Execution
        Copy

       

      FIRST
        AMENDMENT AGREEMENT

    

    (all
      non-Group A Preferred Share Investor Shareholders)

    


    This
      FIRST
      AMENDMENT AGREEMENT
      (this
“Amendment”)
      is
      entered into as of this 4th day of October, 2007 by and among Omnia Luo Group
      Limited, a British Virgin Islands company (the “Company”),
      Luo
      Zheng (PRC Identity Card No. 420102700621032) (the “Guarantor”),
      and
      certain holders of the Company’s Preferred Shares (as such term is defined
      herein) who are signatories to this Amendment (each a “Shareholder”
and,
      collectively, the “Shareholders”).
      

    


    This
      Amendment shall be effective upon the date and time (the “Effective
      Time”)
      which
      is the last to occur of the consummation of the Reverse Acquisition and 2007
      Private Placement (each as defined below). All defined terms used herein and
      not
      otherwise defined herein have their respective meanings as set forth in the
      Original Agreements (as defined below). This Amendment shall terminate and
      be of
      no force and effect if the Reverse Acquisition and 2007 Private Placement (each
      as defined below) shall not both have been consummated by December 31,
      2007.

     

    JAIC-CROSBY
      Greater China Investment Fund Limited, a Cayman Islands company (the
“Group
      A Preferred Share Investor”
or
      a
“Shareholder”),
      the
      lead investor in the Company’s Preferred Shares, and the holder of a majority of
      the Company’s Preferred Shares, is a signatory to a parallel amendment to the
      Original Agreements (as defined below) relating to the Group A Preferred Share
      Investor’s special rights under the Original Agreements, which parallel
      amendment, by reason of the Group A Preferred Share Investor’s rights under the
      Original Agreements and in consideration of its agreement to waive or modify
      them, provides the Group A Preferred Share Investor with certain additional
      benefits. 

    


    The
      holders of the Company’s Preferred Shares who are signatories to this Amendment,
      and the Group A Preferred Share Investor are each referred to as a “Shareholder”
and,
      collectively, as the “Shareholders.”
      

     

    RECITALS

    


    WHEREAS,
      the Shareholders,
      by
      purchase transactions consummated pursuant to individual preferred stock
      purchase agreements and a shareholders agreement dated as of December 15, 2006
      and December 20, 2006 (the “Original
      Agreements”),
      are
      the holders of an aggregate of 2,147 convertible preferred shares (the
“BVI
      Preferred Shares”)
      and
      detachable warrants to purchase up to $365,940 in ordinary shares (the
“BVI
      Warrants”),
      of
      the Company;
      and

    


    WHEREAS,
      each
      BVI
      Preferred Share was to be automatically converted upon the later to occur of
      a
“Qualified Listing” and “Qualified Offering”, and each of the BVI Warrants
      issued in connection with the issuance of BVI Preferred Shares is exercisable,
      at any time, commencing with the later to occur of a Qualified Listing and
      Qualified Offering, for a two-year period, in cash for the purchase of the
      Company’s ordinary shares, at a per share exercise price equal to the per share
      price paid pursuant to the next equity financing round of the Company following
      completion of the First Round Financing; and

    


    WHEREAS,
      the
      issuance of the BVI Preferred Shares constituted a First Round Financing (as
      defined in the Original Agreements); and 

    


    WHEREAS,
      the Company and its shareholders propose to enter into a binding share exchange
      agreement with Wentworth II, Inc., a Delaware corporation (the “Parent”)
      which
      when consummated, concurrently and conditional on the 2007 Private Placement(as
      defined herein) will result in a reverse acquisition of the Parent by the
      Company, in which the Company shall become a wholly-owned subsidiary of the
      Parent, and shareholders of the Company will exchange all of their shares of
      the
      Company for shares representing 93.75% of the issued and outstanding shares
      of
      the Parent (the “Reverse
      Acquisition”),
      and
      each of the BVI Warrants will be exchanged for new warrants to purchase common
      stock of the Parent, exercisable at any time during a two-year period commencing
      with the date on which there is an OTCBB quotation or NASDAQ listing of the
      Parent’s common stock, at the price per share of Parent common stock paid by
      investors in the 2007 Private Placement (as defined below), and otherwise
      containing terms substantially identical to the terms of the BVI Warrants;
      and


