Filed by Automated Filing Services Inc. (604) 609-0244 - FitMedia Inc. - Exhibit 10-1






SHARE EXCHANGE AGREEMENT 

          SHARE
EXCHANGE AGREEMENT (this "Agreement") is made this 9th day of October 2007, by
and between FitMedia Inc., a Delaware corporation (“FitMedia”); Timothy Crottey,
the President and majority shareholder of FitMedia (“Crottey”); Zhao Shou Ren, a
citizen and resident of the People’s Republic of China and owner of 100% of the
share capital of Ren Ji Cement Investment Company Limited (“Ren”); Ren Ji Cement
Investment Company Limited, a British Virgin Islands corporation (“Renji
Investment”) and owner of 100% of the share capital of Renji Cement Company
Limited; Ren Ji Cement Company Limited, a corporation organized and existing
under the laws of the Hong Kong SAR of the People’s Republic of China (“HK
Renji”) and owner of 100% of the share capital of Anhui Province Runji Cement
Co. Ltd.; and Anhui Province Runji Cement Co. Ltd., a corporation organized and
existing under the laws of the People’s Republic of China (“Anhui Runji”). For
purposes of this Agreement, Ren is referred to herein as the “Ren Shareholder”,
and Renji Investment, HK Renji and Anhui Runji are referred to herein as the
“Renji Subsidiaries”. All of the foregoing entities execute and deliver this
Agreement, based on the following: 

Recitals 

          WHEREAS,
the Ren Shareholder, directly or indirectly, owns 100% of the share capital of
Anhui Runji, and wishes to exchange all of the share capital of Renji Investment
for 55,000,000 shares of common stock of FitMedia in a transaction intended to
qualify as a tax free exchange pursuant to sections 351 and 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended. 

          WHEREAS,
FitMedia wishes to acquire one hundred percent (100%) of all of the issued and
outstanding share capital of Renji Investment.

          WHEREAS,
in furtherance thereof, the respective Boards of Directors of FitMedia and Renji
Investment have approved the exchange, and the Ren Shareholder has approved the
exchange, upon the terms and subject to the conditions set forth in this
Agreement, pursuant to which on the closing date one hundred percent (100%) of
the issued and outstanding share capital of Renji Investment will be exchanged
by the Ren Shareholder in the aggregate for 55,000,000 shares of common stock,
$.0001 par value, of FitMedia (the "FitMedia Common Stock"). 

          WHEREAS,
neither party is seeking tax counsel or legal or accounting opinions on whether
the transaction qualifies for tax free treatment. 

Agreement 

          Based
on the stated premises, which are incorporated herein by reference, and for and
in consideration of the mutual covenants and agreements hereinafter set forth,
the mutual benefits to the parties to be derived herefrom, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, it is hereby agreed as follows: 




ARTICLE I 
EXCHANGE OF SHARE CAPITAL FOR STOCK 

          1.01
Exchange of Share Capital for Stock. On the terms and subject to the
conditions set forth in this Agreement, on the Closing Date (as defined in
Section 1.04 hereof), the Ren Shareholder shall assign, transfer, and deliver to
FitMedia, free and clear of all liens, pledges, encumbrances, charges,
restrictions, or claims of any kind, nature, or description, the Renji
Investment Share Capital, and FitMedia agrees to acquire such share capital on
such date by issuing and delivering in exchange therefore to the Ren Shareholder
the FitMedia Common Stock. All shares of FitMedia Common Stock to be issued and
delivered pursuant to this Agreement shall be appropriately adjusted to take
into account any stock split, stock dividend, reverse stock split,
recapitalization, or similar change in the FitMedia Common Stock which may occur
between the date of the execution of this Agreement and the Closing Date.

          1.02
Delivery of Renji Investment Share Capital by the Ren Shareholder. The transfer
of the Renji Investment Share Capital by the Ren Shareholder shall be effected
by the delivery to FitMedia at the Closing (as set forth in Section 1.05 hereof)
of an endorsement of the share capital in the name of FitMedia followed by
registration of the same in the name of FitMedia.

          1.03
Operation as Wholly-Owned Subsidiary. After giving effect to the transaction
contemplated hereby, FitMedia will own one hundred percent (100%) of all of the
share capital of Renji Investment and FitMedia will indirectly own one hundred
percent (100%) of all the share capital of HK Renji and Anhui Runji. Anhui Runji
will continue to operate under the name “Anhui Province Runji Cement Co. Ltd., a
corporation organized and existing under the laws of the People’s Republic of
China. 

          1.04
Closing and Parties. The Closing contemplated hereby shall be held at a mutually
agreed upon time and place on or before November 1, 2007, or on another date to
be agreed to in writing by the parties (the "Closing Date”). The Agreement may
be closed at any time following approval by the Board of Directors of FitMedia
and approval by the directors and shareholder of Renji Investment. The Closing
may be accomplished by wire, express mail, overnight courier, conference
telephone call or as otherwise agreed to by the respective parties or their duly
authorized representatives. 

          1.05
Closing Events.

	 	(a) 	
      FitMedia Deliveries. Subject to fulfillment or waiver of
      the conditions set forth in Article IV, FitMedia shall deliver to the Ren
      Shareholder at Closing all the following:

	 	 	 	 
	 		(i) 	
      A certificate of good standing from the Department of the
      Secretary of the State of Delaware, issued as of a date within ten days
      prior to the Closing Date, certifying that FitMedia is in good standing as
      a corporation in the State of Delaware;



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	 	(ii) 	
      Incumbency and specimen signature certificates dated the
      Closing Date with respect to the officers of FitMedia executing this
      Agreement and any other document delivered pursuant hereto on behalf of
      FitMedia;

	 	 	 
	 	(iii) 	
      Copies of the resolutions/consents of FitMedia’s board of
      directors authorizing the execution and performance of this Agreement and
      the contemplated transactions, certified by the secretary or an assistant
      secretary of FitMedia as of the Closing Date;

	 	 	 
	 	(iv) 	
      The certificate contemplated by Section 4.01, duly
      executed by the chief executive officer of FitMedia;

	 	 	 
	 	(v) 	
      The certificate contemplated by Section 4.02, dated the
      Closing Date, signed by the chief executive officer of FitMedia;

	 	 	 
	 	(vi) 	
      Stock certificates for 55,000,000 restricted shares of
      FitMedia Common Stock issued in the name of Zhao Shou Ren or his designee;
      and

	 	 	 
	 	(vii) 	
      In addition to the above deliveries, FitMedia shall take
      all steps and actions as the Ren Shareholder may reasonably request or as
      may otherwise be reasonably necessary to consummate the transactions
      contemplated hereby.




	 	(b) 	
      Ren Shareholder Deliveries. Subject to fulfillment or
      waiver of the conditions set forth in Article V, the Ren Shareholder shall
      deliver to FitMedia at Closing all the
following:




	 	(i) 	
      Copies of resolutions/consents of the board of directors
      and shareholder of Renji Investment authorizing the execution and
      performance of this Agreement and the contemplated transactions, certified
      by the secretary or an assistant secretary of Renji Investment, as
      appropriate, as of the Closing Date;

	 	 	 
	 	(ii) 	
      The certificate contemplated by Section 5.01, executed by
      the Ren Shareholder; and

	 	 	 
	 	(iii) 	
      The certificate contemplated by Section 5.02, dated the
      Closing Date, signed by the Ren Shareholder; and

	 	 	 
	 	(iv) 	
      An agreement with respect to the transfer of the Renji
      Investment Share Capital.

	 	 	 
	 	(v) 	
      In addition to the above deliveries, the Ren Shareholder
      shall take all steps and actions as FitMedia may reasonably request or as
      may otherwise be reasonably necessary to consummate the transactions
      contemplated hereby.



