Execution
      Copy

     

    ASSIGNMENT
      AND ASSUMPTION AGREEMENT

     

    ASSIGNMENT
      AND ASSUMPTION AGREEMENT, dated as of October 9, 2007 (this “Agreement”),
      by
      and between Omnia Luo Group Limited, a British Virgin Islands company (the
      “Assignor”),
      and
      Wentworth II, Inc., a Delaware Corporation (the “Assignee”).
      

     

    WITNESSETH

     

    WHEREAS
      the Assignor is a party to the agreements listed on Schedule A attached hereto
      (each, an “Agreement”
and,
      collectively, the “Agreements”);

     

    WHEREAS
      the Assignor has indicated an intention to assign its interests and obligations
      under the Agreements to the Assignee;

     

    WHEREAS
      the Assignee has agreed to become the successor to the Assignor under the
      Agreements; 

     

    NOW,
      THEREFORE, the parties hereto, for good and valuable consideration, the receipt
      and sufficiency of which is hereby acknowledged, hereby agree as
      follows:

     

    1. Assignment
      and Assumption:

     

    (a) The
      Assignor hereby grants, assigns, conveys, sets over and delivers to the Assignee
      and its successors and assigns all of its right, title and interest to, and
      its
      obligations under each of the Agreements.

     

    (b) In
      consideration of the assignment made herein to the Assignee, the Assignee hereby
      assumes and agrees to pay, perform and observe in full all covenants,
      agreements, and obligations of the Assignor under each of the
      Agreements.

     

    2. Successors
      and Assigns.
      This
      provisions of this Agreement shall inure to the benefit of, and be binding
      upon,
      the successors and assigns of the parties hereto. 

     

    3. Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement.

     

    4. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to the principles of conflicts of law
      thereof.

     

    [The
      remainder of this page is intentionally left blank.]

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered by their respective proper and duly authorized officers
      as of the day and year first above written in paragraph 1.

     

    
      	 	 	 
	 	
              OMNIA
                LUO GROUP LIMITED

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

            
	 	
              Title:
                

            


    

     

    
      	 	 	 
	 	
              WENTWORTH
                II, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

            
	 	
              Title:
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    SCHEDULE
      1

     

    1. Shareholders
      Agreement, dated as of December 15, 2006, by and among Omnia Luo Limited,
      Existing Shareholders (as such term is defined therein), and the Preferred
      Share
      Investors (as such term is defined therein), as modified and amended by those
      certain Amendment Agreements with the Preferred Share Investors, each dated
      as
      of October 4, 2007.

     

    2. Preferred
      Stock Purchase Agreement, dated as of December 15, 2006, by and among Omnia
      Luo
      Group Limited, Luo Zheng, and JAIC-Crosby Greater China Investment Fund Limited,
      as modified and amended by that certain Amendment Agreement with JAIC-Crosby
      Greater China Investment Fund Limited, dated as of October 4, 2007.

     

    3.
       Preferred
      Stock Purchase Agreements, dated as of December 15, 2006, by and among Omnia
      Luo
      Group Limited, Luo Zheng, and certain other purchasers of Preferred Shares
      of
      Omnia Luo Group Limited, as modified and amended by certain Amendment Agreements
      with such purchasers dated as of October 4, 2007.