SECURITIES
      PURCHASE AGREEMENT

    


    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of November 17, 2007, by and among New Paradigm Productions, Inc.,
      a
      Nevada corporation which will change its corporate name to China Marine Food
      Group Limited, and all predecessors thereto (collectively, the “Company”),
      Pengfei Liu, as the make good pledgor, and the investors identified on the
      signature pages hereto (each, an “Investor”
      and
      collectively, the “Investors”).

     

    WHEREAS,
      on November 17, 2007, the Company entered into a Share Exchange Agreement,
      which
      will be attached to the Company’s Current Report on Form 8-K under the U.S.
      Securities Exchange Act of 1934, as amended (the “Exchange
      Agreement”),
      with
      Nice Enterprise Trading H.K. Co., Ltd. (“Nice
      Enterprise”),
      pursuant to which the Company will, subject to the terms and conditions thereof,
      acquire all of the equity interest of Nice Enterprise and, indirectly, all
      of
      Nice Enterprises’ subsidiaries, in exchange for 93.15% of the Common Stock on a
      fully diluted basis as of the time of the closing of the exchange under the
      Exchange Agreement and as of the Closing under this Agreement (the “Exchange”).
      

     

    WHEREAS,
      the closing of the Exchange is conditioned, among other things, on the
      concurrent consummation of the financing contemplated by this
      Agreement.

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and the
      Transaction Documents and pursuant to exemptions from registration under the
      Securities Act (as defined below), the Company desires to issue and sell to
      the
      Investors, and the Investors, severally and not jointly, desire to purchase
      from
      the Company, an aggregate of 6,199,441 units
      (each, a “Unit”),
      each
      Unit being purchased for $3.214 and consisting of one (1) share of the Company’s
      Common Stock (as defined in Section
      1.1),
      and a
      Warrant (as defined in Section
      1.1)
      to
      purchase one-fifth (1/5) of one share of the Company’s Common Stock, as more
      fully described in this Agreement and the other Transaction
      Documents.

     

    WHEREAS,
      the Company shall issue to the Placement Agent (as defined in Section 1.1)
      warrants to purchase up to 9% of the number of shares of Common Stock sold
      pursuant to this Agreement, which shall be exercisable, on a net-issuance or
      cashless basis, at any time at a price equal to 130% of the Per Unit Purchase
      Price (as defined in Section
      1.1),
      and
      which will have registration rights similar to the registration rights afforded
      to the Investors under the Transaction Documents.

     

    A
      G R
      E E M E N T

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and the Investors agree as
      follows:

     

    ARTICLE
      1.

    DEFINITIONS

     

    1.1. Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms shall have the meanings indicated in this
      Section 1.1:

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    “2008
      Adjusted Income”
      has the
      meaning set forth in Section
      5.2.

     

    “2008
      Annual Report”
      has the
      meaning set forth in Section
      5.2.

     

    “2008
      Guaranteed ATNI” has
      the
      meaning set forth in Section
      5.2.

     

    “2008
      Make Good Shares” has
      the
      meaning set forth in Section
      5.2.

     

    “2009
      Adjusted Income”
      has the
      meaning set forth in Section
      5.2.

     

    “2009
      Annual Report”
      has the
      meaning set forth in Section
      5.2.

     

    “2009
      Guaranteed ATNI” has
      the
      meaning set forth in Section
      5.2.

     

    “2009
      Make Good Shares” has
      the
      meaning set forth in Section
      5.2. 

     

    “Action”
      means
      any action, suit, inquiry, notice of violation, proceeding (including any
      partial proceeding such as a deposition) or investigation pending or threatened
      in writing against or affecting the Company, any Subsidiary or any of their
      respective properties before or by any court, arbitrator, governmental or
      administrative agency, regulatory authority (federal, state, county, local
      or
      foreign), stock market, stock exchange or trading facility.

     

    “Agent
      Shares”
      means
      the Common Stock issuable upon exercise of the Placement Agent
      Warrants.

     

    “Affiliate”
      means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person, as such
      terms are used in and construed under Rule 144.

     

    “Amendment
      Filing”
shall
      mean the filing of a certificate of amendment to the articles of incorporation
      of the Company with the Nevada Secretary of State for purposes of effecting
      a
      change in the corporate name of the Company to “China Marine Food Group
      Limited.”

     

    “Business
      Day”
      means
      any day except Saturday, Sunday and any day which is a federal legal holiday
      or
      a day on which banking institutions in the State of New York or the Province
      of
      Fujian in the Peoples’ Republic of China are authorized or required by law or
      other governmental action to close.

     

    “Buy-In”
      has
      the
      meaning set forth in Section 4.1(c).

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “California
      Courts”
      means
      the state and federal courts sitting in the State of California.

     

    “Closing”
      means
      the closing of the purchase and sale of the Shares pursuant to Article
      II.

     

    “Closing
      Date”
      means
      the Business Day on which all of the conditions set forth in Sections 6.1 and
      6.2 hereof are satisfied, or such other date as the parties may
      agree.

     

    "Closing
      Escrow Agreement"
      means
      the Closing Escrow Agreement, dated as of the date hereof, between the Placement
      Agent, the Company and the Escrow Agent pursuant to which the Investors shall
      deposit their Investment Amounts with the Escrow Agent to be applied to the
      transactions contemplated hereunder, in the form of Exhibit
      B
      hereto.


     

    “Commission”
      means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
      means
      the common stock of the Company, par value $0.001 per share, and any securities
      into which such common stock may hereafter be reclassified or for which it
      may
      be exchanged as a class.

     

    “Common
      Stock Equivalents”
      means
      any securities of the Company or any Subsidiary which entitle the holder thereof
      to acquire Common Stock at any time, including without limitation, any debt,
      preferred stock, rights, options, warrants or other instrument that is at any
      time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock or other securities that entitle the holder
      to
      receive, directly or indirectly, Common Stock.

     

    “Company
      Counsel”
      means F.
      Robbe International Attorneys at Law.

     

    “Company
      Deliverables”
      has the
      meaning set forth in Section 2.2(a).

     

    “Consultant”
      means
      Yorkshire Capital Limited or a designee thereof.

     

    “Consultant
      Warrant Shares”
      means
      the Common Stock issuable upon exercise of the Consultant Warrants.

     

    “Consultant
      Warrants”
      means
      warrants to purchase Common Stock of the Company issued to the Consultant by
      the
      Company for services rendered Nice Enterprise.

     

    “Disclosure
      Materials”
      means
      the SEC reports, the Draft S-1 Registration Statement and the schedules to
      this
      Agreement. 

     

    “Disclosure
      Schedules”
      means
      the Disclosure Schedules of the Company delivered by the Company to Investors
      contemporaneously with this Agreement.

     

    “Draft
      S-1 Registration Statement”
means
      a
      draft registration statement on Form S-1 under the Securities Act, to be
      filed by the Company (with such changes as are needed to finalize such draft)
      with the Commission thirty (30) days after the Closing Date, pursuant to the
      Registration Rights Agreement, for purposes of registering the resale of the
      Shares, Warrant Shares, Agent Warrant Shares, Consultant Warrant Shares and
      certain shares of Common Stock held by existing investors and holders of the
      Company who acquired such shares prior to the consummation of the
      Exchange.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    “Effective
      Date”
      means
      the date that the Registration Statement required by Section 2(a) of the
      Registration Rights Agreement is first declared effective by the
      Commission.

     

    “Escrow
      Agent”
means
      Thelen Reid Brown Raysman & Steiner LLP. 

     

    “Escrow
      Shares”
      means
      the aggregate shares Common Stock owned by the Make Good Pledgor that are placed
      into escrow pursuant to the Make Good Escrow Agreement.

     

    “Evaluation
      Date” has
      the
      meaning set forth in Section 3.1(t).

     

    “Exchange”
      has
      the
      meaning set forth in the recitals hereto.

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended.

     

    “Exchange
      Agreement”
      has the
      meaning set forth in recitals hereto.

     

    “FCPA”
      means
      the
      Foreign Corrupt Practices Act of 1977, as amended.

     

    “FCPA
      Subsidiary”
      means
      any Subsidiary of the Company that has been subject to the FCPA prior to the
      Closing Date, and specifically excluding Nice Enterprise and its subsidiaries.
      

     

    “GAAP”
      means
      U.S. generally accepted accounting principles, consistently
      applied.

     

    “Intellectual
      Property Rights”
      has the
      meaning set forth in Section 3.1(q).

     

    “Investment
      Amount”
      means,
      with respect to each Investor, the Investment Amount indicated on such
      Investor’s signature page to this Agreement.

     

    “Investor
      Deliverables”
      has the
      meaning set forth in Section 2.2(b).

     

    “Investor
      Party”
      has the
      meaning set forth in Section 4.7.

     

    “Lien”
      means
      any lien, charge, encumbrance, security interest, right of first refusal, right
      of participation or other restrictions of any kind.

     

    “Lock-Up
      Agreement”
means
      the Lock-Up Agreement dated as of the date hereof, among each executive officer
      and director of the Company, and each stockholder owning directly or indirectly
      shares representing 10% or more of the Company’s total outstanding shares of
      Common Stock, in the form of Exhibit
      A hereto.

     

    “Make
      Good Investor Agent”
      has the
      meaning set forth under Section
      5.2(d).

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Make
      Good Escrow Agent”
      means
      Interwest Transfer Co., Inc.

     

    “Make
      Good Escrow Agreement” means
      the
      Make Good Escrow Agreement, dated as of the date hereof, among the Company,
      the
      Make Good Agent, the Make Good Escrow Agent and the Make Good Pledgor, in the
      form of Exhibit
      C
      hereto.

     

    “Make
      Good Pledgor”
      means
      Pengfei Liu.

     

    “Material
      Adverse Effect”
      means
      any of (i) a material and adverse effect on the legality, validity or
      enforceability of any Transaction Document, (ii) a material and adverse effect
      on the results of operations, assets, prospects, business or condition
      (financial or otherwise) of the Company and the Subsidiaries, taken as a whole,
      or (iii) an adverse impairment to the Company’s ability to perform on a timely
      basis any of its obligations under any Transaction Document.

     

    “Nice
      Enterprise”
      has the
      meaning set forth in the recitals hereto.

     

    “Outside
      Date”
      means
      the 15th
      following the date of this Agreement.

     

    “Per
      Unit Purchase Price”
      equals
      $3.214.

     

    “Person”
      means an
      individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Placement
      Agent”
      means
      Sterne, Agee & Leach, Inc.

     

    “Placement
      Agent Counsel”
      means
      Thelen Reid Brown Raysman & Steiner LLP.

     

    “Placement
      Agent Warrants”
      means
      the warrants to purchase Common Stock of the Company issued to the Placement
      Agent pursuant to the Placement Agent Agreement between the Company and the
      Placement Agent, dated as of July 18, 2007.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Registration
      Rights Agreement”
      means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and the Investors, in the form of Exhibit
      D
      hereto.

     

    “Registration
      Statement”
      means a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Investors of the Shares and
      Warrant Shares.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    “Rule
      144”
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “SEC
      Reports”
      has the
      meaning set forth in Section 3.1(h).

     

    “Securities”
      means
      the Shares, Warrants and Warrant Shares.

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended.

     

    “Share
      Delivery Date”
      has the
      meaning set forth in Section 4.1(c).

     

    “Shares”
      means
      the shares of Common Stock underlying the Units being offered and sold to the
      Investors by the Company hereunder.

     

    “Short
      Sales”
      include,
      without limitation, all “short sales” as defined in Rule 200 promulgated under
      Regulation SHO under the Exchange Act and all types of direct and indirect
      stock
      pledges, forward sale contracts, options, puts, calls, swaps and similar
      arrangements (including on a total return basis), and sales and other
      transactions through non-US broker dealers or foreign regulated
      brokers.

     

    “Stockholder
      Approval”
      has the
      meaning set forth in Section 4.13.

     

    “Subsidiary”
      means
      any subsidiary of the Company as set forth on Schedule 3.1(a).

     

    “Trading
      Day”
      means
      (i) a day on which the Common Stock is traded on a Trading Market (other than
      the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading
      Market (other than the OTC Bulletin Board), a day on which the Common Stock
      is
      traded in the over-the-counter market, as reported by the OTC Bulletin Board,
      or
      (iii) if the Common Stock is not quoted on any Trading Market, a day on which
      the Common Stock is quoted in the over-the-counter market as reported by the
      Pink Sheets LLC (or any similar organization or agency succeeding to its
      functions of reporting prices); provided, that in the event that the Common
      Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then
      Trading Day shall mean a Business Day.

