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Agreement for the Sale and Purchase of Equity Interest and Subscription - Wei Xie, Qinyong Lu, James Win, Jing Yang, Hui Shi, L Pang, Weidong Yang, Xinhua Finance Ltd. and Shanghai Hyperlink Market Research Co. Ltd.

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                                    AGREEMENT

          FOR THE SALE AND PURCHASE OF EQUITY INTEREST AND SUBSCRIPTION

                                       IN

                  SHANGHAI HYPERLINK MARKET RESEARCH CO., LTD.

                                   ----------

                            Dated as of 14 June 2006


                                       1

<PAGE>

THIS is made between the following parties in Shanghai, PRC:

(1)  XIE, Wei, a citizen of PRC and holder of PRC identity card number
     310103196911060835 with an address of Rm. 302, No. 46, Guilin West Street,
     Xuhui District, Shanghai ("TRANSFEROR 1");

(2)  LU, Qinyong, a citizen of PRC and holder of PRC identity card number
     310109197010053614 with an address of Rm.301, No. 7, Tiyuhui Road, Shanghai
     ("Transferor 2", and together with Transferor1, the "Transferors";
     "Transferor" means each of them);

(3)  Win Jei-Ching, James, holding the passport of the Republic of China (with
     number of 210781340) and Taiwanese ID (with number of 0063987803) and with
     an address of 1/F, No. 14, Zhongzheng Road, Yonghe City, Taipei, Taiwan
     ("Warrantor 1");

(4)  YANG ,Jing, a citizen of PRC and holder of PRC identity card number
     330602197307110022 with an address of Rm. 802, No. 3, Liangcheng Road,
     Shanghai("Warrantor 2")

(5)  SHI, Hui,a citizen of PRC and holder of PRC identity card number
     422323197309020046 with an address of Rm. 502, 7th District, Zaobao Road,
     Shanghai("Warrantor 3")

(6)  PANG, L, a citizen of PRC and holder of PRC identity card number
     440105196906120911 with an address of Rm. 1504, No. 25, Jinan Road,
     Zhuhai District, Guangzhou("Warrantor 4")

(7)  YANG, Weidong, a citizen of PRC and holder of PRC identity card number
     440102197306190014 with an address of Rm. 502, No. 2, Yuexiu District,
     Guangzhou ("Warrantor 5")

     (Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and Warrantor 5,
     collectively as "Warrantors" and "Warrantor" means each of them).

     (Transferor 1, Transferor 2, Warrantor 1, Warrantor 2, Warrantor 3,
     Warrantor 4 and Warrantor 5 are collectively referred to as "Vendors" and
     "Vendor" means each of them.)

(8)  Xinhua Finance Limited (the "PARENT"), a limited liability company duly
     incorporated and existing under the laws of Cayman Islands and listed on
     the Mothers Booard of the Tokyo Exchange (Symbol:9399)

(9)  Beijing Taide Advertising Co Ltd ("Taide"), a limited liability company
     duly incorporated and existing under the laws of PRC and having its
     registered office situated at Rm. 103, Unit 2, No.16, Beijing Tiyu
     University, Yuan Ming Garden, Beijing, which is indirectly controlled by
     the Parent.

     (Parent and Taide collectively as "Purchasers" and "Purchaser" means each
     of them.)

(10) Shanghai Hyperlink Market Research Co Ltd ("Company")

The Transferors, Warrantors and the Purchasers are collectively referred to as
"PARTIES" and "PARTY" means each of the Purchaser, Transferors and Warrantors.


                                       2

<PAGE>

                                     RECITAL

WHEREAS:

(A)  The Company is engaged in the business of providing market research and
     information consultancy service.

(B)  On the date of the execution of this Agreement, Transferor 1 is the legal
     and record owner of 80% of the total share equity interests in the
     registered capital of the Company, of which (i) 23.30%, 4.66%, 4.66%, 3.40%
     and 2.03% of the total share equity of the Company are held by Transferor 1
     for and on behalf of the Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4
     and Warrantor 5 respectively, and (ii) 41.95% of the total share equity of
     the Company is legally and beneficially held by Transferor 1.

(C)  On the date of the execution of this Agreement, Transferor 2 is the legal
     and record owner of 20% of the total share equity interests in the
     registered capital of the Company of which (i) 1.36% of the total share
     equity of the Company are held by Transferor 2 for and on behalf of
     Warrantor 5; and (ii) 18.64% of the total share equity of the Company is
     legally and beneficially held by Transferor 2.

(D)  Subject to the terms and conditions of this Agreement, the Parent wishes,
     through Taide, to purchase from the Vendors, and the Vendors wish to sell
     to the Purchasers all the legal and beneficial interest in fifty one
     percent (51%) of all the share equity of the Company held by Transferor 1
     and Transferor 2 ((a) with respect to Transferor 1, 40.8% share equity of
     the Company held by him (including (i) the 21.39% share equity of the
     Company legally and beneficially held by Transferor 1, (ii) the 11.88%,
     2.38%, 2.38%, 1.73% and 1.04% share equity of the Company held by
     Transferor 1 for and on behalf of Warrantor 1, Warrantor 2, Warrantor 3,
     Warrantor 4 and Warrantor 5 respectively); (b) with respect to Transferor
     2, 10.2% share equity of the Company held by him (including: (i) the 9.51%%
     share equity of the Company legally and beneficially held by Transferor 2
     himself; and (ii) the 0.69%% share equity of the Company held by Transferor
     2 for and on behalf of Warrantor 5.); the aforesaid share equity as set
     forth in (a) and (b) collectively as the "SALE EQUITY"). After the purchase
     of the Sale Equity by the Purchasers, Taide shall hold 51%, Transferor 1
     hold 39.2% of the Company and Transferor 2 hold 9.80% share equity of the
     Company respectively.

(E)  Following the purchase of the Sale Equity both the Transferors
     (representing themselves and all Warrantors) and Taide agree to
     additionally increase the registered capital of the Company by RMB4,000,000
     (from RMB500,000 to RMB4,500,000) on a pro rata basis: Taide shall
     contribute RMB2,040,000; Transferor 1 shall contribute RMB 1,568,000; and
     Transferor 2 shall contribute RMB 392,000. Following such increase of the
     registered capital, Taide hold 51% , Transferor 1 hold 39.2% and Transferor
     2 hold 9.80% share equity of the Company respectively.

(F)  In addition, the Parent, the Transferors and the Warrantors are undertaking
     to directly or indirectly engage in the market research online business.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and
covenants hereinafter set forth, the Purchasers and the Vendors hereby agree as
follows:


                                       3

<PAGE>

                                    ARTICLE 1
                                   DEFINITIONS

SECTION 1.01 Certain Defined Terms

As used in this Agreement, the following terms shall have the following meanings
unless the context requests otherwise:


                                  
"2006 Consideration"                 has the meaning set forth in Section 2.02.

"2006 Financials"                    has the meaning set forth in Section 2.02.

"2006 Net Income"                    has the meaning set forth in Section 2.02.

"2007 Consideration"                 has the meaning set forth in Section 2.02

"2007 Financials"                    has the meaning set forth in Section 2.02.

"2007 Net Income"                    has the meaning set forth in Section 2.02.

"Acquisition Transaction"            has the meaning set forth in Section 2.01

"Action"                             means any claim, litigation, arbitration or
                                     inquiry, or judicial, administrative,
                                     regulatory or other proceeding, brought by
                                     or before (or in the case of a claim,
                                     capable of being brought by or before) any
                                     court, government agency or other
                                     Governmental Authority or any person.

"Accounts"                           has the meaning set forth in Schedule 4.

"Affiliates"                         means (a) in relation to any corporate or
                                     non-corporate legal person, any other
                                     person which, directly or indirectly,
                                     controls or is controlled by or is under
                                     common control with such person and for the
                                     purposes of this definition "CONTROL" when
                                     used with respect to any specified person
                                     means the power to direct the management
                                     and policies of such person, directly or
                                     indirectly, whether through the ownership
                                     of voting securities, by contract or
                                     otherwise, and the terms "CONTROLLING" and
                                     "CONTROLLED" have meanings correlative to
                                     the foregoing, and (b) in relation to any
                                     natural person, his or her spouse,
                                     children, parents and parents-in-law.

"AOA"                                means Company's new articles of association
                                     adopted by both Transferors(for and on
                                     behalf of themselves and all other
                                     Warrantors) and Purchaser, the specific
                                     details of which has been set forth in
                                     Annex 1..

"Balance Sheet"                      has the meaning set forth in Schedule 4.

"Business"                           has the meaning set forth in Section
                                     7.02(a).



                                       4
<PAGE>


                                  
"Business Day"or "Business Days"     means any day that is not a Saturday, a
                                     Sunday or other day on which banks are
                                     required or authorized by Law to be closed
                                     in Hong Kong or Shanghai, PRC.

"Charter Documents"                  has the meaning set forth in Schedule 4.

"Clients"                            has the meaning set forth in Section
                                     7.02(b).

"Closing"                            has the meaning set forth in Section 2.04.

"Closing Date"                       has the meaning set forth in Section 2.04.

"Company"                            means Shanghai Hyperlink Market Research Co
                                     Ltd.

"Confidential Information"           has the meaning set forth in Section 7.03
                                     or Schedule 4, as the case may be.

"Contracts"                          has the meaning set forth in Schedule 4.

"Dollars" or "$"                     means United States dollars.

"E-Business"                         has the meaning set forth in Section 6.01.

"EBITDA"                             means Company's earnings before interest,
                                     taxes, depreciation, and amortization.

"Earnout Period"                     has the meaning set forth in Section 8.02.

"Edata Agreements"                   has the meaning set forth in Section 6.01.

"Edata Transaction"                  has the meaning set forth in Section 6.02.

"Encumbrance"                        has the meaning set forth in Schedule 4.

"Financial Statements"               has the meaning set forth in Schedule 4.

"FIE"                                means the foreign invested enterprise as
                                     defined by PRC laws.

"Force Majeure"                      has the meaning set forth in Section 11.07(a).

"Government Approval"                means any approval, consent or
                                     authorization from, registration or filing
                                     with, notice to, or license, permit or
                                     certification from, any Governmental
                                     Authority. Government Approvals with
                                     respect to any Action to be taken by any
                                     party hereunder means such Government
                                     Approvals as are required for the Action
                                     under applicable Law. Whenever any form of
                                     requirement of "GOVERNMENT APPROVAL" is
                                     referred to herein, it shall be interpreted
                                     and construed to include the



                                       5

<PAGE>


                                  
                                     requirement that such approval be in form
                                     and substance reasonably acceptable to the
                                     parties hereto.

"Governmental Authority"             means any government, governmental,
                                     regulatory or administrative authority,
                                     agency or commission or any court,
                                     tribunal, or judicial or arbitral body.

"Governmental Order"                 means any order, judgment, injunction or
                                     award entered by or with any Governmental
                                     Authority.

"Group"                              means the Company and Guangzhou Hyperlink.