1.06 Director and Officer Resignations. 
Promptly following
the execution of this Agreement, FitMedia shall take the actions required by
Regulation 14f-1 promulgated under the Securities Exchange Act of 1934, as
amended, with respect to the change in the Company’s Board of Directors
described herein. At Closing, the officers of FitMedia shall tender their
resignations to the Board of 

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Directors, and new officers designated by the Ren Shareholder
shall be appointed as the new officers of FitMedia, as follows: Mr. Zhao Shou
Ren as Chief Executive Officer and Mr. Jiang Yi Chun as Chief Financial Officer.
At Closing, Roman Onufrijchuk shall resign from his position as a director of
FitMedia and Zhao Shou Ren shall be appointed as a director of FitMedia to fill
the vacancy created thereby. At the later of (i) Closing or (ii) the expiration
of the waiting period required by Regulation 14f-1, Timothy Crottey shall resign
from his position as a director of the Company and Yang Xuan Jun and Bi Li Ming
shall be appointed as directors of FitMedia as provided in the 14F-1 Information
Statement.

ARTICLE II 
REPRESENTATIONS, COVENANTS AND WARRANTIES OF
FITMEDIA, ETC. 

As an inducement to, and to obtain the reliance of the Ren
Shareholder, FitMedia and Crottey, jointly and severally, represent and warrant
as follows: 

2.01 Organization. 
FitMedia is, and will be at Closing, a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Delaware and has the corporate power and is and will be
duly authorized, qualified, franchised, and licensed under all applicable laws,
regulations, ordinances, and orders of public authorities to own all of its
properties and assets and to carry on its business in all material respects as
it is now being conducted, and there are no other jurisdictions in which it is
not so qualified in which the character and location of the assets owned by it
or the nature of the material business transacted by it requires qualification,
except where failure to do so would not have a material adverse effect on its
business, operations, properties, assets or condition. The execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof will not,
violate any provision of FitMedia’s Articles of Incorporation or Bylaws, or
other agreement to which it is a party or by which it is bound. 

2.02 Approval of Agreement; Enforceability. 
FitMedia has
full power, authority, and legal right and has taken, or will take, all action
required by law, its Articles of Incorporation, Bylaws, and otherwise to execute
and deliver this Agreement and to consummate the transactions herein
contemplated. The board of directors of FitMedia has authorized and approved the
execution, delivery, and performance of this Agreement. This Agreement, when
delivered in accordance with the terms hereof, will constitute the valid and
binding obligation of FitMedia and Crottey in accordance with its terms, except
as such enforceability may be limited by general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of creditors’
rights and remedies. The FitMedia shareholders will not have dissenter’s
rights with respect to any of the transactions contemplated herein. 

2.03 Capitalization. 
The authorized capitalization of
FitMedia consists of 80,000,000 shares of common stock, $0.0001 par value, of
which 23,832,064 shares are 

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issued and outstanding, and 20,000,000 shares are blank check
preferred stock, $0.0001 par value, none of which is issued and outstanding.
There are, and at the Closing, there will be no outstanding subscriptions,
options, warrants, convertible securities, calls, rights, commitments or
agreements to which FitMedia is a party calling for or requiring issuance or
transfer, sale or other disposition of any shares of capital stock of FitMedia
or calling for or requiring the issuance of any securities or rights convertible
into or exchangeable (including on a contingent basis) for shares of capital
stock of FitMedia. All of the outstanding shares of FitMedia are duly
authorized, validly issued, fully paid and non-assessable and not issued in
violation of the preemptive or other right of any person. There are no dividends
due, to be paid or in arrears with respect to any of the capital stock of
FitMedia. 

2.04 Financial Statements. 
(i) FitMedia has previously
delivered to the Ren Shareholder (a) audited consolidated balance sheets of
FitMedia (a Development Stage Company) as of January 31, 2007 and 2006 and the
related consolidated statements of operations, cash flows and stockholders'
equity (deficit) for the years then ended and accumulated from August 30, 2004
(Date of Inception) to January 31, 2007, including the notes thereto and the
accompanying auditor’s report to the effect that such financial statements
contain all adjustments (all of which are normal recurring adjustments)
necessary to present fairly the results of operations and financial position for
the periods and as of the dates indicated, and (b) an unaudited balance sheet of
FitMedia as of July 31, 2007, and the related consolidated statements of
operations, cash flows and stockholders’ equity (deficit) for the fiscal quarter
ended July 31, 2007, including the notes thereto (collectively, the “FitMedia
Financial Statements”). 

(ii) The FitMedia Financial Statements delivered pursuant to
Section 2.04(i) have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods involved as
explained in the notes to such financial statements. The FitMedia Financial
Statements present fairly, in all material respects, as of the Closing Date, the
financial position of FitMedia. FitMedia will not have, as of the Closing Date,
any liabilities, obligations or claims against it (absolute or contingent), and
all assets reflected on such financial statements present fairly the assets of
FitMedia in accordance with generally accepted accounting principles. 

(iii) FitMedia has filed or will file as of the Closing Date
its tax returns required to be filed for its two most recent fiscal years and
will pay all taxes due thereon. All such returns and reports are accurate and
correct in all material respects. FitMedia has no liabilities with respect to
the payment of any federal, state, county, local, or other taxes (including any
deficiencies, interest, or penalties) accrued for or applicable to the period
ended on the closing date and all such dates and years and periods prior thereto
and for which FitMedia may at said date have been liable in its own right or as
transferee of the assets of, or as successor to, any other corporation or
entity, except for taxes accrued but not yet due and payable, and to the best
knowledge of FitMedia, no deficiency assessment or proposed adjustment of any
such tax return is pending, proposed or contemplated. To the best knowledge of
FitMedia, none of such income tax returns has 

5




been examined or is currently being examined by the Internal
Revenue Service and no deficiency assessment or proposed adjustment of any such
return is pending, proposed or contemplated. FitMedia has not made any election
pursuant to the provisions of any applicable tax laws (other than elections that
relate solely to methods of accounting, depreciation, or amortization) that
would have a material adverse affect on FitMedia, its financial condition, its
business as presently conducted or proposed to be conducted, or any of its
respective properties or material assets. There are no outstanding agreements or
waivers extending the statutory period of limitation applicable to any tax
return of FitMedia. 

2.05 Information. 
The information concerning FitMedia set
forth in this Agreement is complete and accurate in all respects and does not
contain any untrue statement of a fact or omit to state a fact required to make
the statements made, in light of the circumstances under which they were made,
not misleading. FitMedia shall cause the information delivered by it pursuant
hereto to the Ren Shareholder to be updated after the date hereof up to and
including the Closing Date. 

2.06 Absence of Certain Changes or Events. 
Except as set
forth in this Agreement, since the date of the most recent FitMedia balance
sheet described in Section 2.04 and included in the information referred to in
Section 2.05: 

(a) There has not been: (i) any adverse change in the business,
operations, properties, level of inventory, assets, or condition of FitMedia; or
(ii) any damage, destruction, or loss to FitMedia (whether or not covered by
insurance) adversely affecting the business, operations, properties, assets, or
conditions of FitMedia; 

(b) FitMedia has not: (i) amended its Articles of Incorporation
or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of
dividends or distributions of any assets of any kind whatsoever to stockholders
or purchased or redeemed, or agreed to purchase or redeem, any of its capital
stock; (iii) waived any rights of value which in the aggregate are extraordinary
or material considering the business of FitMedia; (iv) made any material change
in its method of management, operation, or accounting; (v) entered into any
other material transactions except the stock purchase agreement to be entered
into with the Ren Shareholder; (vi) made any accrual or arrangement for or
payment of bonuses or special compensation of any kind or any severance or
termination pay to any present or former officer or employee; (vii) increased
the rate of compensation payable or to become payable by it to any of its
officers or directors or any of its employees whose monthly compensation exceeds
$1,000; or (viii) made any increase in any profit-sharing, bonus, deferred
compensation, insurance, pension, retirement, or other employee benefit plan,
payment, or arrangement made to, for, or with its officers, directors, or
employees; 

(c) FitMedia has not: (i) granted or agreed to grant any
options, warrants, or other rights for its stocks, bonds, or other corporate
securities calling for the issuance thereof; (ii) borrowed or agreed to borrow
any funds or incurred, or become subject to, any material obligation or
liability (absolute or contingent) except liabilities 

6




incurred in the ordinary course of business and loans from its
officers for the purpose of paying costs of operation; (iii) paid any material
obligation or liability (absolute or contingent) other than current liabilities
reflected in or shown on the most recent FitMedia balance sheet and current
liabilities incurred since that date in the ordinary course of business; (iv)
sold or transferred, or agreed to sell or transfer, any of its material assets,
properties, or rights (except assets, properties, or rights not used or useful
in its business which, in the aggregate have a value of less than $5,000 or
canceled, or agreed to cancel, any debts or claims (except debts and claims
which in the aggregate are of a value of less than $5,000); (v) made or
permitted any amendment or termination of any contract, agreement, or license to
which it is a party if such amendment or termination is material, considering
the business of FitMedia; or (vi) issued, delivered, or agreed to issue or
deliver any stock, bonds, or other corporate securities including debentures
(whether authorized and unissued or held as treasury stock); and 

(d) To the best knowledge of FitMedia, it has not become
subject to any law, order, investigation, inquiry, grievance or regulation which
materially and adversely affects, or in the future would be reasonably expected
to adversely affect, the business, operations, properties, assets, or condition
of FitMedia. 

