Execution
        Copy


    

    FIRST
      AMENDMENT AGREEMENT

    (JAIC
      - CROSBY)

    


    This
      FIRST
      AMENDMENT AGREEMENT
      (this
“Amendment”)
      is
      entered into as of this 4th day of October, 2007 by and among Omnia Luo Group
      Limited, a British Virgin Islands company (the “Company”),
      Luo
      Zheng (PRC Identity Card No. 420102700621032) (the “Guarantor”),
      and
      JAIC-CROSBY Greater China Investment Fund Limited, a Cayman Islands company
      (the
“Group
      A Preferred Share Investor”
or
      a
“Shareholder”).
      The
      Group A Preferred Share Investor and the other holders of the Company’s
      Preferred Shares (as such term is defined herein), who shall be signatories
      to a
      parallel amendment to the Original Agreements (as defined below) relating to
      those holders’ rights under the Original Agreements, are each a “Shareholder”
and,
      collectively, the “Shareholders.”
      

    


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

     

    RECITALS

    


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

    


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

    


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

    


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


    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


    WHEREAS,
      in exchange for good and valuable consideration, the Company and the Group
      A
      Preferred Share Investor are willing to modify certain provisions of the
      Original Agreements in order to facilitate mutually beneficial
      transactions.

    


    AGREEMENT

    


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

    


    1. Amendment. 

    


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

    


    (b) Put
      Right of Group A Preferred Share Investor.
      Section
      7.7 of the Shareholders Agreement shall be amended and restated in its entirety
      as follows:

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
       

      “Put
        Right of Group A Preferred Share Investor to the Guarantor.
        If, at
        any time after June 30, 2008: 

    

     

    (i)
      the
      Parent (as
      defined in the First Amendment Agreement dated as of October 2, 2007 by and
      among the Company, the Guarantor and the Group A Preferred Share Investor (the
      “Amendment
      Agreement”)) shall
      have failed to obtain either an OTCBB quotation or NASDAQ listing of the
      Parent’s common stock, or
      a
      registration statement covering the Put Shares (as defined below) has not been
      declared effective by the Securities and Exchange Commission on or before
      180th
      day
      following the closing of the Reverse Acquisition and 2007 Private Placement
      (the
“Effectiveness
      Date”);
      

    


    (ii)
      the
      Company is in material breach of its obligations hereunder, under the Stock
      Purchase Agreement or under any other agreement that may be entered into between
      the Company and the Group A Preferred Share Investor hereafter; or 

    


    (iii)
      at
      any time after the Effectiveness Date, the Group A Preferred Share Investor
      shall not be able to sell all or part of the Put Shares either (A) pursuant
      to
      an effective registration statement under the Securities Act or (B) within
      the
      limitation of the exemption provided by Rule 144 under the Securities Act in
      a
      single 90-day period (or any similar rule or rules then in effect) (each of
      the
      foregoing events described in clause (i), (ii) and (iii) being a “Default
      Event”); 

    


    then,
      the
      Group A Preferred Share Investor shall have the right (the “Put
      Right”),
      to
require
      the Guarantor to purchase from the Group A Preferred Share Investor, and the
      Guarantor shall purchase from the Group A Preferred Share Investor if so
      required by the Group A Preferred Share Investor, all of the Preferred Shares
      or
      all of the shares of common stock of the Parent that may be issued or are
      issuable to the Group A Preferred Share Investor following conversion of the
      Preferred Shares into Ordinary Shares of the Company and the exchange of such
      Ordinary Shares for shares of common stock of the Parent in the Reverse
      Acquisition (as defined in the Amendment Agreement) held
      by
      the
      Group A Preferred Share Investor, less any portion of such securities that
      the
      Group A Preferred Share Investor is able to sell pursuant to an effective
      registration statement or without registration pursuant to Rule 144 under
      the
      Securities Act (or any similar rule or rules then in effect)
      (the
“Put
      Shares”),
      at
      the price equal to one hundred percent (100%) of the total purchase price paid
      by the Group A Preferred Share Investor hereunder for the Put Shares plus all
      declared but unpaid dividends thereon to the date of the earlier of conversion
      or purchase (adjusted for share splits, share dividends, share combinations,
      recapitalizations and the like) plus interest equal to the prevailing US prime
      interest rate quoted by HSBC on the date of purchase, less all dividends
      received and less any Registration Delay Payments (as defined in the Amendment
      Agreement) received (the “Put
      Price”).
      The
      Put Right shall be exercised as follows