"Guangzhou Hyperlink"                means Guangzhou Hyperlink Research Co Ltd,
                                     the existing general corporate information
                                     of which are set out in Schedule 1.

"Group Member"                       means each member of the Group, i.e. the
                                     Company or Guangzhou Hyperlink.

"Hong Kong"                          means Hong Kong Special Administrative
                                     Region of PRC

"IFRS"                               means the International Financial Reporting
                                     Standards promulgated by the International
                                     Accounting Standards Board from time to
                                     time

"Initial Consideration"              has the meaning set forth in Section 2.02.

"Initial Purchase"                   has the meaning set forth in Section 6.02.

"Intellectual Property"              has the meaning set forth in Schedule 4.

"Last Accounting Date"               has the meaning set forth in Schedule 4.

"Law"                                means any (i) national, provincial, state,
                                     or local statutes, regulations, ordinances,
                                     rules, codes, judgments, awards, orders or
                                     policies of Governmental Authorities, and
                                     any other rules, standards or
                                     specifications having the force or effect
                                     of law, whether PRC or non-PRC; and (ii)
                                     treaties, conventions, protocols and other
                                     promulgations having transnational legal
                                     effect.

"Leases"                             has the meaning set forth in Schedule 4.

"Licensed Intellectual Property"     has the meaning set forth in Schedule 4.

"Losses"                             has the meaning set forth in Section 10.02.

"Management Team"                    means the person as set forth in Schedule
                                     3.



                                       6

<PAGE>


                                  
"Material Adverse Change"            means any change that results or could
                                     result in a Material Adverse Effect.

"Material Adverse Effect"            means any effect which, alone or together
                                     with any other such effect, (i) is
                                     materially adverse to the business,
                                     operations, assets or liabilities, employee
                                     relationships, customer or supplier
                                     relationships, prospects, results of
                                     operations or the condition (financial or
                                     otherwise) of the Group take as a whole; or
                                     (ii) materially impairs the ability of the
                                     Group member to conduct its business in the
                                     ordinary course of business; or (iii)
                                     materially impairs the ability of the
                                     Vendors or each Group Member to perform
                                     their obligations under this Agreement.

"Maximum Subsequent Consideration"   has the meaning set forth in Section 2.02.

"Merger Consideration"               has the meaning set forth in Section 2.02.

"New Cos"                            has the meaning set forth in Section 6.02.

"Offshore Co"                        has the meaning set forth in Section 6.02.

"Owned Intellectual Property"        has the meaning set forth in Schedule 4.

"Person" or "person"                 means a natural person, partnership,
                                     limited liability partnership, corporation,
                                     joint stock company, trust, unincorporated
                                     association, joint venture or other entity,
                                     and pronouns have a similarly extended
                                     meaning.

"PBOC"                               People's Bank of China.

"PRC"                                means the Peoples' Republic of China (for
                                     the purpose of this Agreement, excluding
                                     Hong Kong (Special Administrative Region),
                                     Macau (Special Administrative Region) and
                                     the district of Taiwan, unless expressed to
                                     the contrary).

"Pre-closing Tax Period"             has the meaning set forth in Section
                                     10.03(c).

"Purchaser Indemnified Person"       has the meaning set forth in Section 10.02.

"Related Agreements"                 has the meaning set forth in Schedule 4.

"Restricted Period"                  has the meaning set forth in Section 7.02.

"Returns"                            has the meaning set forth in Schedule 4.

"Sale Equity"                        has the meaning set forth in (c) of
                                     Recital.

"Subscription Amount"                has the meaning set forth in Section 2.05.



                                       7

<PAGE>


                                  
"Subscription Transaction"           has the meaning set forth in Section 2.04.

"Subsequent Payment"                 has the meaning set forth in Section 2.02.

"Taide's Contribution"               has the meaning set forth in Section 2.05.

"Tax"                                means any tax, levy, duty or other charges
                                     of any kind imposed by any Governmental
                                     Authority, including without limitation,
                                     taxes and charges upon or in respect of
                                     income, payroll, employment, excise,
                                     severance, stamp, occupation, education,
                                     stock transfer, capital gains, withholding,
                                     social security, property, sales, use,
                                     license or registration; value added taxes;
                                     customs duties and tariffs; and any
                                     interest, penalty or addition thereto,
                                     whether disputed or not.

"Termination Date"                   has the meaning set forth in Section
                                     9.02(b).

"Transaction"                        refer to the transaction as contemplated in
                                     this Agreement.

"Transferor 1 Contribution"          has the meaning set forth in Section 2.05.

"Transferor 2 Contribution"          has the meaning set forth in Section 2.05.

"Vendors Indemnified Person"         has the meaning set forth in Section 10.03.

"Warranties"                         means the warranties, representations and
                                     undertakings of the Vendors contained in or
                                     referred to in Article 4 hereof and
                                     Schedule 4.

"WFOE"                               has the meaning set forth in Section 6.02.

"Transferors Dividends"              means an amount equal to the sum of (a) the
                                     current assets as of 30 April 2006 less (b)
                                     the current liabilities as of 30 April
                                     2006, and less (c) 3 month working capital
                                     requirements to the operation of the
                                     Company as a going concern as calculated
                                     having a reference to the actual financial
                                     reports in the calendar year of 2005 and
                                     determined by the Purchaser (such
                                     determination to be final and binding
                                     except in the case of manifest error) based
                                     on PRC local tax statutory reporting
                                     standards.



                                       8
<PAGE>

                                   ARTICLE 2
     PURCHASE AND SALE OF THE SALE EQUITY AND SUBSCRIPTION OF THE
                  ADDITIONAL REGISTERED CAPTIAL OF THE COMPANY

SECTION 2.01 Purchase and Sale of the Sale Equity.

Upon the terms and subject to the conditions of this Agreement, the Purchasers
shall, through Taide, purchase from each of the Vendors, and each of the
Vendors shall procure the sale to Taide, of the Sale Equity (the "ACQUISITION
TRANSACTION") which in aggregate shall represent fifty one percent (51%) of the
total share equity of the Company, free from all charges, liens, Encumbrances
and other third party claims and interests and together with all rights now or
hereafter attached to them, including any and all rights and benefits arising
from or associated with such equity interests (including, but not in anyway
limited to, all rights and benefits in connection with the Company's retained
earnings, and any dividend or other distribution declared, made or paid after
the date of this Agreement).

SECTION 2.02 Merger Consideration Amount

The purchase price (the "MERGER CONSIDERATION") for the Sale Equity shall be
comprised of (i) the Initial Consideration and (ii) the Subsequent Consideration
(as defined below), determined and payable by the Purchaser or Taide to the
Vendors in the manner, at the times and in the amounts set forth in this Section
2.02.

(a)  The "INITIAL CONSIDERATION" shall be $2,500,000.00 (US Dollar two million
     and five hundred thousand only) or its equivalent RMB payable by the
     Purchaser as follows:

     (i)  $31,875.00 or its equivalent RMB255,000 shall be payable by the Parent
          or Taide to the bank account in PRC jointly designated by the
          Transferors no later than ten (10) Business Days following the
          Closing;

     (ii) $500,000 shall be paid by the Parent or Taide in Dollars to the bank
          account of the Offshore Co (as defined below) no later than ten (10)
          Business Days following the Closing, which shall be deemed to be the
          capital of Offshore Co, which Warrantor 1 is liable to contribute to
          the Offshore Co.; and

     (iii) the remaining part of the Initial Consideration, $1,968,125.00, shall
          be paid by the Parent or Taide to one bank account jointly designated
          by the Transferors no later than ten(10) Business Days following the
          Closing.

(b)  The "SUBSEQUENT PAYMENT" shall be a maximum of $3,620,000 (the "MAXIMUM
     SUBSEQUENT CONSIDERATION"), and shall be paid by the Purchasers no later
     than twenty (20) Business Days after receipt by the Parties of the 2006
     Financials or 2007 Financials as the case may be (the date of such payment,
     the "SUBSEQUENT PAYMENT DATE".).

     (i)  If the 2006 Net Income is equal to or greater than RMB 8,000,000, then
          the Subsequent Payment shall be the lesser of:

          (aa) 2006 Consideration; and

          (bb) the Maximum Subsequent Consideration,

          and the Merger Consideration shall be paid in full and the Purchaser
          shall have no further liability in respect thereof.

     (ii) If the 2006 Net Income is less than RMB8,000,000, the Transferors may,
          by serving a joint written notice to the Purchasers within 3 Business
          Days of the


                                        9

<PAGE>

          receipt by the 2006 Financials, elect to forego the 2006
          Consideration, in which case the Subsequent Payment shall be paid to
          the Transferors in 2007 and shall be equal to the lesser of:

          (aa) the Maximum Subsequent Consideration; and

          (bb) the greater of the 2006 Consideration and the 2007 Consideration.


     (iii) "2006 CONSIDERATION" shall mean the product of (A) 2006 Net Income,
          (B) 10 and (C) 0.51 minus $2,500,000 (US Dollar two million and five
          hundred thousand.

     (iv) "2006 NET INCOME" shall mean the Company's aggregate net income after
          tax for the period from 1 July 2006 to 30 June 2007 as set out in the
          2006 Financials.

     (v)  "2006 FINANCIALS" means the Company's audited financial statements for
          the period from 1 July 2006 to 30 June 2007, prepared by a firm of
          qualified auditors in the PRC selected by the Purchaser in accordance
          with IFRS.

     (vi) "2007 CONSIDERATION" shall mean the product of (A) 2007 Net Income,
          (B) 10 and (C) 0.51 minus $2,500,000 (US Dollar two million and five
          hundred thousand).

     (vii) "2007 NET INCOME" shall mean the Company's aggregate net income after
          tax for the period from 1 July 2007 to 30 June 2008 as set out in the
          2007 Financials.

     (viii) "2007 FINANCIALS" means the Company's audited financial statements
          for the period from 1 July 2007 to 30 June 2008, prepared by a firm of
          qualified auditors in the PRC selected by the Purchaser in accordance
          with IFRS.

(c)  The Subsequent Payment shall be paid by the Purchasers to the bank accounts
     in and/or outside PRC jointly designated by the Transferors, and shall be
     paid within 20 Business Days after delivery to the Purchaser of the
     information required under 2.02(d) below.

(d)  At least 3 (three) Business Days in advance of Subsequent Payment Date and
     Closing Date, the Transferors shall in writing advise the Purchasers of the
     manner in which the Purchaser should deliver such portion of the Merger
     Consideration payment unless specified in this Agreement.

(e)  Any portion of the Merger Consideration that is payable by the Purchasers
     in cash pursuant to Section 2.02 shall be transferred by wire transfer of
     immediately available funds.

(f)  Within 90 calendar days subsequent to June 30, 2007 (and/or, if necessary
     and as the case may be, 30 June 2008), the Purchasers and the Vendors shall
     cause to be prepared and shall deliver the 2006 Financials (and/or, if
     necessary and as the case may be, 2007 Financials) to each of the
     Purchasers and Vendors.

