Filed by Automated Filing Services Inc. (604) 609-0244 - FitMedia Inc. - Exhibit 10-2






STOCK PURCHASE AGREEMENT 

          This
Stock Purchase Agreement (the "Agreement") dated as of the 9th day of October,
2007, is by and among Timothy Crottey, resident of British Columbia, Canada (the
“Seller”), Fitmedia Inc., a Delaware corporation (“Fitmedia” or the “Company”),
and Mr. Zhao Shou Ren, a resident and citizen of the People’s Republic of China
(hereinafter referred to as the “Purchaser”), all of whom execute and deliver
this Agreement based on the following: 

Recitals: 

          
WHEREAS, Seller is the owner of 18,600,000 shares of common stock, $.0001 par
value (the “Common Stock”) of Fitmedia, of which the Seller desires to sell
18,500,000 shares (the “Shares”) to the Purchaser; 

          
WHEREAS, the Shares amount to approximately 78% of issued and outstanding shares
of Common Stock of Fitmedia; 

          
WHEREAS, the Purchaser is the owner of 100% of the share capital of Ren Ji
Cement Investment Company Limited, a British Virgin Islands corporation (“Renji
Investment”), and Renji Investment is the owner of 100% of the share capital of
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
Renji HK is the owner of 100% of the share capital of 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,
Renji Investment, HK Renji and Anhui Runji are referred to herein as the “Renji
Subsidiaries” 

          WHEREAS,
the Purchaser desires to purchase the Shares for $540,000 in cash and consummate
the transactions contemplated by a share exchange agreement (the “Share Exchange
Agreement”) among Fitmedia, the Seller, the Purchaser and the Renji Subsidiaries
pursuant to which the Purchaser will exchange all of the share capital of Renji
Investment for 55,000,000 newly issued investment shares of Common Stock of
Fitmedia in a tax-free exchange pursuant to sections 351 and 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended; 

          
WHEREAS, the respective parties deem the purchase of the Shares to be mutually
desirable and necessary for the consummation of the share exchange
transaction;

          NOW
THEREFORE, in consideration of the premises and the mutual agreements and
covenants herein contained, and for the purpose of prescribing the terms and
conditions of such purchase, the mode of carrying it into effect, and such other
details and provisions as are necessary or desirable, the parties hereto hereby
represent, warrant, covenant and agree as follows: 

ARTICLE I 
PURCHASE AND SALE OF THE SHARES; CLOSING


1.01 Purchase and Sale of the Shares. 
Subject to the
further conditions of this Agreement and the accuracy of the representations and
warranties contained herein, on the Closing Date (as defined below) (a)
Purchaser agrees to purchase from Seller, and Seller agrees to sell to the
Purchaser, the Shares. The Shares will, at the Closing, represent approximately
78% of the issued and outstanding shares of Common Stock of the Company. 




1.02 Consideration. 
The Purchase Price for the Shares shall
be paid by delivery by the Purchaser at Closing of cash to Seller in the amount
of $540,000 (the “Purchase Price”) for all of the Shares. 

1.03 The Closing 
The Closing of the sale and purchase of
the Shares shall take place at a mutually agreeable time and place upon
satisfaction or waiver of all conditions precedent set forth herein (the
“Closing Date”). In the event that the Closing Date does not occur by November
1, 2007, any party may terminate this Agreement upon notice to the other
parties, in which event the parties shall have no further obligations to each
other, subject to the right in the Purchaser to extend the closing date by
thirty (30) days against payment of the sum of $60,000 therefor, pursuant to the
Letter of Intent, dated September 7, 2007. In the event of termination, each
party shall bear its own costs. The closing of the transactions contemplated by
this Agreement (the “Closing”) shall occur on the Closing Date at the offices of
Martin & Pritchett, P.A., 17115 Kenton Drive, Suite 202A, Cornelius, North
Carolina, or at such other location as may be agreed to by the parties.

