Execution
        Copy

    

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of October 9, 2007, by and among Wentworth II, Inc., a Delaware
      corporation, and all predecessors thereto (collectively, the “Company”),
      and
      the investors identified on the signature pages hereto (each, an “Investor”
      and
      collectively, the “Investors”).

     

    WHEREAS,
      on October 9, 2007, the Company entered into a Share Exchange Agreement, which
      will be attached to the Company’s Current Report on Form 8-K under the U.S.
      Securities Exchange Act of 1934, as amended (the “Exchange
      Agreement”),
      with
      Omnia Luo Group Limited, a British Virgin Islands company (“Omnia”),
      pursuant to which the Company will, subject to the terms and conditions thereof,
      acquire all of the equity interest of Omnia and, indirectly, all of Omnia’s
      subsidiaries, in exchange for 93.75% of the Common Stock on a fully diluted
      basis as of the time of the closing of the exchange under the Exchange Agreement
      and as of the Closing under this Agreement (the “Exchange”).
      

     

    WHEREAS,
      the closing of the Exchange is conditioned, among other things, on the
      concurrent consummation of the financing contemplated by this
      Agreement.

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and the
      Transaction Documents and pursuant to exemptions from registration under the
      Securities Act (as defined below), the Company desires to issue and sell to
      each
      Investor, and each Investor, severally and not jointly, desires to purchase
      from
      the Company, an aggregate of not less than 160 and not more than 240 units
      (each, a “Unit”),
      each
      Unit in the principal amount of $25,000 and consisting of 20,000 shares of
      the
      Company’s Common Stock (as defined in Section
      1.1),
      and a
      Warrant (as defined in Section
      1.1)
      to
      purchase 20,000 shares of the Company’s Common Stock, as more fully described in
      this Agreement and the other Transaction Documents.

     

    WHEREAS,
      the Company shall issue to the Agent (as defined in Section 1.1)
      warrants to purchase up to 10% of the number of shares of Common Stock sold
      pursuant to this Agreement, which shall be exercisable, on a net-issuance or
      cashless basis, at any time at a price equal to 125% of the Per Unit Purchase
      Price (as defined in Section
      1.1),
      and
      which will have registration rights similar to the registration rights afforded
      to the Investors under the Transaction Documents.

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and the Investors agree as
      follows:

     

    ARTICLE
      1.

    DEFINITIONS

     

    1.1. Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, for all purposes
      of
      this Agreement, the following terms shall have the meanings indicated in this
      Section
      1.1:

     

    “2007
      Adjusted Income”
      has the
      meaning set forth in Section
      4.11.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “2007
      Annual Report”
      has the
      meaning set forth in Section
      4.11.

     

    “2007
      Guaranteed ATNI” has
      the
      meaning set forth in Section
      4.11.

     

    “2007
      Make Good Shares” has
      the
      meaning set forth in Section
      4.11.

     

    “2008
      Adjusted Income”
      has the
      meaning set forth in Section
      4.11.

     

    “2008
      Annual Report”
      has the
      meaning set forth in Section
      4.11.

     

    “2008
      Guaranteed ATNI” has
      the
      meaning set forth in Section
      4.11.

     

    “2008
      Make Good Shares” has
      the
      meaning set forth in Section
      4.11. 

     

    “Action”
      means
      any action, suit, inquiry, notice of violation, proceeding (including any
      partial proceeding such as a deposition) or investigation pending or threatened
      in writing against or affecting the Company, any Subsidiary or any of their
      respective properties before or by any court, arbitrator, governmental or
      administrative agency, regulatory authority (federal, state, county, local
      or
      foreign), stock market, stock exchange or trading facility.

     

    “Agent”
      means
      Keating Securities, LLC and such other soliciting dealers as Keating Securities,
      LLC may have designated as additional selling agents in connection with the
      offer and sale of the Securities.

     

    “Agent
      Shares”
      means
      the Common Stock issuable upon exercise of the Agent Warrants.

     

    “Agent
      Warrants”
      means
      the warrants to purchase Common Stock of the Company issued to the Agent
      pursuant to the Placement Agent Agreement between the Company and the Agent,
      dated as of September 14, 2007.

     

    “Agreement”
      has the
      meaning set forth in the preamble.

     

    “Affiliate”
      means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person, as such
      terms are used in and construed under Rule 144.

     

    “Business
      Day”
      means
      any day except Saturday, Sunday and any day which is a federal legal holiday
      or
      a day on which banking institutions in the State of New York or the province
      of
[Guangdong]
      in the
      People’s Republic of China are authorized or required by law or other
      governmental action to close.

     

    “Buy-In”
      has
      the
      meaning set forth in Section
      4.1(c).

     

    “BVI
      Preferred Shares”
      means
      the 808,529 shares of Common Stock issued by the Company in exchange for
      ordinary shares of Omnia issued upon conversion of Omnia preferred shares,
      and
      the additional 149,884 shares of Common Stock, transferred by a Company
      principal stockholder or issued by the Company, to a former holder of Omnia
      preferred shares in consideration of its agreement to waive or modify certain
      contractual rights.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “BVI
      Warrant Shares”
      means
      the shares of Common Stock (initially, up to 292,752 shares) issuable upon
      exercise of warrants issued by the Company in exchange for warrants to purchase
      ordinary shares of Omnia.

     

    “Closing”
      means
      the closing of the purchase and sale of the Securities pursuant to Article
      II.

     

    “Closing
      Date”
      means
      the Business Day on which all of the conditions set forth in Sections
      5.1
      and
5.2
      hereof
      are satisfied, or such other date as the parties may agree.

     

    "Closing
      Escrow Agreement"
      means
      the Closing Escrow Agreement, dated as of the date hereof, between the Company
      and the escrow agent (the “Escrow
      Agent”)
      identified therein, in the form of Exhibit
      C
      hereto.

     

    “Commission”
      means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
      means
      the common stock of the Company, par value $0.01 per share, and any securities
      into which such common stock may hereafter be reclassified or for which it
      may
      be exchanged as a class.

     

    “Common
      Stock Equivalents”
      means
      any securities of the Company or any Subsidiary which entitle the holder thereof
      to acquire Common Stock at any time, including without limitation, any debt,
      preferred stock, rights, options, warrants or other instrument that is at any
      time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock or other securities that entitle the holder
      to
      receive, directly or indirectly, Common Stock.

     

    “Company”
      has the
      meaning set forth in the preamble hereto.

     

    “Company
      Counsel”
      means
      Thelen Reid Brown Raysman and Steiner LLP.

     

    “Company
      Deliverables”
      has the
      meaning set forth in Section
      2.2(a).

     

    “Disclosure
      Materials”
      has the
      meaning set forth in Section
      3.1(g).

     

    “Effective
      Date”
      means,
      as to a Registration Statement, the date on which such Registration Statement
      is
      first declared effective by the Commission.

     

    “Escrow
      Shares”
      means
      the aggregate shares Common Stock owned by the Make Good Pledgors that are
      placed into escrow pursuant to the Make Good Escrow Agreement, which shall
      represent approximately 19.79% of the Company’s total post-Exchange issued and
      outstanding shares (but before reflecting the additional issued and outstanding
      shares offered pursuant to this Agreement).

     

    “Evaluation
      Date” has
      the
      meaning set forth in Section
      3.1(q).

     

    
      
        
        

      

      
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    “Exchange”
      has the
      meaning set forth in the recitals hereto.

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended.

     

    “Exchange
      Agreement”
      has the
      meaning set forth in the recitals hereto.

     

    “Exempt
      Issuance”
means
      the issuance of: 

     

    (a)
      shares of Common Stock or options to employees, officers or independent
      directors of the Company pursuant to any stock or option plan duly approved
      by
      the Company’s stockholders, provided such issuances are approved by the Board of
      Directors of the Company or a majority of the members of a committee of
      directors established for such purpose, but including therein the approval
      of a
      majority of the independent directors on the Board or such committee:


     

    (b)
      securities upon the exercise or exchange of or conversion of any Securities
      issued hereunder or to any placement agents in connection with the transactions
      contemplated hereby and/or securities exercisable or exchangeable for or
      convertible into shares of Common Stock issued and outstanding on the date
      of
      this Agreement, provided that such securities have not been amended since the
      date of this Agreement to increase the number of such securities or to decrease
      the exercise, exchange or conversion price of any such securities; or


     

    (c)
      securities issued pursuant to acquisitions or strategic transactions, provided
      any such issuance shall only be to a Person that is, itself or through its
      subsidiaries, an operating company in a business synergistic with the business
      of the Company and in which the Company receives benefits in addition to the
      investment of funds, but shall not include a transaction in which the Company
      is
      issuing securities primarily for the purpose of raising capital or to an entity
      whose primary business is investing in securities.

     

    “Intellectual
      Property Rights”
      has the
      meaning set forth in Section
      3.1(n).

     

    “Investment
      Amount”
      means,
      with respect to each Investor, the Investment Amount indicated on such
      Investor’s signature page to this Agreement.

     

    “Investor”
      or
      “Investors”
      has the
      meaning set forth in the preamble.

     

    “Investors’
      Deliverables”
      has the
      meaning set forth in Section
      2.2(b).

     

    “Investor
      Party” or
      “Investor
      Parties”
      has the
      meaning set forth in Section
      4.6.

     

    “Lien”
      means
      any lien, charge, encumbrance, security interest, right of first refusal, right
      of participation or other restrictions of any kind.

     

    “Losses”
      means
      any loss, liability, obligation, claim, contingency, damage, cost or expense,
      including all judgments, amounts paid in settlements, court costs and reasonable
      attorneys’ fees and costs of investigation related thereto.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Make
      Good Escrow Agreement” means
      the
      Make Good Escrow Agreement, dated as of the date hereof, among the Company,
      Corporate Stock Transfer, Inc., as escrow agent (the “Make
      Good Escrow Agent”)
      and Ms.
      Zheng Luo and Ms. Kong Amy Wai Man Ng, in the form of Exhibit
      D
      hereto.

     

    “Make
      Good Pledgors” means
      Ms.
      Zheng Luo and Ms. Kong Amy Wai Man Ng.

     

    “Material
      Adverse Effect”
      means
      any of (i) a material and adverse effect on the legality, validity or
      enforceability of any Transaction Document, (ii) a material and adverse effect
      on the results of operations, assets, prospects, business or condition
      (financial or otherwise) of the Company and the Subsidiaries, taken as a whole,
      or (iii) an adverse impairment to the Company’s ability to perform on a timely
      basis its obligations under any Transaction Document.