(g)  Any dispute regarding the determination of 2006 Net Income (and, as the
     case may be, 2007 Net Income) will be resolved in accordance with Section
     11.05.


                                       10

<PAGE>

(h)  Whenever payments or calculations to be made pursuant to this Agreement
     require the conversion or comparison of RMB and Dollar amounts, the
     exchange rate to be applied shall be the middle rate of exchange of Dollar
     and RMB published by People's Bank of China ("PBOC") through the authorized
     China Foreign Exchange Trading Centre (or if not available from such
     entity, the other entity authorized by PBOC) on the day of the actual
     payment date.

SECTION 2.03 Transferors Dividends

(a)  The Transferors are entitled to the Transferors Dividends on a pro rata
     basis (i.e. with respect to Transferor 1, 80% thereof; with respect to
     Transferor 2, 20% thereof). The Purchasers acknowledge (relying on the
     representation and Warranties given by the Vendors) and the Vendors agree
     that the amount of such Transferors Dividends shall be RMB2,880,000.00.

(b)  Within 7 Business Days following the Closing,

     (i)  RMB1,960,000 out of such Transferors Dividends shall be converted to
          the Transferor 1 Contribution and Transferor 2 Contribution (as
          defined below) which the Transferors are committed to pay to the
          Company as contemplated in Subscription Transaction; and

     (ii) the remaining portion of the Transferors Dividends, RMB920,000, shall
          be paid to the bank account jointly designated by the Transferors.

SECTION 2.04 Closing.

(a)  Subject to the provisions of Section 5.01 and Section 5.02 and other terms
     and conditions of this Agreement, the sale and purchase of the Sale Equity
     contemplated by this Agreement shall take place at a closing (the
     "CLOSING") to be held at the business office of the Company at 10:00A.M.
     Beijing time on the third (3rd ) Business Day following satisfaction or
     waiver in writing of the conditions to the Closing by the relevant parties
     set forth in Article 5, or at such other place or at such other time or on
     such other date as the Vendors and the Purchasers may agree upon in writing
     (the day on which the Closing takes place being the "CLOSING DATE").

(b)  Immediately following Closing, the share structure of the Group shall be as
     follows:

     (i)  Taide is the legal, beneficial and registered shareholder of the
          Company holding 51% share equity thereof;

     (ii) Transferor 1 is the registered shareholder of the Company holding
          39.2% share equity of the Company (among which holding 20.56%% for
          himself and holding 11.42%%, 2.28%%, 2.28%%, 1.67%% and 0.99% for and
          on behalf of Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and
          Warrantor 5 respectively);

     (iii) Transferor 2 is the registered shareholder of the Company holding
          9.8% share equity of the Company (among which holding 9.13% for
          himself and holding 0.67%% for and on behalf of Warrantor 5); and

     (iv) The Company is the sole shareholder of Guangzhou Hyperlink.

SECTION 2.05 Increasing of the Registered Capital of the Company after the
Closing


                                       11

<PAGE>

(a)  The Parties agree, within 60 calendar days immediately following the
     Closing, to cause the Company to complete the increasing of the registered
     capital by RMB4,000,000 (the "SUBSCRIPTION AMOUNT") by subscription by
     Taide and Transferors jointly ("SUBSCRIPTION TRANSACTION"). For the purpose
     of such Subscription Transaction, Taide shall contribute RMB2,040,000
     ("TAIDE'S CONTRIBUTION"), Transferor 1 shall contribute RMB1,568,000 (the
     "TRANSFEROR 1 CONTRIBUTION") and Transferor 2 shall contribute RMB392,000
     (the "TRANSFEROR 2 CONTRIBUTION") thereof respectively.

(b)  For the purpose of the aforesaid Subscription Transaction, all the Parties
     agree that RMB1,960,000 out of the Transferors Dividends(as referred to in
     Section 2.03(b)(i)) may be converted to the Transferor 1 Contribution and
     Transferor 2 Contribution which the Transferors are committed to pay to the
     Company as contemplated in the Subscription Transaction.

(c)  All the Parties are committed to sign and execute any documents and do any
     things (including without limitation, the registration in the local company
     registration) to cause the Company to complete such Subscription
     Transaction.

(d)  Following the Subscription Transaction, the amount of the Company's
     registered capital shall be RMB4,500,000 of which Taide shall hold 51
     percent of the share equity thereof.

                                   ARTICLE 3
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Each of the Purchasers hereby represents and warrants to the Vendors as follows:

SECTION 3.01 Authority to Execute and Perform this Agreement.

The execution and delivery of this Agreement by the Purchaser, the performance
by the Purchaser and of its obligations hereunder and the consummation by the
Purchaser of the Transaction have been duly authorized by all requisite action
on the part of the Purchaser. This Agreement has been duly executed and
delivered by the Purchaser, and (assuming due authorization, execution and
delivery by the Vendors) constitutes a legal, valid and binding obligation of
the Purchaser enforceable against it in accordance with its terms.

SECTION 3.02 No Conflict.

The execution, delivery and performance of this Agreement by the Purchaser do
not and will not (a) violate, conflict with or result in the breach of any
provision of the articles of association of the Purchaser or (b) conflict with
or violate any Law or Governmental Order applicable to the Purchaser or any of
their assets, properties or businesses.

                                   ARTICLE 4
                  REPRESENTATIONS AND WARRANTIES OF THE VENDORS

SECTION 4.01 In consideration of the Purchaser entering into this Agreement,
each of the Vendors hereby warrants and represents to and undertakes with the
Purchaser on a joint and several basis that each of the Warranties is now and
will, at all times from the date hereof be complete, true and accurate in all
respects and will not be in any way misleading.


                                       12

<PAGE>

SECTION 4.02 The Vendors acknowledge that the Purchaser has entered into this
Agreement on the basis of the Warranties and that the Purchaser is relying on
the Warranties. Each Warranty shall be construed independently.

SECTION 4.03 The Purchaser's right or ability to make a claim under or in
respect of the Warranties or to damages or other relief in respect of any breach
of the Warranties shall not be affected or limited, and the amount recoverable
shall not be reduced, by any other information of which the Purchaser has or may
have actual or constructive or imputed knowledge and, in particular the rights
and remedies of the Purchaser shall not be affected or limited in any way by any
investigation made by or on behalf of the Purchaser into the Group.

SECTION 4.04 The right or ability of the Purchaser to make a claim under or in
respect of the Warranties shall be without prejudice to any other right of the
Purchaser to damages or other relief in respect of any breach of the Warranties.

SECTION 4.05 The execution and delivery of this Agreement by each Vendor, the
performance by each Vendor of his/her obligations hereunder and the consummation
by each Vendor of the Transaction have been duly authorized by all requisite
action on the part of each Vendor. This Agreement has been duly executed and
delivered by the Vendors, and (assuming due authorization, execution and
delivery by the Purchaser) constitutes a legal, valid and binding obligation of
the Vendors enforceable against the Vendors in accordance with its terms. The
execution, delivery and performance of this Agreement by the Vendors do not and
will not (a) violate, conflict with or result in the breach of any provision of
the organizational documents of the Vendors and Group Member; or (b) conflict
with or violate any Law or Governmental Order applicable to the Vendors or Group
Member, or any of their/its assets, properties or businesses.

SECTION 4.06 The execution, delivery and performance of this Agreement by the
Vendors do not and will not require any consent, approval, authorization or
other order of, action by, filing with or notification to, any Governmental
Authority or its designated organizations, except for the relevant registrations
on Transaction in the competent company registration authorities. If either any
of the Parties is notified by any Governmental Authority that any relevant
approval or consent whatsoever has deficiencies or is not perfect whether before
or after the Closing Date, the Vendors shall obtain or perfect such approval or
consent whatsoever within a period of 3 (three) months from the date of such
notification or such shorter period as the applicable law may stipulate from
time to time. If such approvals or consent whatsoever are not obtained or
perfected within the aforesaid period, the Purchaser is entitled to, at its sole
and absolute discretion, request that each Vendor to immediately return all or
any portion of the paid Merger Consideration as contemplated in the Acquisition
Transaction back to the Parent and Taide in the same currency of the said Merger
Consideration paid by the Parent and Taide without delay and the Vendors are
responsible for any aforesaid repayment on a joint and several basis and shall
make such payment without delay.

SECTION 4.07 Each of the Vendors represents and warrants to the Purchaser that
each of the statements contained in Schedule 4 are correct and complete as of
the date of this Agreement and will be true and accurate for all periods up to
and including the Closing Date.

                                    ARTICLE 5
                            CONDITIONS TO OBLIGATIONS

SECTION 5.01 Conditions to Obligations of the Vendors


                                       13

<PAGE>

The obligations of the Vendors to consummate the Acquisition Transaction shall
be subject to the fulfillment, at or prior to the Closing, of each of the
following conditions:

(a)  The representations and warranties of the Purchaser contained in this
     Agreement shall be true and correct in all material respects as of the
     Closing Date, with the same force and effect as if made as of the Closing
     Date except where any such failure of the representations and warranties in
     the aggregate to be true and correct in all respects would not reasonably
     be expected to have a Material Adverse Effect.

(b)  No Action shall have been commenced or threatened by or before any
     Governmental Authority or non-Governmental Authority against the Vendors or
     the Purchasers, seeking to restrain the Acquisition Transaction which, in
     the reasonable, good faith determination of the Vendors, is likely to
     render it impossible or unlawful to consummate such Acquisition
     Transactions; provided, however, that the provisions of this Section
     5.01(b) shall not apply if any of the Vendors has directly or indirectly
     solicited or encouraged any such Action; and

(c)  the Purchaser shall have performed in all material respects each obligation
     and agreement and shall have complied in all material respects with each
     covenant to be performed and complied with by it under this Agreement at or
     prior to the Closing Date.

SECTION 5.02 Conditions to Obligations of the Purchaser. The obligation of the
Purchaser to consummate the Acquisition Transaction shall be subject to the
fulfillment of each of the following conditions.

(a)  The Warranties shall be true and correct in all material respects on the
     Closing Date with the same force and effect as if made as on each such
     date, except where any such failure of the representations and warranties
     in the aggregate to be true and correct in all respects would not
     reasonably be expected to have a Material Adverse Effect.

(b)  On each of the Closing Date, and Subsequent Payment Date, no Action shall
     have been commenced or threatened by or before any Governmental Authority
     against the Vendors or the Purchasers seeking to restrain the Acquisition
     Transaction which, in the reasonable, good faith determination of the
     Purchaser, is likely to render it impossible or unlawful to consummate such
     transactions.

(c)  All members of the Management Team shall have signed the executive service
     agreement (the substance of which has been listed in Schedule 2) with the
     Company reasonably acceptable to the Purchaser, for a period of four years
     and the said signed executive service agreement shall have been delivered
     to the Purchasers.

(d)  Since the date of this Agreement, no fact, circumstance, event or change
     shall have occurred, or be reasonably likely to occur, which has had, or
     could reasonably be expected to have, a Material Adverse Effect.

