          arrangement, adjustment, protection, relief or composition of its
          debts under any law related to bankruptcy, insolvency or
          reorganization;

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

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

     (d)  by the parties hereto with the written consent of XFM and the Vendor.

10.2 Effect of Termination. In the event of termination of this Agreement as
     provided in Clause 10.1, this Agreement shall forthwith become void
     provided that nothing herein shall relieve any party hereto from liability
     for any breach of this Agreement.

11.  CONFIDENTIALITY AND NON-DISCLOSURE

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

11.2 Press Releases, Etc. Any press release issued by any party hereto or any
     member of the JCBN 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

                                       28
<PAGE>

     or trade publication, mass marketing materials or otherwise to the general
     public may be made without the prior written consent of each Party to this
     Agreement, whose consent shall not be unreasonably withheld.

11.3 Permitted Disclosures. Notwithstanding the foregoing, any party may
     disclose any of the terms set 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.

11.4 Legally Compelled Disclosure. In the event that any party is requested or
     becomes legally compelled (including without limitation, pursuant to
     securities laws and regulations) to disclose the existence or terms of this
     Agreement or the Ancillary Agreements in contravention of the provisions of
     this Clause, such party (the "DISCLOSING PARTY") shall provide the other
     parties (the "NON-DISCLOSING PARTIES") with prompt written notice of that
     fact and use all reasonable efforts to seek (with the cooperation and
     reasonable efforts of the other parties) a protective order, confidential
     treatment or other appropriate remedy. In such event, the Disclosing Party
     shall furnish only that portion of the information which is legally
     required and shall exercise reasonable efforts to keep confidential such
     information to the extent reasonably requested by any Non-Disclosing Party.
     If disclosure is required then to the extent that disclosure of the
     Ancillary Agreements complies such disclosure requirement then this
     Agreement shall remain confidential.

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

12.  MISCELLANEOUS

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

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

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

     (a)  The procedures of this Clause 12.3(a) 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

                                       29
<PAGE>
          to reach a resolution. The Dispute Notice shall be accompanied by (i)
          a statement of the Claimant describing the dispute in reasonable
          detail and (ii) documentation, if any, supporting the Claimant's
          position on the dispute. Within twenty (20) days after the other
          party's (the "RESPONDENT") receipt of the Dispute Notice and
          accompanying materials, the dispute shall be resolved by binding
          arbitration in Hong Kong under the UNCITRAL Arbitration Rules. All
          arbitration procedures pursuant to this paragraph (a) shall be
          confidential and treated as compromise and settlement negotiations and
          shall not be admissible in any arbitration or other proceeding.

     (b)  The parties shall agree on a single arbitrator to resolve the dispute.
          If the Parties fail to agree on the designation of an arbitrator
          within a twenty (20)-day period the Hong Kong International
          Arbitration Centre shall be requested to designate the single
          arbitrator. If the arbitrator becomes disabled, resigns or is
          otherwise unable to discharge the arbitrator's duties, the
          arbitrator's successor shall be appointed in the same manner as the
          arbitrator was appointed.

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

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

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

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

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

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

                                       30
<PAGE>

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

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

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

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

12.9  Language. This Agreement shall be executed in English.

12.10 Further Assurances. The parties agree to execute such further instruments
      and documents and to take such further action as may reasonably be
      necessary to carry out the intent of this Agreement. The parties agree to
      cooperate affirmatively with XFM to the extent reasonably requested by
      them to enforce rights and obligations pursuant hereto.

             THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.

                                       31






<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:
3905-3909, 1 Grand Gateway
1 HongQiao lu
Shanghai Shanghai 200030
China

Telephone: 8621-6113-5900
Facsimile: 8621-6448-4955

<PAGE>

THE COMPANY

For and on behalf of PROFITOWN DEVELOPMENT LIMITED
By:



              /s/ Chow Chi Yan
--------------------------------------------------

Name:  Chow Chi Yan

Title: Director

Address of the company:


Telephone:
Facsimile:

<PAGE>

THE VENDOR

For and on behalf of FLASH STAR WORLDWIDE LIMITED
By:



             /s/ Chow Chi Yan
-------------------------------------------------

Name:  Chow Chi Yan

Title: Director

Address of the company:


Telephone:
Facsimile:

<PAGE>

THE COVENANTOR

By CHOW CHI YANG



             /s/ Chow Chi Yang
-----------------------------------------------

Address:
8/F., Yick Fat Mansion
73B Waterloo Road
Kowloon, Hong Kong

Telephone:
Facsimile:

<PAGE>

                                   SCHEDULE A

                           DETAILS OF COMPANY SHARES

<TABLE>
<CAPTION>
PURCHASER     VENDOR                                 NO. OF COMPANY SHARES
                                               (% OF TOTAL ISSUED SHARE CAPITAL)
<S>           <C>                              <C>
XFM           Flash Star Worldwide Limited                  One (1)
                                                            (100%)
</TABLE>
<PAGE>
                                   SCHEDULE B

CORPORATE DETAILS OF THE COMPANY AS AT THE DATE OF SIGNING OF THIS AGREEMENT AND
                     IMMEDIATELY BEFORE JCBN GROUP CLOSING

<Table>
----------------------------------------------------------------------------------------------------
<S>                                         <C>                                     <C>
 NAME                                       PROFITOWN DEVELOPMENT LIMITED

----------------------------------------------------------------------------------------------------
 DATE AND PLACE OF INCORPORATION            10 May 2007, British Virgin Islands

----------------------------------------------------------------------------------------------------
 INCORPORATION NUMBER                       1404040

----------------------------------------------------------------------------------------------------
 REGISTERED ADDRESS                         Trident Chambers, P.O. Box 146, Road Town, Tortola,
                                            British Virgin Islands

----------------------------------------------------------------------------------------------------
 AUTHORIZED CAPITAL                         US$50,000 divided into 50,000 Shares at US$1.00 each

----------------------------------------------------------------------------------------------------
 ISSUED CAPITAL                             One (1) Share