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    WHEREAS,
      concurrently with and conditional on the consummation of the Reverse
      Acquisition, the Parent will issue (i) not less than 3,200,000 shares and not
      more than 4,920,000 shares of the Parent’s common stock, and (ii) warrants to
      purchase an aggregate of not less than 3,200,000 shares and not more than
      4,920,000 of the Parent’s common stock, for an aggregate purchase price of $4 to
      $6.15 million, to several accredited investors in a private placement, with
      resale registration rights (the “2007 Private Placement”); and

    


    WHEREAS,
      the consummation of the proposed 2007 Private Placement will constitute a
“Qualified Offering”;
      and

    


    WHEREAS,
      the consummation of the Reverse Acquisition and 2007 Private Placement will
      confer substantial benefits upon the Shareholders; and

    


    WHEREAS,
      it is a condition of the 2007 Private Placement and Reverse Acquisition that
      all
      BVI Preferred Shares shall have converted to ordinary shares immediately prior
      to the consummation of the Reverse Acquisition and 2007 Private Placement;
      and

    


    WHEREAS,
      the parties acknowledge and agree that although the Company and the Parent
      will
      have obtained at the time of the closing of the Reverse Acquisition and 2007
      Private Placement a firm commitment of a registered market-maker who shall
      undertake responsibilities for the quotation of the Parent’s shares on the OTC
      Bulletin Board in the United States, and that such quotation shall extend to
      shares of common stock of the Parent representing at least 10% of the Company
      once such shares are registered for resale with the United States Securities
      and
      Exchange Commission or otherwise saleable under SEC Rule 144 or another
      available exemption from registration, nonetheless, they have a bona fide
      disagreement as to whether the Reverse Acquisition under such circumstances
      would or would not constitute a “Qualified Listing” under the terms of the
      Original Agreements, and wish to resolve such disagreement in a mutually
      beneficial manner; and 

    


    WHEREAS,
      in exchange for good and valuable consideration, the Company and each
      Shareholder are willing to modify certain provisions of the Original Agreements
      in order to facilitate mutually beneficial transactions.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the promises and mutual covenants contained
      herein, and in exchange for value received, the receipt and sufficiency of
      which
      is hereby acknowledged, the parties hereto hereby agree as follows, effective
      as
      of the Effective Time:

    


    1. Amendment. 

    


    (a) Deemed
      Qualified Listing and Qualified Exit.
      The (i)
      consummation of the Reverse Acquisition shall be deemed to constitute a
“Qualified Listing”
      under
      the Original Agreements,
      notwithstanding
      the absence of a public market price quotation for the common stock
      of the
      Parent immediately after the closing of such transactions, and (ii) the
      concurrent consummation of the Reverse Acquisition and the 2007 Private
      Placement shall be collectively
      deemed to constitute the closing of a “Qualified Exit” under the Original
      Agreements, except
      that the provisions of Section 7.7 (Put Right) of the Shareholders Agreement
      shall remain in effect, as modified hereby and by separate agreement of the
      Company, the Guarantor and the Group A Preferred Share Investor. 

     

    
      
        
        

      

      
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    (b) New
      Registration Rights.
      In lieu
      of and in substitution for all existing registration rights, each of the
      Shareholders shall be granted registration rights with respect to the shares
      of
      common stock and the shares of common stock issuable upon exercise of the
      warrants (collectively, the “Shareholder
      Shares”),
      to be
      issued to them in the Reverse Acquisition substantially identical to those
      to be
      granted to, and pari
      passu
      with,
      purchasers of the Parent’s common stock and warrants in the 2007 Private
      Placement (including that any cutbacks due to SEC Rule 415 limits shall be
      borne
pro
      rata
      among
      all Shareholders and investors in the 2007 Private Placement based on the number
      of shares sought to be registered), including
      that the
      initial registration statement covering the Shareholder Shares shall be filed
      at
      the expense of the Parent within 30 days following the closing of the 2007
      Private Placement, and that if the initial registration
      statement does not become effective by the Effectiveness Date, for any reason
      other than by reason of SEC staff comments limiting the number of Shareholder
      Shares to be registered for resale (as a result of Rule 415 or other reason),
      or
      if the Company fails to maintain the effectiveness of such initial registration
      statement for any reason, the Company will be required to pay Shareholders
      an
      amount equal to 1% of the original purchase price of each BVI Preferred Share
      represented by shares of common stock held by Shareholders on the Effectiveness
      Date or the first day of such failure to maintain the effectiveness of the
      initial registration statement, as the case may be, and for every 30 day period
      (or part) after the relevant date, in each case until the initial registration
      statement is declared effective or the failure to maintain the effectiveness
      of
      the initial registration statement is cured, up to a maximum of 10% (the
“Registration
      Delay Payments”),
      and in
      the event that any Registration Delay Payments are not made on time, such
      Registration Delay Payments shall bear interest at a rate of 1.5% per month
      until paid in full. The Shareholders and the Parent shall enter into a
      counterpart copy of the form of registration rights agreement between the Parent
      and purchasers in the 2007 Private Placement (the “Registration
      Rights Agreement”)
      no
      later than the closing of Reverse Acquisition, at which time such registration
      rights agreement shall supersede the provisions of this subsection (c) of this
      Amendment.