(e)  Each of the Vendors shall have performed in all material respects each
     obligation and agreement and shall have complied in all material respects
     with each covenant to be performed and complied with by it under this
     Agreement at and/or prior to the Closing Date.

(f)  Each of the Vendors shall have waived any pre-emptive rights it may have
     relating thereto as contemplated by this Transaction by the articles of
     association of each Group Member and the applicable Law and the relevant
     written consents evidencing


                                       14

<PAGE>

     such waive executed by such Vendors respectively shall have been delivered
     to the Purchaser, in the form satisfactory to the Purchaser.

(g)  The shareholders, the board of directors and/or equivalent internal power
     authority of the Purchasers have approved the Transaction and the relevant
     documents shall have been delivered to the Purchasers, in the form
     satisfactory to the Purchasers.

(h)  The Purchasers shall have completed their due diligence inquiry of each
     Group Member and be reasonably satisfied with the results thereof.

(i)  Each Group Member's outstanding debt owing to any of the Vendors, including
     without limited to the outstanding loans whatsoever, shall have been waived
     by each of the Vendors and an acknowledgement from each of the Vendors in
     the form satisfactory to the Purchaser, addressed to each Group
     Member and the Purchasers, shall have been delivered to the
     Purchasers, expressly confirming that any Group Member has no any
     indebtedness owing to such Vendor at the date thereof and if any, the said
     Vendor expressly waive such indebtedness.

(j)  The Company's AOA, in the form and substance as set forth in Annex 1, shall
     have been executed by each of the Transferors and been delivered to the
     Purchaser.

(k)  The duly executed instrument shall have been delivered to the Purchaser,
     expressly evidencing the alteration to each Group Member's shareholding
     registration as contemplated herein (including without limited to (i) the
     registration of the new directors of the board of the Company appointed by
     Taide in accordance with the AOA, (ii) the registration of Taide as the new
     shareholder of the Company holding 51% equity of the Company, (iii) the
     registration of the AOA).

(l)  The minutes of Company's shareholders meeting approving this Agreement,
     AOA, the related agreements as contemplated in the Transaction shall have
     been delivered to the Purchaser.

(m)  The resolution of the board of directors of the Company approving and
     authorizing this Agreement, AOA, the related agreements as contemplated in
     this Agreement, the Transaction shall have been delivered to the Purchaser;

(n)  The letters of resignation from all the current directors of the board or
     (in the case of no board of the directors) the executive director of the
     Company shall have been delivered to the Purchasers;

(o)  The Company shall issue to the Purchasers a capital contribution
     certificate in the form satisfactory to the Purchasers evidencing Taide's
     holding of 51% share equity interest in the registered capital of the
     Company.

(p)  The shareholder agreement and subscription agreement, the form and
     substance of which are material same as Annex 2 and 3 has been executed by
     the relevant parties thereof.

(q)  The necessary documents certifying that the Company is the sole shareholder
     of Guangzhou Hyperlink shall have been delivered to the Purchasers; and

(r)  Any other documents to give to the Purchaser good title to the Sale Equity,
     to enable Taide to become the 51% registered holder of the Company, to
     control each


                                       15

<PAGE>

     Group Member, and to understand the financial situation and operation of
     each Group Member, shall have been delivered to the Purchaser.

The Parties shall make best efforts to fulfill the conditions set out in this
Section 5.01 and 5.02, including without limitation to obtain all approvals from
relevant authorities for the purpose of the Acquisition Transaction. If due to
either party's default the Closing does not take place on or prior to the
Termination Date (as defined in Section 9.02 hereof), the other party which is
not at default has the right to terminate this Agreement by giving written
notice to such defaulting party and claim any damages and/or loss incurred by
it.

Closing shall not prejudice the rights of the Purchasers with respect to the
above conditions or the obligations of the Vendors to provide or procure the
same except as explicitly waived by the Purchasers in writing.

                                    ARTICLE 6
                                   E-BUSINESS

Section 6.01 Engagement In Market Research On Line Business In PRC

In addition to the Acquisition Transaction and Subscription Transaction
contemplated hereof, the Vendors and Parent(or its nominee) intend to jointly
engage in the market research online business("E-BUSINESS") subject to the terms
and conditions hereof and other related agreements ("EDATA AGREEMENTS", as
defined below). For the purpose of this Agreement, the Edata Agreements mean the
shareholders agreement and subscription agreement, the substance of which are
set forth in Annex 2 and Annex 3.

Section 6.02 Arrangement on the Edata Transaction

For the purpose to the engagement in the E-Business, the Vendors and the
Parent(or its nominee) shall cooperate in the following manner ("EDATA
TRANSACTION").

(a)  At the date of this Agreement, the Warrantor 1 is the sole equity and legal
     shareholder of Hyperlink E-data International Limited("OFFSHORE CO")
     incorporated in Brisith Virgin Islands.

(b)  Subject to the terms and conditions as set forth in the Edata Agreements,
     the Parent is entitled to acquire 19% of total share equity of the Offshore
     Co ("INITIAL PURCHASE") and additionally has the option to acquire up to
     50% share equity of the Offshore Co.

(c)  Following the completion of Initial Purchase, the Parent(or its nominee)
     and the Vendors shall cause the Offshore Co to incorporate a limited
     liability subsidiary with registered capital of $1,000,000 (US Dollar one
     million) in PRC with the registered office at 21st floor of New City
     Building, No.167 Jiangning Road, Shanghai PRC (the "WFOE") of which the
     Offshore Co legally and beneficially holds 100% share equity. Both
     Offshore Co and WFOE (collectively as "NEW COS") will be directly involved
     in E-Business in PRC.

(d)  In addition, the Parent agrees to make or cause a 3 year term loan, the
     total amount of which shall be $750,000 or the equivalent amount of RMB, to
     fund the Offshore Co with interest at between 2% to 4% annually, the
     detailed arrangements of which shall be additionally determined by the
     Parent and Offshore Co.

(e)  Based on the representation and Warranties of the Vendors, all the Parent
     and Vendors agree that they will cause the WFOE, after its incorporation,
     to purchase or assume the assets or costs (as listed in Schedule 9)
     relating to the E-Business from the Company at the consideration of
     RMB1,528,362.93.


                                       16

<PAGE>

                                    ARTICLE 7
                                 NON COMPETITION

SECTION 7.01 Acknowledgements.

Each Vendor hereby acknowledges and agrees as follows:

(a)  the Vendors' relationship with the Group involves and has involved the
     understanding of and access to certain trade secrets and confidential
     information pertaining to the property, business and operations of each
     Group Member, New Cos, and their Affiliates;

(b)  the Vendors' competition with the Group Member, Purchaser, New Cos and/or
     their Affiliates, the solicitation of the Group Member, Purchaser and New
     Cos Clients (as defined in Section 7.02(b) or employees of the Group,
     Purchasers, New Cos, and their Affiliates, or the Vendors' disclosure of
     trade secrets or confidential information relating to the Group Member and
     New Cos, the Purchaser, and their Affiliates, following the transfer of the
     Sale Equity to the Purchaser, would substantially and negatively impact the
     results and success of the operation of each Group Member, New Cos and/or
     their Affiliates beyond that which would arise from the competition of an
     unrelated third party;

(c)  all Clients of each Group Member and New Cos and their Affiliates,
     regardless of when or by whom acquired, are or will be the assets of the
     Group Member and their Affiliates, and not assets of the Vendors;

(d)  the Vendors have carefully considered the restrictions contained in this
     Article 7, and each of the Vendors specifically agrees that the same are
     reasonable, necessary and essential to the preservation of the business of
     each of Group Member, New Cos and their Affiliates for the benefit of the
     Purchaser; and

(e)  the Vendors' covenants set forth in this Article 7 are an essential part of
     the inducement of each Purchaser to enter into this Agreement, and but for
     the covenants contained herein, the Purchaser would not have entered into
     this Agreement.

SECTION 7.02 Non-Compete.

Each of the Vendors agrees with the Purchaser that he/she will not, and will
procure that each of his/her Affiliates will not, directly or indirectly,
whether by himself/herself, by his/her/its employees or agents and whether on
his/her/its own account or on behalf of or in conjunction with or through the
medium of, or as manager, adviser, consultant or agent for, any other person or
otherwise howsoever, for a period of holding directly or indirectly the share
equity of any Group Member or their respective Affiliates (including the
successor of such aforesaid entities) and 4(four) years thereafter (the
"RESTRICTED PERIOD"), without the express written permission of the Purchaser or
pursuant to the performance of its duties and obligations under this Agreement:

(a)  engage in, assist or have any active interest in a business located in PRC
     or any other place in which the Group Member, Purchaser, New Cos or their
     Affiliates carries on business, on his or her own behalf or for others,
     that provides, sells, develops, markets or conducts a business that
     directly or indirectly competes with or is substantially similar to the
     business conducted by the Group Member, Purchaser, New Cos or their
     Affiliates on the date of this Agreement, and/or of the Group


                                       17

<PAGE>

     Member, New Cos, Purchaser, or their Affiliates during the Restricted
     Period (the "BUSINESS");

(b)  solicit or canvass or otherwise deal with any person, firm, company or
     other organisation which at any time during the three (3) years prior to
     the date of this Agreement was a customer of any of the Group Member,
     Purchaser, New Cos or their Affiliates in relation to the Business or any
     of them or was, at such the date in the process of negotiating or
     contemplating doing business with any of the Group Member, Purchaser, New
     Cos or their Affiliates in relation to any the Business ("CLIENTS");

(c)  solicit or entice away or endeavour to solicit or entice away from the
     Group Member, Purchaser or New Cos or employ or otherwise engage any of the
     Group Member's, Purchaser's or New Cos' employees, whether or not such
     person would commit any breach of his contract of employment by reason of
     his leaving the service of the Group Member, Purchaser or New Cos;

(d)  engage or assist in any manner in any trade or business using, or be
     associated with any person engaged in any trade or business using (whether
     as a corporate name or trading name or trademarks or otherwise) any of the
     names, trademarks, logos, design, get up or packaging used by any Group
     Member, New Cos or Purchaser or their Affiliates or any names, trade marks,
     logos, design, get up or packaging which are confusingly similar to any
     names, trade marks, logos, design, get up or packaging used by any Group
     Member or New Cos or Purchaser or Affiliates; or

(e)  in the course of carrying on any trade or business, claim, represent or
     otherwise indicate any present association with the Business or, for the
     purpose of obtaining or retaining any business or custom, claim, represent
     or otherwise indicate any past association with the Business.

SECTION 7.03 Confidential Information.