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

----------------------------------------------------------------------------------------------------
                                            Flash Star Worldwide Limited             One (1) (100%)

----------------------------------------------------------------------------------------------------
                                            TOTAL:                                      ONE (1)

----------------------------------------------------------------------------------------------------
 DIRECTOR(S)                                Chow Chi Yan

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


<PAGE>
                                   SCHEDULE C

   CORPORATE DETAILS OF THE COMPANY IMMEDIATELY FOLLOWING JCBN GROUP CLOSING

<Table>
-----------------------------------------------------------------------------------------------------------
<S>                                        <C>                                           <C>
NAME                                       PROFITOWN DEVELOPMENT LIMITED

-----------------------------------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION            10 May 2007, British Virgin Islands

-----------------------------------------------------------------------------------------------------------
INCORPORATION NUMBER                       1404040

-----------------------------------------------------------------------------------------------------------
REGISTERED ADDRESS                         Trident Chambers, P.O. Box 146, Road Town, Tortola,
                                           British Virgin Islands

-----------------------------------------------------------------------------------------------------------
AUTHORIZED CAPITAL                         US$50,000 divided into 50,000 Shares at US$1.00 each

-----------------------------------------------------------------------------------------------------------
ISSUED CAPITAL                             One (1) Share

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

-----------------------------------------------------------------------------------------------------------
                                           Xinhua Finance Media Limited                   One (1) (100%)

-----------------------------------------------------------------------------------------------------------
                                           TOTAL:                                            ONE (1)

-----------------------------------------------------------------------------------------------------------
DIRECTOR(S)                                Graham Earnshaw

-----------------------------------------------------------------------------------------------------------
</Table>
<PAGE>
                                   SCHEDULE D

CORPORATE DETAILS OF THE JCBN GROUP AS AT THE DATE OF SIGNING OF THIS AGREEMENT
      AND IMMEDIATELY PRIOR TO JCBN COMPANY CLOSING AND JCBN GROUP CLOSING

1.   JCBN HK

<Table>
------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                        <C>
NAME                                    JCBN Company Limited

------------------------------------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION         19 January 2004, Hong Kong

------------------------------------------------------------------------------------------------------------
INCORPORATION NUMBER                    0879989

------------------------------------------------------------------------------------------------------------
REGISTERED ADDRESS                      Rooms 1103-5, 11th Floor, No. 3 Lockhart Road, Wanchai, Hong Kong

------------------------------------------------------------------------------------------------------------
REGISTERED CAPITAL                      HK$10,000.00 divided into 10,000 shares of HK$1.00 each

------------------------------------------------------------------------------------------------------------
ISSUED CAPITAL                          Two (2) Shares

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

------------------------------------------------------------------------------------------------------------
                                        Profitown Development Limited                  Two (2)

------------------------------------------------------------------------------------------------------------
                                        TOTAL:                                         TWO (2)

------------------------------------------------------------------------------------------------------------
DIRECTOR(S)                             1.     Chow Chi Yan
                                        2.     Ko Sau Lai

------------------------------------------------------------------------------------------------------------
COMPANY SECRETARY                       Sun Forest Secretaries Limited

------------------------------------------------------------------------------------------------------------
</Table>
<PAGE>
2.   JTT

<Table>
<S>                                        <C>                                            <C>
----------------------------------------------------------------------------------------------------------
NAME                                       jtt Advertising Limited

----------------------------------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION            3 October 2000, Hong Kong

----------------------------------------------------------------------------------------------------------
INCORPORATION NUMBER                       0733247

----------------------------------------------------------------------------------------------------------
REGISTERED ADDRESS                         Room 24.2-3, Wah Hing Commercial Building, 283 Lockhart Road,
                                           Wanchai, Hong Kong

----------------------------------------------------------------------------------------------------------
REGISTERED CAPITAL                         HK$10,000.00 divided into 10,000 shares of HK$1.00 each

----------------------------------------------------------------------------------------------------------
ISSUED CAPITAL                             One Thousand (1,000) Shares

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

----------------------------------------------------------------------------------------------------------
                                           JCBN Company Limited                            One Thousand
                                                                                              (1,000)

----------------------------------------------------------------------------------------------------------
                                           TOTAL:                                          One Thousand
                                                                                              (1,000)

----------------------------------------------------------------------------------------------------------
DIRECTOR(S)                                1. Tam Ho Wai, Kathy
                                           2. Tam Wai Yip

----------------------------------------------------------------------------------------------------------
COMPANY SECRETARY                          Holy & Associates Limited

----------------------------------------------------------------------------------------------------------
</Table>
<PAGE>
3.   JCBN CHINA

<Table>
<S>                                   <C>                                             <C>
--------------------------------------------------------------------------------------------------------
NAME                                  Shanghai Paxi Advertising Co., Ltd.

--------------------------------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       17 March 2004, the PRC

--------------------------------------------------------------------------------------------------------
REGISTRATION NUMBER                   3102262041088

--------------------------------------------------------------------------------------------------------
REGISTERED ADDRESS                    No.A-61 Nanxing Village, Jinhui Town, Fengxian District,
                                      Shanghai, the PRC

--------------------------------------------------------------------------------------------------------
REGISTERED CAPITAL                    RMB1,000,000

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

--------------------------------------------------------------------------------------------------------
                                      Zhang Shunkang                                       90%
                                                                                      (RMB900,000)

--------------------------------------------------------------------------------------------------------
                                      Zhu Tianying                                         10%
                                                                                      (RMB100,000)

--------------------------------------------------------------------------------------------------------
                                      TOTAL:                                          RMB1,000,000

--------------------------------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Zhang Peiying

--------------------------------------------------------------------------------------------------------
EXECUTIVE DIRECTOR &                  Zhang Peiying (Executive Director)
SUPERVISOR                            Zhu Tianying (Supervisor)

--------------------------------------------------------------------------------------------------------
BUSINESS SCOPE                        Design, production, publication and acting as an agent of all
                                      types of advertisements in China, service for exhibition and
                                      conference matters, enterprise image scheme, market sales scheme,
                                      etiquette service, computer graphic design and production,
                                      business information consulting, wholesale and retail business
                                      in craftwork, enterprise management consulting, human resource
                                      management consulting, labor service (exclusive of job agency),
                                      (application for license is necessary if license is required to
                                      conduct the above-mentioned business).