    


    (c) Reporting
      Obligations.
      The
      Registration Delay Payments shall also apply to any failure by the Parent to
      comply with the reporting obligations of the US federal securities laws such
      as
      to make Rule 144 under the Securities Act (or any similar rule or rules then
      in
      effect) unavailable to a Shareholder, to the extent that a Shareholder’s
      Shareholders Shares cannot be resold except in reliance on such
      Rule.

    


    (d) Amendment
      of Put Right of Group A Preferred Share Investor.
      Each
      Shareholder acknowledges that Section 7.7 of the Shareholders Agreement, which
      provides for certain Put rights solely to the Group A Preferred Share Investor,
      is being amended as set forth in the separate parallel agreement between the
      Group A Preferred Share Investor, the Company and the Guarantor, in part to
      eliminate any Company Put obligation, and agrees to such amendment.

    


    (f) Adjustments
      for Group A Preferred Share Investor.
      Each
      Shareholder acknowledges that it is aware that the Group A Preferred Share
      Investor has certain existing special rights pursuant to Section
      7.7 of the Shareholders Agreement,
      Clause
      7A(i)(1) of Schedule 2 of the Preferred Stock Purchase Agreement or Clause
      7A(i)
      of the Memorandum, and pursuant to Clause 7A(j) of Schedule 2 of the Preferred
      Stock Purchase Agreement or Clause 7A(j) of the Memorandum, and that it has
      been
      informed that the Group A Preferred Share Investor therefore (i) will receive
      an
      additional 149,884 shares of common stock of the Parent, as consideration for
      releasing or modifying such rights, and (ii) may receive a retroactive
      adjustment to its conversion ratio under certain conditions if there is an
      issuance or transfer of shares of the Parent’s common stock pursuant to either
      (a) Section 4.13 of the Securities Purchase Agreement relating to the 2007
      Private Placement (the “SPA”),
      or (b)
      Section 4.11 of the SPA, the effect of which, had such issuances or transfers
      occurred simultaneous with the closing of the 2007 Private Placement, would
      have
      caused the Actual Pre-Money Offering Valuation calculated pursuant to Sub-Clause
      7A(i)(1) of Schedule 2 of the Preferred Stock Purchase Agreement or Clause
      7A of
      the Memorandum to be an amount less than US$22.4 million. 

     

    
      
        
        

      

      
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    (g) Termination
      of Certain Shareholder Agreement Provisions.
      All of
      the terms and conditions of the Shareholder Agreement, other than Section 7.7
      (Put Right) and Sections 10 and 11 as they may relate to Section 7.7, shall
      be
      terminated in all respects, including, without limitation, Sections 3.3
      (Pre-emptive Rights), 5 (Governance), 6 (Information Rights), 7.2 (Rights of
      First Offer), 7.3 (Tag-Along Rights), 7.4 (Company Sale Rights), 7.6 (Redemption
      Right), and 8 (Registration Rights).

     

    (h) Termination
      of Certain Preferred Stock Purchase Agreement Provisions. The
      following terms and provisions of each Preferred Stock Purchase Agreement shall
      be terminated in all respects: Sections 4.2, 4.3 and 5.14. 