     

    “Trading
      Market”
      means
      whichever of the New York Stock Exchange, the American Stock Exchange, the
      NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
      or OTC Bulletin Board on which the Common Stock is listed or quoted for trading
      on the date in question.

     

    “Transaction
      Documents”
      means
      this Agreement, the Registration Rights Agreement, the Warrants, the Closing
      Escrow Agreement, the Make Good Escrow Agreement and any other documents or
      agreements executed in connection with the transactions contemplated
      hereunder.

     

    “Units”
      has the
      meaning set forth in the recitals hereto.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    “Warrants”
means
      collectively the Common Stock purchase warrants, in the form of Exhibit
      E,
      delivered to the Investors at the Closing. 

     

    “Warrant
      Shares”
has
      the
      meaning set forth in Section 2.2(a)(ii) hereof.

     

    ARTICLE
      2.

    PURCHASE
      AND SALE

     

    2.1. Closing.
      Subject
      to the terms and conditions set forth in this Agreement, at the Closing the
      Company shall issue and sell to each Investor, and each Investor shall,
      severally and not jointly, purchase from the Company, the number of Shares
      and
      Warrants set forth on each respective Investor’s signature page attached hereto,
      in consideration of the Investor’s payment of the Investment Amount set forth
      thereon. The Closing shall take place at the offices of Escrow Agent on the
      Closing Date or at such other location or time as the parties may
      agree.

     

    2.2. Closing
      Deliveries.
      (a)
      On or
      prior to the Closing, the Company shall deliver or cause to be delivered to
      each
      Investor the following (the “Company
      Deliverables”):

     

    (i) a
      certificate evidencing a number of Shares equal to such Investors Investment
      Amount divided by the Per Unit Purchase Price, registered in the name of such
      Investor;

     

    (ii) a
      Warrant
      registered in the name of such Investor, pursuant to which such Investor shall
      have the right to acquire the number of shares of Common Stock equal to
      one-fifth of the number of Shares issuable to such Investor Section 2.2(a)(i),
      at an exercise price that is equal to 130% of the Per Unit Purchase Price (the
      “Warrant
      Shares”) 

     

    (iii) this
      Agreement duly executed by the Company and each Investor;

     

    (iv) a
      certificate executed by the Company’s chief executive officer and chief
      financial officer, confirming the continued truth and correctness in all
      material respects (except as to those representations and warranties qualified
      by materiality, as to which the confirmation shall be as to their continued
      truth and correctness) as of the Closing Date of the Company’s representations
      and warranties made in Article 3
      hereof;

     

    (v) a
      certificate, executed by the Secretary of the Company and dated as of the
      Closing Date, as to (i) the resolutions consistent with Section 3.1(c) as
      adopted by the Company's Board of Directors in a form reasonably acceptable
      to
      the Investors, and (ii) the current certificate of incorporation, as amended,
      and bylaws, as amended, of the Company;

     

    (vi) executed
      consents of at least a majority of the shares of Common Stock then outstanding
      approving the items set forth in Section 4.13 herein;

     

    (vii) the
      legal
      opinion of Yuan Tai Law Offices, People’s Republic of China, Counsel to the
      Company and of Ivan Tang & Co., Solicitors, Hong Kong, Counsel to the
      Company, addressed to the Investors, in the form of Exhibit
      F
      attached
      hereto; 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    (viii) the
      legal
      opinion of Company Counsel addressed to the Investors, in the form of
Exhibit
      G
      attached
      hereto;

     

    (ix) the
      Closing Escrow Agreement, duly executed by all parties thereto;

     

    (x) the
      Make
      Good Escrow Agreement, duly executed by all parties thereto;

     

    (xi) the
      Registration Rights Agreement, duly executed by the Company; 

     

    (xii) the
      Draft
      S-1 Registration Statement; and 

     

    (xiii) the
      Lock-Up Agreement duly executed by all executive officers and directors of
      the
      Company and each stockholder owning directly or indirectly shares representing
      10% or more of the Company’s total outstanding shares.

     

    (b) On
      or
      prior to the Closing Date, each Investor shall deliver or cause to be delivered
      the following (the “Investor
      Deliverables”):

     

    (i) to
      the
      Company, this Agreement duly executed by the Investor;

     

    (ii) to
      the
      Escrow Agent for deposit and disbursement in accordance with the Closing Escrow
      Agreement, Investment Amount, in United States dollars and in immediately
      available funds, by wire transfer to an account designated in writing by the
      Company for such purpose; and

     

    (iii) to
      the
      Company, the Registration Rights Agreement, duly executed by such
      Investor.

     

    (c) Within
      three (3) Business Days following the Closing Date, the Company shall deliver
      or
      cause to be delivered the following:

     

    (i) one
      or
      more stock certificates evidencing Shares with a stated value equal to such
      Investor’s Investment Amount, registered in the name of such Investor;
      and

     

    (ii) a
      Warrant
      registered in the name of such Investor evidencing the number of Warrants set
      forth on such Investor’s signature page attached hereto.


     

    ARTICLE
      3.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1. Representations
      and Warranties of the Company.
      The
      Company hereby makes the following representations
      and warranties
      to each
      Investor with the intention and understanding that, as to matters pertaining
      to
      Nice Enterprise and its subsidiaries and the Exchange, such representations
      and
      warranties are made as of the Closing Date and assuming that the Exchange shall
      have been consummated immediately prior to the Closing:

     

    (a) Subsidiaries.
      All of
      the direct or indirect subsidiaries of the Company are set forth on Schedule
      3.1(a).
      Except
      as disclosed in Schedule
      3.1(a),
      the
      Company owns, directly or indirectly, all of the capital stock of each
      Subsidiary free and clear of any and all Liens, and all the issued and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights. The
      Company owns all of the outstanding capital stock of Nice Enterprise in
      accordance with the Exchange Agreement, free and clear of all Liens. For the
      sake of clarity, as used herein the term Subsidiaries includes Nice Enterprise
      and all direct and indirect subsidiaries of Nice Enterprise. 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (b) Organization
      and Qualification.
      The
      Company and each Subsidiary are duly incorporated or otherwise organized,
      validly existing and in good standing under the laws of the jurisdiction of
      its
      incorporation or organization (as applicable), with the requisite power and
      authority to own and use its properties and assets and to carry on its business
      as currently conducted. Neither the Company nor any Subsidiary is in violation
      of any of the provisions of its respective certificate or articles of
      incorporation, bylaws or other organizational or charter documents. The Company
      and each Subsidiary are duly qualified to conduct its respective businesses
      and
      are in good standing as a foreign corporation or other entity in each
      jurisdiction in which the nature of the business conducted or property owned
      by
      it makes such qualification necessary, except where the failure to be so
      qualified or in good standing, as the case may be, could not, individually
      or in
      the aggregate, have or reasonably be expected to result in a Material Adverse
      Effect.

     

    (c) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations thereunder. The execution and
      delivery of each of the Transaction Documents by the Company and the
      consummation by it of the transactions contemplated thereby have been duly
      authorized by all necessary action on the part of the Company and no further
      action is required by the Company, its board of directors or its stockholders
      in
      connection therewith. Each Transaction Document has been (or upon delivery
      will
      have been) duly executed by the Company and, when delivered in accordance with
      the terms hereof, will constitute the valid and binding obligation of the
      Company enforceable against the Company in accordance with its terms, except
      as
      such enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally the enforcement of, creditors’ rights and remedies or by
      other equitable principles of general application.

     

    (d) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated thereby
      do
      not and will not (i) conflict with or violate any provision of the Company’s or
      any Subsidiary’s certificate or articles of incorporation, bylaws or other
      organizational or charter documents, or (ii) conflict with, or constitute a
      default (or an event that with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or both)
      of,
      any agreement, credit facility, debt or other instrument (evidencing a Company
      or Subsidiary debt or otherwise) or other understanding to which the Company
      or
      any Subsidiary is a party or by which any property or asset of the Company
      or
      any Subsidiary is bound or affected, or (iii) result in a violation of any
      law,
      rule, regulation, order, judgment, injunction, decree or other restriction
      of
      any court or governmental authority to which the Company or a Subsidiary is
      subject (including federal and state securities laws and regulations), or by
      which any property or asset of the Company or a Subsidiary is bound or affected;
      except in the case of each of clauses (ii) and (iii), such as could not,
      individually or in the aggregate, have or reasonably be expected to result
      in a
      Material Adverse Effect.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (e) Filings,
      Consents and Approvals.
      Except
      as set forth in Schedule
      3.1(e),
      the
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with the execution, delivery and performance by the Company of the
      Transaction Documents, other than (i) the filing with the Commission of one
      or
      more Registration Statements in accordance with the requirements of the
      Registration Rights Agreement, (ii) filings required by state securities laws,
      (iii) the filing of a Notice of Sale of Securities on Form D with the Commission
      under Regulation D of the Securities Act, (iv) the information statement
      referred to in Section 4.13; (v) an information statement that complies with
      Section 14(f) of the Exchange Act and Rule 14f-1 thereunder; (vi) the Amendment
      Filing; and (vii) the filings required in accordance with Section 4.5
      (collectively, the “Required
      Approvals”).
      

     

    (f) Issuance
      of the Shares.
      The
      Shares and the Warrants have been duly authorized and, when issued and paid
      for
      in accordance with the Transaction Documents, will be duly and validly issued,
      fully paid and nonassessable, free and clear of all Liens other than
      restrictions on transfer provided for in the Transaction Documents. The Company
      will reserve from its duly authorized capital stock the shares of Common Stock
      issuable pursuant to this Agreement and the Warrants in order to issue the
      Shares and Warrant Shares. The Shares and Warrant Shares, when issued in
      accordance with the terms of the Transaction Documents, will be validly issued,
      fully paid and nonassessable, free and clear of all Liens other than
      restrictions on transfer provided for in the Transaction Documents.


     

    (g) Capitalization.
      The
      capitalization of the Company is as set forth on Schedule
      3.1(g).
      No
      Person has any right of first refusal, preemptive right, right of participation,
      or any similar right to participate in the transactions contemplated by the
      Transaction Documents. Except as set forth in Schedule
      3.1(g),
      there
      are no outstanding options, warrants, scrip rights to subscribe to, calls or
      commitments of any character whatsoever relating to, or securities, rights
      or
      obligations convertible into or exchangeable for, or giving any Person any
      right
      to subscribe for or acquire, any securities of the Company or any Subsidiary,
      or
      contracts, commitments, understandings or arrangements by which the Company
      or
      any Subsidiary is or may become bound to issue additional securities of the
      Company or any Subsidiary. The issue and sale of the Securities will not,
      immediately or with the passage of time, obligate the Company to issue shares
      of
      Common Stock or other securities to any Person (other than the Investors) and
      will not result in a right of any holder of Company securities to adjust the
      exercise, conversion, exchange or reset price under such securities. All of
      the
      outstanding shares of capital stock of the Company are validly issued, fully
      paid and nonassessable, have been issued in compliance with all federal and
      state securities laws, and none of such outstanding shares was issued in
      violation of any preemptive rights or similar rights to subscribe for or
      purchase securities. Except for shareholder approval, no further approval or
      authorization of any stockholder, the board of directors of the Company or
      others is required for the issuance and sale of the Securities. Except for
      the
      Transaction Documents and as set forth on Schedule
      3.1(g),
      there
      are no stockholders agreements, voting agreements or other similar agreements
      with respect to the Company’s capital stock to which the Company is a party or,
      to the knowledge of the Company, between or among any of the Company’s
      stockholders. 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (h) SEC
      Reports; Financial Statements.
      The
      Company has filed all reports required to be filed by it under the Securities
      Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
      since January 1, 2004 (collectively, the “SEC
      Reports”)
      on a
      timely basis or has timely filed a valid extension of such time of filing and
      has filed any such SEC Reports prior to the expiration of any such extension.
      As
      of their respective dates, the SEC Reports complied in all material respects
      with the requirements of the Securities Act and the Exchange Act and the rules
      and regulations of the Commission promulgated thereunder, and none of the SEC
      Reports, when filed, contained any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or necessary
      in
      order to make the statements therein, in light of the circumstances under which
      they were made, not misleading. The financial statements of the Company included
      in the SEC Reports comply in all material respects with applicable accounting
      requirements and the rules and regulations of the Commission with respect
      thereto as in effect at the time of filing. Such financial statements have
      been
      prepared in accordance with GAAP applied on a consistent basis during the
      periods involved, except as may be otherwise specified in such financial
      statements or the notes thereto, and fairly present in all material respects
      the
      financial position of the Company and its consolidated Subsidiaries as of and
      for the dates thereof and the results of operations and cash flows for the
      periods then ended, subject, in the case of unaudited statements, to normal,
      immaterial, year-end audit adjustments. 