--------------------------------------------------------------------------------------------------------
BUSINESS TERM                         17 March 2004 to 16 March 2014

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

<PAGE>

4.   TIANYI

<Table>
<S>                                   <C>                      <C>
--------------------------------------------------------------------------------
NAME                                  Beijing Jinjiu Tianyi
                                      Tianjiu Lianhe Advertising Co., Ltd

--------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       28 September 2004, PRC

--------------------------------------------------------------------------------
REGISTRATION NUMBER                   110112007528406

--------------------------------------------------------------------------------
REGISTERED ADDRESS                    Room 506, No.119, Yudai River Street,
                                      Tongzhou District, Beijing, the PRC

--------------------------------------------------------------------------------
REGISTERED CAPITAL                    RMB500,000

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

--------------------------------------------------------------------------------
                                      JCBN China               100% (RMB500,000)

--------------------------------------------------------------------------------
                                      TOTAL:                     RMB500,000

--------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Ji Xiuli

--------------------------------------------------------------------------------
EXECUTIVE DIRECTOR                    Ji Xiuli

--------------------------------------------------------------------------------
BUSINESS SCOPE                        Design, production, acting as an agent and
                                      publishing advertising in China for
                                      domestic and foreign clients; Undertaking
                                      exhibit.

--------------------------------------------------------------------------------
BUSINESS TERM                         28 September 2004 to 27 September 2024

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

5.   IF DESIGN

<Table>
<S>                                        <C>                      <C>
------------------------------------------------------------------------------------------
NAME                                       Shanghai If Advertisement Design and Production
                                           Co., Ltd.

------------------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION            26 July 2005

------------------------------------------------------------------------------------------
REGISTRATION NUMBER                        310103000165204

------------------------------------------------------------------------------------------
REGISTERED ADDRESS                         Room L3, No.3-4, 17 Nong, Shaoxing Road, Luwan
                                           District, Shanghai, the PRC

------------------------------------------------------------------------------------------
REGISTERED CAPITAL                         RMB500,000

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

------------------------------------------------------------------------------------------
                                           JCBN China                   100%
                                                                    (RMB500,000)

------------------------------------------------------------------------------------------
                                           TOTAL:                    RMB500,000

------------------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                       Chen Zhong

------------------------------------------------------------------------------------------
EXECUTIVE DIRECTOR & SUPERVISOR            Chen Zhong (Executive Director)
                                           Yuan Huxiang (Supervisor)

------------------------------------------------------------------------------------------
BUSINESS SCOPE                             Design, produce and act as
                                           agent for kinds of advertising; sale
                                           of commodity, knitgoods, textile,
                                           craftwork, and hardware; Indoor
                                           decoration and design. Where the
                                           business is subject to administrative
                                           licence, the company shall operate
                                           business by licence.

------------------------------------------------------------------------------------------
BUSINESS TERM                              26 July 2005 to 25 July 2015

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

<PAGE>

                                   SCHEDULE E

  CORPORATE DETAILS OF THE JCBN GROUP IMMEDIATELY FOLLOWING JCBN GROUP CLOSING

1.   JCBN HK


<Table>
<S>                                   <C>                              <C>
--------------------------------------------------------------------------------------
NAME                                  JCBN Company Limited

--------------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       19 January 2004, Hong Kong

--------------------------------------------------------------------------------------
INCORPORATION NUMBER                  0879989

--------------------------------------------------------------------------------------
REGISTERED ADDRESS                    Rooms 1103-5, 11th Floor, No. 3 Lockhart Road,
                                      Wanchai, Hong Kong

--------------------------------------------------------------------------------------
REGISTERED CAPITAL                    HK$10,000.00 divided into 10,000 shares of
                                      HK$1.00 each

--------------------------------------------------------------------------------------
ISSUED CAPITAL                        Two (2) Shares

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

--------------------------------------------------------------------------------------
                                      Profitown Development                Two (2)
                                      Limited

--------------------------------------------------------------------------------------
                                      TOTAL:                               Two (2)

--------------------------------------------------------------------------------------
DIRECTOR(S)                           1. Graham Earnshaw
                                      2. Andrew Chang

--------------------------------------------------------------------------------------
</Table>
<PAGE>
2.   JTT

<Table>
<S>                                    <C>                                        <C>
-----------------------------------------------------------------------------------------------------
NAME                                   jtt Advertising Limited

-----------------------------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION        3 October 2000, Hong Kong

-----------------------------------------------------------------------------------------------------
INCORPORATION NUMBER                   0733247

-----------------------------------------------------------------------------------------------------
REGISTERED ADDRESS                     Room 24.2-3, Wah Hing Commercial Building, 283 Lockhart Road,
                                       Wanchai, Hong Kong

-----------------------------------------------------------------------------------------------------
REGISTERED CAPITAL                     HK$10,000.00 divided into 10,000 shares of HK$1.00 each

-----------------------------------------------------------------------------------------------------
ISSUED CAPITAL                         One Thousand (1,000) Shares

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

-----------------------------------------------------------------------------------------------------
                                       JCBN Company Limited                        One Thousand
                                                                                      (1,000)

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

-----------------------------------------------------------------------------------------------------
                                       TOTAL:                                      One Thousand
                                                                                      (1,000)

-----------------------------------------------------------------------------------------------------
DIRECTOR(S)                            1. Graham Earnshaw
                                       2. Andrew Chang

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

<PAGE>

3.   JCBN CHINA

<Table>
<S>                                    <C>                                         <C>
-----------------------------------------------------------------------------------------------------
NAME                                   Shanghai Paxi Advertising Co., Ltd.