Without the prior written consent of the Purchasers, the Vendors shall not use,
whether for itself or on behalf of any third party, or divulge to any third
party other than the Group Member, the Purchaser, New Cos or any of their
Affiliates or their or the Vendors' respective professional advisers, employees,
officers and directors for the benefit of any Group Member, the Purchaser, or
their Affiliates, any trade secrets or other Confidential Information (as
defined below) learned or obtained by such Vendor, whether prior to, on or after
the date of the execution of this Agreement. As used herein, the term
"CONFIDENTIAL INFORMATION" means information disclosed to or known by the
Vendors (whether before, on or after the date of this Agreement) as a
consequence of the Vendors' relationship with any Group Member and not generally
known in the industry in which any Group Member, the Purchaser, the New Cos or
any Affiliate of theirs is engaged and that in any way relates to the business
of the Group Member, the Purchaser, the New Cos or any Affiliate of theirs, and
regardless of the format in which it is presented or embodied (written, graphic,
electromagnetic or otherwise). The term "CONFIDENTIAL INFORMATION," as used
herein, does not include information (a) which was already in the public domain
through authorized disclosures, or (b) which is disclosed as a matter of right
by a third party source after the date of this Agreement provided that such
third party source is not bound by confidentiality obligations in favour of the
Group Member, the Purchaser, the New Cos or their Affiliates.

SECTION 7.04 Limitations.

While the parties hereto consider that the aforesaid non-compete restrictions
are reasonable in all the circumstances, it is agreed that if such restrictions
by themselves or taken together shall be adjudged to go beyond what is
reasonable in all the circumstances for the protection of the


                                       18

<PAGE>

interests of the Group Member, New Cos, Purchasers and their Affiliates but
would be adjudged reasonable if part or parts of the wording thereof were
deleted or the periods thereof were reduced or the range of businesses or area
dealt with thereby were reduced in scope, the relevant restriction or
restrictions shall apply with such modifications as may be necessary to make it
or them valid and effective.

                                    ARTICLE 8
                              ADDITIONAL AGREEMENT

SECTION 8.01 Further Action.

(a)  Each of the Parties shall (i) take all reasonable actions necessary to
     comply promptly with all legal and regulatory requirements which may be
     imposed on any of them with respect to the transactions contemplated by
     this Agreement and will promptly cooperate with and furnish information to
     each other in connection with any such requirements imposed on any of them
     in connection with the transactions contemplated hereby and (ii) take all
     reasonable actions necessary to obtain (and shall cooperate with each other
     in obtaining) any consent, authorization, order or approval of, or any
     exemption by, any Governmental Authority or other public or private third
     party, required to be obtained by any of the Parties in connection with the
     transactions contemplated by this Agreement, including without limited to
     the approval from the Approval Authority.

(b)  Following the Closing, the Vendors hereby undertake to follow and/or cause
     the Group Member to follow the instruction from the Purchasers on the
     rectification of the business operation of the Group Member, including
     without limited to as follows:

     (i)  The existing business address located at 12th floor of New City
          Building, No.167 Jiangning Road, Shanghai PRC shall been registered as
          a branch office of the Company;

     (ii) The Group Member's lease with respect to the site (i)12th floor and
          21st floor of New City Building, No.167 Jiangning Road, Shanghai PRC,
          (ii) Unit 1601, No.20, Chaowai Avenue, Chaoyang District, Beijing,
          PRC, and (iii) Unit 905 and 906, A, No. 195 Dongfeng Road(west),
          Yuexiu District, Guangzhou, PRC, shall been duly registered in the
          competent real estate registration authority;

     (iii) The tax registration certificate(State) of Beijing branch of the
          Company shall have been obtained by the Company and shall have been
          delivered to the Purchaser;

     (iv) Each Group Member shall fully make the payment on social welfare for
          all of its employees in accordance with the applicable Laws; and

     (v)  others which not comply with the applicable laws or the Purchaser's
          policy.

SECTION 8.02 Continuing Business.

For the period commencing on the date of this Agreement through and including
the Subsequent Payment Date (the "EARNOUT PERIOD"), each of the Vendors shall
act in good faith with regard to operating each Group Member's business in a
manner that is consistent with past practice. During the Earnout Period, none of
the Vendors shall, without the prior written approval of the Purchasers, (i)
require or permit the Group Member to incur any


                                       19

<PAGE>

financial expenditures or commitments (including employee benefit costs) outside
the ordinary course of business consistent with past practice; (ii) impose any
consolidated group costs or expenses in the operation of the Group Member's
business that are not approved by the Purchaser; (iii) engage the Group Member
in the trading of securities; (iv) increase the Group Member's indebtedness for
borrowed money or make any loan or advance or assume, guarantee or otherwise
become liable with respect to the liabilities or obligations of any other Person
outside the ordinary course of business consistent with past practice; (v) make
any bonus or profit sharing distribution or similar payment of any kind outside
the normal course of business; or (vi) pay or declare any dividends of the Group
Member. During the Earnout Period, without prejudice to the foregoing and
subject to any other covenants and provisions in this agreement, any of the
Vendors shall have primary responsibility and reasonable control over for
operating expenses, the hiring and firing of employees and pricing, in each case
relating to the Group Member's business, in each case subject to the
requirements of the Purchaser with respect to the overall business as conducted
by the Purchaser and its Affiliates and subject to the oversight of the board of
directors of the Purchaser.

SECTION 8.03 The Vendors undertake that after the signing of this Agreement they
will cause the Group Member to provide, on an ongoing basis, in such formats and
at such time as requested by the Purchaser with information in relation to the
Group Member, including but not limited to its operations, financial affairs or
management sufficient to enable the Purchasers to meet its ongoing operation,
budgeting and audit requirements. In addition, after the signing of this
Agreement, the Vendors will cause each Group Member to provide the Purchasers
with access to, and give the Purchaser the opportunities to understand, all the
operations of each Group Member.

SECTION 8.04 At any time after the Closing, Taide shall have the right to cause
itself to sell and transfer any portion or all of its share equity in the
Company to one or more entities designated by the Purchasers. The Vendors hereby
undertake to the Purchasers that they will fully cooperate with the Purchasers
and the entity/entities designated by the Purchasers to consummate the transfer
and corporate restructure and conversion (including without limitation, (i) to
cause the Company to be converted as a foreign invested enterprise as defined by
PRC Laws, if so requested by the Purchasers; (ii) to cause the Company to change
the current registered address to effect such share transfer (if necessary); and
(iii) any other things necessary to effect such share transfer.).

SECTION 8.05 Immediately following the signing of this Agreement, Taide shall be
entitled to appoint 3 out of all 5 the directors of the board of the Company,
all of which shall be registered in the competent company registration authority
in PRC, and the Parties shall complete such appointments and registrations prior
to the Closing.

SECTION 8.06 Each of the Warrantor 1, Warrantor 2, Warrantor 3, Warrantor 4 and
Warrantor 5 represents to each Purchaser that Transferor 1 has been vested the
full authorities to do all the things for and on behalf of all and each of
aforesaid Warrantors with respect to any rights and obligations in connection
with or arising from this Agreement or his/her interests in the share equity in
the Company beneficially held by such aforesaid Warrantor (but legally held by
the Transferor 1) (including without limitation to (i) sign any documents and do
any things contemplated by and in connection with the Agreement; (ii) do any
things whatsoever even if this Agreement expires.) and all Transferor 1's such
actions shall be fully binding upon such aforesaid Warrantors.

In addition, the Warrantor 5 represents to each Purchaser that Transferor 2 has
been vested the full authorities to do all the things for and on behalf of
Warrantor 5 with respect to his rights and obligations in connection with or
arising from this Agreement or his interests in the share equity in the Company
beneficially held by the Warrantor 5 (but legally held by the


                                       20

<PAGE>

Transferor 2) (including without limitation to (i) sign any documents and do any
things contemplated by and in connection with the Agreement; (ii) do any things
whatsoever even if this Agreement expires.) and all Transferor 2's such actions
shall be fully binding upon Warrantor 5.

SECTION 8.07 In the case that after the Closing the Purchasers or their
Affiliates are directly or indirectly involved in any initial public offering in
or outside PRC, the Vendors and the Company shall are committed to make their
best endeavors to cooperate on such initial public offering, including without
limited, (i) to sell their corresponding share equity in the Company to one or
more entities as designated by the Purchasers at the agreed consideration; or
(ii) to allow the Company directly or indirectly to be involved in such initial
public offering.

                                   ARTICLE 9
                         EFFECTIVE DATE AND TERMINATION

SECTION 9.01 Effective Date.

This Agreement shall come into effect on the date of this Agreement.

SECTION 9.02 Termination.

This Agreement may be terminated at any time prior to the Closing in accordance
with the following provisions:

(a)  By mutual written consent of the Vendors and the Purchasers;

(b)  By either (i) Vendors or (ii) the Purchasers if the Closing does not occur
     on or before the date that is nine months after the date hereof or any
     other date additionally agreed by both Vendors and Purchaser in writing
     (the "TERMINATION DATE"); provided, however, that the right to terminate
     this Agreement pursuant to this Section 9.02(b) shall not be available to
     any party whose breach of any provision of this Agreement has been the
     cause of, or resulted in, the failure of the Acquisition Transaction to be
     consummated by the Termination Date;

(c)  Subject to Section 11.06, either the Vendors or the Purchasers shall be
     entitled to elect not to complete the Transaction and, accordingly, to
     terminate this Agreement upon prior written notice to the other parties
     hereto if on or before the Closing Date:

     (i)  it becomes aware that one or more of the representations or warranties
          of the other party contained in this Agreement is or are untrue,
          incorrect or misleading in any material respect; or

     (ii) there is a material breach of any covenant or obligation of the other
          party under this Agreement; or

     (iii) any Action shall have been commenced or threatened by or before any
          Governmental Authority or non-Governmental Authority against the
          Vendors or the Purchaser, seeking to restrain the Acquisition
          Transaction or Edata Transaction which, in its reasonable, good faith
          determination, is likely to render it impossible or unlawful to
          consummate such transactions; provided, however, that the provisions
          of this Section 9.02(c)(iii) may not be invoked by a party which has
          directly or indirectly solicited or encouraged such Action; or


                                       21

<PAGE>

     (iv) The party desiring to terminate this Agreement pursuant to this
          Section 9.02 (other than pursuant to Section 9.02(a)) shall give
          written notice of such termination to the other party.

                                   ARTICLE 10
                  WAIVER, RELEASE OF CLAIMS AND INDEMNIFICATION

SECTION 10.01 Waiver.

Either party to this Agreement may (a) extend the time for the performance of
any of the obligations or other acts of the other party, (b) waive any
inaccuracies in the representations and warranties of the other party contained
herein or in any document delivered by the other party pursuant hereto or (c)
waive compliance with any of the terms or conditions of the other party
contained therein. Any such extension or waiver shall be valid only if set forth
in an instrument in writing signed by the party not to be bound thereby. Any
waiver of any term or condition shall not be construed as a waiver of any
subsequent breach or a subsequent waiver of the same term or condition, or a
waiver of any other term or condition, of this Agreement. The failure of either
party to assert any of its rights hereunder shall not constitute a waiver of any
of such rights.

SECTION 10.02 Indemnification by the Purchaser.

The Purchasers shall indemnify, defend and hold harmless the Vendors (each, a
"PURCHASER INDEMNIFIED PERSON") from and against all actions, causes of action,
suits, debts, obligations, losses, damages, amounts paid in settlement,
liabilities, costs and expenses (including but not limited to interest,
penalties and reasonable attorneys' fees and expenses) ("LOSSES") arising out
of, in connection with or in relation to:

(a)  the material breach of any representation or warranty made by the Purchaser
     scontained in this Agreement; or

(b)  the material breach of any covenant or agreement by the Purchasers
     contained in this Agreement.