2.07 Litigation and Proceedings. 
There are no material
actions, suits, claims, or administrative or other proceedings pending, asserted
or unasserted, or the best knowledge of FitMedia, threatened, by or against
FitMedia or adversely affecting FitMedia or its properties, at law or in equity,
before any court or other governmental agency or instrumentality, domestic or
foreign, or before any arbitrator of any kind. FitMedia is not in default of any
judgment, order, writ, injunction, decree, award, rule, or regulation of any
court, arbitrator, or governmental agency or instrumentality. 

2.08 Compliance With Laws; Government Authorization. 
(a)
FitMedia has complied with all federal, state, county and local laws,
ordinances, regulations, inspections, orders, judgments, injunctions, awards or
decrees applicable to it or its business, including federal and state securities
laws. FitMedia is not under investigation by any federal, state, county or local
authorities, including the Commission. FitMedia has not received notification
from any federal, state, county, or local authorities, including the Commission,
that it or any of its officers or directors will be the subject of a legal
action or that the Commission’s Division of Enforcement will be recommending to
the Commission that a Federal District Court or Commission administrative action
or any other action be filed or taken against FitMedia and its officers,
directors and beneficial owners. To the best knowledge of FitMedia, none of its
officers, directors or principal shareholders is under any investigation of the
type described above. 

(b) FitMedia has all licenses, franchises, permits, and other
governmental authorizations that are legally required to enable it to conduct
its business in all material respects as conducted on the date of this
Agreement, except where failure to do so would not have a material adverse
effect on its business, operations, properties, assets 

7




or condition. No authorization, approval, consent, or order of,
or registration, declaration, or filing with, any court or other governmental
body is required in connection with the execution and delivery by FitMedia of
this Agreement and the consummation by FitMedia of the transactions contemplated
hereby. 

2.09 Securities and Exchange Commission Compliance of FitMedia.
FitMedia has a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (“Exchange Act”) and has complied in
all material respects with Rule 14(a) and 14(c) of the Exchange Act, and with
Sections 13 and 15(d) of the Exchange Act, and to the best knowledge of
FitMedia, its management and beneficial owners have complied in all respects
with Sections 13(d) and 16(a) of the Exchange Act. 

2.10 Contract Defaults. 
FitMedia is not in default under
the terms of any outstanding contract, agreement, lease, or other commitment,
and there is no event of default or other event which, with notice or lapse of
time or both, would constitute a default in any respect under any such contract,
agreement, lease, or other commitment. 

2.11 No Conflict With Other Instruments. 
The execution of
this Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust, or other material contract, agreement, or instrument to which FitMedia is
a party or to which any of its properties or operations are subject.

2.12 Subsidiary. 
Other than its wholly owned subsidiary,
Green Tea Productions Inc., FitMedia does not own any equity securities in any
other entity. FitMedia does not have a predecessor as that term is defined under
generally accepted accounting principles or Regulation S-X promulgated by the
Securities and Exchange Commission. 

2.13 FitMedia Documents. 
FitMedia has delivered to the Ren
Shareholder copies of the following documents, which are collectively referred
to as the "FitMedia Documents" and which consist of the following dated as of
the date of execution of this Agreement, all certified by a duly authorized
officer of FitMedia as complete, true, and accurate: 

(a) A copy of the Articles of Incorporation and Bylaws of
FitMedia in effect as of the date of this Agreement; 

(b) A copy of resolutions adopted by the board of directors of
FitMedia approving this Agreement and the transactions herein contemplated; 

(c) A document setting forth a description of any material
adverse change in the business, operations, property, inventory, assets, or
condition of FitMedia since the most recent FitMedia balance sheet required to
be provided pursuant to Section 2.04 hereof, updated to the Closing Date; 

8




2.14 Quotation on the OTC Bulletin Board. FitMedia’s Common
Stock is quoted on the OTC Bulletin Board under the symbol “FTME” and FitMedia
will use its best efforts to retain such quotation and standing on the OTC
Bulletin Board until the Closing of the transactions contemplated herein,
without there being imposed any warning or limitation by NASD or the OTCBB such
as the addition of an “E” to the trading symbol. 

2.15 Delivery of Shareholder List. Upon execution of this
agreement, FitMedia shall deliver a certified shareholder list from its transfer
agent setting forth the name of each FitMedia shareholder, the number of shares
held by each, dated as of a date within fifteen days of closing and whether such
shares held are restricted securities. In connection therewith, FitMedia
represents that to the best of its knowledge, none of its shareholders are
nominees for any other person.

2.16 Liabilities, Indebtedness, etc. 
As of the Closing
Date, FitMedia shall not have any liabilities or indebtedness as such terms are
defined by Generally Accepted Accounting Principles. 

ARTICLE III 
REPRESENTATIONS, COVENANTS, WARRANTIES OF THE
REN SHAREHOLDER AND THE RENJI SUBSIDIARIES 

As an inducement to, and to obtain the reliance of FitMedia and
Crottey, the Ren Shareholder and the Renji Subsidiaries represent and warrant as
follows: 

3.01 Organization.
Each of the Renji Subsidiaries is, and
will be on the Closing Date, a corporation duly organized and validly existing
under the laws of the country or province of its incorporation, and has the
corporate power and is and will be duly authorized, qualified, franchised, and
licensed under all applicable laws, regulations, ordinances, and orders of
public authorities to own all of its properties and assets and to carry on its
business in all material respects as it is now being conducted, and there are no
other jurisdictions in which it is not so qualified in which the character and
location of the assets owned by it or the nature of the material business
transacted by it requires qualification, except where failure to do so would not
have a material adverse effect on the respective business, operations,
properties, assets or condition of the Renji Subsidiaries, and each of the Renji
Subsidiaries and the Ren Shareholder has full right, power and authority to
enter into and to consummate the transactions contemplated hereby and otherwise
to carry out its obligations hereunder. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated by
this Agreement in accordance with the terms hereof will not, violate any
provision of the Renji Subsidiaries’ constituent documents, or other material
agreement to which they are parties or by which they are bound, nor will they
violate any laws, rules or policies of the governments of the People’s Republic
of China, the Hong Kong SAR of the People’s Republic of China or the British
Virgin Islands, specifically including laws and regulations pertaining to
securities and foreign investment. 

3.02 Approval of Agreement; Enforceability. 

9




The Renji Subsidiaries have full power, authority, and legal
right and has taken, or will take, all action required by law, its constituent
documents, or otherwise to execute and deliver this Agreement and to consummate
the transactions herein contemplated. The boards of directors of the Renji
Subsidiaries and the Ren Shareholder, have authorized and approved the
execution, delivery, and performance of this Agreement and the transactions
contemplated hereby. This Agreement, when delivered in accordance with the terms
hereof, will constitute the valid and binding obligation of the Renji
Subsidiaries and the Ren Shareholder in accordance with its terms, except as
such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally, the enforcement of creditors’ rights and
remedies. 