-----------------------------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION        17 March 2004, the PRC

-----------------------------------------------------------------------------------------------------
REGISTRATION NUMBER                    3102262041088

-----------------------------------------------------------------------------------------------------
REGISTERED ADDRESS                     No.A-61 Nanxing Village, Jinhui Town, Fengxian District,
                                       Shanghai, the PRC

-----------------------------------------------------------------------------------------------------
REGISTERED CAPITAL                     RMB 1,000,000

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

-----------------------------------------------------------------------------------------------------
                                       Entity designated by XFM                         100%
                                                                                   (RMB1,000,000)

-----------------------------------------------------------------------------------------------------
                                       TOTAL:                                       RMB1,000,000

-----------------------------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                   Party nominated by XFM

-----------------------------------------------------------------------------------------------------
DIRECTOR & MANAGEMENT                  Parties nominated by XFM

-----------------------------------------------------------------------------------------------------
BUSINESS SCOPE                         Design, production, publication and acting as an agent of all
                                       types of advertisements in China, service for exhibition and
                                       conference matters, enterprise image scheme, market sales
                                       scheme, etiquette service, computer graphic design and
                                       production, business information consulting, wholesale and
                                       retail business in craftwork, enterprise management
                                       consulting, human resource management consulting, labor
                                       service (exclusive of job agency), (application for license
                                       is necessary if license is required to conduct the
                                       above-mentioned business)

-----------------------------------------------------------------------------------------------------
BUSINESS TERM                          17 March 2004 to 16 March 2014

-----------------------------------------------------------------------------------------------------
</Table>
<PAGE>
4.   TIANYI

<Table>
<S>                                   <C>                                 <C>
---------------------------------------------------------------------------------------
NAME                                  Beijing Jinjiu Tianyi Tianjiu
                                      Lianhe Advertising Co., Ltd.

---------------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION       28 September, 2004, PRC

---------------------------------------------------------------------------------------
REGISTRATION NUMBER                   110112007528406

---------------------------------------------------------------------------------------
REGISTERED ADDRESS                    Room 506, No.119, Yudai River Street, Tongzhou
                                      District, Beijing

---------------------------------------------------------------------------------------
REGISTERED CAPITAL                    RMB 500,000

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

---------------------------------------------------------------------------------------
                                      JCBN China                              100%
                                                                          (RMB500,000)

---------------------------------------------------------------------------------------
                                      TOTAL:                               RMB500,000

---------------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                  Ji Xiuli

---------------------------------------------------------------------------------------
EXECUTIVE DIRECTOR                    Parties nominated by XFM

---------------------------------------------------------------------------------------
BUSINESS SCOPE                        Design, production, acting as an agent and
                                      publishing advertising in China for domestic and
                                      foreign clients; Undertaking exhibit.

---------------------------------------------------------------------------------------
BUSINESS TERM                         28 September 2004 to 27 September 2024

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

<PAGE>

5.   IF DESIGN

<Table>
<S>                                    <C>                                          <C>
-------------------------------------------------------------------------------------------------
NAME                                   Shanghai If Advertisement Design and Production Co., Ltd.

-------------------------------------------------------------------------------------------------
DATE AND PLACE OF INCORPORATION        26 July 2005, the PRC

-------------------------------------------------------------------------------------------------
REGISTRATION NUMBER                    310103000165204

-------------------------------------------------------------------------------------------------
REGISTERED ADDRESS                     Room L3, No.3-4, 17 Nong, Shaoxing Road, Luwan District,
                                       Shanghai, the PRC

-------------------------------------------------------------------------------------------------
REGISTERED CAPITAL                     RMB 500,000

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

-------------------------------------------------------------------------------------------------
                                       JCBN China                                       100%
                                                                                    (RMB500,000)

-------------------------------------------------------------------------------------------------
                                       TOTAL:                                        RMB500,000

-------------------------------------------------------------------------------------------------
LEGAL REPRESENTATIVE                   Chen Zhong

-------------------------------------------------------------------------------------------------
DIRECTOR & MANAGEMENT                  Parties nominated by XFM

-------------------------------------------------------------------------------------------------
BUSINESS SCOPE                         Design, produce and act as agent for kinds of advertising;
                                       sale of commodity, knitgoods, textile, craftwork, and
                                       hardware; Indoor decoration and design. Where the business
                                       is subject to administrative licence, the company shall
                                       operate business by licence

-------------------------------------------------------------------------------------------------
BUSINESS TERM                          26 July 2005 to 25 July 2015

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

                                   SCHEDULE F

        REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR AND CHOW

1.   JCBN HK and JTT. In respect of each of JCBN HK and JTT:

     (a)  Organization, Standing, and Power. It is a company duly organized,
          validly existing, and in good standing under the laws of Hong Kong,
          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 Company Charter
          Documents.

     (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 save and
          except that in respect of JCBN HK, it has not held any annual general
          meetings, or compiled any audited accounts since its incorporation.
          The Vendor and Chow represent and warrant that JCBN HK has held an
          extraordinary general meeting to resolve to rectify the foregoing
          non-compliance.

     (c)  Capital Structure.

          (i)    Immediately prior to and following the JCBN Company Closing
                 Date and JCBN Group Closing Date its issued share capital will
                 be as set forth in Schedule B and Schedule C, 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 it 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.

     (d)  Subsidiaries and 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 B. Its particulars as set forth in Schedule D 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

<PAGE>

          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)  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 save and except that in respect of
          JCBN HK, it has not held any annual general meetings or compiled any
          audited accounts since its incorporation. However, the Vendor and Chow
          represent and warrant that JCBN HK has held an extraordinary general
          meeting to resolve and rectify the foregoing non-compliance.

     (f)  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 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.

     (g)  No Liabilities and No Business Activities. Save as contemplated under
          this Agreement, it has no liabilities of any nature howsoever arising,
          is not involved in any litigation whether as plaintiff or defendant.
          In respect of JCBN HK only, it has no Assets and is not carrying on
          any business of any nature.