SECTION 10.03 Indemnification by the Vendors.

The Vendors shall indemnify, defend and hold harmless each of the Purchasers and
the Group Member and their employees, officers and directors (each, a "VENDORS
INDEMNIFIED PERSON") on a joint and several basis from and against all Losses
arising out of, in connection with or in relation to:

(a)  the breach of any representation or warranty made by any of the Vendors
     contained in this Agreement;

(b)  the breach of any covenant or agreement by any of the Vendors contained in
     this Agreement

(c)  (i) any and all Taxes (or the non-payment thereof) of the Group member for
     all taxable periods ending on or before the Closing Date and the portion
     through the end of the Closing Date for any taxable period that includes
     (but does not end on) the Closing Date ("PRE-CLOSING TAX PERIOD"), and (ii)
     any and all Taxes of any person (other than the Group Member) imposed on
     the Group Member as a transferee or successor, by contract or pursuant to
     any law, rule, or regulation, which Taxes relate to an event or transaction
     occurring before the Closing. Payment in full of any amount due from the
     Vendors under this Section 10.03 (c) shall be made to the Vendors
     Indemnified Person in immediately available funds at least two business


                                       22

<PAGE>

     days before the date payment of the Taxes to which such payment relates is
     due, or, if no Tax is payable, within fifteen days after written demand is
     made for such payment.

SECTION 10.04 Deductible; Limitations on Liability.

(a)  Neither the Purchaser Indemnified Person nor Vendors Indemnified Person
     shall be entitled to indemnification for any Losses under Section 10.02 or
     Section 10.03, respectively, unless and until the aggregate amount of
     Losses suffered, sustained, or incurred by all of the Purchaser Indemnified
     Persons or the Vendors Indemnified Persons, as the case may be, and giving
     rise to a claim for indemnification hereunder exceeds U.S. $10,000,
     calculated on a cumulative basis and not on a per item basis and then only
     to the extent of such excess. However, none of the limitations contained in
     aforesaid of this provision shall apply to any breach of Warranties which
     (or the delay in discovery of which) is the consequence of dishonest,
     deliberate or reckless mis-statement, concealment or other conduct by any
     of the Vendors.

(b)  Neither the Purchaser Indemnified Person nor Vendors Indemnified Person
     shall be entitled to more than one recovery for any single Loss even though
     such Loss may have resulted from the breach or inaccuracy of more than one
     of the representations, warranties, covenants and agreements made by the
     Purchaser or Vendors, as the case may be, in or pursuant to this Agreement.

SECTION 10.05 Joint and Several Liability of the Vendors.

Each of the Vendors shall be jointly and severally responsible for all of the
Vendors' obligations and covenants hereunder and jointly and severally liable
for any and all damages or liabilities relating to or arising from this
Agreement.

                                   ARTICLE 11
                               GENERAL PROVISIONS

SECTION 11.01 Expenses.

All costs and expenses, including but not limited to, fees and disbursements of
counsel, financial advisors and accountants, incurred in connection with this
Agreement and the Transaction shall be paid by the party incurring such costs
and expenses.

SECTION 11.02 Notices.

Notices and communications between the parties hereunder shall be in writing and
shall be sent by personal delivery, prepaid registered or certified first class
mail, prepaid air courier or facsimile to the parties' addresses set forth
below. Any notice given by personal delivery, registered or certified mail or
air courier shall be deemed to have been received on the date of receipt; and
any notice given by facsimile shall be deemed received after electronic
answerback has been received and twenty-four (24) hours have elapsed at the
place of the party receiving such notice.

     To the Vendors:                         To the Purchasers:
     Attention: Xie Wei                      Attention: Mr. John McLean
     Title: Manager                          Title: General Counsel
     FL. 12, Xincheng Mansion, 167 Jiang     Suite 2003-4 Vicwood Plaza,
     Ning Rd.,Shanghai, PRC 200041           199 Des Voeux Road Central,
                                             Hong Kong
     Tel: (86) (21) 62537766                 Tel: (852) 3196 3939
     Fax: (86) (21) 62534548                 Fax: (852) 2541 8266


                                       23

<PAGE>

SECTION 11.03 Severability.

If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any Law or public policy, all other terms and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent
possible.'

SECTION 11.04 Amendment.

This Agreement may not be amended or modified except by an instrument in writing
signed by, or on behalf of, the Vendors and the Purchasers.

SECTION 11.05 Governing Law and Arbitration.

This Agreement shall be governed by and construed in accordance with the laws of
Hong Kong. Any dispute arising out of or in connection with this Agreement,
including a dispute as to the validity or existence of this Agreement, shall be
submitted to International Chamber of Commerce Court of Arbitration and resolved
by arbitration in Hong Kong conducted in English by an arbitration
committee(including 3 arbitrators) of International Chamber of Commerce Court of
Arbitration in accordance with the rules of the United Nations Commission on
International Trade Law (UNCITRAL); provided, that, unless the parties agree
otherwise: (i) each party shall be required only to produce specific, identified
documents which are relevant to the dispute; and (ii) the parties agree the
arbitration award shall be final. In addition, the parties hereto agree that no
party shall have any right to commence or maintain any suit or legal proceeding
concerning a dispute hereunder until the dispute has been determined in
accordance with the arbitration procedure provided for herein and then only to
enforce or facilitate the execution of the award rendered in such arbitration.
The parties agree not to contest or seek relief from the award in any court.

SECTION 11.06 Prevailing Party Attorneys' Fees.

If any action or proceeding is commenced to construe or enforce this Agreement
or the rights and duties of the parties hereunder, then the party prevailing in
that action, and any appeal thereof, shall be entitled to recover its attorneys'
fees and costs in that action or proceeding, as well as all costs and fees of
any appeal or action to enforce any judgment entered therein.

SECTION 11.07 Force Majeure(a).

(a)  "FORCE MAJEURE" shall mean any act or event which is reasonably
     unforeseeable or unavoidable and which is beyond the control of the
     affected party, including, but not limited to, earthquake, storm,
     lightning, typhoon, fire, flood, outbreak to escalation of hostilities,
     declaration of national emergency, war, insurrection or similar military
     actions, strikes and any other act or event which is generally accepted as
     Force Majeure in international commercial practice.

(b)  If a party has been prevented from performing its obligations provided in
     this Agreement because of an event of Force Majeure, it shall notify the
     other party in writing promptly after the occurrence of the event of Force
     Majeure. If an event of Force Majeure occurs, neither party shall be
     responsible for any damage, increased costs, or losses which the other
     party may sustain by reason of the failure or delay in performance. The
     party claiming Force Majeure shall take appropriate means to minimize or
     remove the effects of Force Majeure and, within the shortest possible time,
     attempt to resume performance of the obligation affected by Force Majeure.
     If


                                       24

<PAGE>

     the affected party is unable to perform all or part of its obligations
     under this Agreement for six (6) months after the date of the notice of the
     occurrence of Force Majeure, any party shall have the right to terminate
     this Agreement.

SECTION 11.08 Survival of Warranties.

The Warranties of the Parties contained in this Agreement shall be operative and
in full force and effect, regardless of any investigation made at any time with
respect thereto, and shall remain in full force and effect until the date
falling ten (10) years after the date of the execution of this Agreement.

SECTION 11.09 Assignment.

This Agreement may not be assigned to any third party, except Affiliates of the
Purchasers, by operation of Law or otherwise without the express written consent
of the Vendors and the Purchasers.

SECTION 11.10 Entire Agreement. This Agreement constitutes the entire agreement
of the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and undertakings, both written and oral, among the Vendors
and the Purchasers with respect to the subject matter hereof.

SECTION 11.11 Headings. The descriptive headings contained in this Agreement are
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.

SECTION 11.12 Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.

SECTION 11.13 Right of Set-Off

Notwithstanding anything in this Agreement to the contrary, the Purchasers shall
have the right to set-off any indemnification payment obligation of which any
Purchaser Indemnified Person has given notice of to the Vendors pursuant to this
Agreement against any other payment to be made to any Vendor. No exercise by the
Purchasers of such right of set-off shall constitute a default in the payment of
any amount against which such set-off is made.

     IN WITNESS WHEREOF, the Vendors and the Purchasers have caused this
Agreement to be executed by their duly authorized representatives as of the date
first written above.


                                       25

<PAGE>

Execution Page of the Agreement for the Sale and Purchase of Equity Interest and
Subscription in Shanghai Hyperlink Market Research Co., Ltd.

VENDORS :

Transferor 1


/s/ Xie Wei
-------------------------------------
Xie Wei


Transferor 2


/s/ Lu Qinyong
-------------------------------------
Lu Qinyong


Warrantor 1


/s/ Win Jie-Ching, James
-------------------------------------
Win Jie-Ching, James


Warrantor 2


/s/ Yang Jing
-------------------------------------
Yang Jing


Warrantor 3


/s/ Shi Hui
-------------------------------------
Shi Hui


Warrantor 4


/s/ Pang Lu
-------------------------------------
Pang Lu


Warrantor 5


/s/ Yang Weidong
-------------------------------------
Yang Weidong


THE PURCHASER

Parent


/s/
-------------------------------------
Xinhua Finance Limited


/s/
-------------------------------------
Beijing Taide Advertising
Co., Ltd.(Taide)


/s/
-------------------------------------
Shanghai Hyperlink Market
Research Co., Ltd.(Company)


                                       26
<PAGE>

                                   SCHEDULE 1

                    EXISTING CORPORATE DETAILS OF THE COMPANY


                        
NAME                       Shanghai Hyperlink Market Research Co.,Ltd

REGISTRATION NUMBER        3102292019423

ESTABLISHMENT DATE         6 August 1997

COMPANY TYPE               Limited liability company

LEGAL REPRESENTATIVE       Transferor 1

LEGAL ADDRESS              Unit B-123, No. 1 Hexiang Road, Baihe Town, Qingpu
                           District, Shanghai, PRC

STATUS                     Live Company

BUSINESS SCOPE             To provide marketing research and information
                           consultancy service.

ADMINISTRATION AUTHORITY   Shanghai Administration for Industry and Commerce

REGISTERED CAPITAL         RMB500,000(fully paid up)

SHAREHOLDER(S)             (1)  Name of the registered shareholder in the
                                company registry:

                                Transferor 1(i) 23.30%, 4.66%, 4.66%, 3.4% and
                                2.03% of the share equity of the Company are
                                held by Transferor 1 for and on behalf of the
                                Warrantor 1, Warrantor 2, Warrantor 3, Warrantor
                                4 and Warrantor 5 respectively, and (ii) 41.95%
                                of the share equity of the Company is legally
                                and beneficially held by Transferor 1 himself.