    


    2.
       Implementation;
      Assumption by Parent. Each
      of
      the Shareholders and the Company hereby agree (i) that upon the Effective Time,
      the Shareholder shall be deemed to have consented to any amendment of the
      Memorandum and Articles and its individual Purchase Agreement as of the closing
      of the Reverse Acquisition required or appropriate to conform to and fully
      reflect this Amendment, and (ii) to take such action and execute such
      agreements, documents and filings as may be necessary under applicable law
      or
      regulation implement the foregoing, such that Memorandum and Articles and the
      individual Share holder’s Purchase Agreement shall, to the extent required or
      appropriate, conform to and fully reflect this Amendment. The Company further
      agrees that it will not consummate the Reverse Acquisition unless the Parent
      no
      later than the closing of the Reverse Acquisition enters into an Assignment
      and
      Assumption Agreement substantially in the form attached hereto as Exhibit A
      pursuant to which the Company will assign and transfer to the Parent, and the
      Parent will assume, at the Effective Time, all of the obligations of the Company
      under the Original Agreements, as modified by this Amendment.  

    


    3. Entry
      into Exchange and Reverse Acquisition; Exchange of Warrants; Conversion
      Notice.  

    


    (a) Each
      Shareholder agrees
      that it will enter into a definitive Share Exchange Agreement (the “SEA”)
      effectuating the Reverse Acquisition in the form of the draft SEA attached
      to
      this Amendment, provided all other Shareholders enter into the SEA and the
      terms
      of the definitive SEA (i) do not adversely affect the terms of this Amendment,
      and (ii) provide for (x) conversion of each BVI Preferred Share into ordinary
      shares of the Company immediately prior to the closing of the Reverse
      Acquisition without further action or consent of the Shareholder, and exchange
      without further action or consent of the Shareholder of each such ordinary
      share
      of the Company into 319.8294 shares of common stock of the Parent, and (y)
      exchange, in the closing of the Reverse Acquisition, without further action
      or
      consent of the Shareholder,
      of
      all
      BVI Warrants issued to the Shareholder for warrants to purchase an aggregate
      of
      that number of shares of common stock of the Parent equal to the dollar amount
      of the Shareholder’s BVI Warrants divided by $1.25, exercisable
      at any time during a two-year period commencing with the date on which there
      is
      an OTCBB quotation or NASDAQ listing of the Parent’s common stock, at the price
      per share of Parent common stock paid by investors in the 2007 Private
      Placement.
      

    


    (b) Each
      Shareholder further
      waives any other requirement of prior notice of conversion of its Preferred
      Shares into the Company’s ordinary shares and agrees
      that this Amendment and the SEA shall together constitute any required notice
      or
      agreement of conversion of its Preferred Shares into ordinary shares, provided,
      however, that the Shareholder shall deliver such notice of conversion, not
      inconsistent with this Amendment and the SEA, as may reasonably be required
      by
      the Company, its corporate service agent or its counsel to fully and properly
      reflect such conversion on the books and records of the Company 

     

    
      
        
        

      

      
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    4. Counterparts.
      This
      Amendment may be executed in several counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      instrument.

    


    5. Governing
      Law. This
      Amendment shall be governed by and construed in accordance with the laws of
      the
      Hong Kong Special Administrative Region of the People’s Republic of China,
      without giving effect to the conflicts of laws rules thereof.

    


    [Remainder
      of Page Intentionally Left Blank]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, each of the undersigned has duly executed this Amendment as
      of
      the date first written above.

    


    OMNIA
      LUO GROUP LIMITED

    


    
      	By:   	 
	
              
                

              

              Name:

            	 
	
              
                

              

              Title:

              
                

              

            	 


    

      

    LUO
      ZHENG

    
      


      
        	By:   	 
	
                
                  

                

                Name:

              	 
	
                
                  

                

                 

              	 


      

        

    

    CHEUNG
      FUNG NGOR

    
      


      
        	By:   	 
	
                
                  

                

                Name:

              	 
	
                
                  

                

                 

              	 


      

    

     

    LAW
      LAI PING CINDY & CHENG CHUN HUNG

    
      


      
        	By:   	 
	
                
                  

                

                Name:

              	 
	
                
                  

                

                 

              	 



    

     

    RICHARD
      J. BELL

    
      


      
        	By:   	 
	
                
                  

                

                Name:

              	 
	
                
                  

                

                 

              	 


      

    

    


    ROBERT
      S. SEARLE


    
      


      
        	By:   	 
	
                
                  

                

                Name:

              	 
	
                
                  

                

                 

              	 


      

    

    


    WILLARD
      T. WOLFF

    
      


      
        	By:   	 
	
                
                  

                

                Name:

              	 
	
                
                  

                

                 

              	 


      

    

     

    
      
        
        

      

      
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