1.04 Form of Payment. 
On the Closing Date, Purchaser shall
(i) direct Harold H. Martin, Esq., the Purchaser’s Escrow Agent, to pay
$490,000, representing the Purchase Price (less a $50,000 deposit as set forth
below) in United States dollars by wire transfer of immediately available funds
to a bank account designated in writing by Seller for such purpose; and (ii)
direct Seller’ counsel to release to the Seller an additional $50,000.000 of the
Purchase Price that Seller’s counsel now holds in escrow as a deposit pursuant
to an Escrow Agreement, dated as of August 14, 2007. After receipt by Seller’s
counsel of the $540,000, Seller shall deliver to Purchaser in care of Mr.
Martin, stock certificates representing the Shares which Purchaser is then
purchasing, duly executed on behalf of the Seller, against delivery of the
Purchase Price.

ARTICLE II 
REPRESENTATIONS AND WARRANTIES OF
SELLER AND FITMEDIA 

The Seller and Fitmedia, jointly and severally, hereby
represent and warrant to the Purchaser, 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 

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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 the
Seller and Fitmedia 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. 

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 issued and outstanding as of August 14, 2007. There
are also 20,000,000 authorized shares of preferred stock, $.0001 par value, and
no shares of preferred stock are 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 the Company or calling for or
requiring the issuance of any securities or rights convertible into or
exchangeable (including on a contingent basis) for shares of such capital stock.
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 Company. 

2.04 Financial Statements. 
(i) Fitmedia has previously
delivered to the Purchaser (a) an audited balance sheet of Fitmedia as of
January 31, 2007 and the related statements of operations, stockholders' equity
(deficit), and cash flows for the fiscal year ended 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 statements of
operations, stockholders’ equity (deficit), and cash flows 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 the Fitmedia Financial Statements present fairly the
assets of Fitmedia in accordance with generally accepted accounting principles.


(iii) Fitmedia has filed or will file on or prior to 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. None of
such income tax returns has been examined or is currently being examined by the
Internal Revenue Service and no deficiency assessment or proposed adjustment of
any such return is 

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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 Purchaser 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; (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 incurred in the ordinary
course of business and loans from its officers for the purpose of paying its
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) except in connection with 

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the share exchange agreement to be entered into with the
Purchaser and its affiliates, and Fitmedia and its affiliate. 

(d) Fitmedia 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 to 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, except where the failure to so comply would not have a material adverse
effect on the business or financial condition of Fitmedia. To the best knowledge
of Fitmedia, it 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. 

(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. 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. 

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 No 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.

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2.12 Subsidiary. 
Other than its wholly owned subsidiary,
Green Tea Productions Inc., Fitmedia does not own beneficially or of record, 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
Purchaser 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, if any, 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; 

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. 

2.16 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. 

2.17 Ownership of the Shares. 
The Seller owns the Shares
free and clear of any liens or encumbrances of any kind or nature except for any
applicable federal and state securities law restrictions such as those imposed
by Rule 144. At the Closing, the Seller will deliver good and marketable title
to the Shares to the Purchaser. 

          The
Purchaser acknowledges and agrees that Fitmedia and each Seller does not make or
has not made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 2.01 to
Section 2.17. 

ARTICLE III 
REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER 

          The
Purchaser represents and warrants to the Seller and Fitmedia, as follows: 

3.01 Authority; Enforceability.
The execution, delivery and
performance by the Purchaser of the transactions contemplated by this Agreement
have been duly authorized by all necessary action on the part of the Purchaser.
This Agreement has been duly executed by the Purchaser, and when delivered by
the Purchaser in 

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accordance with the terms hereof, will constitute the valid and
legally binding obligation of the Purchaser, enforceable against him 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. 

3.02 Investment Intent. 
The Purchaser understands that the
Shares are “restricted securities” that have not been registered under the
Securities Act or any applicable state securities law and he is acquiring the
Shares as principal for his own account for investment purposes and not for
distribution.

3.03 No Conflicts.
Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby,
will violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which the Purchaser is subject. 

3.04 No Advice.
The Purchaser understands that nothing in
this Agreement or any other materials presented to Purchaser in connection with
the purchase and sale of the Shares constitutes legal, tax or investment advice.
The Purchaser has consulted such legal, tax and investment advisors as he, in
his sole discretion, has deemed necessary or appropriate in connection with his
purchase of the Shares. 