                           (2)  Name of the registered shareholder in the
                                company registry:

                                Transferor 2 (i) 1.36% of the share equity of
                                the Company is held by Transferor 2 for the on
                                behalf of the Warrantor 5; and (ii) 18.64% of
                                the share equity of the Company is legally and
                                beneficially hold by Transferor 2 himself.

                           NOTE: the name of Warrantor 1, Warrantor 2, Warrantor
                           3, Warrantor 4 and Warrantor 5 has not been
                           registered in the company registry in PRC as the
                           shareholders of the Company.

BRANCH                     (1)  Shanghai Branch

                           (2)  Beijing Branch

SUBSIDIARY                 Guangzhou Hyperlink



                                       27

<PAGE>

                EXISTING CORPORATE DETAILS OF GUANGZHOU HYPERLINK


                        
NAME                       Guangzhou Hyperlink Research Co., Ltd.

REGISTRATION NUMBER        4401042003286

ESTABLISHMENT DATE         4 July 1997

COMPANY TYPE               Limited liability company

LEGAL REPRESENTATIVE       Transferor 1

LEGAL ADDRESS              Unit 905 and 906, A, No. 195 Dongfeng Road(west),
                           Yuexiu District, Guangzhou, PRC

STATUS                     Live Company

BUSINESS SCOPE             To provide marketing research and planning service.

ADMINISTRATION AUTHORITY   Guangzhou Administration for Industry and Commerce

REGISTERED CAPITAL         RMB450,000(fully paid up)

SHAREHOLDER(S)             Company legally and beneficially holding 100% share
                           equity in Guangzhou Hyperlink

BRANCH                     Nil

SUBSIDIARY                 Nil



                                       28

<PAGE>

                                   SCHEDULE 2

                           EXECUTIVE SERVICE AGREEMENT


                                       29

<PAGE>

                                   SCHEDULE 3

                                 MANAGEMENT TEAM

List of names of the management team


                                       30

<PAGE>

                                   SCHEDULE 4

                                VENDORS' WARRANTY

In this Schedule 4, terms defined in the main text of this Agreement shall have
the same meanings, and the following terms shall have the following meanings:

"BALANCE SHEET" has the meaning set forth in clause 4.1(b) of Schedule 4.

"CHARTER DOCUMENTS" has the meaning set forth in clause 1.3 of Schedule 4.

"CONTRACTS" means the contracts as listed in Schedule 7.

"INTELLECTUAL PROPERTY" means the Owned Intellectual Property and the Licensed
Intellectual Property.

"CONFIDENTIAL INFORMATION" means all know-how, lists of customers or suppliers,
trade secrets, technical processes or other confidential information belonging
to the Group or to any related third party.

"ENCUMBRANCE" means a mortgage, charge, pledge, lien, option, restriction, right
of first refusal, right of pre-emption, third-party right or interest, other
encumbrance or security interest of any kind, or any other type of preferential
arrangement (including without limitation a title retention or trust
arrangement) having similar effect.

"FINANCIAL STATEMENTS" has the meaning set forth in clause 4.5(b) of Schedule 4.

"LAST ACCOUNTING DATE" means 31 December 2005.

"LEASES" mean the leases, sub-leases, tenancy agreements, sub-tenancy
agreements, licenses or other documents (including any options for extension
relating thereto) granted or agreed to be granted to the Group Member or
pursuant to which the Group Member holds or occupies any property. All the
Leases are listed in Schedule 6 (each of Leases, the "Lease".).

"LICENSED INTELLECTUAL PROPERTY" has the meaning set forth in clause 8.1 of
Schedule 4.

"OWNED INTELLECTUAL PROPERTY" has the meaning set forth in clause 8.1of Schedule
4.

"RELATED AGREEMENTS" has the meaning set forth in clause 1.3 of Schedule 4.

"RETURNS" has the meaning set forth in clause 6.1(f) of Schedule 4.

1.   CAPACITY AND AUTHORITY

1.1  Each of the Vendors has the right, power and authority and has taken all
     actions necessary to execute and deliver, and to exercise its rights and
     perform its obligations under, this Agreement and each document to be
     executed at or before the Closing Date.

1.2  Each Group Member is duly organized, validly existing, and in good standing
     under the laws of the PRC, has all requisite right, corporate power and
     authority to carry on its business, and is duly qualified and in good
     standing to do business in each


                                       31

<PAGE>

     jurisdiction in which it conducts business. The Vendors have made available
     to the Purchaser complete and correct copies of the Group Member's articles
     of association, bylaws, and/or other organizational documents ("CHARTER
     DOCUMENTS"), as amended to the date hereof. The minute books and records of
     the Group Member, complete and correct copies of which have been made
     available and delivered to the Purchaser, contain correct and complete
     records of all material proceedings and actions taken at all meetings of,
     or effected by written consent of, the interest holders of the Group Member
     and its board of directors, and all original issuances and subsequent
     transfers, repurchases, and cancellations of the Group Member's equity.

1.3  The execution, delivery and performance of this Agreement and all other
     agreements contemplated in this Transaction ("RELATED AGREEMENTS") to be
     entered into by the Group Member have been duly authorized by all necessary
     action of the Group Member's board of directors(or in the case of no board
     of directors, the legal representative of such Group Member). Certified
     copies or original copies of the resolutions adopted by the Group Member's
     board of directors(or in the case of no board of directors, the legal
     representative of such Group Member) approving this Agreement, the Related
     Agreements and transactions contemplated hereby and thereby will been
     provided to the Purchaser prior to the Closing. Each of the Vendors has
     duly and validly executed and delivered this Agreement and the Related
     Agreements, and this Agreement and the Related Agreements constitute valid,
     binding and enforceable obligations of the Vendors in accordance with their
     terms.

2.   INFORMATION

2.1  All information given by, or on behalf of, the Vendors to the Purchasers,
     its advisers or agents before or during the negotiations leading to this
     Agreement is true, complete, accurate and not misleading.

2.2  All information about the Sale Equity, the Group Member which might be
     material for disclosure to a buyer of the Sale Equity has been disclosed to
     the Purchaser in writing.

2.3  The Vendors are not aware of any facts pertaining to the Group Member or
     its proposed business which could materially adversely affect the Group
     Member or which are likely in the future to materially adversely affect the
     Group Member.

2.4  To the best of the knowledge and belief of the Vendors after having made
     due enquiries, no representation or warranty in this Agreement, nor any
     statement or certificate furnished or to be furnished to the Purchaser
     pursuant to or in connection with this Agreement contains or will contain
     any untrue statement of material fact, or omits or will omit to state a
     material fact necessary to make the statements contained herein or therein
     not misleading.

3.   SALE EQUITY

3.1  The corporate structure as set forth in Schedule 1 is true and not any
     misleading.

3.2  There are not any options, warrants, calls, conversion rights, commitments,
     agreements, contracts, restrictions, or rights of any character to which
     any of the Group Member or the Vendors is a party or by which any of them
     may be bound obligating the Group Member to issue, deliver or sell, or
     cause to be issued, delivered


                                       32

<PAGE>

     or sold, additional equity interest, or obligating the Group Member to
     grant, extend or enter into any such option, warrant, call, conversion
     right, commitment, agreement, contract, understanding, restriction,
     arrangement or right. The Group Member does not have any outstanding bonds,
     debentures, notes or other indebtedness.

3.3  The Vendors (collectively) legally and beneficially hold the Sale Equity.
     There is no Encumbrance and there is no agreement, arrangement or
     obligation to create or give an Encumbrance, in relation to the Sale Equity
     or any part of it. No person has claimed to be entitled to an Encumbrance
     in relation to the Sale Equity or any part of it.

3.4  SUBSIDIARIES

     Save for as stated in Schedule 1, the Group Member does not directly or
     indirectly own or control any voting or equity, membership or similar
     interest in, or any interest convertible into, exchangeable or exercisable
     for, or carrying the rights to acquire, any voting, equity, membership or
     similar interest in, any corporation, partnership, joint venture or other
     business association or entity. The particulars of the Group Member set out
     in Schedule 1 are true and accurate in all respects and the percentage of
     the equity interest shown therein as owned or controlled by any party is
     beneficially owned free from all and any Encumbrance. There is no agreement
     or arrangement in force which calls for the present or future issue or sale
     of, or grant to any person the right (whether conditional or otherwise) to
     call for the issue, sale of transfer of any share or loan capital of the
     Group Member(including any option, notes, warrants or other securities or
     rights convertible or ultimately convertible in to shares or equity
     interests in the Group Member.).

4.   ACCOUNTS

4.1  FINANCIAL STATEMENTS

     With respect of each Group Member, there has been delivered to the
     Purchaser:

     (a)  audited balance sheets as of 31 December 2005 and the related audited
          statements of operations, statements of stockholders' equity and
          statements of cash flows for each of the fiscal years then ended ; and

     (b)  an unaudited balance sheet as at 30 April 2006 (including the notes
          thereto, the "BALANCE SHEET") and the related statements of operations
          and statements of cash flows for the Company then ended including the
          notes thereto where applicable (collectively, the "FINANCIAL
          STATEMENTS") as listed in Schedule 10.

     The Financial Statements: (i) have been prepared from the books and records
     of the relevant Group Member; (ii) present fairly in all material respects,
     the financial position of the Group as of and for the periods indicated;
     and (iii) have been prepared in accordance with which accounting principles
     consistently applied. There are no liabilities in excess of US$10,000 in
     the aggregate, claims or obligations of any nature, whether absolute,
     contingent, anticipated or otherwise, whether due or to become due, that
     are not shown in the Financial Statements.

4.2  DEBTS AND LIABILITIES


                                       33

<PAGE>

     (a)  Adequate provision for bad and doubtful debts and all liabilities
          (whether actual, contingent or otherwise) and all financial
          commitments in existence at the Last Accounting Date have been made in
          the Financial Statements.

     (b)  All liabilities (actual, contingent or otherwise) and all financial
          commitments of the Group Member have been accurately reflected and
          disclosed in the Financial Statements.

4.3  PROVISION FOR TAX

     The Financial Statements reserve in full for all Taxes to which the Group
     Member may become liable under PRC law, for all periods starting on or
     before the Last Accounting Date. The Financial Statements reserve in full
     for contingent or deferred liabilities to Tax for all periods starting on
     or before the Last Accounting Date.

4.4  ACCOUNTING RECORDS

     The accounting records of the Group Member are up-to-date, in the Group
     Member's possession and fully and accurately completed in accordance with
     PRC law and applicable standards, principles and practices generally
     accepted in the PRC.

4.5  INSURANCE AND BANKING FACILITIES.

     Schedule 8 contains a complete and correct list of the names and locations
     of all banks in which each Group Member has accounts or safe deposit boxes,
     the designation of each such account and safe deposit box, and the names of
     all persons authorized to draw on or have access to each such account and
     safe deposit box.

5.   CHANGES SINCE THE LAST ACCOUNTING DATE

5.1  GENERAL

     Since the Last Accounting Date:

     (a)  the Group Member business has been operated in the usual way so as to
          maintain it as a going concern;

     (b)  there has been no adverse change in the financial or trading position
          or prospects of the Group Member; and

     (c)  no material change has occurred in the assets and liabilities shown in
          the Accounts and there has been no reduction in the value of the net
          tangible assets of the Group Member on the basis of the valuations
          used in the Accounts.