     

    (i) Nice
      Enterprise Consolidated Financial Statements; Draft S-1 Registration
      Statement.
      The
      Company has delivered to each Investor the following financial statements and
      pro forma financial data: (i) audited consolidated balance sheet of Nice
      Enterprise as of December 31, 2006; (ii) audited consolidated statements of
      income, stockholders’ equity and cash flows of Nice Enterprise and subsidiaries
      for the three-year period ended December 31, 2006; (iii) audited consolidated
      balance sheet of Nice Enterprise and its subsidiaries as of June 30, 2007 and
      audited consolidated statements of income, stockholders’ equity and cash flows
      of Nice Enterprise and its subsidiaries for the period from January 1, 2007
      to
      June 30, 2007 (collectively, the “Nice Enterprise Financial Statements”); and
      (The Nice Enterprise Financial Statements comply in all material respects with
      applicable accounting requirements and the rules and regulations of the
      Commission with respect thereto. The Nice Enterprise Financial Statements have
      been prepared in accordance with GAAP, except as may be otherwise specified
      in
      such financial statements or the notes thereto and except that unaudited
      financial statements may not contain all footnotes required by GAAP, and fairly
      present in all material respects the financial position of Nice Enterprise
      and
      its consolidated subsidiaries as of and for the dates thereof and the results
      of
      operations and cash flows for the periods then ended, subject, in the case
      of
      unaudited statements, to normal, year-end audit adjustments. The Company has
      delivered to each Investor the Draft S-1 Registration Statement. After giving
      effect to the Exchange and the transactions contemplated by the Transaction
      Documents, the Draft S-1 Registration Statement does not contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not
      misleading.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    The
      Company has delivered to each Investor the Draft S-1 Registration Statement.
      After giving effect to the Nice Enterprise Acquisition and the transactions
      contemplated by the Transaction Documents, the Draft S-1 Registration Statement
      does not contain any untrue statement of a material fact or omit to state a
      material fact required to be stated therein or necessary in order to make the
      statements therein, in the light of the circumstances under which they were
      made, not misleading. 

    


    (j) Press
      Releases.
      The
      press releases disseminated by the Company during the twelve months preceding
      the date of this Agreement taken as a whole do not contain any untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary in order to make the statements therein, in light of the
      circumstances under which they were made and when made, not
      misleading.

     

    (k) Material
      Changes.
      

     

    (A) Since
      the
      date of the latest balance sheet included within the SEC Reports, except as
      specifically disclosed in the SEC Reports, (i) there has been no event,
      occurrence or development that has had or that could reasonably be expected
      to
      result in a Material Adverse Effect, (ii) the Company has not incurred any
      liabilities (contingent or otherwise) other than (A) trade payables and accrued
      expenses incurred in the ordinary course of business consistent with past
      practice and (B) liabilities not required to be reflected in the Company’s
      financial statements pursuant to GAAP or required to be disclosed in filings
      made with the Commission, (iii) the Company has not altered its method of
      accounting or the identity of its auditors, (iv) the Company has not declared
      or
      made any dividend or distribution of cash or other property to its stockholders
      or purchased, redeemed or made any agreements to purchase or redeem any shares
      of its capital stock, and (v) the Company has not issued any equity securities
      to any officer, director or Affiliate. The Company does not have pending before
      the Commission any request for confidential treatment of
      information.

     

    (B) Nice
      Enterprise.
      Since
      the date of the latest balance sheet included within the Nice Enterprise
      Financial Statements, except as specifically disclosed in the Draft S-1
      Registration Statement, (i) there has been no event, occurrence or development
      that has had or that could reasonably be expected by the Company or Nice
      Enterprise to result in a Material Adverse Effect, (ii) none of Nice Enterprise
      or any of its direct or indirect subsidiaries have incurred any liabilities
      (contingent or otherwise) other than (A) trade payables and accrued expenses
      incurred in the ordinary course of business consistent with past practice and
      (B) liabilities not required to be reflected in the Nice Enterprise Financial
      Statements pursuant to GAAP or disclosed in the Draft S-1 Registration Statement
      as filed with the Commission under the Securities Act, (iii) none of Nice
      Enterprise or any of its direct or indirect subsidiaries have altered their
      method of accounting, (iv) none of Nice Enterprise or any of its direct or
      indirect subsidiaries has declared or made any dividend or distribution of
      cash
      or other property to its stockholders or purchased, redeemed or made any
      agreements to purchase or redeem any shares of its capital stock and (v) none
      of
      Nice Enterprise or any of its direct or indirect subsidiaries has issued any
      equity securities to any officer, director or Affiliate. 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (l) Litigation.
      There
      is no Action which (i) adversely affects or challenges the legality, validity
      or
      enforceability of any of the Transaction Documents, the Securities or the
      Exchange Agreement or (ii) could, if there were an unfavorable decision,
      individually or in the aggregate, have or reasonably be expected to result
      in a
      Material Adverse Effect. Neither the Company nor any Subsidiary, nor any
      director or officer thereof (in his or her capacity as such), is or has been
      the
      subject of any Action involving a claim of violation of or liability under
      U.S.
      or foreign federal or state securities laws or a claim of breach of fiduciary
      duty. There has not been, and to the knowledge of the Company, there is not
      pending any investigation by the Commission involving the Company or any current
      or former director or officer of the Company (in his or her capacity as such).
      The Commission has not issued any stop order or other order suspending the
      effectiveness of any registration statement filed by the Company under the
      Exchange Act or the Securities Act.

     

    (m) Labor
      Relations.
      No
      material labor dispute exists or, to the knowledge of the Company or any
      Subsidiary, is imminent with respect to any of the employees of the Company
      or
      any Subsidiary which could reasonably be expected to result in a Material
      Adverse Effect. Except as set forth in Schedule
      3.1(m),
      none of
      the Company's or its Subsidiaries' employees is a member of a union that relates
      to such employee's relationship with the Company or such Subsidiary, and neither
      the Company or any of its Subsidiaries is a party to a collective bargaining
      agreement, and the Company and its Subsidiaries believe that their relationships
      with their employees are good. No executive officer of the Company or any
      Subsidiary, to the knowledge of the Company or any Subsidiary, is, or is now
      expected to be, in violation of any material term of any employment contract,
      confidentiality, disclosure or proprietary information agreement or
      non-competition agreement, or any other contract or agreement or any restrictive
      covenant, and the continued employment of each such executive officer does
      not
      subject the Company or any of its Subsidiaries to any liability with respect
      to
      any of the foregoing matters. The Company and its Subsidiaries are in compliance
      with all U.S. federal, state, local and foreign laws and regulations relating
      to
      employment and employment practices, terms and conditions of employment and
      wages and hours, except where the failure to be in compliance could not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect.

     

    (n) Compliance.
      Neither
      the Company nor any Subsidiary (i) is in default under or in violation of (and
      no event has occurred that has not been waived that, with notice or lapse of
      time or both, would result in a default by the Company or any Subsidiary under),
      nor has the Company or any Subsidiary received notice of a claim that it is
      in
      default under or that it is in violation of, any indenture, loan or credit
      agreement or any other agreement or instrument to which it is a party or by
      which it or any of its properties is bound (whether or not such default or
      violation has been waived), (ii) is in violation of any order of any U.S. or
      foreign court, arbitrator or governmental body, or (iii) is or has been in
      violation of any U.S. or foreign statute, rule or regulation of any governmental
      authority, including without limitation all foreign, federal, state and local
      laws relating to taxes, environmental protection, occupational health and
      safety, product quality and safety and employment and labor matters, except
      in
      each case as could not, individually or in the aggregate, have or reasonably
      be
      expected to result in a Material Adverse Effect. The Exchange Agreement and
      the
      transaction contemplated thereby comply with all applicable laws, rules and
      regulations of the United States and the People’s Republic of China.


     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (o) Regulatory
      Permits.
      The
      Company and the Subsidiaries possess all certificates, authorizations and
      permits issued by the appropriate federal, state, local or foreign regulatory
      authorities necessary to conduct their respective businesses as described in
      the
      Disclosure Documents, except where the failure to possess such permits could
      not, individually or in the aggregate, have or reasonably be expected to result
      in a Material Adverse Effect, and neither the Company nor any Subsidiary has
      received any notice of proceedings relating to the revocation or modification
      of
      any such permits.

     

    (p) Title
      to Assets.
      The
      Company and the Subsidiaries have good and marketable title to all real property
      owned by them that is material to their respective businesses and good and
      marketable title in all personal property owned by them that is material to
      their respective businesses, in each case free and clear of all Liens, except
      for Liens as do not materially affect the value of such property and do not
      materially interfere with the use made and proposed to be made of such property
      by the Company and the Subsidiaries. Any real property and facilities held
      under
      lease by the Company and the Subsidiaries are held by them under valid,
      subsisting and enforceable leases of which the Company and the Subsidiaries
      are
      in compliance, except as could not, individually or in the aggregate, have
      or
      reasonably be expected to result in a Material Adverse Effect.

     

    (q) Patents
      and Trademarks.
      The
      Company and the Subsidiaries have, or have rights to use, all patents, patent
      applications, trademarks, trademark applications, service marks, trade names,
      copyrights, licenses and other similar rights that are necessary or material
      for
      use in connection with their respective businesses as described in the
      Disclosure Documents and which the failure to so have could, individually or
      in
      the aggregate, have or reasonably be expected to result in a Material Adverse
      Effect (collectively, the “Intellectual
      Property Rights”).
      Neither the Company nor any Subsidiary has received a written notice that the
      Intellectual Property Rights used by the Company or any Subsidiary violates
      or
      infringes upon the rights of any Person. All such Intellectual Property Rights
      are enforceable and there is no existing infringement by another Person of
      any
      of the Intellectual Property Rights. The Company and its Subsidiaries have
      taken
      reasonable security measures to protect the secrecy, confidentiality and value
      of all of their intellectual properties, except where failure to do so could
      not, individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect.

     

    (r) Insurance.
      The
      Company and the Subsidiaries are insured by insurers of recognized financial
      responsibility against such losses and risks and in such amounts as are prudent
      and customary in the businesses in which the Company and the Subsidiaries are
      engaged. Neither the Company nor any Subsidiary has any reason to believe that
      it will not be able to renew its existing insurance coverage as and when such
      coverage expires or to obtain similar coverage from similar insurers as may
      be
      necessary to continue its business on terms consistent with market for the
      Company’s and such Subsidiaries’ respective lines of business without a
      significant increase in cost. 

     

    (s) Transactions
      With Affiliates and Employees.
      Except
      as set forth in the Company’s SEC Reports, Nice Financial Statements or
Schedule
      3.1(s),
      none of
      the officers, directors or employees of the Company or any Subsidiary is
      presently a party to any transaction with the Company or any Subsidiary (other
      than for services as employees, officers and directors), including any contract,
      agreement or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director or such employee or, to
      the
      knowledge of the Company, any entity in which any officer, director, or any
      such
      employee has a substantial interest or is an officer, director, trustee or
      partner, in each case in excess of $60,000 other than (i) for payment of salary
      or consulting fees for services rendered, or (ii) reimbursement for bona fide
      expenses incurred on behalf of the Company or any Subsidiary. 