    


    (a) Notice.
      The
      Group A Preferred Share Investor shall exercise the Put Right under this Section
      7.7 by giving written notice (the “Put
      Right Notice”)
      to the
      Guarantor and the Company indicating that it is requiring the Guarantor to
      purchase all of the Put Shares held by it. The Put Right Notice may be given
      at
      any time after June 30, 2008, but shall not be effective if on the date such
      notice is given one or more of the Default Events shall not have occurred and
      be
      continuing. The Put Right Notice shall be irrevocable once given.

    


    (b) Payment
      and Delivery of Shares.
      Within
      ten (10) business days following its receipt of the Put Right Notice, the
      Guarantor shall pay to the Group A Preferred Share Investor the aggregate Put
      Price for all the Put Shares held by the Group A Preferred Share Investor by
      wire transfer or check as directed by the Group A Preferred Share Investor.
      Upon
      receipt of such payment from the Guarantor, the Investor shall cause the
      certificate(s) representing such Put Shares being purchased by the Guarantor
      to
      be surrendered to the Company and the Company shall promptly issue to the
      Guarantor new certificates representing such Put Shares.”

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

    


    (d) No
      Lock-Up Agreements.
      The
      Group A Preferred Share Investor shall not be subject to any post-underwritten
      offering lock-up restrictions contained in the Original Agreements or which
      may
      be contained in the registration rights agreement between the Parent and
      purchasers in the 2007 Private Placement.

    


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

    


    (f) Adjustment
      for Group A Preferred Share Investor for Retroactive Adjustment to 2007 Private
      Placement Valuation.

    


    Notwithstanding
      the conversion of the Preferred Shares of Group A Preferred Share Investors,
      until the date on which there is both an
      OTCBB
      quotation or NASDAQ listing of the Parent’s Common Stock, and
      a
      registration statement covering the Put Shares (as defined above) has been
      declared effective by the Securities and Exchange Commission, if there
      shall occur prior to such date an issuance or transfer of shares of the Parent’s
      common stock pursuant to either (a) Section 4.13 of the Securities Purchase
      Agreement relating to the 2007 Private Placement (the “SPA”),
      or (b)
      Section 4.11 of the SPA, the effect of which is, had such issuances or transfers
      occurred simultaneous with the closing of the 2007 Private Placement, caused
      the
      Actual Pre-Money Offering Valuation calculated pursuant to Sub-Clause 7A(i)(1)
      of Schedule 2 of the Preferred Stock Purchase Agreement or Clause 7A of the
      Memorandum to be an amount (the “Adjusted
      Valuation”)
      less
      than US$22.4 million, then the Parent shall issue to the Group A Preferred
      Share
      Investor such additional shares of common stock as would have been issued in
      the
      Reverse Acquisition had the Adjusted Valuation been applied for purposes of
      adjusting the Preferred Share Conversion Price pursuant to Sub-Clause
      7A(i)(1).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    The
      parties agree that that the obligation of the Parent to issue shares of common
      stock to the
      Group
      A Preferred Share Investor
      pursuant to this Section 1(f) shall continue to run to the benefit of
the
      Group
      A Preferred Share Investor,
      notwithstanding that the
      Group
      A Preferred Share Investor
      may have transferred or sold all or any portion of its shares of common stock,
      but that the
      Group
      A Preferred Share Investor
      shall not 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 shares of common stock.