3.03 Capitalization. 
The issued and outstanding share
capital of Anhui Runji consists of 60,000,000 RMB as of September 30, 2007. Such
share capital is validly issued, fully paid, and nonassessable, represents one
hundred percent (100%) of the ownership of Anhui Runji and HK Renji is the sole
owner thereof. The issued and outstanding share capital of Renji Investment
consists of 100 shares of a total of US$100 as of August 31, 2007, 2007. Such
share capital is validly issued, fully paid, and nonassessable, represents one
hundred percent (100%) of the ownership of Renji Investment, and the Ren
Shareholder is the sole owner thereof. 

3.04 Financial Statements. 
(a) Renji Investment and Anhui
Runji have previously delivered to FitMedia a copy of the audited consolidated
balance sheet of Renji Investment, including Anhui Runji as of August 31, 2007
and the related audited consolidated statements of operations, cash flows, and
share capital for the year ended August 31, 2006 and 2007, including the notes
thereto to the effect that such financial statements contain all adjustments
(all of which are normal recurring adjustments) necessary to present fairly the
results of operations and financial position for the periods and as of the dates
indicated (collectively, the Renji Investment Financial Statements”). 

(b) The Renji Investment Financial Statements delivered
pursuant to Section 3.04(a) have been prepared in accordance with generally
accepted accounting principles consistently applied in the United States,
throughout the periods involved. The Renji Investment Financial Statements
present fairly, as of their respective dates, the financial position of Renji
Investment and Anhui Runji. Renji Investment and Anhui Runji did not have, as of
the date of any such balance sheets, except as and to the extent reflected or
reserved against therein, any liabilities or obligations (absolute or
contingent) which should be reflected in any financial statements of Renji
Investment or Anhui Runji or the notes thereto prepared in accordance with
generally accepted accounting principles in the United States, and all assets
reflected therein present fairly the assets of Renji Investment and Anhui Runji,
in accordance with generally accepted accounting principles in the United
States. The statements of revenue and expenses and cash flows present fairly the
financial position and result of operations of Renji Investment and Anhui Runji
as of their respective dates and for the respective periods covered thereby.


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3.05 Outstanding Warrants and Options. 
None of the Renji
Subsidiaries has any issued warrants or options, calls, or commitments of any
nature relating to its share capital. 

3.06 Information. 
The information concerning the Renji
Subsidiaries and the Ren Shareholder set forth in this Agreement and delivered
to FitMedia in connection herewith is complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material fact required to make the statements made, in light of the
circumstances under which they were made, not misleading. The Ren Shareholder,
and the Renji Subsidiaries shall cause the information required to be delivered
by them pursuant to this Agreement to FitMedia to be updated after the date
hereof up to and including the Closing Date. 

3.07 Absence of Certain Changes or Events. 
Except as set
forth in this Agreement, since the date of the most recent Renji Investment
balance sheet described in Section 3.04 and included in the information referred
to in Section 3.06: 

(a) There has not been: (i) any material adverse change in the
business, operations, properties, level of inventory, assets, or condition of
Renji Investment or Anhui Runji; or (ii) any damage, destruction, or loss to
Renji Investment or Anhui Runji materially and adversely affecting the
respective business, operations, properties, assets, or conditions of Renji
Investment and Anhui Runji; 

(b) Each of Renji Investment and Anhui Runji has not: (i)
amended its constituent documents; (ii) declared or made, or agreed to declare
or make, any payment of dividends or distributions of any assets of any kind
whatsoever to holders of share capital or purchased or redeemed, or agreed to
purchase or redeem, any of its share capital; (iii) waived any rights of value
which in the aggregate are material considering the respective businesses of
Renji Investment and Anhui Runji; (iv) made any material change in its method of
accounting; (v) entered into any other material transactions other than those
contemplated by this Agreement; (vi) made any accrual or arrangement for or
payment of bonuses or special compensation of any kind or any severance or
termination pay to any present or former officer or employee; or (vii) made any
material increase in any profit-sharing, bonus, deferred compensation,
insurance, pension, retirement, or other employee benefit plan, payment, or
arrangement made to, for, or with their officers, directors, or employees; 

(c) Each of Renji Investment and Anhui Runji has not (i)
granted or agreed to grant any options, warrants, or other rights for its share
capital, bonds, or other corporate securities calling for the issuance thereof;
(ii) borrowed or agreed to borrow any funds or incurred, or become subject to,
any material obligation or liability (absolute or contingent) except liabilities
incurred in the ordinary course of business; (iii) paid any material obligation
or liability (absolute or contingent) other than current liabilities reflected
in or shown on the most recent Renji Investment and Anhui Runji balance sheet
and current liabilities incurred since that date in the ordinary course of
business; (iv) sold or transferred, or agreed to sell or transfer, any 

11




of its material assets, properties, or rights, or agreed to
cancel any material debts or claims; (v) made or permitted any amendment or
termination of any contract, agreement, or license to which it is a party if
such amendment or termination is material, considering the respective businesses
of Renji Investment and Anhui Runji; or (vi) issued, delivered, or agreed to
issue or deliver any share capital, bonds, or other corporate securities
including debentures (whether authorized and unissued or held as treasury
stock); and 

(d) To the best knowledge of Renji Investment and Anhui Runji,
neither of such persons has become subject to any law or regulation which
materially and adversely affects, or in the future would be reasonably expected
to adversely affect, their respective businesses, operations, properties,
assets, or condition. 

3.08 Litigation and Proceedings. 
There are no material
actions, suits, or proceedings pending or, to the knowledge of the Renji
Subsidiaries or the Ren Shareholder, threatened by or against the Renji
Subsidiaries or the Ren Shareholder or adversely affecting the Renji
Subsidiaries or the Ren Shareholder, at law or in equity, before any court or
other governmental agency or instrumentality, domestic or foreign, or before any
arbitrator of any kind. The Renji Subsidiaries and the Ren Shareholder do not
have any knowledge of any default on their parts with respect to any judgment,
order, writ, injunction, decree, award, rule, or regulation of any court,
arbitrator, or governmental agency or instrumentality. 

3.09 Material Contract Defaults.
Neither Renji Investment
nor Anhui Runji is in default in any material respect under the terms of any
outstanding contract, agreement, lease, or other commitment which is material to
the business, operations, properties, assets, or condition of Renji Investment
or Anhui Runji, respectively, and there is no event of default or other event
which, with notice or lapse of time or both, would constitute a default in any
material respect under any such contract, agreement, lease, or other commitment
in respect of which Renji Investment or Anhui Runji, as applicable, has not
taken adequate steps to prevent such a default from occurring. 

3.10 No Conflict With Other Instruments. 
The execution of
this Agreement and the consummation of the transactions contemplated by this
Agreement will not result in the breach of any term or provision of, or
constitute an event of default under, any material indenture, mortgage, deed of
trust or other material contract, agreement, or instrument to which the Renji
Subsidiaries or the Ren Shareholder is party or to which any of their respective
properties or operations are subject. 

3.11 Governmental Authorizations.
The Renji Subsidiaries and
the Ren Shareholder have all licenses, franchises, permits, and other
governmental authorizations that are legally required to enable them to conduct
their respective businesses in all material respects as conducted on the date of
this Agreement. No authorization, approval, consent, or order of, or
registration, declaration, or filing with, any court or other governmental body
is required in connection with the execution and delivery by the Renji
Subsidiaries and the Ren Shareholder of this Agreement and the 

12




consummation by the Renji Subsidiaries and the Ren Shareholder
of the transactions contemplated hereby. 

3.12 Compliance With Laws and Regulations. 
The Renji
Subsidiaries and the Ren Shareholder have complied with all applicable statutes
and regulations of any governmental entity or agency thereof having jurisdiction
over them, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets, or condition of
such persons. The consummation of this transaction will comply with all
applicable laws, rules and policies of the government of the People’s Republic
of China, the Hong Kong SAR of the People’s Republic of China, and the British
Virgin Islands specifically including those pertaining to securities and foreign
investment. 

3.14 Subsidiaries. 
HK Renji does not own beneficially or of
record equity securities in any subsidiary except Anhui Runji.

3.15 Ownership of the share capital of HK Renji. 
Renji
Investment owns 100% of the share capital of HK Renji free and clear of any
liens or encumbrances of any kind or nature. At the Closing, the Ren Shareholder
will deliver good and marketable title to 100% of the Renji Investment Share
Capital, and the Ren Shareholder owns 100% of the Renji Investment Share
Capital. 