     

    “New
      York Courts”
      means
      the state and federal courts sitting in the City of New York, Borough of
      Manhattan.

     

    “Omnia”
      has the
      meaning set forth in the recitals hereto.

     

    “Omnia
      Financial Statements”
means
      the audited financial statements for the fiscal year ended December 31, 2006
      (collectively, the “Omnia
      Financial Statements”).

     

    “Outside
      Date”
      means
      the sixtieth 60th
      day
      following the date of this Agreement.

     

    “Per
      Unit Purchase Price”
      equals
      $1.25.

     

    “Person”
      means an
      individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Registration
      Rights Agreement”
      means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and the Investors, substantially in the form of Exhibit
      A
      hereto.

     

    “Registration
      Statement”
      means a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Investors of the
      Securities.

     

    “Rule
      144”
      means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

     

    “SEC
      Reports”
      has the
      meaning set forth in Section
      3.1(h).

     

    
      
        
        

      

      
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    “Securities”
      means
      the Shares, the Warrants and the Warrant Shares.

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended.

     

    “Share
      Delivery Date”
      has the
      meaning set forth in Section
      4.1(c).

     

    “Shares”
      means
      the shares of Common Stock being offered and sold to the Investors by the
      Company hereunder.

     

    “Short
      Sales”
      include,
      without limitation, all “short sales” as defined in Rule 200 promulgated under
      Regulation SHO under the Exchange Act and all types of direct and indirect
      stock
      pledges, forward sale contracts, options, puts, calls, swaps and similar
      arrangements (including on a total return basis), and sales and other
      transactions through non-US broker dealers or foreign regulated
      brokers.

     

    “Subsidiary”
      means
      any “significant subsidiary” as defined in Rule 1-02(w) of the Regulation S-X
      promulgated by the Commission under the Exchange Act.

     

    “Third
      Party Purchaser”
has
      the
      meaning set forth in Section 4.13 hereof.

     

    “Trading
      Day”
      means
      (i) a day on which the Common Stock is traded on a Trading Market (other than
      the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading
      Market (other than the OTC Bulletin Board), a day on which the Common Stock
      is
      traded in the over-the-counter market, as reported by the OTC Bulletin Board,
      or
      (iii) if the Common Stock is not quoted on any Trading Market, a day on which
      the Common Stock is quoted in the over-the-counter market as reported by the
      Pink Sheets LLC (or any similar organization or agency succeeding to its
      functions of reporting prices); provided, that in the event that the Common
      Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then
      Trading Day shall mean a Business Day.

     

    “Trading
      Market”
      means
      whichever of the New York Stock Exchange, the American Stock Exchange, the
      NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital
      Market, OTC Bulletin Board or Pink Sheets LLC on which the Common Stock is
      listed or quoted for trading on the date in question.

     

    “Transaction
      Documents”
      means
      this Agreement, the Registration Rights Agreement, the Warrants, the Closing
      Escrow Agreement, Make Good Escrow Agreement and any other documents or
      agreements executed in connection with the transactions contemplated
      hereunder.

     

    “Unit”
      has the
      meaning set forth in the recitals hereto.

     

    “U.
      S. GAAP”
      means
      U.S. generally accepted accounting principles.

     

    “Warrants”
      means
      the
      Common Stock purchase warrants in the form of Exhibit
      B,
      which
      are issuable to the Investors at the Closing.

     

    “Warrant
      Shares” has
      the
      meaning set forth in Section 2.2(a)(ii) hereof.

     

    
      
        
        

      

      
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    “Wentworth
      II Shares”
      means
      the 400,000 shares of Common Stock issued in January 2007 to investors in the
      Company.

     

    ARTICLE
      2.

    PURCHASE
      AND SALE

     

    2.1. Closing.
      Subject
      to the terms and conditions set forth in this Agreement, at the Closing the
      Company shall issue and sell to each Investor, and each Investor shall,
      severally and not jointly, purchase from the Company, the Shares and Warrants
      representing such Investor’s Investment Amount. The Closing shall take place at
      the offices of Thelen Reid Brown Raysman & Steiner LLP, 875 Third Avenue,
      New York, New York 10022 on the Closing Date or at such other location or time
      as the parties may agree.

     

    2.2. Closing
      Deliveries.
      i)
      At the
      Closing, the Company shall deliver or cause to be delivered to each Investor
      the
      following (the “Company
      Deliverables”):

     

    (i) a
      certificate evidencing a number of Shares equal to such Investor’s Investment
      Amount divided by the Per Unit Purchase Price, registered in the name of such
      Investor;

     

    (ii) a
      Warrant, registered in the name of such Investor, pursuant to which such
      Investor shall have the right to acquire the number of shares of Common Stock
      equal to 100% of the number of Shares issuable to such Investor pursuant to
      Section
      2.2(a)(i),
      at an
      exercise price per share that is equal to 125% of the Per Unit Purchase Price
      (the “Warrant
      Shares”);

     

    (iii) the
      Closing Escrow Agreement, duly executed by all parties thereto;

     

    (iv) the
      Make
      Good Escrow Agreement, duly executed by all parties thereto;

     

    (v) the
      legal
      opinion of Company Counsel, in agreed form, addressed to the Investors;


     

    (vi) the
      Registration Rights Agreement, duly executed by the Company; and

     

    (vii) a
      certificate executed by the Company’s chief executive officer and chief
      financial officer, confirming the continued truth and correctness in all
      material respects (except as to those representations and warranties qualified
      by materiality, as to which the confirmation shall be as to their continued
      truth and correctness) as of the Closing Date of the Company’s representations
      and warranties made in Article 3
      hereof;

     

    (viii) a
      certificate of the secretary of the Company, attaching a recent copy of the
      certificate of incorporation certified by the Secretary of State of the State
      of
      Delaware and a good standing certificate as of a date not more than three days
      prior to the Closing, copies of the by-laws of the Company and resolutions
      of
      the board of directors, which the secretary of the Company has certified as
      true
      and correct copies in full force and effect as of the Closing;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) At
      the
      Closing, each Investor shall deliver or cause to be delivered the following
      (collectively, the “Investors’
      Deliverables”):

     

    (i) to
      the
      Escrow Agent for deposit and disbursement in accordance with the Closing Escrow
      Agreement, its Investment Amount, in United States dollars and in immediately
      available funds, by wire transfer to an account designated in writing by the
      Company for such purpose; and

     

    (ii) to
      the
      Company, the Registration Rights Agreement, duly executed by such
      Investor.

     

    ARTICLE
      3.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1. Representations
      and Warranties of the Company.
      The
      Company hereby makes the following representations
      and warranties
      to each
      Investor with the intention and understanding that, as to matters pertaining
      to
      Omnia and its subsidiaries and the Exchange, such representations and warranties
      are made as of the Closing Date and assuming that the Exchange shall have been
      consummated immediately prior to the Closing:

     

    (a) Subsidiaries.
      The
      Company has no direct or indirect Subsidiaries other than as specified in the
      Schedule
      3.1(a).
      Except
      as disclosed in Schedule
      3.1(a),
      the
      Company owns, directly or indirectly, all of the capital stock or other equity
      of such Subsidiary free and clear of any and all Liens, and all the issued
      and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable. As of the Closing, the Company shall own 100%
      of
      the capital stock of Omnia in accordance with the Exchange Agreement, free
      and
      clear of all Liens. The term “Subsidiaries” shall be deemed to include Omnia and
      its subsidiaries as if the Exchange shall have been consummated as of the time
      of the execution of this Agreement, with the effect that all references to
      Subsidiaries of the Company in this Agreement shall also refer to Omnia and
      its
      subsidiaries. 

     

    (b) Organization
      and Qualification.
      The
      Company and each Subsidiary are duly organized, validly existing and in good
      standing under the laws of the jurisdiction of its organization, with the
      requisite power and authority to own and use its properties and assets and
      to
      carry on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation of any of the provisions of its respective
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. The Company and each Subsidiary are duly qualified to conduct
      its respective businesses and are in good standing as a foreign corporation
      or
      other entity in each jurisdiction in which the nature of the business conducted
      or property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing, as the case may be, could not,
      individually or in the aggregate, have or reasonably be expected to result
      in a
      Material Adverse Effect.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (c) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations thereunder. The execution and
      delivery of each of the Transaction Documents by the Company and the
      consummation by it of the transactions contemplated thereby have been duly
      authorized by all necessary action on the part of the Company and no further
      action is required by the Company in connection therewith. Each Transaction
      Document has been (or upon delivery will have been) duly executed by the Company
      and, when delivered in accordance with the terms hereof, will constitute the
      valid and binding obligation of the Company , enforceable against the Company
      in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general
      application.

     

    (d) No
      Conflicts; Filings, Consents and Approvals; Regulatory Permits.

     

    (A) Except
      as
      set forth on Schedule
      3.1(d),
      the
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated thereby
      do
      not and will not (i) conflict with or violate any provision of the Company’s or
      any Subsidiary’s certificate or articles of incorporation, bylaws or other
      organizational or charter documents, or (ii) conflict with, or constitute a
      default (or an event that with notice or lapse of time or both would become
      a
      default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or both)
      of,
      any material agreement, lease, license, indenture, note, bond, permit,
      concession, franchise or other instrument (evidencing a Company or Subsidiary
      debt or otherwise) or other understanding to which the Company or any Subsidiary
      is a party or by which any property or asset of the Company or any Subsidiary
      is
      bound or affected, or (iii) result in a violation of any law, rule, regulation,
      order, judgment, injunction, decree or other restriction of any court or
      governmental authority to which the Company or a Subsidiary is subject
      (including federal and state securities laws and regulations), or by which
      any
      property or asset of the Company or a Subsidiary is bound or affected; except
      in
      the case of each of clauses (ii) and (iii), such as could not, individually
      or
      in the aggregate, have or reasonably be expected to result in a Material Adverse
      Effect. 

