Execution
      Copy


    LOCK-UP
      AGREEMENT

    


    THIS
      LOCK-UP AGREEMENT (the "Agreement")
      is
      made and entered into on October 9, 2007 between the stockholders set forth
      on
      the signature page to this Agreement (each, a "Holder")
      and
      Wentworth II, Inc., a Delaware corporation (the "Company").

    


    RECITALS

    


    A. The
      Company has determined that it is advisable and in its best interest to enter
      into (i) that certain Share Exchange Agreement, dated as of October 9, 2007
      (the
“Exchange
      Agreement”)
      with
      Omnia Luo Group Limited, a British Virgin Islands company (“Omnia
      Luo”)
      and the
      individuals named therein (the “Omnia
      Luo Shareholders”),
      pursuant to which the Company will consummate an exchange of certain of its
      shares for all of the outstanding shares of Omnia Luo (the “Exchange”),
      and
      (ii) that certain Securities Purchase Agreement, dated as of October 9, 2007
      (the “Purchase
      Agreement”)
      with
      the Investors named therein (the "Investors"),
      pursuant to which the Company will issue and sell in a private offering
      securities of the Company (the "Offering").
      Capitalized terms used and not otherwise defined herein that are defined in
      the
      Purchase Agreement will have the meanings given such terms in the Purchase
      Agreement.

    


    B. In
      connection with the Offering, the Company has agreed to provide the Investors
      certain registration rights pursuant to a Registration Rights Agreement dated
      as
      of October 9, 2007 (the “Registration
      Rights Agreement”),
      and in
      furtherance thereof has agreed to file a registration statement to enable the
      Investors to resell the securities which are the subject of the
      Offering.

    


    C. It
      is a
      condition to the consummation of the closing of the Exchange and to the
      Investors' respective obligations to close under the Purchase Agreement and
      provide the financing contemplating by the Offering that each Holder execute
      and
      deliver to the Company this Agreement. 

    


    D. In
      contemplation of, and as a material inducement for the Omnia Luo Shareholders
      to
      enter into the Exchange Agreement and for the Investors to enter into the
      Purchase Agreement, the Holder and the Company have each agreed to execute
      and
      deliver this Agreement. 

    


    NOW,
      THEREFORE, for and in consideration of the mutual covenants and agreements
      set
      forth herein, and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties, intending to be
      legally bound, agree as follows:

    


    1. Effectiveness
      of Agreement.
      This
      Agreement shall become null and void if the Purchase Agreement is terminated
      prior to closing. The Holder has independently evaluated the merits of its
      decision to enter into and deliver this Agreement, and such Holder confirms
      that
      it has not relied on the advice of the Company or any other person.

     

    
      
        
        

      

      
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    2. Representations
      and Warranties.
      Each of
      the parties hereto, by their respective execution and delivery of this
      Agreement, hereby represents and warrants to the others and to all third party
      beneficiaries of this Agreement that (a) such party has the full right, capacity
      and authority to enter into, deliver and perform its respective obligations
      under this Agreement, (b) this Agreement has been duly executed and delivered
      by
      such party and is the binding and enforceable obligation of such party,
      enforceable against such party in accordance with the terms of this Agreement
      and (c) the execution, delivery and performance of such party’s obligations
      under this Agreement will not conflict with or breach the terms of any other
      agreement, contract, commitment or understanding to which such party is a party
      or to which the assets or securities of such party are bound.

    


    3. Beneficial
      Ownership.
      Holder
      hereby represents and warrants that it does not beneficially own (as determined
      in accordance with Section 13(d) of the Exchange Act of 1934, as amended, and
      the rules and regulations promulgated thereunder) any shares of Common Stock,
      or
      any economic interest therein or derivative therefrom, other than those shares
      of Common Stock specified on its signature page to this Agreement. For purposes
      of the Agreement the shares of Common Stock beneficially owned by such Holder
      as
      specified on its signature page to this Agreement are collectively referred
      to
      as the “Holder’s
      Shares.”