3.05 No Litigation, Etc.
There is no action, suit,
proceeding, judgment, claim or investigation pending or, to the knowledge of the
Purchaser, threatened against the Purchaser which could reasonably be expected
in any manner to challenge or seek to prevent, enjoin, alter or materially delay
any of the transactions contemplated by this Agreement. 

3.06 Approvals.
The execution, delivery and performance by
the Purchaser of this Agreement, and the consummation of the transactions set
forth herein require no material action by or in respect of, or material filing
with, any governmental body, agency, official or authority, by the Purchaser
other than (i) the filing by the Purchaser with the Commission of such reports
under the Exchange Act as may be required in connection with this Agreement, and
(ii) any filings required by the securities or blue sky laws of the various
states, if applicable. 

3.07 Regulation S Representations, Warranties and Covenants.

The Purchaser represents and warrants to, and covenants with, Seller as
follows:

	 	(1) 	
      The Purchaser is not a U.S. person and is not acquiring
      the shares of common stock of FTME 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 Purchaser 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 Purchaser agrees not to engage in hedging
      transactions with regard to such securities unless in compliance with the
      Act.

	 	(4) 	
      The Purchaser consents to the certificate for the shares
      of common stock of FTME to contain a legend to the effect that transfer is
      prohibited except in accordance with the



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      provisions of Regulation S, 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 Purchaser acknowledges that Fitmedia has agreed to
      refuse to register any transfer of the shares of common stock not made in
      accordance with the provisions of Regulation S, pursuant to registration
      under the Act, or pursuant to an available exemption from
    registration.

	 	(6) 	
      The Purchaser 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.



3.08 The Purchaser 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 Purchaser confirms that he is not relying on
Fitmedia (or any agent or representative of the Company) or the Seller. The
Purchaser has carefully considered and has, to the extent such Purchaser
believes such discussion necessary, discussed with his own legal, tax,
accounting and financial advisers the suitability of an investment in the Shares
for the Purchaser’s particular tax and financial situation. 

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

3.10 The Purchaser and/or his 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. 

3.11 The Purchaser confirms that he is not purchasing 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. 

3.12 The Purchaser, by reason of the Purchaser’s business or
financial experience, has the capacity to protect his own interests in
connection with the transactions contemplated by this Agreement.

3.13 Except as set forth in this Agreement, the Purchaser
represents that no representations or warranties have been made to him by
Fitmedia, any officer director, agent, employee, or affiliate of Fitmedia or the
Seller, and the Purchaser has not relied on any oral representation by Seller or
by any officer, director or agent of Fitmedia in connection with his decision to
enter into this Agreement. 

3.14 The Purchaser represents that neither he nor any of the
directors, officers, managers, members, trustees or affiliates or any affiliated
companies is subject to any of the events described in Section 262(b) of
Regulation A promulgated under the Act.

3.15 The Purchaser has adequate means of providing for his
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. 

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3.16 The Purchaser has such knowledge and experience in
financial, tax and business matters so as to enable the Purchaser to use the
information made available to him in connection with the transaction to evaluate
the merits and risks of an investment in the Shares and to make an informed
investment decision with respect thereto. 

3.17 The Purchaser acknowledges that the Shares have not been
registered under the Act or under any the securities act of any state or
country. The Purchaser understands further that in absence of an effective
registration statement, the Shares can only be sold pursuant to some exemption
from registration.

3.18 The Purchaser recognizes that an investment in the Shares
involves substantial risks. The Purchaser acknowledges that he has reviewed the
risk factors identified in the periodic reports filed by Fitmedia with the
Securities and Exchange Commission. The Purchaser 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. 

3.19 The Purchaser 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 PROVIDED 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,
SOLD TRANSFERRED OR OTHERWISE DISPOSED OF PURSUANT TO REGULATION S OR PURSUANT
TO 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 THAT
IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS IN CONTRAVENTION OF REGULATION S.


          The
Seller acknowledges and agrees that the Purchaser does not make or has not made
any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3.01 to Section 3.19.