     

    (B) Except
      as
      set forth on Schedule
      3.1(d),
      the
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any United
      States or People’s Republic of China court or other federal, state, local or
      other governmental authority or other Person in connection with the execution,
      delivery and performance by the Company of the Transaction Documents, other
      than
      (i) the filing with the Commission of one or more Registration Statements in
      accordance with the requirements of the Registration Rights Agreement, (ii)
      filings required by state securities laws, (iii) the filing of a Notice of
      Sale
      of Securities on Form D with the Commission under Regulation D of the Securities
      Act, (iv) the filings required in accordance with Section
      4.5
      hereof,
      and (v) those that have been made or obtained prior to the date of this
      Agreement. The Company and the Subsidiaries possess all certificates,
      authorizations and permits issued by the appropriate federal, state, local
      or
      foreign regulatory authorities necessary to conduct their respective businesses,
      except where the failure to possess such permits could not, individually or
      in
      the aggregate, have or reasonably be expected to result in a Material Adverse
      Effect, and neither the Company nor any Subsidiary has received any notice
      of
      proceedings relating to the revocation or modification of any such
      permits.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (e) Issuance
      of the Shares.
      The
      Securities have been duly authorized and, when issued and paid for in accordance
      with the Transaction Documents, will be duly and validly issued, fully paid
      and
      nonassessable, free and clear of all Liens. The Company has reserved from its
      duly authorized capital stock the shares of Common Stock issuable pursuant
      to
      this Agreement and the Warrants in order to issue the Shares and the Warrant
      Shares. 

     

    (f) Capitalization.
      The
      number of shares and type of all authorized, issued and outstanding capital
      stock of the Company, and all shares of Common Stock reserved for issuance
      under
      the Company’s various option and incentive plans, is set forth in the SEC
      Reports or as set forth in Schedule
      3.1(f).
      Except
      as specified in the SEC Reports or in Schedule
      3.1(f),
      no
      securities of the Company are entitled to preemptive or similar rights, and
      no
      Person has any right of first refusal, preemptive right, right of participation,
      or any similar right to participate in the transactions contemplated by the
      Transaction Documents. Except as specified in the SEC Reports or in Schedule
      3.1(f),
      there
      are no outstanding options, warrants, rights to subscribe to, calls or
      commitments of any character whatsoever relating to, or securities, rights
      or
      obligations convertible into or exchangeable for, or giving any Person any
      right
      to subscribe for or to acquire, any shares of Common Stock, or contracts,
      commitments, understandings or arrangements by which the Company or any
      Subsidiary is or may become bound to issue additional shares of Common Stock,
      or
      securities or rights convertible or exchangeable into shares of Common Stock.
      The issue and sale of the Securities hereunder will not, immediately or with
      the
      passage of time, obligate the Company to issue shares of Common Stock or other
      securities to any Person (other than the Investors) and will not result in
      a
      right of any holder of Company securities to adjust the exercise, conversion,
      exchange or reset price under such securities.

     

    (g) SEC
      Reports; Financial Statements.
      To the
      knowledge of the Company, the Company has filed all reports required to be
      filed
      by it under the Securities Act and the Exchange Act, including pursuant to
      Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof
      (or such shorter period as the Company was required by law to file such
      reports), including, for this purpose, the current report on Form 8-K that
      is
      being filed by the Company on or about the date hereof to disclose the
      transactions contemplated hereby and by the Exchange Agreement (the foregoing
      materials being collectively referred to herein as the “SEC
      Reports”
      and,
      together with the Schedules to this Agreement (if any), the “Disclosure
      Materials”)
      on a
      timely basis or has timely filed a valid extension of such time of filing and
      has filed any such SEC Reports prior to the expiration of any such extension.
      As
      of their respective dates, the SEC Reports complied in all material respects
      with the requirements of the Securities Act and the Exchange Act and the rules
      and regulations of the Commission promulgated thereunder, and none of the SEC
      Reports, when filed, contained any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or necessary
      in
      order to make the statements therein, in light of the circumstances under which
      they were made, not misleading. The financial statements of the Company included
      in the SEC Reports comply in all material respects with applicable accounting
      requirements and the rules and regulations of the Commission with respect
      thereto as in effect at the time of filing. Such financial statements have
      been
      prepared in accordance with U.S. GAAP applied on a consistent basis during
      the
      periods involved, except as may be otherwise specified in such financial
      statements or the notes thereto, and fairly present in all material respects
      the
      financial position of the Company and its consolidated Subsidiaries as of and
      for the dates thereof and the results of operations and cash flows for the
      periods then ended, subject, in the case of unaudited statements, to normal,
      immaterial, year-end audit adjustments. The Omnia Financial Statements have
      been
      prepared in accordance with U.S. GAAP applied on a consistent basis during
      the
      periods involved, except as may be otherwise specified in such financial
      statements or the notes thereto, and fairly present in all material respects
      the
      financial position of Omnia and its consolidated Subsidiaries as of and for
      the
      dates thereof and the results of operations and cash flows for the periods
      then
      ended, subject, in the case of unaudited statements, to normal, immaterial,
      year-end audit adjustments.

     

    
      
        
        

      

      
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    (h) Press
      Releases.
      The
      press releases disseminated by the Company during the twelve months preceding
      the date of this Agreement taken as a whole do not contain any untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary in order to make the statements therein, in light of the
      circumstances under which they were made and when made, not
      misleading.

     

    (i) Material
      Changes.
      Except
      as disclosed in the SEC Reports or Omnia Financial Statements, since December
      31, 2006, except as specifically disclosed in the SEC Reports or as set forth
      in
Schedule
      3.1(i)
      and
      except as arising as a result of the transactions contemplated by the
      Transaction Documents, including, as a result of the acquisition of Omnia,
      (i)
      there has been no event, occurrence or development that has had or that could
      reasonably be expected to result in a Material Adverse Effect, (ii) the Company
      has not incurred any liabilities (contingent or otherwise) other than (A) trade
      payables, accrued expenses and other liabilities incurred in the ordinary course
      of business consistent with past practice and (B) liabilities not required
      to be
      reflected in the Company’s financial statements pursuant to U.S. GAAP or
      required to be disclosed in filings made with the Commission, (iii) the Company
      has not altered its method of accounting or the identity of its auditors, (iv)
      the Company has not declared or made any dividend or distribution of cash or
      other property to its stockholders or purchased, redeemed or made any agreements
      to purchase or redeem any shares of its capital stock, and (v) the Company
      has
      not issued any equity securities to any officer, director or Affiliate, except
      pursuant to existing Company stock option plans. The Company does not have
      pending before the Commission any request for confidential treatment of
      information.

     

    (j) Litigation.
      There
      is no Action which (i) adversely affects or challenges the legality, validity
      or
      enforceability of any of the Transaction Documents or the Shares or (ii) except
      as specifically disclosed in the SEC Reports or in Schedule
      3.1(j),
      could,
      if there were an unfavorable decision, individually or in the aggregate, have
      or
      reasonably be expected to result in a Material Adverse Effect. Neither the
      Company nor any Subsidiary, nor any director or officer thereof (in his or
      her
      capacity as such), is or has been the subject of any Action involving a claim
      of
      violation of or liability under federal or state securities laws or a claim
      of
      breach of fiduciary duty, except as specifically disclosed in the SEC Reports
      or
      as set forth in Schedule
      3.1(j).
      There
      has not been, and to the knowledge of the Company, there is not pending any
      investigation by the Commission involving the Company or any current or former
      director or officer of the Company (in his or her capacity as such). The
      Commission has not issued any stop order or other order suspending the
      effectiveness of any registration statement filed by the Company or any
      Subsidiary under the Exchange Act or the Securities Act.

     

    
      
        
        

      

      
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    (k) Labor
      Relations.
      No
      material labor dispute exists or, to the knowledge of the Company, is imminent
      with respect to any of the employees of the Company.

     

    (l) Compliance
      with Applicable Laws.
      During
      the two years preceding the date hereof, neither the Company nor any Subsidiary
      (i) is in default under or in violation of (and no event has occurred that
      has
      not been waived that, with notice or lapse of time or both, would result in
      a
      default by the Company or any Subsidiary under), nor has the Company or any
      Subsidiary received notice of a claim that it is in default under or that it
      is
      in violation of, any indenture, loan or credit agreement or any other agreement
      or instrument to which it is a party or by which it or any of its properties
      is
      bound (whether or not such default or violation has been waived), (ii) is in
      violation of any order of any court, arbitrator or governmental body, or (iii)
      is or has been in violation of any statute, rule or regulation of any
      governmental authority, including without limitation all foreign, federal,
      state
      and local laws relating to taxes, environmental protection, occupational health
      and safety, product quality and safety and employment and labor matters, except
      in each case as could not, individually or in the aggregate, have or reasonably
      be expected to result in a Material Adverse Effect. The Exchange Agreement
      complies with all applicable laws, rules and regulations of the United States
      and the People’s Republic of China. The Company is in compliance with all
      effective requirements of the Sarbanes-Oxley Act of 2002, as amended, and the
      rules and regulations thereunder, that are applicable to it, except where such
      noncompliance could not have or reasonably be expected to result in a Material
      Adverse Effect.

     

    (m) Title
      to Assets.
      Except
      as set forth in Schedule
      3.1(m),
      the
      Company and the Subsidiaries do not own any real property. Except as set forth
      in Schedule
      3.1(m),
      the
      Company and the Subsidiaries have valid land use rights for all real property
      owned by them that is material to their respective businesses and good and
      marketable title in all personal property owned by them that is material to
      their respective businesses, in each case free and clear of all Liens, except
      for Liens as do not materially affect the value of such property and do not
      materially interfere with the use made and proposed to be made of such property
      by the Company and the Subsidiaries. Any real property and facilities held
      under
      lease by the Company and the Subsidiaries are held by them under valid,
      subsisting and enforceable leases of which the Company and the Subsidiaries
      are
      in compliance, except as could not, individually or in the aggregate, have
      or
      reasonably be expected to result in a Material Adverse Effect.

     

    (n) Patents
      and Trademarks.
      The
      Company and the Subsidiaries have, or have rights to use, all patents, patent
      applications, trademarks, trademark applications, service marks, trade names,
      copyrights, licenses and other similar rights that are necessary or material
      for
      use in connection with their respective businesses and which the failure to
      so
      have could taken as a whole have or reasonably be expected to result in a
      Material Adverse Effect (collectively, the “Intellectual
      Property Rights”).
      Neither the Company nor any Subsidiary has received a written notice that the
      Intellectual Property Rights used by the Company or any Subsidiary violates
      or
      infringes upon the rights of any Person. To the knowledge of the Company, all
      such Intellectual Property Rights are enforceable and there is no existing
      infringement by another Person of any of the Intellectual Property
      Rights.

     

    
      
        
        

      

      
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    (o) Insurance.
      The
      Company and the Subsidiaries are insured by insurers of recognized financial
      responsibility against such losses and risks and in such amounts as are prudent
      and customary in the businesses in which the Company and the Subsidiaries are
      engaged in the geographic areas where they engage in such businesses. The
      Company has no reason to believe that it will not be able to renew its and
      the
      Subsidiaries’ existing insurance coverage as and when such coverage expires or
      to obtain similar coverage from similar insurers as may be necessary to continue
      its business on terms consistent with market for the Company’s and such
      Subsidiaries’ respective lines of business.