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (t) Internal
      Accounting Controls.
      Except
      as set forth on Schedule
      3.1(t),
      the
      Company is in compliance with all requirements of the Sarbanes-Oxley Act of
      2002, as amended, and the rules and regulations thereunder, that are applicable
      to it. The Company and the Subsidiaries maintain a system of internal accounting
      controls sufficient to provide reasonable assurance that (i) transactions are
      executed in accordance with management’s general or specific authorizations,
      (ii) transactions are recorded as necessary to permit preparation of financial
      statements in conformity with GAAP and to maintain asset accountability, (iii)
      access to assets is permitted only in accordance with management’s general or
      specific authorization, and (iv) the recorded accountability for assets is
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any differences. The Company has established disclosure
      controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
      15d-15(e)) for the Company and designed such disclosure controls and procedures
      to ensure that information required
      to be disclosed by the Company in the reports it files or submits under the
      Exchange Act is recorded, processed, summarized and reported, within the time
      periods specified in the Commission’s rules and forms.
      The
      Company’s certifying officers have evaluated the effectiveness of the Company’s
      disclosure controls and procedures as
      of the
      end of the period covered by the Company’s most recently filed periodic report
      under the Exchange Act (such
      date, the “Evaluation
      Date”).
      The
      Company presented in its most recently filed periodic report under the Exchange
      Act the conclusions of the certifying officers about the effectiveness of the
      disclosure controls and procedures based on their evaluations as of the
      Evaluation Date. Since the Evaluation Date, there have been no significant
      changes in the Company’s internal controls over financial reporting (as such
      term is defined in Rule 13a-15(e) under the Exchange Act) that has materially
      affected, or is reasonably likely to materially affect, the Company’s internal
      control over financial reporting.

     

    (u) Solvency.
      Based
      on the financial condition of the Company as of the Closing Date (and assuming
      that the Closing shall have occurred), (i) the Company’s fair saleable value of
      its assets exceeds the amount that will be required to be paid on or in respect
      of the Company’s existing debts and other liabilities (including known
      contingent liabilities) as they mature, (ii) the Company’s assets do not
      constitute unreasonably small capital to carry on its business for the current
      fiscal year as now conducted and as proposed to be conducted including its
      capital needs taking into account the particular capital requirements of the
      business conducted by the Company, and projected capital requirements and
      capital availability thereof, and (iii) the current cash flow of the Company,
      together with the proceeds the Company would receive, were it to liquidate
      all
      of its assets, after taking into account all anticipated uses of the cash,
      would
      be sufficient to pay all amounts on or in respect of its debt when such amounts
      are required to be paid. The Company does not intend to incur debts beyond
      its
      ability to pay such debts as they mature (taking into account the timing and
      amounts of cash to be payable on or in respect of its debt).

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (v) Certain
      Fees.
      Except
      for fees payable to the Placement Agent, no brokerage or finder’s fees or
      commissions are or will be payable by the Company or any Subsidiary to any
      broker, financial advisor or consultant, finder, placement agent, investment
      banker, bank or other Person with respect to the transactions contemplated
      by
      the Transaction Documents. The Investors shall have no obligation with respect
      to any fees or with respect to any claims (other than such fees or commissions
      owed by an Investor pursuant to written agreements executed by such Investor
      which fees or commissions shall be the sole responsibility of such Investor)
      made by or on behalf of other Persons for fees of a type contemplated in this
      Section that may be due in connection with the transactions contemplated by
      this
      Agreement.

     

    (w) Certain
      Registration Matters.
      Assuming the accuracy of the Investors’ representations and warranties set forth
      in Section 3.2(b)-(e), no registration under the Securities Act is required
      for
      the offer and sale of the Securities by the Company to the Investors under
      the
      Transaction Documents. The Company is eligible to register its Common Stock
      for
      resale by the Investors under Form S-1 promulgated under the Securities Act.
      Except as set forth on Schedule
      3.1(w),
      the
      Company has not granted or agreed to grant to any Person any rights (including
      “piggy-back” registration rights) to have any securities of the Company
      registered with the Commission or any other governmental authority that have
      not
      been satisfied.

     

    (x) Listing
      and Maintenance Requirements.
      The
      Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the
      Exchange Act, and the Company has taken no action designed to, or which to
      its
      knowledge is likely to have the effect of, terminating the registration of
      the
      Common Stock under the Exchange Act nor has the Company received any
      notification that the Commission is contemplating terminating such registration.
      The Company has not during the two years preceding the date hereof, received
      notice from any Trading Market to the effect that the Company is not in
      compliance with the listing or maintenance requirements thereof. The Company
      is,
      and has no reason to believe that it will not in the foreseeable future continue
      to be, in compliance with the listing and maintenance requirements for continued
      listing of the Common Stock on the Trading Market on which the Common Stock
      is
      currently listed or quoted. The issuance and sale of the Securities under the
      Transaction Documents does not contravene the rules and regulations of the
      Trading Market on which the Common Stock is currently listed or quoted, and
      no
      approval of the stockholders of the Company thereunder is required for the
      Company to issue and deliver to the Investors the Securities contemplated by
      the
      Transaction Documents.

     

    (y) Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately following the
      Closing will not have become, an “investment company” within the meaning of the
      Investment Company Act of 1940, as amended.

     

    (z) Application
      of Takeover Protections.
      The
      Company and its Board of Directors have taken all necessary action, if any,
      in
      order to render inapplicable any control share acquisition, business
      combination, poison pill (including any distribution under a rights agreement)
      or other similar anti-takeover provision under the Company’s certificate of
      incorporation (or similar charter documents) or the laws of its state of
      incorporation that is or could become applicable to the Investors as a result
      of
      the Investors and the Company fulfilling their obligations or exercising their
      rights under the Transaction Documents, including without limitation the
      Company’s issuance of the Securities and the Investors’ ownership of the
      Securities.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    (aa) No
      Additional Agreements.
      The
      Company does not have any agreement or understanding with any Investor with
      respect to the transactions contemplated by the Transaction Documents other
      than
      as specified in the Transaction Documents.

     

    (bb) Consultation
      with Auditors.
      The
      Company has consulted its independent auditors concerning the accounting
      treatment of the transactions contemplated by the Transaction Documents, and
      in
      connection therewith has furnished such auditors complete copies of the
      Transaction Documents.

     

    (cc) Make
      Good Shares.
      The
      Make Good Pledgor is the sole record and beneficial owner of the 2008 Make
      Good
      Shares and 2009 Make Good Shares, and to the knowledge of the Company holds
      such
      shares free and clear of all Liens.

     

    (dd) Disclosure.
      The
      Company confirms that neither it nor any Person acting on its behalf has
      provided any Investor or its respective agents or counsel with any information
      that the Company believes constitutes material, non-public information
      concerning the Company, the Subsidiaries or their respective businesses, except
      insofar as the existence and terms of the proposed transactions contemplated
      hereunder may constitute such information. The Company understands and confirms
      that the Investors will rely on the foregoing representations and covenants
      in
      effecting transactions in securities of the Company. All disclosure provided
      to
      the Investors regarding the Company, the Subsidiaries or their respective
      businesses and the transactions contemplated hereby, furnished by or on behalf
      of the Company (including the Company’s representations and warranties set forth
      in this Agreement) are true and correct and do not contain any untrue statement
      of a material fact or omit to state any material fact necessary in order to
      make
      the statements made therein, in light of the circumstances under which they
      were
      made, not misleading. Notwithstanding the foregoing, any draft of the
      Registration Statement to be filed on Form S-1 in connection with the
      transactions contemplated hereby that was provided to the Investors prior to
      the
      date hereof was incomplete in the form distributed, and such Investor is not
      relying on such draft on Form S-1 in making its decision to enter into the
      transactions contemplated hereby.

     

    (ee) No
      Integrated Offering.
      Assuming
      the accuracy of the Investors’ representations and warranties set forth in
      Section 3.2, neither the Company, nor any of its Affiliates, nor any Person
      acting on its or their behalf has, directly or indirectly, made any offers
      or
      sales of any security or solicited any offers to buy any security, under
      circumstances that would cause this offering of the Securities to be integrated
      with prior offerings by the Company for purposes of the Securities Act or any
      applicable shareholder approval provisions of any Trading Market on which any
      of
      the securities of the Company are listed or designated. 

     

    (ff) Tax
      Status.
      Except
      as set forth on Schedule
      3.1(ff),
      and for
      matters that would not, individually or in the aggregate, have or reasonably
      be
      expected to result in a Material Adverse Effect, the Company and each Subsidiary
      has filed all necessary federal, state and foreign income and franchise tax
      returns and has paid or accrued all taxes shown as due thereon, and the Company
      has no knowledge of a tax deficiency which has been asserted or threatened
      against the Company or any Subsidiary.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    (gg) No
      General Solicitation.
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Securities by any form of general solicitation or general
      advertising. The Company has offered the Securities for sale only to the
      Investors and certain other “accredited investors” within the meaning of Rule
      501 under the Securities Act.

     

    (hh) Foreign
      Corrupt Practices.
      Neither
      the Company, any FCPA Subsidiary, nor to the knowledge of the Company or any
      FCPA Subsidiary, any agent or other person acting on behalf of the Company
      or
      any FCPA Subsidiary, has (i) directly or indirectly, used any funds for unlawful
      contributions, gifts, entertainment or other unlawful expenses related to
      foreign or domestic political activity, (ii) made any unlawful payment to
      foreign or domestic government officials or employees or to any foreign or
      domestic political parties or campaigns from corporate funds, (iii) failed
      to
      disclose fully any contribution made by the Company, any FCPA Subsidiary (or
      made by any person acting on its behalf of which the Company or any FCPA
      Subsidiary is aware) which is in violation of law, or (iv) violated in any
      material respect any provision of the FCPA, as amended.

     

    (ii) Accountants.
      The
      Company’s and Nice Enterprise’s accountants are set forth on Schedule
      3.1(ii)
      of the
      Disclosure Schedule. To the knowledge of the Company, such accountants, who
      the
      Company expects will express their opinions with respect to the financial
      statements of the Company and Nice Enterprise to be included in the Registration
      Statement, are each a registered public accounting firms as required by the
      Securities Act and are independent of the Company and Nice Enterprise , as
      the
      case may be, in accordance with Rule 2-01 of Regulation S-X under the Exchange
      Act. 

     

    (jj) Acknowledgment
      Regarding Investors’ Purchase of Securities.
      The
      Company acknowledges and agrees that each of the Investors is acting solely
      in
      the capacity of an arm’s length purchaser with respect to the Transaction
      Documents and the transactions contemplated thereby. The Company further
      acknowledges that no Investor is acting as a financial advisor or fiduciary
      of
      the Company (or in any similar capacity) with respect to the Transaction
      Documents and the transactions contemplated thereby and any advice given by
      any
      Investor or any of their respective representatives or agents in connection
      with
      the Transaction Documents and the transactions contemplated thereby is merely
      incidental to the Investors’ purchase of the Securities. The Company further
      represents to each Investor that the Company’s decision to enter into this
      Agreement and the other Transaction Documents has been based solely on the
      independent evaluation of the transactions contemplated hereby by the Company
      and its representatives.

     

    (kk) Acknowledgement
      Regarding Investors’ Trading Activity.
      Anything
      in this Agreement or elsewhere herein to the contrary notwithstanding (except
      for Sections 3.2(f) and 4.5 hereof), it is understood and acknowledged by the
      Company (i) that none of the Investors have been asked to agree, nor has any
      Investor agreed, to desist from purchasing or selling, long and/or short,
      securities of the Company, or “derivative” securities based on securities issued
      by the Company or to hold the Securities for any specified term; (ii) that
      past
      or future open market or other transactions by any Investor, including Short
      Sales, and specifically including, without limitation, Short Sales or
“derivative” transactions, before or after the closing of this or future private
      placement transactions, may negatively impact the market price of the Company’s
      publicly-traded securities; (iii) that any Investor, and counter-parties in
      “derivative” transactions to which any such Investor is a party, directly or
      indirectly, presently may have a “short” position in the Common Stock, and (iv)
      that each Investor shall not be deemed to have any affiliation with or control
      over any arm’s length counter-party in any “derivative” transaction. The Company
      further understands and acknowledges that (a) one or more Investors may engage
      in hedging activities at various times during the period that the Securities
      are
      outstanding, including, without limitation, during the periods that the value
      of
      the Warrant Shares deliverable with respect to Securities are being determined
      and (b) such hedging activities (if any) could reduce the value of the existing
      stockholders' equity interests in the Company at and after the time that the
      hedging activities are being conducted.  The Company acknowledges that such
      aforementioned hedging activities do not constitute a breach of any of the
      Transaction Documents.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    (ll) Regulation
      M. 
      The Company has not, and to its knowledge no one acting on its behalf has,
      (i)
      taken, directly or indirectly, any action designed to cause or to result in
      the
      stabilization or manipulation of the price of any security of the Company to
      facilitate the sale or resale of any of the Securities, (ii) sold, bid for,
      purchased, or, paid any compensation for soliciting purchases of, any of the
      Securities, or (iii) paid or agreed to pay to any person any compensation for
      soliciting another to purchase any other securities of the Company, other than,
      in the case of clauses (ii) and (iii), compensation paid to the Company’s
      placement agent in connection with the placement of the Securities.