     (h)  No Contracts. Save as contemplated under this Agreement and in respect
          of JCBN HK only, it has not entered into any agreement, contract,
          legal arrangement or documentation of any type or nature. In respect
          of JTT, all contracts material to its business and operations are
          listed under Schedule J hereto.

     (i)  No PRC Shareholders. There are no persons who are nationals or
          residents of the PRC who are shareholders or directors of the Company.

2.   In respect of each member of the PRC Group and its branches and
     subsidiaries (if any):

     (a)  Organization, Standing, and Power. It is a company duly organized,
          validly existing, and in good standing under the laws of the PRC, have
          all requisite corporate power and authority to carry on its
          businesses, and is duly qualified

<PAGE>

          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 Charter Documents.

     (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 Administration of
          Industry and Commerce have been made available to XFM and are
          materially complete, correct and accurate.

     (c)  Capital Structure.

          (i)    Immediately prior to Equity Transfer, the capital structure of
                 each of the member of the PRC Group is as set forth in
                 Schedule D.

          (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 to issue, deliver or sell, or cause to be
                 issued, delivered or sold, additional equity interest, 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
                 has no outstanding any bonds, debentures, notes or other
                 indebtedness.

          (iii)  Zhang Shunkang and Zhu Tianying are the owners of all interests
                 in and to JCBN China 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 JCBN
                 China.

     (d)  Subsidiaries. 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
          D. Its particulars set forth in Schedule D 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. There is no agreement or arrangement in force which
          calls for the present or future issue or sale of, or grant to any
          person the right (whether conditional or otherwise) to call for the
          issue, sale or transfer of any share or loan capital of the company
          (including any option, notes, warrants or other securities or rights
          convertible or ultimately convertible into shares or equity interests
          in it).

     (e)  Compliance with Laws and Other Instruments. It holds all material
          licences, 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

<PAGE>

          over it or any part of its operations or the failure to obtain which
          shall have a Material Adverse Change on the business or Assets of the
          company. It has duly and promptly performed all requisite inspections
          (if applicable), 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 licences,
          permits and authorizations.

     (f)  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 the
          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 its properties or Assets or equity interest in
          it under any law, statute, rule, regulation, judgment, decree, order,
          government permit, licence or order or any mortgage, indenture, note,
          licence, trust, agreement or other agreement, instrument or obligation
          to which the company is a party.

3.   In respect of each member of the JCBN Group and its branches and
     subsidiaries (if any):

     (a)  Technology and Intellectual Property Rights.

          (i)    Schedule H contains a list of its 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 it, or that are currently
                      under development by it and scheduled to be commercially
                      released or offered within six (6) months of the JCBN
                      Company Closing Date and JCBN Group 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

<PAGE>

                 (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 it is subject under any
                      agreement that does not fall within the ambit of (D) or
                      (E) in this paragraph.

          (ii)   It 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 it
                 or are under development by it, and all products and/or
                 technology underlying any and all services that have been or
                 currently are offered by it or are under development by it is
                 either: (1) owned by it, (2) in the public domain, or (3)
                 rightfully used by it pursuant to a valid written license or
                 other agreement.

          (iii)  It is not and will not, as a result of the execution or
                 delivery of this Agreement, nor performance of the parties'
                 obligations under this Agreements be in violation of any
                 license, sublicense or other agreement relating to the
                 Intellectual Property or of any non-disclosure agreement to
                 which it is a party or otherwise bound.

          (iv)   Save such licences for Licensed Intellectual Property for use
                 in the ordinary course of business of any member of the JCBN
                 Group, it 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 it or its successors in the Intellectual
                 Property.

          (v)    Its 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, 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,

<PAGE>

                 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 (A) challenging the validity,
                 enforceability, or ownership by it of any of Owned Intellectual
                 Property or (B) 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 it 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 it or its resellers or
                 licensees infringes, misappropriates or violates any
                 intellectual property or other proprietary or personal right of
                 any person is pending or, to the knowledge of the Vendor and
                 Chow, is threatened by any person. There is no unauthorized
                 use, infringement or misappropriation of any of Owned
                 Intellectual Property by any third party, employee or former
                 employee to the best knowledge of the Vendor and Chow.

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

          (viii) It 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 it that are enforceable by it
                 and has made available true and complete copies of such
                 assignments or licenses to XFM.

          (ix)   It owns all right, title and interest in and to all data it
                 collects from or discloses about users of its products and
                 services. Its 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 it operates.

          (x)    None of its officers, directors, stockholders or employees or
                 any spouse, or relative thereof, owns directly or indirectly,
                 in whole or in part, any Intellectual Property.

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

<PAGE>

     (b)  Financial Statements. There are no liabilities, claims or obligations
          against it 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 Financial Statements.

     (c)  Accounts Receivable. All of the accounts receivable shown in the
          Financial Statements as of the JCBN Company Closing Date and JCBN
          Group Closing Date will have arisen out of its bona fide transactions
          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 Financial
          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. There shall be in the JCBN Group a minimum of US$4,200,000
          of accounts receivables from non-members of the JCBN Group (the
          "CLOSING RECEIVABLES").

     (d)  Taxes.

          (i)    It has timely filed (or caused to be filed) all Returns
                 required to be filed by it. All taxes required to be paid
                 (whether or not shown on any Return) in respect of the Return
                 Periods have been paid or fully accrued up until JCBN Company
                 Closing and JCBN Group Closing save and except that in respect
                 of JCBN HK, it has filed one tax return dated 21 September 2005
                 for the period from 19 January 2004 to 31 March 2005 indicating
                 that it has had no business to the Hong Kong Inland Revenue
                 Department since its incorporation. It has not requested or
                 been granted any extension of time to file any Return (if
                 applicable). The Vendor and Chow have made available to XFM
                 true and correct copies of all Returns, and all material
                 correspondence with any taxing authority (if any).

          (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 any
                 authority in a jurisdiction where it does not file Returns that
                 it is or may be subject to taxation by that jurisdiction. It is
                 not subject to any pending or threatened tax audit or
                 examination. It 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.