3.16 Ownership of the share capital of Anhui Runji. 
HK
Renji is the beneficial owner of 100% of the share capital of Anhui Runji free
and clear of any liens or encumbrances of any kind or nature.

3.17 Anhui Runji Documents. 
Anhui Runji and the Ren
Shareholder have delivered to FitMedia the following documents, which are
collectively referred to as the "Anhui Runji Documents" and which consist of the
following dated as of the date of execution of this Agreement, all certified by
the Chief Executive Officer of Anhui Runji as complete, true, and accurate: 

(a) A copy of all of Anhui Runji’s constituent documents and
all amendments thereto in effect as of the date of this Agreement; 

(b) Copies of resolutions adopted by the board of directors of
Anhui Runji and each of the Renji Subsidiaries approving this Agreement and the
transactions herein contemplated; 

(c) A document setting forth a description of any material
adverse change in the business, operations, property, inventory, assets, or
condition of Anhui Runji since the most recent Anhui Runji balance sheet
required to be provided pursuant to Section 3.04 hereof, updated to the Closing
Date; 

ARTICLE IV 
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE REN
SHAREHOLDER 

13




The obligations of the Ren Shareholder under this Agreement are
subject to the satisfaction or waiver, at or before the Closing Date, of the
following conditions: 

4.01 Accuracy of Representations. 
The representations and
warranties made by FitMedia in this Agreement were true when made and shall be
true at the Closing Date with the same force and effect as if such
representations and warranties were made at and as of the Closing Date, and
FitMedia shall have performed or complied with all covenants and conditions
required by this Agreement to be performed or complied with by FitMedia prior to
or at the Closing. The Ren Shareholder shall be furnished with a certificate,
signed by a duly authorized officer of FitMedia and dated the Closing Date, to
the foregoing effect. 

4.02 Officer's Certificate. 
The Ren Shareholder shall have
been furnished with a certificate dated the Closing Date and signed by the duly
authorized Chief Executive Officer of FitMedia to the effect that to such
officer's best knowledge no litigation, proceeding, investigation, or inquiry is
pending or, to the best knowledge of FitMedia threatened, which might result in
an action to enjoin or prevent the consummation of the transactions contemplated
by this Agreement. Furthermore, based on a certificate of good standing, and
FitMedia’s own documents and information, the certificate shall represent, to
the best knowledge of the officer, that: 

(a) This Agreement has been duly approved by FitMedia’s board
of directors and has been duly executed and delivered in the name and on behalf
of FitMedia by its duly authorized officer pursuant to, and in compliance with,
authority granted by the board of directors of FitMedia; 

(b) There have been no adverse changes in FitMedia up to and
including the date of the certificate; 

(c) All conditions required by this Agreement have been met,
satisfied, or performed by FitMedia; 

(d) All authorizations, consents, approvals, registrations,
reports, schedules and/or filings with any governmental body including the
Securities and Exchange Commission, agency, or court have been obtained or will
be obtained by FitMedia and all of the documents obtained by FitMedia are in
full force and effect or, if not required to have been obtained, will be in full
force and effect by such time as may be required; and

(e) There is no claim action, suit, proceeding, inquiry, or
investigation at law or in equity by any public board or body pending or
threatened against FitMedia, wherein an unfavorable decision, ruling, or finding
could have an adverse effect on the financial condition of FitMedia, the
operation of FitMedia, or the transactions contemplated herein, or any agreement
or instrument by which FitMedia is bound or in any way contests the existence of
FitMedia. 

4.03 No Litigation. 

14




As of the Closing, there shall not be pending any litigation to
which FitMedia, any of the Crottey, the Renji Subsidiaries or the Ren
Shareholder, is a party and which is reasonably likely to have a material
adverse effect on the business of FitMedia or the contemplated transactions.


4.04 FitMedia Shall Have No Liabilities as of Closing. 
As
of the Closing, FitMedia shall have no liabilities as such term is defined by
U.S. generally accepted accounting principles. 

4.05. FitMedia’s Outstanding Capital Stock at Closing. 
As
of the Closing, the total outstanding capital stock of FitMedia shall consist of
78,832,064 shares of common stock, after giving effect to the 55,000,000 share
issuance contemplated hereby, and there shall be no options, warrants, employee
compensation or other rights to issue common stock or preferred stock issued or
outstanding.

4.06 FitMedia Shall Have Filed and Mailed a Schedule 14F-1.

FitMedia shall have filed with the Commission and mailed to its shareholders
of record an Information Statement on Schedule 14F-1.

4.07 Consummation of Transactions Under the Stock Purchase
Agreement. As of the Closing, Crottey and the Ren Shareholder shall have
consummated the transactions contemplated by the Stock Purchase Agreement.

4.08 No Material Adverse Change. 
There shall not be any
change in, or effect on, FitMedia’s assets, financial condition, operating
results, customer and employee relations, or business prospects or the financial
statements previously supplied by FitMedia which is, or may reasonably be
expected to be, materially adverse to the business, operations (as now
conducted), assets, prospects or condition (financial or otherwise), of
FitMedia. 

4.09. FitMedia’s Over-The-Counter Bulletin Board Quotation.

As of the Closing, the common stock of FitMedia shall be quoted on NASD’s
Over-The-Counter Bulletin Board, and shall be quoted without an “E” or any other
restriction or limitation being imposed by NASD or the OTCBB. 

4.10 Good Standing. 
The Ren Shareholder shall have received
a certificate of good standing from the appropriate authority, dated as of the
date within ten days prior to the Closing Date, certifying that FitMedia is in
good standing as a corporation in the State of Delaware. 

4.11 Other Items. 
The Ren Shareholder shall have received
from FitMedia such other documents, legal opinions, certificates, or instruments
relating to the transactions contemplated hereby as they may reasonably request.


ARTICLE V 
CONDITIONS PRECEDENT TO OBLIGATIONS OF FITMEDIA


The obligations of FitMedia under this Agreement are subject to
the satisfaction, at or before the Closing Date, of the following conditions:


15




5.01 Accuracy of Representations. 
The representations and
warranties made by the Ren Shareholder and the Renji Subsidiaries in this
Agreement were true when made and shall be true at the Closing Date with the
same force and affect as if such representations and warranties were made at and
as of the Closing Date (except for changes therein permitted by this Agreement),
and the Renji Subsidiaries and the Ren Shareholder shall have performed or
complied with all covenants and conditions required by this Agreement to be
performed or complied with by them prior to or at the Closing. FitMedia shall be
furnished with certificates, signed by duly authorized officers of Renji
Subsidiaries and the Ren Shareholder and dated the Closing Date, to the
foregoing effect. 

5.02 Officer's Certificate. 
FitMedia shall have been
furnished with a certificate dated the Closing Date and signed by the duly
authorized Chief Executive Officer of each of the Renji Subsidiaries and the Ren
Shareholder to the effect that no litigation, proceeding, investigation, or
inquiry is pending or, to the best knowledge of such persons, threatened, which
might result in an action to enjoin or prevent the consummation of the
transactions contemplated by this Agreement. Furthermore, based on certifying
officer’s own documents, the certificate shall represent, to the best knowledge
of the officer, that: 

(a) This agreement has been duly approved by the boards of
directors and stockholders and has been duly executed and delivered in the name
and on behalf of the Renji Subsidiaries and the Ren Shareholder by their duly
authorized officers pursuant to, and in compliance with, authority granted by
their respective boards of directors; 

(b) Except as provided or permitted herein, there have been no
material adverse changes in the Renji Subsidiaries and the Ren Shareholder up to
and including the date of the certificate; 

(c) All material conditions required by this Agreement have
been met, satisfied, or performed by the Renji Subsidiaries, Anhui Runji and/or
the Ren Shareholder; 

(d) All authorizations, consents, approvals, registrations,
and/or filings with any governmental body, agency, or court required in
connection with the execution and delivery of the documents by the Renji
Subsidiaries, Anhui Runji and/or the Ren Shareholder have been obtained and are
in full force and effect or, if not required to have been obtained will be in
full force and effect by such time as may be required; and 

(e) There is no material action, suit, proceeding, inquiry, or
investigation at law or in equity by any public board or body pending or
threatened against the Renji Subsidiaries, Anhui Runji or the Ren Shareholder,
wherein an unfavorable decision, ruling, or finding would have a material
adverse affect on the financial condition of the Renji Subsidiaries or the Ren
Shareholder, the operations of the Renji Subsidiaries, or the transactions
contemplated herein, or any material agreement or instrument by which the Renji
Subsidiaries or the Ren Shareholder are bound or would in any way contest the
existence of the Renji Subsidiaries. 