    


    4. Lockup.
      The
      Holder irrevocably agrees that from and after the date of this Agreement and
      through and including the date which is six months after the first Effective
      Date (as defined in the Registration Rights Agreement) (the "Lockup
      Period"),
      it
      will not (i) sell, offer to sell, contract or agree to sell, hypothecate, hedge,
      pledge, grant any option to purchase or otherwise dispose of or agree to dispose
      of, directly or indirectly, any Holder’s Shares or warrants or other rights to
      purchase Holder’s Shares or other shares of Common Stock, or (ii) enter into any
      swap or other arrangement that transfers to another, in whole or in part, any
      of
      the economic consequences of ownership of Holder’s Shares, or warrants or other
      rights to purchase shares of Common Stock, whether any such transaction is
      to be
      settled by delivery of such securities, in cash or otherwise (collectively,
      a
“Transfer”).
      In
      furtherance thereof, the Company will (x) place a stop order on all Holder’s
      Shares covered by any registration statements, (y) notify its transfer agent
      in
      writing of the stop order and the restrictions on such Holder’s Shares under
      this Agreement and direct the transfer agent not to process any attempts by
      the
      Holder to Transfer any Holder’s Shares, whether under such registration
      statements or otherwise, in violation of this Agreement. Notwithstanding the
      foregoing, a Holder’s Shares may be sold or otherwise transferred in a private
      non-market transaction during the Lock-Up Period so long as the acquirer of
      the
      Hoder’s Shares, by written agreement with the Company entered into at the time
      of acquisition and delivered to the Company prior to the consummation of such
      acquisition, agrees to be bound by the restrictions set forth in this
      Agreement

    


    5. No
      Third-Party Rights.
      No
      parties other than the Holder and the Company shall have any rights to enforce
      this Agreement.

    


    6. No
      Additional Fees/Payment.
      Other
      than the consideration specifically referenced herein, the parties hereto agree
      that no fee, payment or additional consideration in any form has been or will
      be
      paid to the Holder in connection with this Agreement.

     

    
      
        
        

      

      
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    7. Enumeration
      and Headings.
      The
      enumeration and headings contained in this Agreement are for convenience of
      reference only and shall not control or affect the meaning or construction
      of
      any of the provisions of this Agreement.

    


    8. Counterparts.
      This
      Agreement may be executed in facsimile and in any number of counterparts, each
      of which when so executed and delivered shall be deemed an original, but all
      of
      which shall together constitute one and the same agreement.

    


    9. Successors
      and Assigns.
      This
      Agreement and the terms, covenants, provisions and conditions hereof shall
      be
      binding upon, and shall inure to the benefit of, the respective heirs,
      successors and assigns of the parties hereto. 

    


    10. Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable for any
      reason, such provision will be conformed to prevailing law rather than voided,
      if possible, in order to achieve the intent of the parties and, in any event,
      the remaining provisions of this Agreement shall remain in full force and effect
      and shall be binding upon the parties hereto.

    


    11. Amendment.
      This
      Agreement may not be amended or modified in any manner except by a written
      agreement executed by the Company and the Holder to which such amendment
      directly relates. It is expressly acknowledged and agreed by each Holder that
      the Company may modify, amend or waive provisions of this Agreement as to one
      or
      more Holders without being required to do so, or give notice thereof, to any
      other Holder.

    


    12. Further
      Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

    


    13. No
      Strict Construction.
      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.

    


    14. Remedies.
      The
      Company shall have the right to specifically enforce all of the obligations
      of
      the Holder under this Agreement (without posting a bond or other security),
      in
      addition to recovering damages by reason of any breach of any provision of
      this
      Agreement and to exercise all other rights granted by law. Furthermore, the
      Holder recognizes that if it fails to perform, observe, or discharge any of
      its
      obligations under this Agreement, any remedy at law may prove to be inadequate
      relief to the Company. Therefore, the Holder agrees that the Company shall
      be
      entitled to seek temporary and permanent injunctive relief in any such case
      without the necessity of proving actual damages and without posting a bond
      or
      other security.

     

    
      
        
        

      

      
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    15. Governing
      Law.
      The
      terms and provisions of this Agreement shall be construed in accordance with
      the
      laws of the State of New York and the federal laws of the United States of
      America applicable therein. 

    


    [Remainder
      of Page Intentionally Left Blank]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Agreement as of
      the
      day and year first above written.

     

    
      	 	
            
	 	
              

              Name:
                [________]

            
	 	 
	 	
              Number
                of shares
                of Common Stock
                beneficially owned:

            
	 	 
	 	 
	 	
              

            


    

     

    
      	 	 	 
	 	
              WENTWORTH
                II, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:

	 	
              Title:
                

            


    

     

    
      
        
        

      

      
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