<PAGE>

          (iv)   There are no liens for taxes upon its Assets except for taxes
                 that are not yet payable. It 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.

     (e)  Absence of Certain Changes and Events. Since the date of the Financial
          Statements, there has not been:

          (i)    Any transaction involving more than US$5,000 for a single
                 transaction and a series of transactions involving in aggregate
                 more than US$100,000 entered into by it 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 its business;

          (iv)   Any discharge or satisfaction by it of any lien or encumbrance,
                 or any payment of any obligation or liability (absolute or
                 contingent) other than liabilities shown on the Financial
                 Statements and liabilities incurred since the date of the
                 Financial 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 its
                 Assets, tangible or intangible, having or reasonably likely to
                 have a Material Adverse Change on its business;

          (vi)   Any settlement amount of any claim, dispute, suit, proceeding
                 or investigation regarding it or its business; or

          (vii)  Any event or condition resulting in a Material Adverse Change
                 on it or its business.

     (f)  Leases in Effect; Real Estate. All real property leases and subleases
          to which it is a party and any amendments or modifications thereof are
          listed in Schedule I (each a "LEASE" and, collectively, the "LEASES").
          It has a valid leasehold interest under such Leases. There are no
          existing defaults, and it 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

<PAGE>

          default thereunder. All real property occupied by it is subject to a
          written lease. It holds no interest in real property other than the
          Leases. It has filed and registered all Leases with all applicable
          Governmental Entities.

     (g)  Personal Property. It 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 Financial Statements, except for
          acquisitions and dispositions since the date of the Financial
          Statements in the ordinary course of business and not exceeding
          US$1,000.

     (h)  Litigation and Other Proceedings. Neither it 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 its actions or omissions or affecting its properties, Assets or
          capital, nor to the best of the knowledge of the Vendor or Chow 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 its officer,
          director, employee, agent or contractor. It is not a named party to
          any order, writ, judgment, decree, or injunction.

     (i)  No Defaults. It 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 Charter Documents; (ii) any
          judgment, decree, or order to which it is a named party; or (iii) any
          loan or credit agreement, note, bond, mortgage, indenture, contract,
          agreement, lease, license, or other instrument to which it 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 its business.

     (j)  Material Contracts. Except for the agreements set forth in Schedule J
          (the "MATERIAL CONTRACTS"), it is not a party to or bound by:

          (i)    Any employment contract or arrangement providing for annual
                 salary in excess of US$100,000 with any officer or employee or
                 with any consultant or director providing for annual
                 compensation in excess of US$100,000;

          (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;

<PAGE>

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

          (v)    Any agreement, franchise, or indenture where the amount of
                 consideration payable thereunder is greater than US$50,000 in
                 any year during the term of such agreement, franchise or
                 indenture and which has not been terminated or performed in its
                 entirety and not renewed which may be, by its terms,
                 terminated, impaired, or adversely affected by reason of the
                 execution of this Agreement, JCBN Group Closing, 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 JCBN
                 Group Closing 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 its
                 freedom to compete in any business in any geographic area.

          All Material Contracts are valid and in full force and effect and to
          the best of the knowledge of the Vendor or Chow, it 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 Chow has made available to XFM a copy of each
          Material Contract specified in Schedule J together with all
          amendments, material written waivers or other material written changes
          thereto. All the material contracts as set forth under Schedule J are
          valid and in full force and effect and the Vendor and Chow are not
          aware of any facts or events which may result in any of the Material
          Contracts to be terminated or not being renewed prior to or upon
          expiry by the relevant parties.

<PAGE>

     (k)  Assets. It has legal and beneficial ownership of all Assets it owns,
          possesses or uses as indicated in the Financial Statements free and
          clear of any Encumbrances. No other Person owns any such property and
          Assets which it is using except for the leased property and personal
          property it lease pursuant to the Material Contracts.

     (l)  Material Relations. None of the parties to any of the Material
          Contracts have in any way expressed to it, the Vendor or any Chow any
          intent to reduce the amount of or terminate the business with it.

     (m)  Insurance and Banking Facilities. Schedule K 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 it 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 neither the Vendor nor Chow is aware of any 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 bank facility granted by the Bank of East Asia in
          favour of JTT has been cancelled and all and any amount outstanding or
          due thereunder have been duly repaid.

     (n)  Employees. It 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. It is not a party to any pending
          or threatened labour dispute concerning its business or employment
          practices or the subject of any organizing drive, labour grievance or
          petition to certify a labour union. It 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, to the best of the knowledge of the
          Vendor and Chow, threatened to be brought against it in any court or
          administrative agency by any of its former or current employees. It
          has made all required contributions under the applicable laws in
          respect of wages, salaries and other payments to all employees,
          officers and directors and has timely paid all such amounts to the
          proper Governmental Entity except as would not have a Material Adverse
          Change on its business or Assets.

     (o)  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 it (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

<PAGE>

          employee benefit plan or agreement, or (iii) result in the
          acceleration of the time of payment or vesting of any such benefits.

     (p)  Guarantees and Suretyships. It has no powers of attorney outstanding
          and it 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.

     (q)  Absence of Questionable Payments. Neither it 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. Neither it 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.

4.   General.

     (a)  The Closing Deliverable Agreements. On or before JCBN Group Closing,
          each of the JCBN Closing Deliverable Agreements will have been duly
          executed by the parties thereto and, as at JCBN Group Closing, 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 JCBN Group Closing.

     (b)  Full Disclosure. (i) The Vendor and Chow are not aware of any facts
          which could materially adversely affect it or any member of the JCBN
          Group which are likely in the future to materially adversely affect
          any of them and which have not been disclosed by or on behalf of the
          Vendor or Chow 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.