     

    (p) Transactions
      With Affiliates and Employees.
      Except
      as set forth in the SEC Reports, the Omnia Financial Statements or in
Schedule
      3.1(p),
      none of
      the officers or directors of the Company or of any Subsidiary or members of
      the
      immediate families of such officers or directors, and, to the knowledge of
      the
      Company, none of the employees of the Company or of any Subsidiary, is presently
      a party to any transaction with the Company or any Subsidiary (other than for
      services as employees, officers and directors), including any contract,
      agreement or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director or such employee or, to
      the
      knowledge of the Company, any entity in which any officer, director, or any
      such
      employee has a substantial interest or is an officer, director, trustee or
      partner.

     

    (q) Internal
      Accounting Controls.
      The
      Company and the Subsidiaries maintain a system of internal accounting controls
      sufficient to provide reasonable assurance that (i) transactions are executed
      in
      accordance with management’s general or specific authorizations, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with U.S. GAAP and to maintain asset accountability,
      (iii) access to assets is permitted only in accordance with management’s general
      or specific authorization, and (iv) the recorded accountability for assets
      is
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any differences. The Company has established disclosure
      controls and procedures for the Company and designed such disclosure controls
      and procedures to ensure that material information relating to the Company,
      including its Subsidiaries, is made known to the certifying officers by others
      within those entities. The Company’s certifying officers have evaluated the
      effectiveness of the Company’s controls and procedures in accordance with Item
      307 of Regulation S-B under the Exchange Act for the Company’s most recently
      ended fiscal quarter or fiscal year-end (such date, the “Evaluation
      Date”).
      The
      Company presented in its most recently filed Form 10-KSB or Form 10-QSB the
      conclusions of the certifying officers about the effectiveness of the disclosure
      controls and procedures based on their evaluations as of the Evaluation Date.
      Since the Evaluation Date, there have been no significant changes in the
      Company’s internal controls (as such term is defined in Item 308(c) of
      Regulation S-B under the Exchange Act) or, to the Company’s knowledge, in other
      factors that could significantly affect the Company’s internal controls. Since
      December 31, 2006, there have been no significant changes in the Subsidiaries’
internal controls or, to any Subsidiary’s knowledge, in other factors that could
      significantly affect such Subsidiary’s internal controls. 

     

    (r) Solvency.
      Based
      on the financial condition of the Company as of the Closing Date (and assuming
      that the Closing shall have occurred), (i) the Company’s fair saleable value of
      its assets exceeds the amount that will be required to be paid on or in respect
      of the Company’s existing debts and other liabilities (including known
      contingent liabilities) as they mature, (ii) the Company’s assets do not
      constitute unreasonably small capital to carry on its business for the current
      fiscal year as now conducted and as proposed to be conducted including its
      capital needs taking into account the particular capital requirements of the
      business conducted or proposed to be conducted by the Company, and projected
      capital requirements and capital availability thereof, and (iii) the current
      cash flow of the Company, together with the proceeds the Company would receive,
      were it to liquidate all of its assets, after taking into account all
      anticipated uses of the cash, would be sufficient to pay all amounts on or
      in
      respect of its debt when such amounts are required to be paid. The Company
      does
      not intend to incur debts beyond its ability to pay such debts as they mature
      (taking into account the timing and amounts of cash to be payable on or in
      respect of its debt).

     

    
      
        
        

      

      
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    (s) Certain
      Fees.
      Except
      as described in Schedule
      3.1(s),
      no
      brokerage or finder’s fees or commissions are or will be payable by the Company
      to any broker, financial advisor or consultant, finder, placement agent,
      investment banker, bank or other Person with respect to the transactions
      contemplated by this Agreement. The Investors shall have no obligation with
      respect to any fees or with respect to any claims (other than such fees or
      commissions owed by an Investor pursuant to written agreements executed by
      such
      Investor which fees or commissions shall be the sole responsibility of such
      Investor) made by or on behalf of other Persons for fees of a type contemplated
      in this Section
      3.1(s)
      that may
      be due in connection with the transactions contemplated by this
      Agreement.

     

    (t) Certain
      Registration Matters.
      Assuming the accuracy of the Investors’ representations and warranties set forth
      in Section
      3.2(b)-(l),
      no
      registration under the Securities Act is required for the offer and sale of
      the
      Shares and Warrants and the offer of the Warrant Shares by the Company to the
      Investors under the Transaction Documents. The Company is eligible to register
      its Common Stock for resale by the Investors under Form SB-2 promulgated under
      the Securities Act. Except as specified in Schedule
      3.1(t),
      the
      Company has not granted or agreed to grant to any Person any rights (including
      “piggy-back” registration rights) to have any securities of the Company
      registered with the Commission or any other governmental authority that have
      not
      been satisfied. 

     

    (u) Investment
      Company.
      Neither
      the Company nor any Subsidiary is, and is not an Affiliate of, and immediately
      following the Closing will not have become, an “investment company” within the
      meaning of the Investment Company Act of 1940, as amended.

     

    (v) Application
      of Takeover Protections.
      The
      Company and the Subsidiaries have taken all necessary action, if any, in order
      to render inapplicable any control share acquisition, business combination,
      poison pill (including any distribution under a rights agreement) or other
      similar anti-takeover provision under the Company’s or the Subsidiaries’
Articles of Incorporation (or similar charter documents) or the laws of its
      state of incorporation that is or could become applicable to the Investors
      as a
      result of the Investors and the Company fulfilling their obligations or
      exercising their rights under the Transaction Documents, including without
      limitation the Company’s issuance of the Shares and the Investors’ ownership of
      the Securities.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (w) No
      Additional Agreements.
      The
      Company does not have any agreement or understanding with any Investor with
      respect to the transactions contemplated by the Transaction Documents other
      than
      as specified in the Transaction Documents.

     

    (x) Consultation
      with Auditors.
      The
      Company has consulted its independent auditors concerning the accounting
      treatment of the transactions contemplated by the Transaction Documents, and
      in
      connection therewith has furnished such auditors complete copies of the
      Transaction Documents.

     

    (y) Make
      Good Shares.
      The
      Make Good Pledgors are the sole record and beneficial owners of the 2007 Make
      Good Shares and 2008 Make Good Shares, and to the knowledge of the Company
      holds
      such shares free and clear of all Liens.

     

    (z) Disclosure.
      The
      Company understands and confirms that the Investors will rely on the foregoing
      representations and covenants in effecting transactions in securities of the
      Company. Except as specified below, all disclosure provided to the Investors
      regarding the Company, the Subsidiaries or their respective businesses and
      the
      transactions contemplated hereby, furnished by or on behalf of the Company
      (including the Company’s representations and warranties set forth in this
      Agreement) are true and correct and do not contain any untrue statement of
      a
      material fact or omit to state any material fact necessary in order to make
      the
      statements made therein, in light of the circumstances under which they were
      made, not misleading. Notwithstanding the foregoing, any draft of the
      Registration Statement to be filed on Form SB-2 in connection with the
      transactions contemplated hereby that was provided to the Investors prior to
      the
      date hereof was incomplete in the form distributed, and such Investor is not
      relying on such draft on Form SB-2 in making its decision to enter into the
      transactions contemplated hereby.

     

    Each
      Investor acknowledges and agrees that the Company has not made nor makes any
      representations or warranties with respect to the transactions contemplated
      hereby other than those specifically set forth in this Section
      3.1.

     

    3.2. Representations
      and Warranties of the Investors.
      Each
      Investor hereby, for itself and for no other Investor, represents and warrants
      to the Company as follows:

     

    (a) Organization;
      Authority.
      If an
      entity, such Investor is duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with the requisite
      corporate, limited liability company or partnership power and authority to
      enter
      into and to consummate the transactions contemplated by the applicable
      Transaction Documents and otherwise to carry out its obligations thereunder.
      The
      execution, delivery and performance by such Investor of the transactions
      contemplated by this Agreement has been duly authorized by all necessary
      corporate or, if such Investor is not a corporation, such limited liability
      company, partnership or other applicable like action, on the part of such
      Investor. Each of this Agreement and the Registration Rights Agreement has
      been
      duly executed by such Investor, and when delivered by such Investor in
      accordance with the terms hereof, will constitute the valid and legally binding
      obligation of such Investor, enforceable against it in accordance with its
      terms, except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, liquidation or similar laws relating
      to,
      or affecting generally the enforcement of, creditors’ rights and remedies or by
      other equitable principles of general application.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (b) Investment
      Intent.
      Such
      Investor is acquiring the Securities as principal for its own account for
      investment purposes only and not with a view to or for distributing or reselling
      such Securities or any part thereof, without prejudice, however, to such
      Investor’s right at all times to sell or otherwise dispose of all or any part of
      such Securities in compliance with applicable federal and state securities
      laws.
      Subject to the immediately preceding sentence, nothing contained herein shall
      be
      deemed a representation or warranty by such Investor to hold the Securities
      for
      any period of time. Such Investor is acquiring the Securities hereunder in
      the
      ordinary course of its business. Such Investor does not have any agreement
      or
      understanding, directly or indirectly, with any Person to distribute any of
      the
      Securities.

     

    (c) Investor
      Status.
      At the
      time such Investor was offered the Securities, it was, and at the date hereof
      it
      is, an “accredited investor” as defined in Rule 501(a) under the Securities Act.
      Such Investor is not a registered broker-dealer, and is not affiliated with
      a
      registered broker-dealer, under Section 15 of the Exchange Act. Such Investor,
      either alone or together with its representatives has such knowledge,
      sophistication and experience in business and financial matters so as to be
      capable of evaluating the merits and risks of the prospective investment in
      the
      Securities, and has so evaluated the merits and risks of such investment. Such
      Investor understands that it must bear the economic risk of this investment
      in
      the Securities indefinitely, and is able to bear such risk and is able to afford
      a complete loss of such investment.