16




5.03 No Litigation. 
As of the Closing, there shall not be
pending any litigation to which FitMedia, any of Crottey, the Renji Subsidiaries
or the Ren Shareholder is a party and which is reasonably likely to have a
material adverse effect on the business of the Renji Subsidiaries or the Ren
Shareholder or the contemplated transactions. 

5.04 No Material Adverse Change. 
There shall not be any
change in, or effect on, the Renji Subsidiaries’ assets, financial condition,
operating results, customer and employee relations, or business prospects or the
financial statements previously supplied by the Renji Subsidiaries, or may
reasonably be expected to be, materially adverse to the business, operations (as
now conducted), assets, prospects or condition (financial or otherwise), of the
Renji Subsidiaries. 

5.05 Consummation of Transactions Under the Stock Purchase
Agreement. As of the Closing, FitMedia, Crottey and the Ren Shareholder shall
have consummated the transactions contemplated by the Stock Purchase
Agreement.

5.06 Other Items. 
FitMedia shall have received from the
Renji Subsidiaries and/or the Ren Shareholder such other documents, legal
opinions, certificates, or instruments relating to the transactions contemplated
hereby as FitMedia may reasonably request. 

ARTICLE VI 
SPECIAL COVENANTS 

6.01 Activities of FitMedia, the Renji Subsidiaries, and the
Ren Shareholder (a) From and after the date of this Agreement until the Closing
Date and except as set forth in the respective documents to be delivered by
FitMedia and the Renji Subsidiaries, each will: 

(i) Carry on its business in substantially the same manner as
it has heretofore; (ii) Maintain in full force and effect insurance, if any,
comparable in amount and in scope of coverage to that now maintained by it;
(iii) Perform in all material respects all of its obligations under material
contracts, leases, and instruments relating to or affecting its assets,
properties, and business; (iv) Use its best efforts to maintain and preserve its
business organization intact, to retain its key employees, and to maintain its
relationships with its material suppliers and customers; (v) Duly and timely
file for all taxable periods ending on or prior to the Closing Date all tax
returns required to be filed by or on behalf of such entity or for which such
entity may be held responsible and shall pay, or cause to pay, all taxes
required to be shown as due and payable on such returns, as well as all
installments of tax due and payable during the period commencing on the date of
this Agreement and ending on the Closing Date; and (vi) Fully comply with and
perform in all material respects all obligations and duties imposed on it by all
laws and all rules, regulations, and orders imposed by governmental authorities.


17




(b) From and after the date of this Agreement and except as
provided herein until the Closing Date, FitMedia and the Renji Subsidiaries will
each not: 

(i) Make any change in its Articles of Incorporation, Bylaws or
constituent documents; (ii) Enter into or amend any material contract,
agreement, or other instrument of any of the types described in such party's
documents, except that a party may enter into or amend any contract, agreement,
or other instrument in the ordinary course of business; and (iii) Enter into any
agreement for the sale of FitMedia and the Renji Subsidiaries securities or a
merger or sale of substantially all of the assets of FitMedia or the Renji
Subsidiaries, as applicable, without the prior written approval of the other
party. 

6.02 Access to Properties and Records. 
Until the Closing
Date, the Renji Subsidiaries and FitMedia will afford to the other parties
officers and authorized representatives and attorneys full access to the
properties, books, and records of the other party in order that each party may
have full opportunity to make such reasonable investigation as it shall desire
to make of the affairs of the Renji Subsidiaries or FitMedia, as applicable, and
will furnish the other parties with such additional financial and other
information as to the business and properties of the Renji Subsidiaries or
FitMedia as each party shall from time to time reasonably request. 

6.03 Indemnification by the Renji Subsidiaries and the Ren
Shareholder. 
(a) The Renji Subsidiaries and the Ren Shareholder, jointly and
severally, agree to indemnify and hold harmless FitMedia, and its directors and
officers, and each person, if any, who controls FitMedia within the meaning of
the Securities Act, from and against any and all losses, claims, damages,
expenses, liabilities, or other actions to which any of them may become subject
under applicable law (including the Securities Act and the Securities Exchange
Act) and will reimburse them for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any claims or actions,
whether or not resulting in liability, insofar as such losses, claims, damages,
expenses, liabilities, or actions arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of a material fact contained in any of the
representations, covenants and warranties of the Renji Subsidiaries or the Ren
Shareholder set forth herein; or (ii) the breach of any covenant or agreement by
the Renji Subsidiaries or the Ren Shareholder set forth herein. The indemnity
set forth herein shall survive the consummation of the transactions herein for a
period of one year. 

6.04 Indemnification by FitMedia and Crottey. 
(a) FitMedia
and Crottey, jointly and severally, agree to indemnify and hold harmless the
Renji Subsidiaries and the Ren Shareholder, and its and their directors and
officers, and each person, if any, who controls them within the meaning of the
Securities Act, from and against any and all losses, claims, damages, expenses,
liabilities, or actions to which any of them may become subject under applicable
law (including the Securities Act and the Securities Exchange Act) and will
reimburse them for any legal or other expenses reasonably incurred by 

18




them in connection with investigating or defending any claims
or actions, whether or not resulting in liability, insofar as such losses,
claims, damages, expenses, liabilities, or actions arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact
contained in any of the representations, covenants and warranties of FitMedia or
Crottey set forth herein; or (ii) the breach of any covenant or agreement of
FitMedia or Crottey set forth herein. The indemnity set forth herein shall
survive the consummation of the transactions herein for a period of one year.


6.05 The Issuance of FitMedia Common Stock. 
FitMedia and
the Ren Shareholder understand and agree that the consummation of this
Agreement, including the issuance of the FitMedia Common Stock to the Ren
Shareholder, as contemplated hereby, constitutes the offer and sale of
securities under the Securities Act and applicable state statutes. FitMedia and
the Ren Shareholder agree that such transactions shall be consummated in
reliance on exemptions from the registration requirements of the Securities Act
of 1933, as amended (the “Act”), including the exemption provided by Regulation
S. Such exemption is based on the following representations, warranties and
covenants made by the Ren Shareholder. 

(a) Regulation S Representations, Warranties and Covenants. The
Ren Shareholder represents and warrants to, and covenants with, FitMedia as
follows:

	 	(1) 	
      The Ren Shareholder is not a U.S. person and is not
      acquiring the shares of common stock of FitMedia for the account or for
      the benefit of any U.S. person and is not a U.S. person who purchased the
      shares of common stock in a transaction that did not require registration
      under the Act.

	 	 	 
	 	(2) 	
      The Ren Shareholder agrees to resell such common stock
      only in accordance with the provisions of Regulation S, pursuant to
      registration under the Act, or pursuant to an available exemption from
      registration.

	 	 	 
	 	(3) 	
      The Ren Shareholder agrees not to engage in hedging
      transactions with regard to such securities unless in compliance with the
      Act.

	 	 	 
	 	(4) 	
      The Ren Shareholder consents to the certificate for the
      shares of common stock of FitMedia to contain a legend to the effect that
      transfer is prohibited except pursuant to registration under the Act, or
      pursuant to an available exemption from registration, and that hedging
      transactions involving the shares of common stock may not be conducted
      unless in compliance with the Act.

	 	 	 
	 	(5) 	
      The Ren Shareholder acknowledges that FitMedia has agreed
      to refuse to register any transfer of the shares of common stock not made
      pursuant to registration under the Act, or pursuant to an available
      exemption from registration.

	 	 	 
	 	(6) 	
      The Ren Shareholder covenants and represents and warrants
      in favor of FitMedia that all of the representations and warranties set
      forth herein shall be true and correct at the time of Closing as if made
      on that date.