     

    Each
      Investor acknowledges and agrees that the Company has not made nor makes any
      representations or warranties with respect to the transactions contemplated
      hereby other than those specifically set forth in this Section
      3.1.

     

    3.2. Representations
      and Warranties of the Investors.
      Each
      Investor hereby, for itself and for no other Investor, represents and warrants
      to the Company as follows:

     

    (a) Organization;
      Authority.
      If an
      entity, such Investor is duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with the requisite
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the applicable Transaction Documents and otherwise
      to carry out its obligations thereunder. The execution, delivery and performance
      by such Investor of the transactions contemplated by this Agreement has been
      duly authorized by all necessary corporate or, if such Investor is not a
      corporation, such partnership, limited liability company or other applicable
      like action, on the part of such Investor. Each of this Agreement and the
      Registration Rights Agreement has been duly executed by such Investor, and
      when
      delivered by such Investor in accordance with the terms hereof, will constitute
      the valid and legally binding obligation of such Investor, enforceable against
      it in accordance with its terms, except as such enforceability may be limited
      by
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general
      application.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    (b) Investment
      Intent.
      Such
      Investor is acquiring the Securities as principal for its own account for
      investment purposes only and not with a view to or for distributing or reselling
      such Securities or any part thereof, without prejudice, however, to such
      Investor’s right at all times to sell or otherwise dispose of all or any part of
      such Securities in compliance with applicable federal and state securities
      laws.
      Subject to the immediately preceding sentence, nothing contained herein shall
      be
      deemed a representation or warranty by such Investor to hold the Securities
      for
      any period of time. Such Investor is acquiring the Securities hereunder in
      the
      ordinary course of its business. Such Investor does not have any agreement
      or
      understanding, directly or indirectly, with any Person to distribute any of
      the
      Securities.

     

    (c) Investor
      Status.
      At the
      time such Investor was offered the Securities, it was, and at the date hereof
      it
      is, an “accredited investor” as defined in Rule 501(a) under the Securities Act.
      Such Investor is not a registered broker-dealer under Section 15 of the Exchange
      Act.

     

    (d) General
      Solicitation.
      Such
      Investor is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (e) Access
      to Information.
      Such
      Investor acknowledges that it has reviewed the Disclosure Materials and has
      been
      afforded (i) the opportunity to ask such questions as it has deemed necessary
      of, and to receive answers from, representatives of the Company concerning
      the
      terms and conditions of the offering of the Securities and the merits and risks
      of investing in the Securities; (ii) access to information about the Company
      and
      the Subsidiaries and their respective financial condition, results of
      operations, business, properties, management and prospects sufficient to enable
      it to evaluate its investment; and (iii) the opportunity to obtain such
      additional information that the Company possesses or can acquire without
      unreasonable effort or expense that is necessary to make an informed investment
      decision with respect to the investment. Neither such inquiries nor any other
      investigation conducted by or on behalf of such Investor or its representatives
      or counsel shall modify, amend or affect such Investor’s right to rely on the
      truth, accuracy and completeness of the Disclosure Materials and the Company’s
      representations and warranties contained in the Transaction Documents.


     

    (f) Certain
      Trading Activities.
      Such
      Investor has not directly or indirectly, nor has any Person acting on behalf
      of
      or pursuant to any understanding with such Investor, engaged in any transactions
      in the securities of the Company (including, without limitations, any Short
      Sales involving the Company’s securities) since the earlier to occur of (1) the
      time that such Investor was first contacted by the Company or the Placement
      Agent regarding an investment in the Company and (2) the 30th
      day
      prior to the date of this Agreement. Notwithstanding the foregoing, in the
      case
      of an Investor that is a multi-managed investment vehicle whereby separate
      portfolio managers manage separate portions of such Investor's assets and the
      portfolio managers have no direct knowledge of the investment decisions made
      by
      the portfolio managers managing other portions of such Investor's assets, the
      representation set forth above shall only apply with respect to the portion
      of
      assets managed by the portfolio manager that made the investment decision to
      purchase the Securities covered by this Agreement. Such Investor covenants
      that
      neither it nor any Person acting on its behalf or pursuant to any understanding
      with it will engage in any direct or indirect purchase or sale of the securities
      of the Company (including Short Sales) prior to the time that the transactions
      contemplated by this Agreement are publicly disclosed.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    (g) No
      Governmental Review.
      Such
      Investor understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities or the fairness or suitability of the investment
      in the Securities nor have such authorities passed upon or endorsed the merits
      of the offering of the Securities. 

     

    (h) No
      Conflicts.
      The
      execution, delivery and performance by such Investor of this Agreement and
      the
      consummation by such Investor of the transactions contemplated hereby will
      not
      (i) result in a violation of the organizational documents, if any, of such
      Investor, (ii) conflict with, or constitute a default (or an event which with
      notice or lapse of time or both would become a default) under, or give to others
      any rights of termination, amendment, acceleration or cancellation of, any
      agreement, indenture or instrument to which such Investor is a party, or (iii)
      result in a violation of any law, rule, regulation, order, judgment or decree
      (including federal and state securities laws) applicable to such Investor,
      except in the case of clauses (ii) and (iii) above, that do not otherwise affect
      the ability of such Investor to consummate the transactions contemplated
      hereby.

     

    (i) Restricted
      Securities.
      The
      Investors understand that the Securities are characterized as “restricted
      securities” under the U.S. federal securities laws inasmuch as they are being
      acquired from the Company in a transaction not involving a public offering
      and
      that under such laws and applicable regulations such securities may be resold
      without registration under the Securities Act only in certain limited
      circumstances. 

     

    (j) Legends.
      It is
      understood that, except as provided in Section 4.1(b)
      of this
      Agreement, certificates evidencing such Securities may and shall bear the legend
      set forth in Section 4.1(b).
      

     

    (k) No
      Legal, Tax or Investment Advice.
      Such
      Investor understands that nothing in this Agreement or any other materials
      presented by or on behalf of the Company to the Investor in connection with
      the
      purchase of the Securities constitutes legal, tax or investment advice. Such
      Investor has consulted such legal, tax and investment advisors as it, in its
      sole discretion, has deemed necessary or appropriate in connection with its
      purchase of the Securities. Such Investor understands that the Placement Agent
      has acted solely as the agent of the Company in this placement of the
      Securities, and that the Placement Agent makes no representation or warranty
      with regard to the merits of this transaction or as to the accuracy of any
      information such Investor may have received in connection therewith. Such
      Investor acknowledges that he has not relied on any information or advice
      furnished by or on behalf of the Placement Agent.

     

    (l) Independent
      Investment Decision.
      Such
      Investor has independently evaluated the merits of its decision to purchase
      the
      Securities pursuant to the Transaction Documents, and such Investor confirms
      that it has not relied on the advice of any other Investor’s business and/or
      legal counsel in making such decision. Such Investor has not relied on the
      business or legal advice of Placement Agent or any of its agents, counsel or
      Affiliates in making its investment decision hereunder, and confirms that none
      of such Persons has made any representations or warranties to such Investor
      in
      connection with the transactions contemplated by the Transaction
      Documents.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    The
      Company acknowledges and agrees that no Investor has made or makes any
      representations or warranties with respect to the transactions contemplated
      hereby other than those specifically set forth in this Section
      3.2.
      or as
      set forth in the subscription documents for the Securities (including an
      Investor suitability questionnaire, FINRA questionnaire and Investor
      acknowledgement and agreement included therein).

     

    ARTICLE
      4.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1.
      (a)
      Securities
      may only be disposed of in compliance with state and federal securities laws.
      In
      connection with any transfer of the Securities other than pursuant to an
      effective registration statement, to the Company, to an Affiliate of an Investor
      or in connection with a pledge as contemplated in Section 4.1(b), the Company
      may require the transferor thereof to provide to the Company an opinion of
      counsel selected by the transferor, the form and substance of which opinion
      shall be reasonably satisfactory to the Company, to the effect that such
      transfer does not require registration of such transferred Securities under
      the
      Securities Act.

     

    (b) Certificates
      evidencing the Securities will contain the following legend, until such time
      as
      they are not required under Section 4.1(c):

     

    NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
      BY SUCH SECURITIES.

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    The
      Company acknowledges and agrees that an Investor may from time to time pledge,
      and/or grant a security interest in some or all of the Securities pursuant
      to a
      bona fide margin agreement in connection with a bona fide margin account and,
      if
      required under the terms of such agreement or account, such Investor may
      transfer pledged or secured Securities
      to the
      pledgees or secured parties. Such a pledge or transfer would not be subject
      to
      approval or consent of the Company and no legal opinion of legal counsel to
      the
      pledgee, secured party or pledgor shall be required in connection with the
      pledge, but such legal opinion may be required in connection with a subsequent
      transfer following default by the Investor transferee of the pledge. No notice
      shall be required of such pledge. At the appropriate Investor’s expense, the
      Company will execute and deliver such reasonable documentation as a pledgee
      or
      secured party of Securities may reasonably request in connection with a pledge
      or transfer of the Securities including the preparation and filing of any
      required prospectus supplement under Rule 424(b)(3) of the Securities Act or
      other applicable provision of the Securities Act to appropriately amend the
      list
      of Selling Stockholders thereunder. Except as otherwise provided in Section
      4.1(c), any Securities subject to a pledge or security interest as contemplated
      by this Section 4.1(b) shall continue to bear the legend set forth in this
      Section 4.1(b) and be subject to the restrictions on transfer set forth in
      Section 4.1(a).

     

    (c) Certificates
      evidencing the Securities shall not contain any legend (including the legend
      set
      forth in Section 4.1(b)): (i) following a sale or transfer of such Securities
      pursuant to an effective registration statement (including a Registration
      Statement), or (ii) following a sale or transfer of such Securities pursuant
      to
      Rule 144 (assuming the transferee is not an Affiliate of the Company), or (iii)
      while such Securities are eligible for sale under Rule 144(k). If an Investor
      shall make a sale or transfer of such Securities either (x) pursuant to Rule
      144
      or (y) pursuant to a registration statement and in each case shall have
      delivered to the Company or the Company’s transfer agent the certificate
      representing such Securities containing a restrictive legend which are the
      subject of such sale or transfer
      and, in the case of sale pursuant to Rule 144, a representation letter in
      customary form (the
      date of
      such sale or transfer and Underlying Share delivery being the “Share
      Delivery Date”)
      and (1)
      the Company shall fail to deliver or cause to be delivered to such Investor
      a
      certificate representing such Securities that is free from all restrictive
      or
      other legends by the third Trading Day following the Share Delivery Date and
      (2)
      following such third Trading Day after the Share Delivery Date and prior to
      the
      time such Securities are received free from restrictive legends, the Investor,
      or any third party on behalf of such Investor, purchases (in an open market
      transaction or otherwise) shares of Common Stock to deliver in satisfaction
      of a
      sale by the Investor of such Securities (a "Buy-In"),
      then
      the Company shall pay in cash to the Investor (for costs incurred either
      directly by such Investor or on behalf of a third party) the amount by which
      the
      total purchase price paid for Common Stock as a result of the Buy-In (including
      brokerage commissions, if any) exceed the proceeds received by such Investor
      as
      a result of the sale to which such Buy-In relates. The Investor shall provide
      the Company written notice indicating the amounts payable to the Investor in
      respect of the Buy-In.

     

    4.2. Furnishing
      of Information.
      As long
      as any Investor owns the Securities, the Company covenants to timely file (or
      obtain extensions in respect thereof and file within the applicable grace
      period) all reports required to be filed by the Company after the date hereof
      pursuant to the Exchange Act. As long as any Investor owns Securities, if the
      Company is not required to file reports pursuant to such laws, it will prepare
      and furnish to the Investors and make publicly available in accordance with
      Rule
      144(c) such information as is required for the Investors to sell the under
      Rule
      144. The Company further covenants that it will take such further action as
      any
      holder of Securities may reasonably request, all to the extent required from
      time to time to enable such Person to sell the Shares and Warrant Shares without
      registration under the Securities Act within the limitation of the exemptions
      provided by Rule 144.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    4.3. Integration.
      The
      Company shall not, and shall use its best efforts to ensure that no Affiliate
      of
      the Company shall, sell, offer for sale or solicit offers to buy or otherwise
      negotiate in respect of any security (as defined in Section 2 of the Securities
      Act) that would be integrated with the offer or sale of the Securities in a
      manner that would require the registration under the Securities Act of the
      sale
      of the Securities to the Investors, or that would be integrated with the offer
      or sale of the Securities for purposes of the rules and regulations of any
      Trading Market in a manner that would require stockholder approval of the sale
      of the Securities to the Investors.