     

    (d) General
      Solicitation.
      Such
      Investor is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (e) Access
      to Information.
      Such
      Investor acknowledges that it has reviewed the Disclosure Materials and has
      been
      afforded (i) the opportunity to ask such questions as it has deemed necessary
      of, and to receive answers from, representatives of the Company concerning
      the
      terms and conditions of the offering of the Securities and the merits and risks
      of investing in the Securities; (ii) access to information about the Company
      and
      the Subsidiaries and their respective financial condition, results of
      operations, business, properties, management and prospects sufficient to enable
      it to evaluate its investment; and (iii) the opportunity to obtain such
      additional information that the Company possesses or can acquire without
      unreasonable effort or expense that is necessary to make an informed investment
      decision with respect to the investment. Neither such inquiries nor any other
      investigation conducted by or on behalf of such Investor or its representatives
      or counsel shall modify, amend or affect such Investor’s right to rely on the
      truth, accuracy and completeness of the Disclosure Materials and the Company’s
      representations and warranties contained in the Transaction Documents. Such
      Investor acknowledges that notwithstanding the foregoing, any draft of the
      Registration Statement to be filed on Form SB-2 in connection with the
      transactions contemplated hereby that was provided to such Investor prior to
      the
      date hereof was incomplete in the form distributed, and such Investor is not
      relying on such draft on Form SB-2 in making its decision to enter into the
      transactions contemplated hereby.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (f) Certain
      Trading Activities.
      Such
      Investor has not directly or indirectly, nor has any Person acting on behalf
      of
      or pursuant to any understanding with such Investor, engaged in any transactions
      in the securities of the Company (including, without limitations, any Short
      Sales involving the Company’s securities) since the earlier to occur of (1) the
      time that such Investor was first contacted by the Company or Keating
      Securities, LLC regarding an investment in the Company and (2) the
      30th
      day
      prior to the date of this Agreement. Such Investor covenants that neither it
      nor
      any Person acting on its behalf or pursuant to any understanding with it will
      engage in any transactions in the securities of the Company (including Short
      Sales) prior to the time that the transactions contemplated by this Agreement
      are publicly disclosed.

     

    (g) Independent
      Investment Decision.
      Such
      Investor has independently evaluated the merits of its decision to purchase
      the
      Securities pursuant to the Transaction Documents, and such Investor confirms
      that it has not relied on the advice of any other Investor’s business and/or
      legal counsel in making such decision. Such Investor has not relied on the
      business or legal advice of Keating Securities, LLC or any of its agents,
      counsel or Affiliates in making its investment decision hereunder, and confirms
      that none of such Persons has made any representations or warranties to such
      Investor in connection with the transactions contemplated by the Transaction
      Documents.

     

    (h) No
      Governmental Review.
      Such
      Investor understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities or the fairness or suitability of the investment
      in the Securities nor have such authorities passed upon or endorsed the merits
      of the offering of the Securities. 

     

    (i) No
      Conflicts.
      The
      execution, delivery and performance by such Investor of this Agreement and
      the
      consummation by such Investor of the transactions contemplated hereby will
      not
      (i) result in a violation of the organizational documents, if any, of such
      Investor, (ii) conflict with, or constitute a default (or an event which with
      notice or lapse of time or both would become a default) under, or give to others
      any rights of termination, amendment, acceleration or cancellation of, any
      agreement, indenture or instrument to which such Investor is a party, or (iii)
      result in a violation of any law, rule, regulation, order, judgment or decree
      (including federal and state securities laws) applicable to such Investor,
      except in the case of clauses (ii) and (iii) above, that do not otherwise affect
      the ability of such Investor to consummate the transactions contemplated
      hereby.

     

    (j) Restricted
      Securities.
      The
      Investors understand that the Securities are characterized as “restricted
      securities” under the U.S. federal securities laws inasmuch as they are being
      acquired from the Company in a transaction not involving a public offering
      and
      that under such laws and applicable regulations such securities may be resold
      without registration under the Securities Act only in certain limited
      circumstances. 

     

    (k) Legends.
      It is
      understood that, except as provided in Section 4.1(b)
      of this
      Agreement, certificates evidencing such Securities may and shall bear the legend
      set forth in Section 4.1(b).
      

     

    
      
        
        

      

      
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    (l) No
      Legal, Tax or Investment Advice.
      Such
      Investor understands that nothing in this Agreement or any other materials
      presented by or on behalf of the Company to the Investor in connection with
      the
      purchase of the Securities constitutes legal, tax or investment advice. Such
      Investor has consulted such legal, tax and investment advisors as it, in its
      sole discretion, has deemed necessary or appropriate in connection with its
      purchase of the Securities. Such Investor understands that the Placement Agent
      has acted solely as the agent of the Company in this placement of the
      Securities, and that the Placement Agent makes no representation or warranty
      with regard to the merits of this transaction or as to the accuracy of any
      information such Investor may have received in connection therewith. Such
      Investor acknowledges that he has not relied on any information or advice
      furnished by or on behalf of the Placement Agent.

     

    The
      Company acknowledges and agrees that no Investor has made or makes any
      representations or warranties with respect to the transactions contemplated
      hereby other than those specifically set forth in this Section
      3.2.
      or as
      set forth in the subscription documents for the Securities (including an
      Investor suitability questionnaire, FINRA questionnaire and Investor
      acknowledgement and agreement included therein). 

     

    ARTICLE
      4.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1. (a)
      Securities
      may only be disposed of in compliance with state and federal securities laws.
      In
      connection with any transfer of the Securities other than pursuant to an
      effective registration statement, to the Company, to an Affiliate of an Investor
      or in connection with a pledge as contemplated in Section
      4.1(b),
      the
      Company may require the transferor thereof to provide to the Company an opinion
      of counsel selected by the transferor, the form and substance of which opinion
      shall be reasonably satisfactory to the Company, to the effect that such
      transfer does not require registration of such transferred Securities under
      the
      Securities Act.

     

    (b) Certificates
      evidencing the Securities will contain the following legend (with Warrants
      including the text in brackets), until such time as they are not required under
      Section
      4.1(c):

     

    THESE
      SECURITIES [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES]
      HAVE
      NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
      SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
      BY SUCH SECURITIES.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    The
      Company acknowledges and agrees that an Investor may from time to time pledge,
      and/or grant a security interest in some or all of the Securities pursuant
      to a
      bona fide margin agreement in connection with a bona fide margin account and,
      if
      required under the terms of such agreement or account, such Investor may
      transfer pledged or secured Securities to the pledgees or secured parties.
      Such
      a pledge or transfer would not be subject to approval or consent of the Company
      and no legal opinion of legal counsel to the pledgee, secured party or pledgor
      shall be required in connection with the pledge, but such legal opinion may
      be
      required in connection with a subsequent transfer following default by the
      Investor transferee of the pledge. No notice shall be required of such pledge.
      At the appropriate Investor’s expense, the Company will execute and deliver such
      reasonable documentation as a pledgee or secured party of Securities may
      reasonably request in connection with a pledge or transfer of the Securities
      including the preparation and filing of any required prospectus supplement
      under
      Rule 424(b)(3) of the Securities Act or other applicable provision of the
      Securities Act to appropriately amend the list of selling stockholders
      thereunder. Except as otherwise provided in Section
      4.1(c),
      any
      Securities subject to a pledge or security interest as contemplated by this
      Section
      4.1(b)
      shall
      continue to bear the legend set forth in this Section
      4.1(b)
      and be
      subject to the restrictions on transfer set forth in Section
      4.1(a).

     

    (c) Certificates
      evidencing Shares and Warrant Shares shall not contain any legend (including
      the
      legend set forth in Section
      4.1(b)):
      (i)
      following a sale or transfer of such Shares or Warrant Shares pursuant to an
      effective registration statement (including a Registration Statement), or (ii)
      following a sale or transfer of such Shares or Warrant Shares pursuant to Rule
      144 (assuming the transferee is not an Affiliate of the Company), (iii) while
      such Shares or Warrant Shares are eligible for sale under Rule 144(k) or under
      Rule 144(d) (the latter if then proposed to be contemporaneously sold or
      transferred under Rule 144(d) and if accompanied by an
      opinion of counsel selected by the transferor, the form and substance of which
      opinion shall be reasonably satisfactory to the Company, to the effect that
      such
      sale or transfer does not require registration of such transferred Securities
      under the Securities Act).
      If an
      Investor shall make a sale or transfer of Shares or Warrant Shares either (x)
      pursuant to Rule 144 or (y) pursuant to a registration statement and in each
      case shall have delivered to the Company or the Company’s transfer agent the
      certificate representing Shares or Warrant Shares containing a restrictive
      legend which are the subject of such sale or transfer
      and a representation letter in customary form, and if applicable, the opinion
      referred to above (the
      date of
      such sale or transfer and Shares or Warrant Shares delivery being the
“Share
      Delivery Date”)
      and (1)
      the Company shall fail to deliver or cause to be delivered to such Investor
      a
      certificate representing such Shares or Warrant Shares that is free from all
      restrictive or other legends by the third Trading Day following the Share
      Delivery Date and (2) following such third Trading Day after the Share Delivery
      Date and prior to the time such Shares or Warrant Shares are received free
      from
      restrictive legends, the Investor, or any third party on behalf of such
      Investor, purchases (in an open market transaction or otherwise) shares of
      Common Stock to deliver in satisfaction of a sale by the Investor of such Shares
      or Warrant Shares (a "Buy-In"),
      then
      the Company shall pay in cash to the Investor (for costs incurred either
      directly by such Investor or on behalf of a third party) the amount by which
      the
      total purchase price paid for Common Stock as a result of the Buy-In (including
      brokerage commissions, if any) exceed the proceeds received by such Investor
      as
      a result of the sale to which such Buy-In relates. The Investor shall provide
      the Company written notice indicating the amounts payable to the Investor in
      respect of the Buy-In.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    4.2. Furnishing
      of Information.
      Until
      the date that all of the Securities may be sold under Rule 144(k) of the
      Securities Act (or any successor provision), the Company covenants to timely
      file (or obtain extensions in respect thereof and file within the applicable
      grace period) all reports required to be filed by the Company after the date
      hereof pursuant to the Exchange Act, and, if the Company is not required to
      file
      reports pursuant to such laws, it will prepare and furnish to the Investors
      and
      make publicly available in accordance with Rule 144(c) such information as
      is
      required for the Investors to sell the Securities under Rule 144. The Company
      further covenants that it will take such further action as any holder of
      Securities may reasonably request, all to the extent required from time to
      time
      to enable such holder to sell the Securities without registration under the
      Securities Act within the limitation of the exemptions provided by Rule
      144.

     

    4.3. Integration.
      The
      Company shall not, and shall use its commercially reasonable best efforts to
      ensure that no Affiliate of the Company shall, sell, offer for sale or solicit
      offers to buy or otherwise negotiate in respect of any security (as defined
      in
      Section 2 of the Securities Act) that would be integrated with the offer or
      sale
      of the Securities in a manner that would require the registration under the
      Securities Act of the sale of the Securities to the Investors, or that would
      be
      integrated with the offer or sale of the Securities for purposes of the rules
      and regulations of any Trading Market in a manner that would require stockholder
      approval of the sale of the Securities to the Investors.