(b) In connection with the transaction contemplated by this
Agreement, the Ren Shareholder shall file, with its counsel, such notices,
applications, reports, or other instruments as may be deemed necessary 

19




or appropriate in an effort to document reliance on such
exemptions, and the appropriate regulatory authority in the countries where the
Ren Shareholder resides unless an exemption requiring no filing is available in
such jurisdictions, all to the extent and in the manner as may be deemed by the
Parties to be appropriate. FitMedia shall cooperate with the Ren Shareholder in
connection with any such filings. 

(c) Other Representations, Warranties and Covenants. 

	 	(1) 	
      The Ren Shareholder has been furnished with and has
      carefully read the periodic reports on Forms 10-KSB, 10-QSB and 8-K filed
      by FitMedia with the Securities and Exchange Commission during the
      preceding three years. With respect to individual or partnership tax and
      other economic considerations involved in this investment, the Ren
      Shareholder confirms that it is not relying on FitMedia (or any agent or
      representative of the Company). The Ren Shareholder has carefully
      considered and has, to the extent such person believes such discussion
      necessary, discussed with its own legal, tax, accounting and financial
      advisers the suitability of an investment in the Shares for such
      particular tax and financial situation.

	 	 	 
	 	(2) 	
      The Ren Shareholder has had an opportunity to inspect
      relevant documents relating to the organization and business of FitMedia.
      The Ren Shareholder acknowledges that all documents, records and books
      pertaining to this investment which such Purchaser has requested have been
      made available for inspection by such Purchaser and its respective
      attorney, accountant or other adviser(s).

	 	 	 
	 	(3) 	
      The Ren Shareholder and/or its respective advisor(s)
      has/have had a reasonable opportunity to ask questions of, and receive
      answers and request additional relevant information from, the officers of
      FitMedia concerning the transactions contemplated by this
  Agreement.

	 	 	 
	 	(4) 	
      The Ren Shareholder confirms that it is not acquiring the
      Shares as a result of or subsequent to any advertisement, article, notice
      or other communication published in any newspaper, magazine or similar
      media or broadcast over television or radio or presented at any
      seminar.

	 	 	 
	 	(5) 	
      The Ren Shareholder, by reason of such person’s business
      or financial experience, has the capacity to protect its own interests in
      connection with the transactions contemplated by this Agreement.

	 	 	 
	 	(6) 	
      Except as set forth in this Agreement, the Ren
      Shareholder represents that no representations or warranties have been
      made to it by FitMedia, any officer director, agent, employee, or
      affiliate of FitMedia, and such Ren Shareholder has not relied on any oral
      representation by FitMedia or by any of its officers, directors or agents
      in connection with its decision to acquire the Shares hereunder.

	 	 	 
	 	(7) 	
      The Ren Shareholder represents that neither it nor any of
      its directors, officers, managers, members, trustees or affiliates is
      subject to any of the events described in Section 262(b) of Regulation A
      promulgated under the Act.

	 	 	 
	 	(8) 	
      The Ren Shareholder has adequate means of providing for
      its current financial needs and contingencies, is able to bear the
      substantial economic risks of an investment in the Shares for an
      indefinite period of time, has no need for liquidity in such investment
      and, at the present time, could afford a complete loss of such
      investment.

	 	 	 
	 	(9) 	
      The Ren Shareholder has such knowledge and experience in
      financial, tax and business matters so as to enable it to use the
      information made available to it in connection with the transaction to
      evaluate the merits and risks of an investment



20





	 		
      in the Shares and to make an informed investment decision
      with respect thereto.

	 	 	 
	 	(10) 	
      The Ren Shareholder understands that the Shares are
      “restricted securities” that have not been registered under the Securities
      Act or any applicable state securities law and they are acquiring the
      Shares as principal for their own account for investment purposes and not
      for distribution. The Ren Shareholder acknowledges that the Shares have
      not been registered under the Act or under any the securities act of any
      state or country. The Ren Shareholder understands further that in absence
      of an effective registration statement, the Shares can only be sold
      pursuant to some exemption from registration.

	 	 	 
	 	(11) 	
      The Ren Shareholder recognizes that investment in the
      Shares involves substantial risks. The Ren Shareholder acknowledges that
      it has reviewed the risk factors identified in the periodic reports filed
      by FitMedia with the Securities and Exchange Commission. The Ren
      Shareholder further confirms that he is aware that no federal or state
      agencies have passed upon this transaction or made any finding or
      determination as to the fairness of this investment.

	 	 	 
	 	(12) 	
      The Ren Shareholder acknowledges that each stock
      certificate representing the Shares shall contain a legend substantially
      in the following form:

	 	 	 
	 		
      THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) PURSUANT TO AN EXEMPTION
      FROM REGISTRATION AFFORDED BY REGULATION S AND HAVE NOT BEEN REGISTERED
      UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR
      OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY
      APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM
      SUCH REGISTRATION, PROVIDED THAT THE PURCHASER DELIVERS TO THE COMPANY AN
      OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY
      TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. THE HOLDER
      AGREES TO REFRAIN FROM HEDGING TRANSACTIONS PURSUANT TO THE REQUIREMENTS
      OF REGULATION S.



6.06 Securities Filings. 
The Ren Shareholder, as the
controlling shareholder of FitMedia following Closing, shall cause FitMedia to
timely prepare and file all Securities Act and Exchange Act filings that may
result from or be required in connection with the transactions contemplated in
this Agreement, including the so-called “Super 8-K” pursuant to Item 2.01(f) of
Form 8-K within four business days of Closing, which shall contain disclosures
about Anhui Runji of the type required by Form 10-SB. 

6.07 Sales of Securities under Rule 144, If Applicable. 
(a)
FitMedia will use its best efforts to at all times satisfy the current public
information requirements of Rule 144 promulgated under the Act. 

(b) If any certificate representing any such restricted stock
is presented to FitMedia’s transfer agent for registration or transfer in
connection with any sales theretofore made under Rule 144, provided such
certificate is duly endorsed for transfer by the appropriate person(s) or
accompanied by a separate stock power duly executed by the appropriate person(s)
in each case with reasonable assurances that such endorsements are genuine and
effective, and is accompanied by an opinion of counsel satisfactory to FitMedia
and its counsel that such transfer has complied with the requirements of Rule
144, as the case 

21




may be, FitMedia will promptly instruct its transfer agent to
allow such transfer and to issue one or more new certificates representing such
shares to the transferee and, if appropriate under the provisions of Rule 144,
as the case may be, free of any stop transfer order or restrictive legend.

(c) The shareholders of FitMedia as of the date of this
Agreement, as well as those receiving FitMedia Common Stock pursuant to this
Agreement, are intended third-party beneficiaries of this Section 6.07. 

6.08 Transfer and Registration Rights of The Ren Shareholder.


(a) Mandatory Registration Rights. Upon receipt of written
demand by the Ren Shareholder on one occasion only, FitMedia shall prepare, and,
as soon as practicable but in no event later than 60 calendar days after the
date of such notice, file with the SEC a Registration Statement or Registration
Statements (as is necessary) on Form S-3 (or if such form is unavailable, such
other form as is available for registration) covering the resale of all of the
Shares. FitMedia shall use its best efforts to have the Registration Statement
declared effective by the SEC as soon as practicable, but in no event later than
120 calendar days after the date notice is received. 

(b) Piggy Back Registration Rights.

(i) If FitMedia determines, including
as required under any demand registration rights agreement, to register any of
its common stock or securities convertible into or exchangeable for common stock
under the Securities Act on a form which is suitable for an offering for cash or
shares of FitMedia held by third parties and which is not a registration solely
to implement an employee benefit plan, a registration statement on Form S-4 (or
successor form) or a transaction to which Rule 145 or any other similar rule of
the SEC is applicable, FitMedia will promptly give written notice to the Ren
Shareholder of its intention to effect such a registration. Subject to
subsection(ii) below, FitMedia shall include all of the Shares that the Ren
Shareholder requested to be included in such a registration by a written notice
delivered to FitMedia within fifteen (15) days after the notice given by
FitMedia. 