     

    The
      delivery to the Group A Preferred Share Investor of the additional shares of
      common stock required by Section 1(f) 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. The Parent 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
      any
      shares issued pursuant to this Section 1(f) to be deemed issued as of the
      closing of the Reverse Acquisition for purposes of SEC Rule 144 holding periods.
      

     

    The
      Group
      A Preferred Share Investor acknowledges
      and agrees that it is not and shall not be entitled to the benefit of the
      anti-dilution provisions and make good provisions relating to the Parent’s
      common stock to be issued in the 2007 Private Placement provided to the
      purchasers of Parent common stock, except to the extent reflected in this
      Section 1(f).

     

    (g) Additional
      shares of Common Stock to be transferred or issued to the Group A Preferred
      Share Investor.

     

    As
      additional consideration for the Group
      A
      Preferred Share Investor entering
      into this Amendment, consenting to the Reverse Acquisition and the transactions
      contemplated thereby, waiving any rights to obtain a make good adjustment and
      antidilution rights being provided to the purchasers of Parent common stock,
      and
      having due regard to the Group A Preferred Share Investor’s rights under
      Sub-Clause 7(A)(j) of the Articles, the Guarantor, the Parent and Amy Kong
      (the
      latter’s obligation limited to up to 8,993 shares of Parent common stock issued
      to her) jointly and severally agree to cause to be transferred or issued to
      the
      Group A Preferred Share Investor an additional 149,884 shares of common stock
      of
      the Parent (the “Additional
      Shares”)
      for no
      additional consideration. Such shares shall be deemed to be transferred or
      issued as of, and in connection with, the closing of the Reverse Acquisition.
      

     

    The
      delivery to the Group A Preferred Share Investor of certificates representing
      the Additional Shares required by this Section 1(g) shall be as soon as
      reasonably practicable after the closing of the Reverse Acquisition but not
      later than the earliest of (i) 20 business days after delivery to any former
      Company shareholder of certificates for shares of Parent common stock issued
      to
      such former shareholder in the Reverse Acquisition, (ii) six months from the
      closing date of the Reverse Acquisition and (iii) the initial registration
      statement becoming effective. As additional security for the performance of
      such
      obligation, as
      soon as
      reasonably practicable, but no later than the Effective Time, the Guarantor
      and
      Amy Kong shall each deliver to the Group A Preferred Share Investor an original,
      completed (but undated) and executed irrevocable (unless the Group A Preferred
      Share Investor has not otherwise received the Additional Shares) stock power
      to
      transfer an aggregate of 149,884 shares of common stock of the Parent to the
      Group A Preferred Share Investor and to irrevocably appoint and constitute
      the
      Group A Preferred Share Investor as attorney-in-fact to transfer said shares
      of
      common stock on the books of the Parent with full power of substitution. The
      Guarantor and Amy Kong shall each grant to the Group A Preferred Share Investor,
      under the stock powers or otherwise, the right and power to execute all
      documents and take all actions that the Group A Preferred Share Investor deems
      necessary to effectuate the transfer of the shares of common stock of the Parent
      represented by each such stock power if the Group A Preferred Share Investor
      has
      not otherwise received the Additional Shares. A new share certificate for
      149,884 shares of common stock of Parent shall be issued to the Group A
      Preferred Share Investor within 3 business days after the presentation of such
      stock power on the earliest of (i), (ii) and (iii) above if the Group A
      Preferred Share Investor has not otherwise received the Additional Shares.
      Such
      stock power shall be promptly returned to the granting party if the Group A
      Preferred Share Investor has otherwise received the Additional
      Shares.
      The
      Parent 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 any shares issued or transferred to the Group A
      Preferred Share Investor pursuant to this Section 1(g) to be deemed issued
      or
      transferred as of and as part of the closing of the Reverse Acquisition for
      purposes of SEC Rule 144 holding periods, the parties shall report such
      transaction for tax and US securities law purposes consistent with such
      treatment, and these Additional Shares shall not be subject to any lock-up
      requirements and shall be entitled to the same rights and benefits as the shares
      of common stock issued by the Parent to the Group A Preferred Share Investor
      in
      the Reverse Acquisition. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

    


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

    


    (j) Termination
      of Undertaking.
      The
      individual undertaking dated December 2006 issued by Luo Zheng in favor of
      the
      Group A Preferred Share Investor shall terminate in its entirety upon the Parent
      obtaining
      an OTCBB quotation or NASDAQ listing of the Parent’s common stock.