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ARTICLE IV 
CONDITIONS TO THE OBLIGATIONS OF
PURCHASER TO CLOSE 

          The
obligations of Purchaser under this Agreement are subject to the fulfillment of
the following conditions at, or prior to, the Closing Date: 

4.01 Accuracy of Representations. 
The representations and
warranties made by Seller and Fitmedia in this Agreement were true when made and
shall be true at the Closing Date (except for changes therein permitted by this
Agreement) with the same force and effect as if such representations and
warranties were made at and as of the Closing Date, and Seller and Fitmedia
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. The Purchaser 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 Purchaser 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 Seller and 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 Seller; 

(d) 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. 
As of the Closing, there shall not be
pending any litigation to which Fitmedia, the Seller and the Purchaser is a
party and which is reasonably likely to have a material adverse effect on the
business of Fitmedia or the contemplated transactions. 

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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 by the Share Exchange Agreement, and Fitmedia shall not be
a party to or obligated by any options, warrants, employee compensation or other
rights to issue common stock or preferred stock issued or outstanding.

4.06 Consummation of Transactions Under the Share Exchange
Agreement. 
As of the Closing, the Purchaser, the Seller, Fitmedia and the
Renji Subsidiaries shall have consummated the transactions contemplated by the
Share Exchange Agreement.

4.07 No Material Adverse Change. 
There shall not be any
change in, or effect on, the Renji Subsidiaries’ or Fitmedia’s assets, financial
condition, operating results, customer and employee relations, or business
prospects or the financial statements previously supplied by the Purchaser or
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 the Purchaser, the Renji Subsidiaries or Fitmedia
or to the transactions contemplated by the Share Exchange Agreement. 

4.8. 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. 

4.9 Good Standing. 
Purchaser shall have received a
certificate of good standing from the appropriate authority, dated as of the
date within five days prior to the Closing Date, certifying that Fitmedia is in
good standing as a corporation in the State of Delaware. 

4.10 Other Items. 
Purchaser shall have received from
Fitmedia such other documents, legal opinions, certificates, or instruments
relating to the transactions contemplated hereby as Purchaser may reasonably
request. 

ARTICLE V 
CONDITIONS TO THE OBLIGATIONS OF THE
SELLER TO CLOSE 

          The
obligations of the Seller under this Agreement are subject to the fulfillment of
the following conditions at or prior to the Closing Date: 

5.01 Accuracy of Representations. 
The representations and
warranties made by Purchaser 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 Purchaser shall have
performed or complied with all covenants and conditions required by this
Agreement to be performed or complied with by him prior to or at the
Closing.

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Fitmedia shall be furnished with certificates, signed by the
Purchaser and dated the Closing Date, to the foregoing effect. 

5.02 Purchaser’s Certificates. 
Fitmedia shall have been
furnished with a certificate dated the Closing Date and signed by the Purchaser
to the effect that no litigation, proceeding, investigation, or inquiry is
pending or, to the best knowledge of such person, threatened, which might result
in an action to enjoin or prevent the consummation of the transactions
contemplated by this Agreement. Furthermore, the certificate shall represent, to
the best knowledge of the Purchaser, that: 

(a) This agreement has been duly approved by the Purchaser and
has been duly executed and delivered in the name and on behalf of the Purchaser.


(b) Except as provided or permitted herein, there have been no
material adverse changes in the Purchaser 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 Purchaser;

(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 this Agreement and related
documents by the Purchaser 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 Purchaser wherein an unfavorable decision, ruling, or
finding would have a material adverse affect on the financial condition of the
Purchaser, for the transactions contemplated herein, or any material agreement
or instrument by which the Purchaser is bound. 

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

5.04 No Material Adverse Change. 
There shall not be any
change in, or effect on, the Purchaser’s or the Renji Subsidiaries’ or
Fitmedia’s assets, financial condition, operating results, customer and employee
relations, or business prospects or the financial statements previously supplied
by the Purchaser or 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 the Purchaser, the Renji
Subsidiaries, Fitmedia or to the transactions contemplated by the Share Exchange
Agreement. 