     

    4.4. Subsequent
      Registrations.
      Other
      than pursuant to the Registration Statement, prior to the Effective Date, the
      Company may not file any registration statement (other than on Form S-8) with
      the Commission with respect to any securities of the Company.

     

    4.5. Securities
      Laws Disclosure; Publicity.
      By 9:00
      a.m. (New York time) on the Trading Day following the Closing Date, the Company
      shall issue a press release disclosing the transactions contemplated hereby
      and
      the Closing. By the fourth Trading Day following the execution of this Agreement
      the Company will file a Current Report on Form 8-K disclosing the material
      terms
      of the Transaction Documents (and attach as exhibits thereto the Transaction
      Documents), and by the fourth Trading Day following the Closing Date the Company
      will file a Current Report on Form 8-K to disclose the Closing and the
      information and financial statements required by Item 9.01(c) of Form 8-K.
      In
      addition, the Company will make such other filings and notices in the manner
      and
      time required by the Commission and the Trading Market on which the Common
      Stock
      is listed. Notwithstanding the foregoing, the Company shall not publicly
      disclose the name of any Investor, or include the name of any Investor in any
      filing with the Commission (other than the Registration Statement and any
      exhibits to filings made in respect of this transaction in accordance with
      periodic filing requirements under the Exchange Act) or any regulatory agency
      or
      Trading Market, without the prior written consent of such Investor, except
      to
      the extent such disclosure is required by law or Trading Market
      regulations.

     

    4.6. Limitation
      on Issuance of Future Priced Securities.
      During
      the six months following the Closing Date, the Company shall not issue any
      “Future Priced Securities” as such term is described by NASD
      IM-4350-1.

     

    4.7. Indemnification
      of Investors.
      Subject
      to the provisions of this Section 4.7, the Company will indemnify and hold
      each
      Investor and its directors, officers, shareholders, members, partners, employees
      and agents (and any other Persons with a functionally equivalent role of a
      Person holding such titles notwithstanding a lack of such title or any other
      title), each Person who controls such Investor (within the meaning of Section
      15
      of the Securities Act and Section 20 of the Exchange Act), and the directors,
      officers, shareholders, agents, members, partners or employees (and any other
      Persons with a functionally equivalent role of a Person holding such titles
      notwithstanding a lack of such title or any other title) of such controlling
      persons (each, a “Investor
      Party”)
      harmless from any and all actual losses, liabilities, obligations, claims,
      contingencies, damages, costs and expenses, including all judgments, amounts
      paid in settlements, court costs and reasonable attorneys’ fees and costs of
      investigation that any such Investor Party may suffer or incur as a result
      of or
      relating to (a) any breach of any of the representations, warranties, covenants
      or agreements made by the Company or the Investors in this Agreement or in
      the
      other Transaction Documents or (b) any action instituted against an Investor,
      or
      any of them or their respective Affiliates, by any stockholder of the Company
      or
      any other person with respect to any of the transactions contemplated by the
      Transaction Documents (unless such action is based upon a breach of such
      Investor’s representations, warranties or covenants under the Transaction). If
      any action shall be brought against any Investor Party in respect of which
      indemnity may be sought pursuant to this Agreement, such Investor Party shall
      promptly notify the Company in writing, and the Company shall have the right
      to
      assume the defense thereof with counsel of its own choosing reasonably
      acceptable to the Investor Party. Any Investor Party shall have the right to
      employ separate counsel in any such action and participate in the defense
      thereof, but the fees and expenses of such counsel shall be at the expense
      of
      such Investor Party except to the extent that (i) the employment thereof has
      been specifically authorized by the Company in writing, (ii) the Company has
      failed after a reasonable period of time to assume such defense and to employ
      counsel or (iii) in such action there is, in the reasonable opinion of such
      separate counsel, a likelihood of additional defenses available to an Investor
      Party that are not available to the Company or a material conflict on any
      material issue between the position of the Company and the position of such
      Investor Party, in which case the Company shall be responsible for the
      reasonable fees and expenses of no more than one such separate counsel. The
      Company will not be liable to any Investor Party under this Agreement (i) for
      any settlement by a Investor Party effected without the Company’s prior written
      consent, which shall not be unreasonably withheld or delayed; or (ii) to the
      extent, but only to the extent that a loss, claim, damage or liability is
      attributable to any Investor Party’s breach of any of the representations,
      warranties, covenants or agreements made by such Investor Party in this
      Agreement or in the other Transaction Documents as determined by a final
      non-appealable judgment of a court of competent jurisdiction. 

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    4.8. Reimbursement.
      If any Investor becomes involved in any capacity in any Proceeding by or against
      any Person (except as a result of (i) Proceedings brought by another Investor
      against such Investor, (ii) sales, pledges, margin sales and similar
      transactions by such Investor to or with any other stockholder or (iii) as
      a
      result of a breach of such Investor’s representations, warranties or covenants
      under the Transaction Documents or any violations by such Investor of state
      or
      federal securities laws or any conduct by such Investor which constitutes fraud,
      gross negligence, willful misconduct or malfeasance), solely as a result of
      such
      Investor’s acquisition of the Securities under this Agreement, the Company will
      reimburse such Investor for its reasonable legal and other expenses (including
      the cost of any investigation, preparation and travel in connection therewith)
      incurred in connection therewith, as such expenses are incurred. The
      reimbursement obligations of the Company under this paragraph shall be in
      addition to any liability which the Company may otherwise have, shall extend
      upon the same terms and conditions to any Affiliates of the Investors who are
      actually named in such action, proceeding or investigation, and partners,
      directors, agents, employees and controlling persons (if any), as the case
      may
      be, of the Investor and any such Affiliate, and shall be binding upon and inure
      to the benefit of any successors, assigns, heirs and personal representatives
      of
      the Company, the Investors and any such Affiliate and any such Person. The
      Company also agrees that neither the Investors nor any such Affiliates,
      partners, directors, agents, employees or controlling persons shall have any
      liability to the Company or any Person asserting claims on behalf of or in
      right
      of the Company solely as a result of acquiring the Securities under this
      Agreement, except if such claim arises primarily from a breach of such
      Investor’s representations, warranties or covenants under the Transaction
      Documents or any agreements or understandings such Purchaser may have with
      any
      such stockholder or any violations by the Investor of state or federal
      securities laws or any conduct by such Investor which constitutes fraud, gross
      negligence, willful misconduct or malfeasance.

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    4.9. Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Investor or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      prior thereto such Investor shall have executed a written agreement regarding
      the confidentiality and use of such information. The Company understands and
      confirms that each Investor shall be relying on the foregoing representations
      in
      effecting transactions in securities of the Company.

     

    4.10. Listing
      of Securities.
      The
      Company agrees, (i) if the Company applies to have the Common Stock traded
      on
      any other Trading Market, it will include in such application the Shares and
      Warrant Shares, and will take such other action as is necessary or desirable
      to
      cause the Shares and Warrant Shares to be listed on such other Trading Market
      as
      promptly as possible, and (ii) it will take all action reasonably necessary
      to
      continue the listing and trading of its Common Stock on a Trading Market and
      will comply in all material respects with the Company’s reporting, filing and
      other obligations under the bylaws or rules of the Trading Market.

     

    4.11. Use
      of
      Proceeds.
      The
      Company will use the net proceeds from the sale of the Shares hereunder for
      acquisition and construction of new facilities, marketing, research and
      development and working capital purposes and not for the satisfaction of any
      portion of the Company’s debt (other than payment of trade payables and accrued
      expenses in the ordinary course of the Company’s business and consistent with
      prior practices), or to redeem any Common Stock or Common Stock
      Equivalents.

     

    4.12. Make
      Good Shares.
      The
      Company covenants and agrees that upon any transfer under Article 5 of 2008
      Make
      Good Shares and 2009 Make Good Shares to the Investors in accordance with
      Section 5 of the Make Good Escrow Agreement, the Company shall promptly reissue
      such 2008 Make Good Shares or 2009 Make Good Shares in the applicable Investor’s
      name and deliver the same as directed by such Investor. 

     

    4.13. Stockholder
      Approval. The Company covenants and agrees to effect the approval by written
      consent of a majority of its stockholders of record as of a date prior to the
      Closing Date to the change the name of the Company from New Paradigm
      Productions, Inc. to China Marine Food Group Limited which written consent
      shall
      be obtained prior to the Closing (collectively “Stockholder
      Approval”),
      and
      which name change shall thereafter be effected no earlier than the twentieth
      day
      following the mailing by the Company of the definitive information statement
      on
      Schedule 14C pertaining thereto in accordance with Rule 14c-2(b) under the
      Exchange Act. The Company agrees to effect Stockholder Approval as soon as
      possible, but in no event later than the day prior to the Closing
      Date.

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    4.14. Reservation
      of Shares. The Company shall maintain a reserve from its duly authorized
      shares of Common Stock to comply with its exercise obligation under the
      Warrants. If on any date the Company would be, if notice of conversion or
      exercise were to be delivered on such date, precluded from issuing the number
      of
      Warrant Shares issuable upon exercise of the Warrants due to the unavailability
      of a sufficient number of authorized but unissued or reserved shares of Common
      Stock, then the Board of Directors of the Company shall promptly prepare and
      mail to the stockholders of the Company proxy materials or other applicable
      materials requesting authorization to amend the Company’s certificate of
      incorporation or other organizational document to increase the number of shares
      of Common Stock which the Company is authorized to issue so as to provide enough
      shares for issuance of the Shares and Warrant Shares. In connection therewith,
      the Board of Directors shall (a) adopt proper resolutions authorizing such
      increase, (b) recommend to and otherwise use its best efforts to promptly and
      duly obtain stockholder approval (including the hiring of a nationally
      recognized proxy solicitor firm) to carry out such resolutions (and hold a
      special meeting of the stockholders as soon as practicable, but in any event
      not
      later than the 60th
      day
      after delivery of the proxy or other applicable materials relating to such
      meeting) and (c) within five Business Days of obtaining such stockholder
      authorization, file an appropriate amendment to the Company’s certificate of
      incorporation or other organizational document to evidence such
      increase.

     

    4.15. Participation
      Rights. Investors who execute and deliver a copy of the Registration Rights
      Agreement shall be entitled to participate in certain future privately placed
      equity financings of the Company, to the extent and on the terms and conditions
      set forth in Section 6 of the Registration Rights Agreement. 

     

    ARTICLE
      5.

    ADDITIONAL
      REPRESENTATIONS, WARRANTIES AND COVENANTS

    OF
      THE
      COMPANY AND MAKE GOOD PLEDGOR

    


    5.1. Representations
      and Warranties of the Company and Make Good Pledgor.. As an inducement to
      the Investors to enter into this Agreement and purchase the Securities, each
      of
      the Company and the Make Good Pledgor hereby makes, jointly and severally,
      the
      following representations and warranties to, and covenants and agreements with,
      each Investor:

     

    (a) Authority.
      Such
      Make Good Pledgor has all individual power and authority to enter into this
      Agreement and to carry out its obligations hereunder. This Agreement has been
      duly executed by such Make Good Pledgor, and when delivered by such Make Good
      Pledgor in accordance with the terms hereof, will constitute the valid and
      legally binding obligation of such Make Good Pledgor, enforceable against it
      in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.
      

     

    (b) Record
      and Beneficial Ownership.
      Immediately prior to the closing of the transactions under this Agreement,
      Pengfei Liu was the sole record and beneficial owner of 11,706,537 shares of
      Common Stock issued by the Company, as the term beneficial owner is defined
      under Rule 13d-3(d) under the Exchange Act, free and clear of all pledges,
      liens
      and encumbrances. 

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

    (c) Exchange
      Agreement.
      The
      representations and warranties of Nice Enterprise and Pengfei Liu contained
      in
      the Exchange Agreement were true and correct in all material respects as of
      the
      date when made and as of the closing of the transactions thereunder as though
      made on and as of such date. Nice Enterprise and Pengfei Liu performed,
      satisfied and complied in all material respects with all covenants, agreements
      and conditions required to be performed, satisfied or complied with by them
      under the Exchange Agreement at or prior to the closing of the transactions
      thereunder. 