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

5.   The Vendor and Chow hereby further jointly and severally represent, warrant
     and covenant to XFM that each of the following statements with respect to
     the Vendor and each of Chow, as applicable, is true:

<PAGE>

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

     (b)  Authorisation and Authority. The Vendor 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 or he 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 or he holds, and at all
          times has held all licenses, permits, and authorizations from all
          governmental entities necessary for the lawful conduct of its or his
          business pursuant to all applicable statutes, laws, ordinances, rules,
          and regulations of all such authorities having jurisdiction over it or
          any part of its or his 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 members of the JCBN Group.

     (e)  Corporate Governance. Neither the execution and delivery of this
          Agreement nor the performance by it or him of its or his obligations
          under this Agreement will (i) conflict with or result in any breach of
          its charter documents in the case of or the Vendor; (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 him or its or his 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.

     (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

<PAGE>

          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.






<PAGE>

                                   SCHEDULE G

              CONDITIONS OF XFM'S OBLIGATIONS TO JCBN GROUP CLOSING

1.   Representations and Warranties. All representations and warranties of the
     Vendor and Chow shall be true on and as of the JCBN Company Closing or JCBN
     Group Closing or the date of payment with the same effect as though such
     representations and warranties had been made on and at such date.

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

3.   Performance. Each member of the JCBN Group shall have performed and
     complied with all agreements, obligations and conditions contained in this
     Agreement (if applicable), the JCBN Ancillary Agreements that are required
     to be performed or complied with by it on or before the JCBN Company
     Closing, JCBN Group Closing or the date of payment.

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

5.   Deliverables. All matters and transactions contemplated in Clauses 2 and 3
     of the Agreement have been completed to the satisfaction of XFM and all
     documents contemplated to be executed and delivered in Clauses 2 and 3 of
     the Agreement have been delivered in the forms required.

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

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

8.   Board Composition. All documents required to change the legal
     representative or directors of each member of the JCBN 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.

9.   Licenses. All Licenses shall be valid and in full force and shall be
     renewable solely by each member of the JCBN Group (as applicable) or its
     branch throughout the period from the date of signing of this Agreement to
     the JCBN Company Closing Date, JCBN Group Closing or date of payment.

<PAGE>

10.  Working Capital. The JCBN Group has at least RMB7,600,000 in available
     funds or accounts receivables at the JCBN Group Closing. Any shortfall
     shall be deducted from the 2008 JCBN Amount and, if the 2008 JCBN Amount is
     not sufficient to deduct the shortfall, such excess from the 2009 JCBN
     Amount.

11.  Employment Agreements. The persons, particulars of which are set forth in
     Schedule M, have entered into the JCBN Employment Agreements with XFM and
     shall fulfil their obligations specified under the JCBN Employment
     Agreements, and shall not unilaterally terminate the JCBN Employment
     Agreements before the expiration of the same.

12.  Non-compete Deeds. The persons, particulars of which are set forth in
     Schedule M, have entered into the Non-compete Deeds with XFM and shall
     fulfil their obligations specified under the Non-compete Deeds.

13.  Bank Facility. The overdraft facility granted by Bank of East Asia in
     favour of JTT has been repaid in full and cancelled and there is no amount
     outstanding or due thereunder by the Group.

14.  Motor Vehicle. None of JCBN HK or JTT owns or leases any motor vehicles.
     All hire purchase, insurance or other contracts or arrangements with
     respect to any such motor vehicle previously owned or leased by JCBN HK or
     JTT have been cancelled and there is no amount outstanding or due
     thereunder by any member of the JCBN Group.

<PAGE>

                                   SCHEDULE H

                           JCBN INTELLECTUAL PROPERTY

A. DOMAIN NAMES OWNED BY MEMBERS OF THE JCBN GROUP:


<Table>

<Caption>
NO.     OWNER OF        DOMAIN NAME        REGISTRATION       EXPIRY          CERTIFICATE
         DOMAIN                                DATE            DATE
---     ---------     ----------------     ------------     ----------     ------------------

<S>     <C>           <C>                  <C>              <C>            <C>
 1.       JTT           jtt.com.hk          23/04/2001      01/11/2008         HK12876491

 2.       JCBN          jcbn.com.cn         15/05/2004      15/12/2008       21.192.103.250
          China                                                            (dns7.hichina.com)



 3.     IF Design     if-design.com.cn      21/09/2006      21/09/2009     20060921s10011s
                                                                             76857642-cn


</Table>

B. TRADEMARKS OWNED OR APPLIED FOR BY MEMBERS OF THE JCBN GROUP: NIL
<PAGE>
                                   SCHEDULE I

                                  JCBN LEASES

THE COMPANY : NIL

JCBN HK : NIL

JTT :

List of leases of JTT.

JCBN CHINA :

List of leases of JCBN China

<PAGE>
TIANYI :

List of leases of Tianyi

IF :

List of leases of IF

<PAGE>
                                   SCHEDULE J

                               MATERIAL CONTRACTS

This is a list material contracts of jtt Advertising Limited and Tianyi.

<PAGE>
                                   SCHEDULE K

                               INSURANCE AND BANK

INSURANCE :

1.   JTT ADVERTING LIMITED :

     (a)  PRU Choice Small Office Extra Insurance Policy No.900000379129 dated
          18/10/2007 for year 2007 with The Prudential Assurance Co. Ltd. for
          Small office Insurance Coverage
     (b)  Policy No.900000379129 with The Prudential Assurance Co. Ltd. for
          Employees Compensation

BANK :

This is a list of bank accounts.