5.05 Consummation of Transactions Under the Share Exchange
Agreement. 
As of the Closing, the Seller shall have consummated the
transactions contemplated by the Share Exchange Agreement.

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5.06 Other Items. 
Fitmedia shall have received from the
Purchaser such other documents, legal opinions, certificates, or instruments
relating to the transactions contemplated hereby as Fitmedia may reasonably
request. 

ARTICLE VI 
INDEMNIFICATION 

6.03 Indemnification by Fitmedia and the Seller. 
(a)
Fitmedia will indemnify and hold harmless the Purchaser, and each person, if
any, who controls the Purchaser 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 Fitmedia set forth herein; or (ii) the breach of any
covenant or agreement of Fitmedia set forth herein. The indemnity set forth
herein shall survive the consummation of the transactions herein for a period of
one year. 

(b) The Seller will indemnify and hold harmless the Purchaser
and each person, if any, who controls the Purchaser 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 Seller or Fitmedia set forth
herein; or (ii) the breach of any covenant or agreement of Seller or Fitmedia
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 the Purchaser. 
The Purchaser will
indemnify and hold harmless the Seller, and each person, if any, who controls
the Seller 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 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
Purchaser set forth herein; or (ii) the breach of any covenant or agreement of
Purchaser set forth herein. The indemnity set forth herein shall survive the
consummation of the transactions herein for a period of one year. 

ARTICLE VII 
MISCELLANEOUS PROVISIONS 

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6.01 Abandonment of Agreement. 
This Agreement may be
terminated and the transaction hereby contemplated abandoned at any time prior
to the Closing Date, whether before or after the approval and adoption hereof by
a party by (a) the mutual consent of the parties, (b) by Purchaser, if any
condition to his obligations provided in this Agreement has not been met at the
time such condition is to be met and has not been waived by him and (c) by the
Seller, if any condition to its obligations provided in this Agreement has not
been met at the time such condition is to be met and has not been waived by him.


6.02 Liability. 
In the event this Agreement is terminated
pursuant to Section 6.01, no party hereto shall have any liability to the other
and each party shall bear their own costs incurred.

6.03 Survival of Representations and Warranties. 
Seller and
the Purchaser agree all representations and warranties contained herein or made
hereunder shall survive until the first anniversary of the Closing, except that
any breach disclosed in writing to either party prior to Closing is waived by
such party if it elects to close notwithstanding such breach. 

6.04 Notices. 
All notices, demands and other
communications, which may or are required to be given pursuant to this Agreement
shall be given or made when personally delivered or when sent via overnight
delivery service, postage pre-paid, addressed as follows: 

If to Seller: 

7108 150A Street, Surrey 
British Columbia, Canada 

If to the Purchaser: 

Xian Zhong Zhen, Han Shan County,
 Chao Hu City, An Hui
Province 
People’s Republic of China 

6.05 Governing Law.
This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Delaware without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Delaware or of any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Delaware. 

6.06 Entire Agreement. 
This Agreement and Sections 11
through 13, inclusively, of the Letter of Intent, dated September 7, 2007,
constitute the entire agreement between the parties and supersede any prior
understandings, agreements, or representations by or between the parties,
written or oral, to the extent they related in any way to the subject matter
hereof. 

6.07. Successors and Assignment.
This Agreement shall be
binding upon and insure to the benefit of the parties named herein and their
respective successors and permitted assigns. No party may assign either this
Agreement or 

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any of its rights, interests, or obligations hereunder without
the prior written approval of the other party. 

6.09 No Third Party Beneficiaries.
This Agreement shall not
confer any rights or remedies upon any person other than the parties and their
respective successors and permitted assigns. 

6.10 Counterparts.
This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument. In addition, facsimile or
electronic signatures shall have the same legally binding effect as original
signatures. 

6.11 Headings. 
The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement. 

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above. 

ZHAO SHOU REN 

 

  /s/ Zhao Shou
Ren                  
(In
His Individual Capacity) 

TIMOTHY CROTTEY 

   /s/ Timothy
Crottey               
(In
His Individual Capacity) 

FITMEDIA INC. 

By      /s/ Timothy
Crottey       
Timothy Crottey
President 

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