     

    4.4. Subsequent
      Registrations.
      Other
      than pursuant to the Registration Rights Agreement, prior to the Effective
      Date
      of the first Registration Statement, covering resale of any Registrable
      Securities, filed pursuant to the Registration Rights Agreement, the Company
      may
      not file any registration statement (other than on Form S-8) with the Commission
      with respect to any securities of the Company.

     

    4.5. Securities
      Laws Disclosure;U
      (New
      York time) on the Business
      Day
      following the Closing Date, the Company shall issue a press release disclosing
      the transactions contemplated hereby and the Closing. No later than the fourth
      Business
      Day
      following the Closing Date the Company will file a Current Report on Form 8-K
      disclosing the material terms of the Transaction Documents (and attach as
      exhibits thereto the Transaction Documents) and the Closing. Notwithstanding
      the
      foregoing, the Company shall not publicly disclose the name of any Investor,
      or
      include the name of any Investor in any filing with the Commission (other than
      the Registration Statement and any exhibits to filings made in respect of this
      transaction in accordance with periodic filing requirements under the Exchange
      Act) or any regulatory agency or Trading Market, without the prior written
      consent of such Investor, except to the extent such disclosure is required
      by
      law or Trading Market regulations.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    4.6. Indemnification
      of Investors. In addition to the indemnity provided in the Registration
      Rights Agreement, the Company hereby agrees to the following indemnification
      of
      the Investors:

     

    (a) The
      Company will indemnify and hold the Investors and their respective directors,
      officers, shareholders, partners, employees and agents (each, an “Investor
      Party”,
      collectively, the “Investor
      Parties”)
      harmless from any and all Losses that any such Investor Party may suffer or
      incur as a result of or relating to any misrepresentation, breach or inaccuracy
      of any representation, warranty, covenant or agreement made by the Company
      in
      any Transaction Document. In addition to the indemnity contained herein, the
      Company will reimburse each Investor Party for its reasonable legal and other
      expenses (including the cost of any investigation, preparation and travel in
      connection therewith) incurred in connection therewith, as such expenses are
      incurred. It shall be understood, however, that the Company shall not, in
      connection with any one such Proceeding (including separate Proceedings that
      have been or will be consolidated before a single judge) be liable for the
      fees
      and expenses of more than one separate firm of attorneys at any time for all
      Investor Parties, which firm shall be appointed by a majority of the Investor
      Parties. 

     

    (b) Except
      as
      otherwise set forth herein, the mechanics and procedures with respect to the
      rights and obligations of the parties under this Section
      4.6
      shall be
      the same as those set forth in Section 5 of the Registration Rights
      Agreement.

     

    4.7. Non-Public
      Information.
      The
      Company covenants and agrees that from and after the Closing under this
      Agreement neither it nor any other Person acting on its behalf will provide
      any
      Investor or its agents or counsel with any information that the Company or
      the
      Subsidiaries believes constitutes material non-public information, unless prior
      thereto such Investor shall have executed a written agreement regarding the
      confidentiality and use of such information. The Company and the Subsidiaries
      understand and confirm that each Investor shall be relying on the foregoing
      representations in effecting transactions in securities of the
      Company.

     

    4.8. Listing
      of Securities.
      The
      Company agrees: (i) if the Company applies to have the Common Stock traded
      on a
      Trading Market, it will include in such application the Securities, and will
      take such other action as is necessary or desirable to cause the Securities
      to
      be listed on such Trading Market as promptly as possible; (ii) it will take
      all
      action reasonably necessary to list and trade its Common Stock on a Trading
      Market (excluding for purposes of this provision Pink Sheets LLC) and will
      comply in all material respects with the Company’s reporting, filing and other
      obligations under the bylaws or rules of the Trading Market; and (iii) by the
      Closing to have caused to be prepared a completed Form 211 to initiate
      quotations on the OTC Bulletin Board, with any and all attachments required
      pursuant thereto, in a format that is ready for submission to the FINRA,
      accompanied by a letter from a registered broker-dealer dated as of no more
      than
      five business days prior to the Closing, identifying itself as a prospective
      market-maker in the Company’s Common Stock and confirming its readiness to so
      submit such Form 211 immediately following the Closing, but with effectiveness
      of such Form 211 being subject to such conditions as may be applicable,
      including availability for resale of Company Common stock registered under
      the
      Securities AC or otherwise available for resale under Rule 144. 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    4.9. Use
      of
      Proceeds.
      The
      Company will use the net proceeds from the sale of the Shares and Warrants
      hereunder for marketing development, media advertising, sales, new product
      lines
      and working capital purposes, as set forth in the offering memorandum provided
      relating to the Securities sold hereunder. In addition, the Company will
      allocate $500,000 from the net proceeds for a comprehensive investor relations,
      public relations, after-market support and independent research
      campaign.

     

    4.10. No
      Use
      of Proceeds for Redemption. 
      The
      Company will not use the net proceeds from the sale of the Shares for the
      satisfaction of any portion of the Company’s debt (other than payment of trade
      payables and accrued expenses in the ordinary course of the Company’s business
      and consistent with prior practices), or to redeem any Common
      Stock.. 

     

    4.11. Make
      Good Shares. 

     

    (a) The
      Make
      Good Pledgors agrees that if the Company’s consolidated after tax net income for
      the fiscal year 2007 calculated under U.S. GAAP (minus adjustments for non-cash
      and cash charges related to the transactions contemplated in the Transaction
      Documents (including any expenses of the exchange transactions between Omnia
      and
      the Company or of offer, sale and registration for resale of the Securities,
      including any liquidated damages payments under the Registration Rights
      Agreement,
      and
      including any expense relating to any issuance of shares by the Company prior
      to
      the transactions contemplated in the Transaction Documents),
      and
      minus accounting for the impact on net income of any equity incentive options
      or
      shares granted (the “2007
      Adjusted Income”))
      reported in the Company’s Annual Report on Form 10-K or 10-KSB, as applicable,
      for the fiscal year ended December 31, 2007, as filed with the Commission (the
      “2007
      Annual Report”)
      is less
      than $2.0 million (the “2007
      Guaranteed ATNI”),
      the
      Make
      Good Pledgors will transfer to each Investor for no additional consideration
      a
      number of shares of Common Stock equal to (($2.0 million - 2007 Adjusted
      Income)/$2.0 million) multiplied by the Escrow Shares, subject to a maximum
      number of 50% of the Escrow Shares (the “2007
      Make Good Shares”).
      Should
      the preceding formula yield a number equal to or less than zero, no transfer
      of
      2007 Make Good Shares shall be made to Investors. If the 2007 Annual Report
      indicates that the Company shall have satisfied the 2007 Guaranteed ATNI test
      specified above for such period, then no transfer to Investors of 2007 Make
      Good
      Shares shall be required by this Section
      4.11(a)
      and all
      2007 Make Good Shares deposited with the Make Good Escrow Agent shall be
      returned to the Make Good Pledgors in accordance with the Make Good Escrow
      Agreement. Transfers of 2007 Make Good Shares required under this Section
      4.11(a)
      shall be
      made to Investors within 10 Business Days after the date on which the Company’s
      2007 Annual Report is filed with the Commission and otherwise delivered in
      accordance with the Make Good Escrow Agreement.

     

    (b) The
      Make
      Good Pledgors agrees that if the Company’s consolidated after tax net income for
      the fiscal year 2008 calculated under U.S. GAAP (minus adjustments for non-cash
      and cash charges related to the transactions contemplated in the Transaction
      Documents (including any expenses of the exchange transactions between Omnia
      and
      the Company or of offer, sale and registration for resale of the Securities,
      including any liquidated damages payments under the Registration Rights
      Agreement,
      and
      including any expense relating to any issuance of shares by the Company prior
      to
      the transactions contemplated in the Transaction Documents),
      and
      minus accounting for the impact on net income of any equity incentive options
      or
      shares granted (the “2008
      Adjusted Income”))
      reported in the Company’s Annual Report on Form 10-K or 10-KSB, as applicable,
      for the fiscal year ended December 31, 2008, as filed with the Commission (the
      “2008
      Annual Report”)
      is less
      than $4.3 million (the “2008
      Guaranteed ATNI”),
      the
      Make Good Pledgors will transfer to each Investor for no additional
      consideration a number of shares of Common Stock equal to the lesser of (1)
      (($4.3 million - 2008 Adjusted Income)/$4.3 million) multiplied by the Escrow
      Shares, or (2) the number of Escrow Shares still in escrow (the “2008
      Make Good Shares”).
      Should
      the preceding formula yield a number equal to or less than zero, no transfer
      of
      2008 Make Good Shares shall be made to Investors. If the 2008 Annual Report
      indicates that the Company shall have satisfied the 2008 Guaranteed ATNI test
      specified above for such period, then no transfer to Investors of 2008 Make
      Good
      Shares shall be required by this Section
      4.11(b)
      and all
      2008 Make Good Shares deposited with the Make Good Escrow Agent shall be
      returned to the Make Good Pledgors in accordance with the Make Good Escrow
      Agreement. Transfers of 2008 Make Good Shares required under this Section
      4.11(b)
      shall be
      made to Investors within 10 Business Days after the date on which the Company’s
      2008 Annual Report is filed with the Commission and otherwise delivered in
      accordance with the Make Good Escrow Agreement.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (c) In
      connection with the foregoing, the Make Good Pledgors agree that within one
      Business
      Day
      following the Closing, the Make Good Pledgors will deposit all potential 2007
      Make Good Shares and 2008 Make Good Shares into escrow in accordance with the
      Make Good Escrow Agreement along with bank signature stamped stock powers
      endorsed in blank (or such other signed instrument of transfer acceptable to
      the
      Company’s transfer agent), and the handling and disposition of the 2007 Make
      Good Shares and 2008 Make Good Shares shall be governed by this Section
      4.11
      and such
      Make Good Escrow Agreement. The Make Good Pledgors hereby agree that their
      obligation to transfer shares of Common Stock to Investors pursuant to this
      Section
      4.11
      shall
      continue to run to the benefit of an Investor who shall have transferred or
      sold
      all or any portion of its Securities, but that no Investor shall have the right
      to assign its rights to receive all or any such shares of Common Stock to other
      Persons in conjunction with negotiated or open-market sales or transfers of
      any
      of its Securities.