    


    (k) No
      Guarantor Right of Reimbursement, Indemnification or
      Contribution. 
      As
      between the Company and the Guarantor, the Guarantor acknowledges and agrees
      that she shall not be entitled to seek reimbursement, indemnity or contribution
      from the Company or the Parent for any amounts paid by her or on her behalf
      with
      respect to any exercise of the Put Right. 

    


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

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

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

    


    (a) The
      Group
      A
      Preferred Share Investor agrees
      that it will enter into a definitive Share Exchange Agreement (the “SEA”)
      effectuating the Reverse Acquisition in the form of the draft SEA attached
      to
      this Amendment, provided all other Shareholders enter into the SEA and the
      terms
      of the definitive SEA (i) do not adversely affect the terms of this Amendment,
      and (ii) provide for (x) conversion of each BVI Preferred Share into ordinary
      shares of the Company immediately prior to the closing of the Reverse
      Acquisition without further action or consent of the Group
      A
      Preferred Share Investor (but
      including reflecting in such conversion, as applicable to the Group A Preferred
      Share Investor, the price adjustment mechanism set forth in the applicable
      Preferred Stock Purchase Agreement), and exchange without further action or
      consent of the Group
      A
      Preferred Share Investor of
      each
      such ordinary share of the Company into 319.8294 shares of common stock of
      the
      Parent (before taking into account the additional shares of Parent common stock
      to be issued or transferred under Section 1(g)), and (y) exchange, in the
      closing of the Reverse Acquisition, without further action or consent of the
      Group
      A
      Preferred Share Investor, of
      all
      BVI Warrants issued to the Group
      A
      Preferred Share Investor
      for
      warrants to purchase an aggregate of 200,000 shares of common stock of the
      Parent, exercisable
      at any time during a two-year period commencing with the date on which there
      is
      an OTCBB quotation or NASDAQ listing of the Parent’s common stock, at the price
      per share of Parent common stock paid by investors in the 2007 Private
      Placement.
      

    


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

    


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

    


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

    


    [Remainder
      of Page Intentionally Left Blank]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


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

    


     

    OMNIA
      LUO GROUP LIMITED

    


    By:
        

    
      
        

      

    

    Name:
       

    
      

    

    Title:
       

    
      
 


     

    LUO
      ZHENG

    
      


      By:
          

      
        
          

        

      

      Name:
         

      
        

      

       

       

    

    JAIC-CROSBY
      GREATER CHINA INVESTMENT FUND LIMITED

    
       

      By:
          

      
        
          

        

      

      Name:
         

      
        

      

      Title:
         

      
        

      

    

    


    The
      undersigned Parent hereby joins in this Amendment, solely with respect to
      Section 1(f) and Section 1(g) hereof, with effect from and after the closing
      of
      the Reverse Acquisition:

    


     

    WENTWORTH
      II, INC.

    
       

      By:
          

      
        
          

        

      

      Name:
         

      
        

      

      Title:
         

      
        

      

    

    


    The
      undersigned hereby joins in this Amendment, solely with respect to Section
      1(g)
      hereof, with effect from and after the closing of the Reverse Acquisition,
      but
      shall be obligated hereunder only with respect to up to 8,993 shares of Parent
      common stock:

    


     

    KONG
      AMY WAI MAN NG

     

    
      By:
          

      
        
          

        

      

      Name:
         

      
        

      

      Title:
         

      
        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      A

    Form
      of Assignment and Assumption Agreement

    


    
      
        
        

      

      
        9