     

    5.2. Make
      Good Shares. 

     

    (a) 2008
      Make Good.
      The
      Make Good Pledgor agrees that if the Company’s consolidated after tax net income
      for the fiscal year ended December 31, 2008 calculated under GAAP (before
      adjustments for non-cash and cash charges related to the transactions
      contemplated in the Transaction Documents (including any expenses of the
      exchange transactions between Nice Enterprise and the Company or of offer,
      sale
      and registration for resale of the Securities), and before accounting for the
      impact on net income of any equity incentive options or shares granted (the
      “2008
      Adjusted Income”))
      reported in the Company’s Annual Report on Form 10-K or 10-KSB, as applicable,
      for the fiscal year ended December 31, 2008, as filed with the Commission (the
      “2008
      Annual Report”)
      is less
      than $10.549 million (the “2008
      Guaranteed ATNI”),
      the
      Make
      Good Pledgor will transfer to each Investor for no additional consideration
      a
      number of shares of Common Stock equal to (($10.549 million - 2008 Adjusted
      Income)/$10.549 million) multiplied by 50% of the Escrow Shares (the
“2008
      Make Good Shares”).
      Should
      the preceding formula yield a number equal to or less than zero, no transfer
      of
      2008 Make Good Shares shall be made to Investors. If the 2008 Annual Report
      indicates that the Company shall have satisfied the 2008 Guaranteed ATNI test
      specified above for such period, then no transfer to Investors of 2008 Make
      Good
      Shares shall be required by this Section
      5.2(a)
      and all
      2008 Make Good Shares deposited with the Make Good Escrow Agent shall be
      returned to the Make Good Pledgor in accordance with the Make Good Escrow
      Agreement. Transfers of 2008 Make Good Shares required under this Section
      5.2(a)
      shall be
      made to Investors within 10 Business Days after the date on which the Company’s
      2008 Annual Report is filed with the Commission and otherwise delivered in
      accordance with the Make Good Escrow Agreement.

     

    (b) 2009
      Make Good.
      The
      Make Good Pledgor agrees that if the Company’s consolidated after tax net income
      for the fiscal year ended December 31, 2009 calculated under GAAP (before
      adjustments for non-cash and cash charges related to the transactions
      contemplated in the Transaction Documents (including any expenses of the
      exchange transactions between Nice Enterprises and the Company or the offer,
      sale and registration for resale of the Securities), and before accounting
      for
      the impact on net income of any equity incentive options or shares granted
      (the
“2009
      Adjusted Income”))
      reported in the Company’s Annual Report on Form 10-K or 10-KSB, as applicable,
      for the fiscal year ended December 31, 2009, as filed with the Commission (the
      “2009
      Annual Report”)
      is less
      than $14.268 million (the “2009
      Guaranteed ATNI”),
      the
      Make Good Pledgor will transfer to each Investor for no additional consideration
      a number of shares of Common Stock equal to the lesser of (1) (($14.268 million
      - 2009 Adjusted Income)/$14.268 million) multiplied by 50% of the Escrow Shares
      (the “2009
      Make Good Shares”).
      Should
      the preceding formula yield a number equal to or less than zero, no transfer
      of
      2009 Make Good Shares shall be made to Investors. If the 2009 Annual Report
      indicates that the Company shall have satisfied the 2009 Guaranteed ATNI test
      specified above for such period, then no transfer to Investors of 2009 Make
      Good
      Shares shall be required by this Section
      5.2(b)
      and all
      2009 Make Good Shares deposited with the Make Good Escrow Agent shall be
      returned to the Make Good Pledgor in accordance with the Make Good Escrow
      Agreement. Transfers of 2009 Make Good Shares required under this Section
      5.2(b)
      shall be
      made to Investors within 10 Business Days after the date on which the Company’s
      2009 Annual Report is filed with the Commission and otherwise delivered in
      accordance with the Make Good Escrow Agreement

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    (c) Make
      Good Escrow.
      In
      connection with the foregoing, the Make Good Pledgor agrees that within one
      Trading Day following the Closing, the Make Good Pledgor will deposit all
      potential 2008 Make Good Shares and 2009 Make Good Shares into escrow in
      accordance with the Make Good Escrow Agreement along with undated stock powers
      with Medallion guarantees (or with such other instruments of transfer as in
      accordance with the requirements of the Company’s transfer agent), in the form
      and number acceptable to the Investors in their reasonable discretion, and
      the
      handling and disposition of the 2008 Make Good Shares and 2009 Make Good Shares
      shall be governed by this Section 5.2 and such Make Good Escrow Agreement.
      The
      parties hereby agree that in conjunction with a negotiated sale, open market
      sale or other transfer of Investor’s Securities, Investor shall have the right
      to assign to a transferee all or a portion of its right in the Escrow
      Shares.

     

    (d) Appointment
      of Make Good Investor Agent.
      In
      connection with the foregoing, the Investors hereby irrevocably constitute
      and
      appoint, effective as of the date hereof, the Placement Agent (together
      with its permitted successors, the “Make
      Good Investor Agent”),
      as
      their true and lawful agent and attorney-in-fact to enter into any transactions
      contemplated by the Make Good Escrow Agreement, to perform on behalf of the
      Investors any obligations or undertakings thereunder, to exercise all or any
      of
      the powers, authority and discretion conferred on it under any such agreement,
      to give and receive notices on their behalf and to be their exclusive
      representative with respect to any matter, suit, claim, action or proceeding
      arising with respect to any transaction contemplated by the Make Good Escrow
      Agreement and the Make Good Investor Agent agrees to act as, and to undertake
      the duties and responsibilities of, such agent and attorney-in-fact. This power
      of attorney is coupled with an interest and irrevocable. The Make Good Investor
      Agent shall not be liable for any action taken or not taken by it in connection
      with its obligations under Make Good Escrow Agreement as long as such actions
      are taken or omitted in good faith and in the absence of willful misconduct
      or
      gross negligence. If the Make Good Investor Agent shall be unable or unwilling
      to serve in such capacity, its successor shall be named by those Investors
      who
      acquire more than fifty percent (50%) in interest of the Units pursuant to
      this
      Agreement.

     

    (e) The
      Company covenants and agrees that upon any transfer under this Section
      5.2
      of 2008
      Make Good Shares or 2009 Make Good Shares to the Investors in accordance with
      Section 5 of the Make Good Escrow Agreement, the Company shall promptly reissue
      such 2008 Make Good Shares or 2009 Make Good Shares in the applicable Investor’s
      name and deliver the same as directed by such Investor.

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    (f) Notwithstanding
      the foregoing, the parties agree that for purposes of determining whether or
      not
      the 2008 Guaranteed ATNI or the 2009 Guaranteed ATNI have been achieved, the
      release of the 2008 Make Good Shares or the 2009 Make Good Shares to either
      the
      Investors or to the Make Good Pledgor as a result of the operation of this
      Section
      5.2
      shall
      not be deemed to be an expense, charge or other deduction from revenues even
      though GAAP may require contrary treatment and even though the applicable annual
      report on Form 10-K or 10-KSB, as applicable, may indicate otherwise.


     

    (g) Each
      of
      the Company and the Make Good Pledgor agrees that they will not issue, or cause
      the Company to issue, to either of the Make Good Pledgor or their family
      relatives, shares of Common Stock or other Common Stock Equivalents in
      replacement of or for any 2008 Make Good Shares or 2009 Make Good Shares
      transferred to the Investors.

     

    (h) The
      Company shall use its reasonable best efforts, consistent with applicable
      federal and state securities law and regulation and subject to any requirements
      of its transfer agent, to cause the certificates for any 2008 Make Good Shares
      or 2009 Make Good Shares transferred to Investors to be dated and deemed issued
      as of the Closing Date for purposes of SEC Rule 144 holding periods.


     

    ARTICLE
      6.

    CONDITIONS
      PRECEDENT TO CLOSING

     

    6.1. Conditions
      Precedent to the Obligations of the Investors to Purchase Securities
.
      The
      obligation of each Investor to acquire the Shares and Warrants at the Closing
      is
      subject to the satisfaction or waiver by such Investor, at or before the
      Closing, of each of the following conditions:

     

    (a) Representations
      and Warranties.
      The
      representations and warranties of the Company and the Make Good Pledgor shall
      be
      true and correct in all material respects (except for those representations
      and
      warranties that are qualified by materiality or Material Adverse Effect, which
      shall be true and correct in all respects) as of the date when made and as
      of
      the Closing Date as though made at that time (except for representations and
      warranties that speak as of a specific date, which shall remain true and correct
      as of such specific date);

     

    (b) Performance.
      The
      Company and the Make Good Pledgor shall have performed, satisfied and complied
      in all material respects with all covenants, agreements and conditions required
      by the Transaction Documents to be performed, satisfied or complied with by
      each
      of them at or prior to the Closing;

     

    (c) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction that prohibits the consummation of any
      of
      the transactions contemplated by the Transaction Documents;

     

    (d) PRC
      Opinion.
      Nice
      Enterprise shall have received an opinion from its legal counsel in Hong Kong
      that confirms the legality under Hong Kong law of the transactions being
      effected by Nice Enterprise in connection with the Exchange in form and
      substance satisfactory to the Investors;

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

    (e) Exchange
      Agreement; Form 8-K.
      Immediately prior to the Closing, the Company shall have acquired all of the
      outstanding ordinary shares and any outstanding preferred shares of Nice
      Enterprise pursuant to the Exchange Agreement, and the Company shall provide
      the
      Investors with the Current Report on Form 8-K to be filed within four
Business
      Days
      following the closing date under the Exchange Agreement, containing the Nice
      Enterprise Financial Statements, the Pro Forma Financial Data and other required
      disclosure with respect to Nice Enterprise.

     

    (f) Adverse
      Changes.
      Since
      the date of execution of this Agreement, no event or series of events shall
      have
      occurred that reasonably could have or result in a Material Adverse Effect
      or a
      material adverse change with respect to the Company or Nice Enterprise
      ;

     

    (g) Company
      Deliverables.
      The
      Company shall have delivered the Company Deliverables in accordance with Section
      2.2(a);

     

    (h) SEC
      Reports.
      The
      Company shall have filed all reports required to be filed by it under the
      Securities Act and the Exchange Act, including pursuant to Section 13(a) or
      15(d) thereof, for the twelve months preceding the date hereof (or such shorter
      period as the Company was required by law to file such reports);
      and

     

    (i) Termination.
      This
      Agreement shall not have been terminated as to such Investor in accordance
      with
      Section 7.5.

     

    6.2. Conditions
      Precedent to the Obligations of the Company to Sell Securities .
      The
      obligation of the Company to sell Shares and Warrants at the Closing is subject
      to the satisfaction or waiver by the Company, at or before the Closing, of
      each
      of the following conditions:

     

    (a) Representations
      and Warranties.
      The
      representations and warranties of the Investors shall be true and correct in
      all
      material respects (except for those representations and warranties that are
      qualified by materiality or Material Adverse Effect, which shall be true and
      correct in all respects) as of the date when made and as of the Closing Date
      as
      though made at that time (except for representations and warranties that speak
      as of a specific date, which shall remain true and correct as of such specific
      date);

     

    (b) Performance.
      Each
      Investor shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by the Transaction
      Documents to be performed, satisfied or complied with by such Investor at or
      prior to the Closing;

     

    (c) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction that prohibits the consummation of any
      of
      the transactions contemplated by the Transaction Documents;

     

    (d) Exchange
      Agreement.
      Immediately prior to the Closing, the Company shall have acquired all of the
      outstanding ordinary shares and any outstanding preferred shares of Nice
      Enterprise pursuant to the Exchange Agreement;

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    (e) Investors
      Deliverables.
      Each
      Investor shall have delivered its Investors Deliverables in accordance with
      Section 2.2(b); and

     

    (e) Termination.
      This
      Agreement shall not have been terminated as to such Investor in accordance
      with
      Section 7.5.

     

    ARTICLE
      7.

    MISCELLANEOUS

     

    7.1. Fees
      and Expenses.
      Each
      party shall pay the fees and expenses of its advisers, counsel, accountants
      and
      other experts, if any, and all other expenses incurred by such party incident
      to
      the negotiation, preparation, execution, delivery and performance of the
      Transaction Documents. The Company shall pay all stamp and other taxes and
      duties levied in connection with the sale of the Securities.