     

    (d) The
      Company covenants and agrees that upon any transfer under this Section
      4.11
      of 2007
      Make Good Shares or 2008 Make Good Shares to the Investors in accordance with
      Section 4 of the Make Good Escrow Agreement, the Company shall promptly reissue
      such 2007 Make Good Shares or 2008 Make Good Shares in the applicable Investor’s
      name and deliver the same as directed by such Investor.

     

    (e) Notwithstanding
      the foregoing, the parties agree that for purposes of determining whether or
      not
      the 2007 Guaranteed ATNI or the 2008 Guaranteed ATNI have been achieved, the
      release of the 2007 Make Good Shares or the 2008 Make Good Shares to either
      the
      Investors or to the Make Good Pledgors as a result of the operation of this
      Section
      4.11
      shall
      not be deemed to be an expense, charge or other deduction from revenues even
      though U.S. GAAP may require contrary treatment and even though the applicable
      annual report on Form 10-K or 10-KSB, as applicable, may indicate otherwise.
      

     

    (f) Each
      of
      the Company and the Make Good Pledgors agrees that they will not issue, or
      cause
      the Company to issue, to either of the Make Good Pledgors or their family
      relatives, shares of Common Stock or other Common Stock Equivalents in
      replacement of or for any 2007 Make Good Shares or 2008 Make Good Shares
      transferred to the Investors.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (g) The
      Company shall use its reasonable best efforts, consistent with applicable
      federal and state securities law and regulation and subject to any requirements
      of its transfer agent, to cause the certificates for any 2007 Make Good Shares
      or 2008 Make Good Shares transferred to Investors to be dated and deemed issued
      as of the Closing Date for purposes of SEC Rule 144 holding periods.


     

    4.12. Participation
      Rights. Investors who execute and deliver a copy of the Registration Rights
      Agreement shall be entitled to participate in certain future privately placed
      equity financings of the Company, to the extent and on the terms and conditions
      set forth in Section 6 thereof.

     

    4.13. Adjustment
      for Future Dilutive Issuances. 

     

    (a) Until
      the
      third anniversary of the Closing Date, other than with respect to any Excepted
      Issuances, if at any time Shares are held by an Investor, the Company shall
      offer, issue or agree to issue any Common Stock or securities convertible into
      or exercisable for shares of Common Stock (or modify any of the foregoing which
      may be outstanding) to any Person (a “Third
      Party Purchaser”)
      at a
      price per share of Common Stock or exercise price per share of Common Stock
      which shall be less than the then effective per share Purchase Price of the
      Shares of the Investors holding Shares (adjusted to reflect any issuance to
      such
      Investor of 2007 Make Good Shares or 2008 Make Good Shares), then the Company
      shall issue, for each such occasion, additional shares of Common Stock to each
      Investor so that the average per share purchase price of the shares of Common
      Stock issued to the Investor (of only the Shares still owned by the Investor)
      is
      equal to such other lower price per share. 

     

    (b)
       The
      delivery to the Investor of the additional shares of Common Stock shall be
      not
      later than 15 Business Days from the closing date of the transaction giving
      rise
      to the requirement to issue additional shares of Common Stock. If the Third
      Party Purchaser is offered registration rights with respect to the shares
      purchased by such Third Party Purchaser, the Investors shall be granted such
      registration rights in relation to such additional shares of Common Stock.
      

     

    (c) For
      purposes of the issuance and adjustment described in this Section 4.14, the
      issuance of any security of the Company carrying the right to convert such
      security into shares of Common Stock or of any warrant, right or option to
      purchase Common Stock shall result in the issuance of the additional shares
      of
      Common Stock upon the actual issuance of such convertible security, warrant,
      right or option, but shall not result in any later issuance upon any subsequent
      issuances of shares of Common Stock upon exercise of such conversion or purchase
      rights, except to the extent such later such issuance is at a price lower than
      the original conversion price or exercise price in effect upon the first
      issuance.

     

    (d) The
      Company shall use its reasonable best efforts, consistent with applicable
      federal and state securities law and regulation and subject to any requirements
      of its transfer agent, to cause the certificates for any shares issued pursuant
      to this Section 4.13 to be dated and deemed issued as of the Closing Date for
      purposes of SEC Rule 144 holding periods. 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (e) The
      rights of the Investor set forth in this Section 4.13 are in addition to any
      other rights the Subscriber has pursuant to Section 4.11 of this Agreement
      or
      Section 6 of the Registration Rights Agreement.

     

    4.14. Corporate
      Governance. In
      addition to complying with its reporting and other obligations under the U.S.
      federal securities, the Company will: (i) subject to identification and
      availability of qualified candidates, cause, within 90 days following the
      Closing, a majority of the members of its Board of Directors to be “independent”
as defined under the NASDAQ listing requirements; and (ii) otherwise satisfy,
      within 90 days following the Closing, the corporate governance requirements
      relating to Board and Board committee composition, process and decision-making,
      and approval of related-party transactions applicable to a NASDAQ-listed
      company.

     

    4.15. NASDAQ
      Listing Application. The
      Company will: (i) use its commercially reasonable best efforts to meet the
      initial listing requirements of the NASDAQ Capital Market, and (ii) assuming
      it
      meets or can reasonably be expected to then meet all quantitative listing
      requirements of the NASDAQ Capital Market, within 180 days of the Closing,
      prepare and file with NASDAQ an initial listing application with respect to
      its
      Common Stock..

     

    4.16. Chief
      Financial Officer. The
      Company will, within 60 days following the Closing, hire as a full-time chief
      financial officer a qualified individual with adequate experience and skills
      who
      is bilingual (English and Chinese).

     

    ARTICLE
      5.

    CONDITIONS
      PRECEDENT TO CLOSING

     

    5.1. Conditions
      Precedent to the Obligations of the Investors to Purchase
      Securities.
      The
      obligation of each Investor to acquire Securities at the Closing is subject
      to
      the satisfaction or waiver by such Investor, at or before the Closing, of each
      of the following conditions:

     

    (a) Representations
      and Warranties.
      The
      representations and warranties of the Company contained herein shall be true
      and
      correct in all material respects as of the date when made and as of the Closing
      as though made on and as of such date;

     

    (b) Performance.
      The
      Company shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by the Transaction
      Documents to be performed, satisfied or complied with by it at or prior to
      the
      Closing;

     

    (c) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction that prohibits the consummation of any
      of
      the transactions contemplated by the Transaction Documents;

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (d) Adverse
      Changes.
      Since
      the date of execution of this Agreement, no event or series of events shall
      have
      occurred that reasonably could have or result in a Material Adverse Effect
      or a
      material adverse change with respect to the Subsidiaries;

     

    (e) PRC
      Opinion.
      Omnia
      shall have received an opinion from its legal counsel in the People's Republic
      of China that confirms the legality under Chinese law of the transactions being
      effected by Omnia in connection with the Exchange in form and substance
      satisfactory to the Investors;

     

    (f) Minimum
      Offering.
      The
      Company shall have sold, subject to Closing, at least 160 Units pursuant to
      this
      Agreement;

     

    (g) Exchange
      Agreement; Form 8-K.
      Immediately prior to the Closing, the Company shall have acquired all of the
      outstanding ordinary shares and any outstanding preferred shares of Omnia
      pursuant to the Exchange Agreement, and the Company shall provide the Investors
      with the Current Report on Form 8-K to be filed within four Business
      Days
      following the closing date under the Exchange Agreement, containing the audited
      financial statements of Omnia and other required disclosure with respect to
      Omnia;

     

    (h) Investor
      Relations.
      Prior
      to the Closing, the Company shall have engaged After-Market Support, LLC as
      the
      Company’s investor relations firm;

     

    (i) Company
      Deliverables.
      The
      Company shall have delivered the Company Deliverables in accordance with
Section
      2.2(a);

     

    (j) SEC
      Reports.
      The
      Company shall have filed all reports required to be filed by it under the
      Securities Act and the Exchange Act, including pursuant to Section 13(a) or
      15(d) thereof, for the twelve months preceding the date hereof (or such shorter
      period as the Company was required by law to file such reports);
      and

     

    (k) Termination.
      This
      Agreement shall not have been terminated as to such Investor in accordance
      with
Section
      6.5.

     

    5.2. Conditions
      Precedent to the Obligations of the Company to Sell Securities.
      The
      obligation of the Company to sell Securities at the Closing is subject to the
      satisfaction or waiver by the Company, at or before the Closing, of each of
      the
      following conditions:

     

    (a) Representations
      and Warranties.
      The
      representations and warranties of each Investor contained herein shall be true
      and correct in all material respects as of the date when made and as of the
      Closing Date as though made on and as of such date;

     

    (b) Performance.
      Each
      Investor shall have performed, satisfied and complied in all material respects
      with all covenants, agreements and conditions required by the Transaction
      Documents to be performed, satisfied or complied with by such Investor at or
      prior to the Closing;

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (c) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction that prohibits the consummation of any
      of
      the transactions contemplated by the Transaction Documents;

     

    (d) Investors
      Deliverables.
      Each
      Investor shall have delivered its Investors Deliverables in accordance with
      Section
      2.2(b);
      

     

    (e) Minimum
      Offering.
      The
      Company shall have sold, subject to Closing, at least 160 Units pursuant to
      this
      Agreement; 

     

    (f) Exchange
      Agreement.
      Immediately prior to the Closing, the Company shall have acquired all of the
      outstanding ordinary shares and any outstanding preferred shares of Omnia
      pursuant to the Exchange Agreement; and

     

    (e) Termination.
      This
      Agreement shall not have been terminated as to such Investor in accordance
      with
Section
      6.5.

     

    ARTICLE
      6.

    MISCELLANEOUS

     

    6.1. Fees
      and Expenses.
      Each
      party shall pay the fees and expenses of its advisers, counsel, accountants
      and
      other experts, if any, and all other expenses incurred by such party incident
      to
      the negotiation, preparation, execution, delivery and performance of the
      Transaction Documents. The Company shall pay all stamp and other taxes and
      duties levied in connection with the sale of the Securities.

     

    6.2. Entire
      Agreement.
      The
      Transaction Documents, together with the exhibits and schedules thereto, contain
      the entire understanding of the parties with respect to the subject matter
      hereof and supersede all prior agreements, understandings, discussions and
      representations, oral or written, with respect to such matters, which the
      parties acknowledge have been merged into such documents, exhibits and
      schedules.