<PAGE>
                                   SCHEDULE L

                           JCBN LICENSES / CERTIFICATE

1.   JCBN HK


<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------
   LICENCE /              ISSUING          ISSUING          VALID          TYPE OF              SCOPE OF
  CERTIFICATE            AUTHORITY           DATE           TERM           BUSINESS             BUSINESS
---------------------------------------------------------------------------------------------------------------
<S>                    <C>                <C>             <C>             <C>             <C>
      Business           Business         19/01/2007       One year       Advertising     Advertising, design,
    Registration       Registration                           to                               production,
    Certificate           Office                          18/01/2008                        distribution and
    No.34230962                                                                           agency. Trading and
                                                                                          consulting services
---------------------------------------------------------------------------------------------------------------
</Table>

2.   JTT ADVERTING LIMITED

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------
   LICENCE /              ISSUING          ISSUING          VALID          TYPE OF            SCOPE OF
  CERTIFICATE            AUTHORITY           DATE           TERM           BUSINESS           BUSINESS
---------------------------------------------------------------------------------------------------------------
<S>                    <C>                <C>             <C>             <C>                <C>
      Business           Business         03/10/2007       One year       Advertising        Advertising
    Registration       Registration                           to
    Certificate           Office                          02/10/2008
    No.31268796
---------------------------------------------------------------------------------------------------------------
</Table>

3.   JCBN CHINA

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------
   LICENCE /              ISSUING          ISSUING        OPERATION       TYPE OF            SCOPE OF
  CERTIFICATE            AUTHORITY           DATE            TERM         BUSINESS           BUSINESS
---------------------------------------------------------------------------------------------------------------
<S>                    <C>               <C>             <C>             <C>             <C>
    Business              Fengxian       17/08/2006        10 years        Limited             Design,
    Licence               Branch of                          from         Liability          production,
   (Business              Shanghai                        17/03/2004       Company         publication and
 License) No.:         Administration                                                     acting as an agent
  31022620410           for Industry                                                        of all types of
      88                    and                                                           advertisements in
                          Commerce                                                        China, service for
                                                                                            exhibition and
                                                                                              conference
                                                                                         matters, enterprise
                                                                                            image scheme,
                                    )                                                        market sales
                                                                                          scheme, etiquette
                                                                                          service, computer
                                                                                          graphic design and
                                                                                             production,
                                                                                               business
                                                                                             information
                                                                                             consulting,
                                                                                            wholesale and
                                                                                          retail business in
                                                                                              craftwork,
                                                                                              enterprise
                                                                                              management
                                                                                          consulting, human
                                                                                               resource
                                                                                             management
                                                                                          consulting, labor
                                                                                         service (exclusive
                                                                                           of job agency),
                                                                                           (application for
                                                                                             license is
                                                                                            necessary if
                                                                                         license is required
                                                                                            to conduct the
                                                                                          above-mentioned
                                                                                          business)
---------------------------------------------------------------------------------------------------------------
</Table>

<PAGE>
4.   TIANYI

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------
    LICENCE /             ISSUING          ISSUING        OPERATION        TYPE OF            SCOPE OF
   CERTIFICATE           AUTHORITY           DATE            TERM         BUSINESS            BUSINESS
---------------------------------------------------------------------------------------------------------------
<S>                    <C>               <C>             <C>             <C>              <C>
    Business             Tongzhou        19/06/2007        20 years        Limited             Design,
    Licence              Branch of                           from         Liability       production, acting
   (Business              Beijing                         28/09/2004       Company         as an agent and
  License) No.:        Administration                                                         publishing
   11011200752         for Industry                                                          advertising in
      8406                  and                                                           China for domestic
                          Commerce                                                           and foreign
                                                                                               clients;
                                                                                             Undertaking
                                                                                               exhibit
---------------------------------------------------------------------------------------------------------------
</Table>

<PAGE>
5.   IF DESIGN

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------
   LICENCE /              ISSUING          ISSUING        OPERATION       TYPE OF              SCOPE OF
  CERTIFICATE            AUTHORITY           DATE            TERM         BUSINESS              BUSINESS
---------------------------------------------------------------------------------------------------------------
<S>                    <C>                <C>             <C>             <C>              <C>
    Business               Luwan          13/08/2007       10 years          Limited         Design, produce
    Licence               Branch of                          from           Liability        and act as agent
   (Business              Shanghai                        26/07/2005         Company          for kinds of
 License) No.:         Administration                                                      advertising; sale of
  31010300016           for Industry                                                           commodity,
     5204                   and                                                            knitgoods, textile,
                          Commerce                                                           craftwork, and
                                                                                            hardware; Indoor
                                                                                             decoration and
                                                                                            design. Where the
                                                                                           business is subject
                                                                                            to administrative
                                                                                              license, the
                                                                                             company shall
                                                                                            operate business
                                                                                              by license
---------------------------------------------------------------------------------------------------------------
</Table>


<PAGE>
                                   SCHEDULE M

1.   LIST OF MANAGEMENT ENTERING INTO JCBN EMPLOYMENT AGREEMENT

     (a)  Chow Chi Yan;
     (b)  Tam Ho Wai, Kathy
     (c)  Tam Wai Yip, Amos
     (d)  Chen Zhong, Ian
     (e)  Cao Dong, Neil
     (f)  Guo Hong

2.   LIST OF PERSONNEL ENTERING INTO NON-COMPETE DEED

     (a)  Chow Chi Yan;
     (b)  Tam Ho Wai, Kathy
     (c)  Tam Wai Yip, Amos
     (d)  Chen Zhong, lan
     (e)  Cao Dong, Neil
     (f)  Guo Hong
     (g)  Wang Jian

<PAGE>
                                   SCHEDULE N

                         JCBN EQUITY TRANSFER DOCUMENTS

1.   JCBN CHINA

     (a)  equity transfer agreement entered into between Zhang Shunkang and XFM
          Entity;
     (b)  equity transfer agreement entered into between Zhu Tianying and XFM
          Entity;
     (c)  shareholders' resolution of JCBN China executed by Zhang Shunkang and
          Zhu Tianying;
     (d)  shareholder's resolution of XFM Entity; and
     (e)  amended Articles of Association of JCBN China.

2.   IF DESIGN

     (a)  shareholder's resolution of IF Design; and
     (b)  amended Articles of Association of IF Design.

3.   TIANYI

     (a)  shareholder's resolution of Tianyi.

<PAGE>

                                   SCHEDULE O

                          FORMS OF EMPLOYMENT AGREEMENT

<PAGE>

                                   SCHEDULE P

                           FORMS OF NON-COMPETE DEED

<PAGE>

                                   SCHEDULE Q

                               FINANCIAL STATEMENTS