     

    7.2. Entire
      Agreement.
      The
      Transaction Documents, together with the Exhibits and Schedules thereto, contain
      the entire understanding of the parties with respect to the subject matter
      hereof and supersede all prior agreements, understandings, discussions and
      representations, oral or written, with respect to such matters, which the
      parties acknowledge have been merged into such documents, exhibits and
      schedules.

     

    7.3. Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile (provided the sender receives a machine-generated
      confirmation of successful transmission) at the facsimile number specified
      in
      this Section prior to 3:30 p.m. (New York City time) on a Trading Day, (b)
      the
      next Trading Day after the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified in this Section
      on
      a day that is not a Trading Day or later than 3:30 p.m. (New York City time)
      on
      any Trading Day, (c) the Trading Day following the date of mailing, if sent
      by
      U.S. nationally recognized overnight courier service, or (d) upon actual receipt
      by the party to whom such notice is required to be given. The address for such
      notices and communications shall be as follows:

     

     

    
      	If to the Company:	China Marine Food Group Limited
              c/o
                Huabao Mingxiang Foodstuff Co., Ltd.

              Da
                Bao Industrial Zone

              Shishi
                Fujian

              People’s
                Republic of China

              Attn:
                Pengfei Liu

              Facsimile:
                86-595-88982319

            
	 	 
	With a copy to:	F. Robbe International Attorneys at
              Law
              2901
                W. Coast Highway, Suite 200

              Newport
                Beach, CA 92663

              Facsimile:
                (949) 270-7406

              Attn.:
                Fletcher A. Robbe, Esq.

            


    

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    
 

    
      	If to an Investor: 	To the address set forth under such
              Investor’s name on the signature pages hereof;
	 	 
	If to the Make Good
              Pledgor:	Pengfei Liu
              c/o
                Huabao Mingxiang Foodstuff Co., Ltd.

              Da
                Bao Industrial Zone

              Shishi
                Fujian

              People’s
                Republic of China

              Facsimile:
                86-595-88982319

            
	 	 
	With a copy to:	Sterne, Agee & Leach, Inc.
              2901
                W. Coast Highway, Ste. 230

              Newport
                Beach, CA 92663

              Facsimile:
                (949) 270-2936

              Attn.:
                Patrick Winton

            


    

     

    or
      such
      other address as may be designated in writing hereafter, in the same manner,
      by
      such Person.

     

    7.4. Amendments;
      Waivers; No Additional Consideration.
      No
      provision of this Agreement may be waived or amended at or prior to the Closing
      except in a written instrument signed by the Company and each Investor. No
      provision of this Agreement may be waived or amended after the Closing except
      in
      a written instrument signed by the Company and the Investors holding a majority
      of the Shares. No waiver of any default with respect to any provision, condition
      or requirement of this Agreement shall be deemed to be a continuing waiver
      in
      the future or a waiver of any subsequent default or a waiver of any other
      provision, condition or requirement hereof, nor shall any delay or omission
      of
      either party to exercise any right hereunder in any manner impair the exercise
      of any such right. No consideration shall be offered or paid to any Investor
      to
      amend or consent to a waiver or modification of any provision of any Transaction
      Document unless the same consideration is also offered to all Investors who
      then
      hold Securities. In the event of any discrepancy between this Agreement and
      the
      Make Good Escrow Agreement, the terms of the Make Good Escrow Agreement shall
      apply to the extent of such discrepancy.

     

    7.5. Termination.
      This
      Agreement may be terminated prior to Closing:

     

    (a) by
      written agreement of the Investors and the Company; and

     

    (b) by
      the
      Company or an Investor (as to itself but no other Investor) upon written notice
      to the other, if the Closing shall not have taken place by 6:30 p.m. Eastern
      time on the Outside Date; provided,
      that
      the right to terminate this Agreement under this Section 7.5(b) shall not
      be available to any Person whose failure to comply with its obligations under
      this Agreement has been the cause of or resulted in the failure of the Closing
      to occur on or before such time.

     

    In
      the
      event of a termination pursuant to this Section, the Company shall promptly
      notify all non-terminating Investors. Upon a termination in accordance with
      this
      Section 7.5, the Company and the terminating Investor(s) shall not have any
      further obligation or liability (including as arising from such termination)
      to
      the other and no Investor will have any liability to any other Investor under
      the Transaction Documents as a result therefrom.

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    7.6. Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party. This Agreement shall be
      construed as if drafted jointly by the parties, and no presumption or burden
      of
      proof shall arise favoring or disfavoring any party by virtue of the authorship
      of any provisions of this Agreement or any of the Transaction
      Documents.

     

    7.7. Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. The Company may not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of the Investors. Except with respect to Sections 4.15 and 5.2, any
      Investor may assign any or all of its rights under this Agreement to any Person
      to whom such Investor assigns or transfers any Shares, provided such transferee
      agrees in writing to be bound, with respect to the transferred Shares, by the
      provisions hereof that apply to the “Investors.”

     

    7.8. No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person, except as otherwise set
      forth
      in Section 4.7 (as to each Investor Party).

     

    7.9. Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of California, without regard to the
      principles of conflicts of law thereof. Each party agrees that all Proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement and any other Transaction Documents (whether
      brought against a party hereto or its respective Affiliates, employees or
      agents) shall be commenced exclusively in the California Courts. Each party
      hereto hereby irrevocably submits to the exclusive jurisdiction of the
      California Courts for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein
      (including with respect to the enforcement of the any of the Transaction
      Documents), and hereby irrevocably waives, and agrees not to assert in any
      Proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such California Court, or that such Proceeding has been commenced in an
      improper or inconvenient forum. Each party hereto hereby irrevocably waives
      personal service of process and consents to process being served in any such
      Proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Agreement and agrees that such service
      shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law. Each party hereto hereby irrevocably waives,
      to
      the fullest extent permitted by applicable law, any and all right to trial
      by
      jury in any legal proceeding arising out of or relating to this Agreement or
      the
      transactions contemplated hereby. If either party shall commence a Proceeding
      to
      enforce any provisions of a Transaction Document, then the prevailing party
      in
      such Proceeding shall be reimbursed by the other party for its reasonable
      attorneys’ fees and other costs and expenses incurred with the investigation,
      preparation and prosecution of such Proceeding.

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    7.10. Survival.
      The
      representations, warranties, agreements and covenants contained herein shall
      survive the Closing and the delivery of the Shares and Warrants.

     

    7.11. Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original
      thereof.

     

    7.12. Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

     

    7.13. Rescission
      and Withdrawal Right.
      Notwithstanding anything to the contrary contained in (and without limiting
      any
      similar provisions of) the Transaction Documents, whenever any Investor
      exercises a right, election, demand or option under a Transaction Document
      and
      the Company does not timely perform its related obligations within the periods
      therein provided, then such Investor may rescind or withdraw, in its sole
      discretion from time to time upon written notice to the Company, any relevant
      notice, demand or election in whole or in part without prejudice to its future
      actions and rights.

     

    7.14. Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and substitution
      therefor, a new certificate or instrument, but only upon receipt of evidence
      reasonably satisfactory to the Company of such loss, theft or destruction and
      customary and reasonable indemnity, if requested. The applicants for a new
      certificate or instrument under such circumstances shall also pay any reasonable
      third-party costs associated with the issuance of such replacement Securities.
      If a replacement certificate or instrument evidencing any Securities is
      requested due to a mutilation thereof, the Company may require delivery of
      such
      mutilated certificate or instrument as a condition precedent to any issuance
      of
      a replacement.

     

    7.15. Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Investors and the Company will
      be entitled to specific performance under the Transaction Documents. The parties
      agree that monetary damages may not be adequate compensation for any loss
      incurred by reason of any breach of obligations described in the foregoing
      sentence and hereby agrees to waive in any action for specific performance
      of
      any such obligation the defense that a remedy at law would be
      adequate.

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

    

     

    7.16. Payment
      Set Aside.
      To the
      extent that the Company makes a payment or payments to any Investor pursuant
      to
      any Transaction Document or an Investor enforces or exercises its rights
      thereunder, and such payment or payments or the proceeds of such enforcement
      or
      exercise or any part thereof are subsequently invalidated, declared to be
      fraudulent or preferential, set aside, recovered from, disgorged by or are
      required to be refunded, repaid or otherwise restored to the Company, a trustee,
      receiver or any other person under any law (including, without limitation,
      any
      bankruptcy law, state or federal law, common law or equitable cause of action),
      then to the extent of any such restoration the obligation or part thereof
      originally intended to be satisfied shall be revived and continued in full
      force
      and effect as if such payment had not been made or such enforcement or setoff
      had not occurred.

     

    7.17. Independent
      Nature of Investors’ Obligations and Rights.
      The
      obligations of each Investor under any Transaction Document are several and
      not
      joint with the obligations of any other Investor, and no Investor shall be
      responsible in any way for the performance of the obligations of any other
      Investor under any Transaction Document. The decision of each Investor to
      purchase Securities pursuant to the Transaction Documents has been made by
      such
      Investor independently of any other Investor. Nothing contained herein or in
      any
      Transaction Document, and no action taken by any Investor pursuant thereto,
      shall be deemed to constitute the Investors as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Investors are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated by the Transaction Documents.
      Each
      Investor acknowledges that no other Investor has acted as agent for such
      Investor in connection with making its investment hereunder and that no Investor
      will be acting as agent of such Investor in connection with monitoring its
      investment in the Securities or enforcing its rights under the Transaction
      Documents. Each Investor shall be entitled to independently protect and enforce
      its rights, including without limitation the rights arising out of this
      Agreement or out of the other Transaction Documents, and it shall not be
      necessary for any other Investor to be joined as an additional party in any
      proceeding for such purpose. The Company acknowledges that each of the Investors
      has been provided with the same Transaction Documents for the purpose of closing
      a transaction with multiple Investors and not because it was required or
      requested to do so by any Investor. Each Investor represents that it has been
      represented by its own separate legal counsel in its review and negotiations
      of
      this Agreement and the Transaction Documents and that it is not relying on
      the
      placement agent or on placement agent’s counsel with respect to the terms,
      negotiation or documentations of this Agreement or the Transaction
      Documents.

     

    7.18. Limitation
      of Liability.
      Notwithstanding anything herein to the contrary, the Company acknowledges and
      agrees that the liability of an Investor arising directly or indirectly, under
      any Transaction Document of any and every nature whatsoever shall be satisfied
      solely out of the assets of such Investor, and that no trustee, officer, other
      investment vehicle or any other Affiliate of such Investor or any investor,
      shareholder or holder of shares of beneficial interest of such a Investor shall
      be personally liable for any liabilities of such Investor.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES FOLLOW]

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

    
      	 	 	 
	 	
              NEW
                PARADIGM PRODUCTIONS, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                Pengfei Liu

            
	 	
              Title:
                Chief Executive Officer

            


    

    
      	 	 	 
	 	 
	 	
              MAKE
                GOOD PLEDGOR

            
	 
 	 
 	 
 
	
            	By:  	/s/ 
	 	
              

              Name:
                Pengfei Liu

            
	 	
              Only
                as to Sections 5 and 7
                herein

            


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES FOR INVESTORS FOLLOW]

     

    
      
         

      

      
        37

        
          

        

      

      
         

      

    

     


    IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
      Agreement to be duly executed by their respective authorized signatories as
      of
      the date first indicated above.

     

    NAME
      OF INVESTOR

     

    ___________________________________________________

     

    By:

      
        

      

    

           
      Name: 

           
      Title: 

     

    Shares
      Subscribed For: _________________________________

     

    Warrants
      Subscribed For:________________________________

     

    Investment
      Amount: $__________________________________

     

    Tax
      ID
      No.: __________________________________________

     

    ADDRESS
      FOR NOTICE

     

    c/o:________________________________________________

     

    Street:______________________________________________

     

    City/State/Zip:________________________________________

     

    Attention:___________________________________________

     

    Tel:________________________________________________

     

    Fax:________________________________________________

     

    DELIVERY
      INSTRUCTIONS

    (if
      different from above)

     

    c/o:________________________________________________

     

    Street:______________________________________________

     

    City/State/Zip:_______________________________________

     

    Attention:___________________________________________

     

    Tel:________________________________________________

     

     

    
      
         

      

      
        38