     

    6.3. Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile (provided the sender receives a machine-generated
      confirmation of successful transmission) at the facsimile number specified
      in
      this Section
      6.3
      prior to
      6:30 p.m. (New York City time) on a Business
      Day,
      (b) the
      next Business
      Day
      after
      the date of transmission, if such notice or communication is delivered via
      facsimile at the facsimile number specified in this Section
      6.3
      on a day
      that is not a Business
      Day
      or later
      than 6:30 p.m. (New York City time) on any Business
      Day
      or (c)
      upon actual receipt by the party to whom such notice is required to be given,
      if
      sent by any means other than facsimile transmission. The address for such
      notices and communications shall be as follows:

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      
        	
                If
                  to the Company:

              	 	
                Omnia
                  Luo Group Limited

              
	 	 	
                Room
                  101, Building E6, 

              
	 	 	
                Huaqiaocheng
                  East Industrial Park

              
	 	 	
                Nanshan
                  District, Shenzhen, 518053

              
	 	 	
                The
                  People’s Republic of China

              
	 	 	
                Facsimile:
                  86-755-8242-6695

              
	 	 	
                Attention:
                  Chief Financial Officer

              
	 	 	 
	
                With
                  a copy to:

              	 	
                Thelen
                  Reid Brown Raysman and Steiner LLP

              
	 	 	
                875
                  Third Avenue

              
	 	 	
                New
                  York, New York 10022

              
	 	 	
                Facsimile:
                  (212) 603-2001

              
	 	 	
                Attn.:
                  David M. Warburg, Esq.

              
	 	 	 
	
                If
                  to an Investor:

              	 	
                To
                  the address set forth under such Investor’s name on the signature pages
                  hereof;

              


      

    

     

    or
      such
      other address as may be designated in writing hereafter, in the same manner,
      by
      such Person.

     

    6.4. Amendments;
      Waivers; No Additional Consideration.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed by the Company and the Investors holding a majority of the
      Securities. No waiver of any default with respect to any provision, condition
      or
      requirement of this Agreement shall be deemed to be a continuing waiver in
      the
      future or a waiver of any subsequent default or a waiver of any other provision,
      condition or requirement hereof, nor shall any delay or omission of either
      party
      to exercise any right hereunder in any manner impair the exercise of any such
      right. No consideration shall be offered or paid to any Investor to amend or
      consent to a waiver or modification of any provision of any Transaction Document
      unless the same consideration is also offered to all Investors who then hold
      Securities.

     

    6.5. Termination.
      This
      Agreement may be terminated prior to Closing:

     

    (a) by
      written agreement of the Investors and the Company; and

     

    (b) by
      the
      Company, or an Investor (as to itself but no other Investor) upon written notice
      to the other, if the Closing shall not have taken place by 6:30 p.m. Eastern
      time on the Outside Date; provided,
      that
      the right to terminate this Agreement under this Section 6.5(b)
      shall
      not be available to any Person whose failure to comply with its obligations
      under this Agreement has been the cause of or resulted in the failure of the
      Closing to occur on or before such time.

     

    In
      the
      event of a termination pursuant to this Section
      6.5,
      the
      Company shall promptly notify all non-terminating Investors. Upon a termination
      in accordance with this Section
      6.5,
      the
      Company and terminating Investor(s) shall not have any further obligation or
      liability (including as arising from such termination) to the other and no
      Investor will have any liability to any other Investor under the Transaction
      Documents as a result therefrom.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    6.6. Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party. This Agreement shall be
      construed as if drafted jointly by the parties, and no presumption or burden
      of
      proof shall arise favoring or disfavoring any party by virtue of the authorship
      of any provisions of this Agreement or any of the Transaction
      Documents.

     

    6.7. Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. The Company may not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of the Investors. Except with respect to Sections
      4.4,
      4.11,
      4.12 and 4.13, any Investor may assign any or all of its rights under this
      Agreement to any Person to whom such Investor assigns or transfers any
      Securities, provided such transferee agrees in writing to be bound, with respect
      to the transferred Securities, by the provisions hereof that apply to
“Investors.”

     

    6.8. No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person, except as otherwise set
      forth
      in Section
      4.6
      (as to
      each Investor Party).

     

    6.9. Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all Proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement and any other Transaction Documents (whether
      brought against a party hereto or its respective Affiliates, employees or
      agents) shall be commenced exclusively in the New York Courts. Each party hereto
      hereby irrevocably submits to the exclusive jurisdiction of the New York Courts
      for the adjudication of any dispute hereunder or in connection herewith or
      with
      any transaction contemplated hereby or discussed herein (including with respect
      to the enforcement of the any of the Transaction Documents), and hereby
      irrevocably waives, and agrees not to assert in any Proceeding, any claim that
      it is not personally subject to the jurisdiction of any such New York Court,
      or
      that such Proceeding has been commenced in an improper or inconvenient forum.
      Each party hereto hereby irrevocably waives personal service of process and
      consents to process being served in any such Proceeding by mailing a copy
      thereof via registered or certified mail or overnight delivery (with evidence
      of
      delivery) to such party at the address in effect for notices to it under this
      Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      EACH
      PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
      APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY. If
      either
      party shall commence a Proceeding to enforce any provisions of a Transaction
      Document, then the prevailing party in such Proceeding shall be reimbursed
      by
      the other party for its reasonable attorneys’ fees and other costs and expenses
      incurred with the investigation, preparation and prosecution of such
      Proceeding.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    6.10. Survival.
      The
      representations, warranties, agreements and covenants contained herein shall
      survive the Closing and the delivery of the Securities.

     

    6.11. Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original
      thereof.

     

    6.12. Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

     

    6.13. Rescission
      and Withdrawal Right.
      Notwithstanding anything to the contrary contained in (and without limiting
      any
      similar provisions of) the Transaction Documents, whenever any Investor
      exercises a right, election, demand or option under a Transaction Document
      and
      the Company does not timely perform its related obligations within the periods
      therein provided, then such Investor may rescind or withdraw, in its sole
      discretion from time to time upon written notice to the Company, any relevant
      notice, demand or election in whole or in part without prejudice to its future
      actions and rights.

     

    6.14. Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and substitution
      therefor, a new certificate or instrument, but only upon receipt of evidence
      reasonably satisfactory to the Company of such loss, theft or destruction and
      customary and reasonable indemnity, if requested. The applicants for a new
      certificate or instrument under such circumstances shall also pay any reasonable
      third-party costs associated with the issuance of such replacement Securities.
      If a replacement certificate or instrument evidencing any Securities is
      requested due to a mutilation thereof, the Company may require delivery of
      such
      mutilated certificate or instrument as a condition precedent to any issuance
      of
      a replacement.

     

    6.15. Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Investors and the Company will
      be entitled to specific performance under the Transaction Documents. The parties
      agree that monetary damages may not be adequate compensation for any loss
      incurred by reason of any breach of obligations described in the foregoing
      sentence and hereby agrees to waive in any action for specific performance
      of
      any such obligation the defense that a remedy at law would be
      adequate.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    6.16. Payment
      Set Aside.
      To the
      extent that the Company makes a payment or payments to any Investor pursuant
      to
      any Transaction Document or an Investor enforces or exercises its rights
      thereunder, and such payment or payments or the proceeds of such enforcement
      or
      exercise or any part thereof are subsequently invalidated, declared to be
      fraudulent or preferential, set aside, recovered from, disgorged by or are
      required to be refunded, repaid or otherwise restored to the Company, a trustee,
      receiver or any other person under any law (including, without limitation,
      any
      bankruptcy law, state or federal law, common law or equitable cause of action),
      then to the extent of any such restoration the obligation or part thereof
      originally intended to be satisfied shall be revived and continued in full
      force
      and effect as if such payment had not been made or such enforcement or setoff
      had not occurred.

     

    6.17. Independent
      Nature of Investors’ Obligations and Rights.
      The
      obligations of each Investor under any Transaction Document are several and
      not
      joint with the obligations of any other Investor, and no Investor shall be
      responsible in any way for the performance of the obligations of any other
      Investor under any Transaction Document. The decision of each Investor to
      purchase Securities pursuant to the Transaction Documents has been made by
      such
      Investor independently of any other Investor. Nothing contained herein or in
      any
      Transaction Document, and no action taken by any Investor pursuant thereto,
      shall be deemed to constitute the Investors as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Investors are in any way acting in concert or as a group with respect to such
      obligations or the transactions contemplated by the Transaction Documents.
      Each
      Investor acknowledges that no other Investor has acted as agent for such
      Investor in connection with making its investment hereunder and that no Investor
      will be acting as agent of such Investor in connection with monitoring its
      investment in the Securities or enforcing its rights under the Transaction
      Documents. Each Investor shall be entitled to independently protect and enforce
      its rights, including without limitation the rights arising out of this
      Agreement or out of the other Transaction Documents, and it shall not be
      necessary for any other Investor to be joined as an additional party in any
      proceeding for such purpose. The Company acknowledges that each of the Investors
      has been provided with the same Transaction Documents for the purpose of closing
      a transaction with multiple Investors and not because it was required or
      requested to do so by any Investor.

     

    6.18. Limitation
      of Liability.
      Notwithstanding anything herein to the contrary, the Company acknowledges and
      agrees that the liability of an Investor arising directly or indirectly, under
      any Transaction Document of any and every nature whatsoever shall be satisfied
      solely out of the assets of such Investor, and that no trustee, officer, other
      investment vehicle or any other Affiliate of such Investor or any investor,
      shareholder or holder of shares of beneficial interest of such a Investor shall
      be personally liable for any liabilities of such Investor.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
        31

        
          

        

      

       

    


    IN
      WITNESS WHEREOF,
      each
      Investor, the Company and the other parties hereto have caused this Securities
      Purchase Agreement to be duly executed by their respective authorized
      signatories as of the date indicated on the first page of the Securities
      Purchase Agreement.

     

    
      	 	 	 
	 	
              WENTWORTH
                II, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              

              Name: 

            
	 	
            	Title:


    

     

    
      	 	 	 
	 	Only
              as to Section
              4.11
              herein:
	 	 	 
	
            	
            	
            
	 	
              

              Luo
                Zheng

            
	 	 
	 	
              

              Kong
                Amy Wai Man Ng

            


    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGE FOR INVESTORS FOLLOWS]


    
      
        
        

      

      
        32

        
          

        

      

       

    


    IN
      WITNESS WHEREOF,
      each
      Investor, the Company and the other parties hereto have caused this Securities
      Purchase Agreement to be duly executed by their respective authorized
      signatories as of the date indicated on the first page of this Securities
      Purchase Agreement.

     

    
      	 	 	 
	 	
              INVESTORS:

            
	 	 
	 	
              
Print
              Name of Investor(s)
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:


    

     

    
      
        
        

      

      
        33