(ii) If the registration, as described
in subsection (i) above, involves an underwritten offering, FitMedia will not be
required to register Shares in excess of the amount that the principal
underwriter reasonably and in good faith recommends may be included in such
offering (a “Cutback”), which recommendation, and supporting reasoning, shall be
delivered to the Ren Shareholder. If such a Cutback occurs, the number of Shares
that are entitled to included in the registration and underwriting shall be
allocated in the following manner: (i) first, to FitMedia for any securities it
proposes to sell for its own account, (ii) second, to the Ren Shareholder for
shares requiring such registration, and (iii) third, to other holders of stock
of FitMedia requesting inclusion in the registration, pro rata among the
respective holders thereof on the basis of the number of shares for which each
such requesting holder has requested registration. 

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(iii) All costs and expenses of any
such registration statement shall be paid by FitMedia, other than sales
commissions and the expenses of any separate legal counsel engaged by the Ren
Shareholder.

(iv) The piggy-back registration rights
granted to the the Ren Shareholder hereunder will continue unless and until
counsel to FitMedia shall render an opinion to the Ren Shareholder that such
registration is not required under the Securities Act of 1933, as amended, and
the Shares may be sold by them free of restriction. (v) The Shares issued
pursuant to this Agreement may not be transferred except in a transaction which
is in compliance with the Act and applicable state laws and regulations.

6.09 Transfer of Green Tea Productions, Inc. 
FitMedia
agrees to transfer to Crottey at Closing all of the capital stock of its sole
subsidiary, Green Tea Productions, Inc., which it owns, and agrees to transfer
all of the liabilities of Green Tea Productions to Crottey, who, in turn, hereby
agrees to indemnify and hold harmless FitMedia from and against any and all such
liabilities, as such term is defined by U.S. generally accepted accounting
principles.

ARTICLE VII 
MISCELLANEOUS 

7.01 Brokers. 
No broker’s or finder’s fee will be paid in
connection with the transaction contemplated by this Agreement.

7.02 No Representation Regarding Tax Treatment. 
No
representation or warranty is being made by any party to any other party
regarding the treatment of this transaction for federal or state income
taxation. Each party has relied exclusively on its own legal, accounting, and
other tax adviser regarding the treatment of this transaction for federal and
state income taxes and on no representation, warranty, or assurance from any
other party or such other party's legal, accounting, or other adviser.

7.03 Governing Law. 
This Agreement shall be governed by,
enforced and construed under and in accordance with the laws of the State of
Delaware without giving effect to principles of conflicts of law thereunder. The
parties attorn to the jurisdiction of the Province of British Columbia regarding
any disputes arising pursuant to this agreement.

7.04 Notices.
Any notices or other communications required
or permitted hereunder shall be sufficiently given if personally delivered, if
sent by facsimile or telecopy transmission or other electronic communication
confirmed by registered or certified mail, postage prepaid, or if sent by
prepaid overnight courier addressed as follows:

If to FitMedia, to: 

FitMedia Inc. 
7108 - 150A Street, Surrey 
British
Columbia, Canada 

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If to the Ren Shareholder: 

Mr. Zhao Shou Ren 
Xian Zhong Zhen, Han Shan County 
Chao
Hu City, An Hui Province 
People’s Republic of China 

or such other addresses as shall be furnished in writing by any
party in the manner for giving notices, hereunder, and any such notice or
communication shall be deemed to have been given as of the date so delivered or
sent by facsimile transmission, five days after the date so mailed, or one day
after the date so sent by overnight delivery. 

7.05 Attorney's Fees. 
In the event that any party
institutes any action or suit to enforce this Agreement or to secure relief from
any default hereunder or breach hereof, the breaching party or parties shall
reimburse the non-breaching party or parties for all costs, including reasonable
attorneys' fees, incurred in connection therewith and in enforcing or collecting
any judgment rendered therein. 

7.06 Document; Knowledge. 
Whenever, in any section of this
Agreement, reference is made to information set forth in the documents provided
by FitMedia or the Ren Shareholder, such reference is to information
specifically set forth in such documents and clearly marked to identify the
section of this Agreement to which the information relates. Whenever any
representation is made to the "knowledge" of any party, it shall be deemed to be
a representation that no officer or director of such party, after reasonable
investigation, has any knowledge of such matters. 

7.07 Entire Agreement. 
This Agreement, the Stock Purchase
Agreement and Sections 11 through 13 of the of the Letter of Intent, dated
September 7, 2007, represent the entire agreement between the Parties relating
to the subject matter hereof, except that Section 11 of the Letter of Intent is
changed as follows: the date October 31, 2007 is replaced with November 1, 2007.
All previous agreements between the Parties, whether written or oral, have been
merged into this Agreement There are no other courses of dealing,
understandings, agreements, representations, or warranties, written or oral,
except as set forth herein. 

7.08 Severability.
If any provision of this Agreement or the
application of such provision to any person or circumstance shall be held
invalid or unenforceable, the remainder of this Agreement or the application of
such provisions to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby and this Agreement
shall be construed as if such invalid or unenforceable provision were not
contained herein. 

7.09 Survival, Termination. 
The representations,
warranties, and covenants of the respective Parties shall survive the Closing
Date and the consummation of the 

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transactions herein contemplated for a period of one year from
the Closing Date, unless otherwise provided herein. 

7.10 Counterparts. 
This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original and all of
which taken together shall be but a single instrument. In addition, facsimile or
electronic signatures shall have the same legally binding effect as original
signatures. 

7.11 Amendment or Waiver. 
Every right and remedy provided
herein shall be cumulative with every other right and remedy, whether conferred
herein, at law, or in equity, and such remedies may be enforced concurrently,
and no waiver by any party of the performance of any obligation by the other
shall be construed as a waiver of the same or any other default then,
theretofore, or thereafter occurring or existing. At any time prior to the
Closing Date, this Agreement may be amended by a writing signed by all Parties
hereto, with respect to any of the terms contained herein, and any term or
condition of this Agreement may be waived or the time for performance thereof
may be extended by a writing signed by the party or parties for whose benefit
the provision is intended. 

7.12 Public Announcements. The Parties shall consult with one
another in issuing any press releases or otherwise making public statements or
filings and other communications with the Commission or any regulatory agency or
stock market or trading facility with respect to the transactions contemplated
hereby and neither party shall issue any such press release or otherwise make
any such public statement, filings or other communications without the prior
written consent of the other, which consent shall not be unreasonably withheld
or delayed. Notwithstanding the foregoing, however, no prior consent shall be
required if any such disclosure is required by law, in which case the disclosing
party shall use its reasonable best efforts in good faith to provide the other
party with prior notice of such public statement, filing or other communication
and incorporate into such public statement, filing or other communication the
reasonable comments of the other party.

[The rest of this page intentionally left blank] 

 

 

IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed as of the date first above written. 

	FitMedia: 	     Crottey: 
	FITMEDIA INC. 	     TIMOTHY CROTTEY 
	  	  
	By __/s/ Timothy Crottey__ 	____/s/ Timothy Crottey______
  
	          Timothy
      Crottey 	 (In His Individual Capacity)
  


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President

	The Ren Shareholder: 	  
	 	  
	ZHAO SHOU REN 	  
	 	  
	 	  
	 	  
	____/s/ Zhao Shou Ren______ 	  
	(In His Individual Capacity) 	  
	 	  
	 	  
	The Renji Subsidiaries: 	  
	 	  
	 	  
	REN JI CEMENT INVESTMENT 	         REN JI CEMENT
      COMPANY LIMITED 
	COMPANY LIMITED 	  
	 	  
	 	  
	By _____/s/ Zhao Shou Ren__ 	By           /s/
      Yip Chun
      Yu                         
	Name: Zhao Shou Ren 	           Name:
      Yip Chun Yu 
	Title: Chairman and Director 	           Title:
      Director 
	 	  
	 	  
	ANHUI PROVINCE RUNJI CEMENT 	  
	COMPANY LIMITED 	  
	 	  
	 	  
	By ___/s/ Zhao Shou Ren____ 	  
	Name: Zhao Shou Ren 	  
	Title: Director and Legal Representative 	 


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