5.2  SPECIFIC

     With respect to the Group Member, since the Last Accounting Date:

     (a)  other than in the usual course of its business, the Group Member has
          not:

          (i)  acquired or disposed of, or agree to acquire or dispose of, any
               asset; or


                                       34

<PAGE>

          (ii) assumed or incurred, or agreed to assume or incur, any liability,
               obligation or expense (actual or contingent);

     (b)  the Group Member has not factored, sold or agreed to sell a debt other
          than in the usual course of its business;

     (c)  the Group Member business has not been materially and adversely
          affected by the loss of a customer or supplier, or by termination or a
          change in the terms of an agreement, or by an abnormal factor not
          affecting similar businesses, and to the best of the Vendors'
          knowledge, information and belief, no fact or circumstances exists
          which might have a Material Adverse Effect;

     (d)  no dividends, bonuses or distributions have been declared, paid or
          made except as provided for in the Accounts;

     (e)  there has not been any transaction involving more than $10,000 entered
          into by the Group Member other than in the ordinary course of
          business;

     (f)  there has not been any termination, modification, or rescission of, or
          waiver by the Group Member of rights under, any contract having or
          reasonably likely to have a Material Adverse Effect;

     (g)  there has not been any discharge or satisfaction by the Group Member
          of any lien or Encumbrance, or any payment of any obligation or
          liability (absolute or contingent) other than liabilities shown on the
          balance sheet included in the Financial Statements as of 30 April 2006
          and liabilities incurred since the Last Accounting Date in the
          ordinary course of business;

     (h)  there has not been any mortgage, pledge, imposition of any security
          interest, claim, Encumbrance, or other restriction created on any of
          the assets, tangible or intangible, of the Group Member having or
          reasonably likely to have a Material Adverse Effect;

     (i)  there has not been any settlement amount of any claim, dispute, suit,
          proceeding or investigation regarding the Group Member; or

     (j)  there has not been any event or condition resulting in a Material
          Adverse Change on the business of the Group Member.

6.   TAX

6.1  GENERAL

     (a)  The Group Member has paid all Taxes which it has become liable to pay
          and is not, and has not been liable to pay a penalty, surcharge, fine
          or interest in connection with any Tax.

     (b)  There is no existing, contingent or deferred liability for Tax other
          than any liability for Tax which arises solely in the ordinary course
          of its business.

     (c)  The Group Member is not and does not expect to be involved in a
          dispute in relation to Tax. No tax authority has investigated or
          indicated that it intends to


                                       35

<PAGE>

          investigate the Tax affairs of the Group Member and there are no facts
          which are likely to cause such an investigation to be instituted.

     (d)  The Tax preferential treatments that the Group Member is enjoying were
          legally and validly granted by the relevant tax authorities, and the
          Group Member will continue to enjoy such tax preferential treatments
          after Closing.

     (e)  The Group Member has fully withheld and paid within the statutory time
          limit to the relevant tax authority the individual income tax on the
          salaries, wages, and other taxable benefits provided to its directors,
          officers and employees.

     (f)  The Group Member has timely filed (or caused to be filed) all tax
          returns ("RETURNS") required to be filed by it. All Taxes required to
          be paid (whether or not shown on any Return) in respect of the periods
          covered by such Returns have been paid or fully accrued on the
          Closing. The Group Member has not requested or been granted any
          extension of time to file any Return. The Vendors shall procure that
          there will be made available to the Purchaser upon the Purchaser's
          request true and correct copies of all Returns, and all material
          correspondence with any taxing authority.

     (g)  No deficiencies or adjustments for any Tax of the Group Member has
          been claimed, proposed or assessed or threatened in writing and not
          paid. There is currently no claim outstanding by an authority in a
          jurisdiction where the Group Member does not file Returns that the
          Group Member is or may be subject to taxation by that jurisdiction.
          The Group Member is not subject to any pending or threatened tax audit
          or examination. The Group Member has not entered into any agreements,
          waivers or other arrangements in respect of the statute of limitations
          in respect of its Taxes or Returns.

     (h)  There are no liens for Taxes upon the assets of the Group Member
          except for Taxes that are not yet payable. The Group Member has
          withheld all Taxes required to be withheld in respect of wages,
          salaries and other payments to all employees, officers and directors
          and any Taxes required to be withheld from any other person and has
          timely paid all such amounts withheld to the proper taxing authority.

6.2  ENTERPRISE INCOME TAX

     (a)  The Group Member has paid all enterprise income tax which it has
          become liable to pay and has not been liable to pay a penalty,
          surcharge, fine or interest in connection with the enterprise income
          tax.

     (b)  The Group Member has timely filed the enterprise income tax returns as
          required under the PRC laws and regulations.

     (c)  The Group Member has made, given, obtained and kept up-to-date full
          and accurate records, invoices, approvals and documents appropriate or
          required for the purpose of the enterprise income tax returns under
          PRC laws and regulations.

     (d)  The Group Member has adopted appropriate or required procedures and
          treatment for the enterprise income tax which is in compliance with
          the PRC laws and regulations.


                                       36

<PAGE>

     (e)  There is no existing, contingent or deferred liability for the
          enterprise income tax of any of the Group Member.

6.3  BUSINESS TAX

     Each Group Member:

     (a)  is validly registered with the relevant tax authority for the purpose
          of PRC business tax laws and regulations;

     (b)  has made, given, obtained and kept up-to-date, full and accurate
          records, invoices and documents appropriate or required for the
          purposes of payment of business tax under PRC laws and regulations;
          and

     (c)  is not in arrears with payment or returns of business tax due under
          PRC laws and regulations.

7.   ASSETS

7.1  Each asset such as all inventory, receivables, furniture, machinery,
     equipment and any other assets, tangible or otherwise, included in the
     Accounts or acquired by the Group Member since the Last Accounting Date
     (other than inventories subsequently disposed of in the ordinary course of
     business) and all assets used by the Group Member as of the date of such
     Balance sheet even if not reflected thereon:

     (a)  are legally and beneficially owned by it free from all title defects,
          security interests, pledges, options, claims, liens, and any other
          Encumbrance of any nature whatsoever;

     (b)  are not the subject of any agreement for lease, hire, hire purchase or
          sale on deferred terms; and

     (c)  where capable of possession, are in the exclusive possession or under
          the exclusive control of it.

7.2  The assets owned, possessed or used by the Group Member comprise all the
     assets required to enable it to carry on its business fully and effectively
     in the ordinary course.

7.3  All machinery, real estate properties, vehicles and equipment owned,
     possessed or used by the Group Member are in good condition, repair and
     working order and have been regularly and properly maintained.

8.   CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

8.1  "INTELLECTUAL PROPERTY" shall mean:

     (a)  any and all of the following that are owned (including joint
          ownership) or held by the Group anywhere in the world: trademarks,
          trade names, service marks and trade dress, and all goodwill
          associated with trademarks, trade names, service marks and trade
          dress; patents; mask works; utility models; domain names; copyrights
          and copyrightable works; databases; graphics; schematics;


                                       37

<PAGE>

          marketing, sales and user data;technology; trade secrets, including
          confidential know-how, inventions, specifications and processes;
          computer software programs of any kind (in both source and object code
          form); application programming interfaces; protocols; and any renewal,
          extension, reissue, continuation or division rights, applications
          and/or registrations for any of the foregoing;

     (b)  any and all license rights granted to the Group Member in any third
          party intellectual property or other proprietary or personal rights,
          including the types of intellectual property described in (a)above;
          and

     (c)  GROUP'S INTELLECTUAL PROPERTY described in Clause (a) above is
          referred to herein as "OWNED INTELLECTUAL PROPERTY" and Group's
          Intellectual Property described in Clause (b) above is referred to
          herein as "LICENSED INTELLECTUAL PROPERTY" (collectively,
          "INTELLECTUAL PROPERTY"). The Schedule 5 give a inexhaustive list of
          Owned Intellectual Property and Licensed Intellectual Property.

8.2  The Group Member owns or has the right to use all the Group Member
     Intellectual Property used or held for use in the conduct of its business
     without any conflict with the rights of others. All products and technology
     that have been or currently are published and/or offered by the Group
     Member or are under development by the Group Member, and all products
     and/or technology underlying any and all services that have been or
     currently are offered by the Group Member or are under development by the
     Group Member is either: (i) owned by such Group Member, (ii) in the public
     domain, or (iii) rightfully used by the Group Member pursuant to a valid
     written license or other agreement.

8.3  Each Group Member is not, as a result of the execution or delivery of this
     Agreement, nor performance of the Group Member's obligations hereunder nor
     will the Group Member be in violation of any license, sublicense or other
     agreement relating to the Intellectual Property or of any non-disclosure
     agreement to which the Group Member is a party or otherwise bound.

8.4  The Group Member is not obligated to provide any financial consideration or
     other consideration to any third party, nor is any third party otherwise
     entitled to any financial consideration or other consideration, with
     respect to any exercise of rights by the Group Member or its successors in
     the Owned Intellectual Property.

8.5  The Group Member's use, reproduction, modification, distribution,
     licensing, sublicensing, sale, or any other exercise of rights in any Owned
     Intellectual Property by the GroupiiMember or its licensees does not
     infringe, misappropriate or violate any copyright, patent, trade secret,
     trademark, service mark, trade name, firm name, logo, trade dress, database
     right, other intellectual property right, right of privacy, right of
     publicity or right in personal or other data of any person. Further, the
     use, reproduction, modification, distribution, licensing, sublicensing,
     sale, or any other exercise of rights in any Licensed Intellectual Property
     or any other authorized exercise of rights in or to Licensed Intellectual
     Property by the Group Member or its licensees does not infringe,
     misappropriate or violate any copyright, patent, trade secret, trademark,
     service mark, trade name, firm name, logo, trade dress, moral right,
     database right, other intellectual property right, right of privacy, right
     of publicity or right in personal or other data of any person. Further, the
     distribution, licensing, sublicensing, sale, or other provision of products
     and services by the Group Member or its resellers or licensees does not
     infringe, misappropriate or violate any copyright,


                                       38

<PAGE>

     patent, trade secret, trademark, service mark, trade name, firm name, logo,
     trade dress, moral right, database right, other intellectual property
     right, right of privacy, right of publicity or right in personal or other
     data of any person.

8.6  No action, suit or proceeding (i) challenging the validity, enforceability,
     or ownership by the Group Member of any of Owned Intellectual Property or
     (ii) to the effect that the use, reproduction, modification, manufacturing,
     distribution, licensing, sublicensing, sale or any other exercise of rights
     in any Owned Intellectual Property by the Group Member or its licensees
     infringes, misappropriate or violates any intellectual property or other
     proprietary or personal right of any person is pending or is threatened by
     any person. Further, no claim to the effect that the distribution,
     licensing, sublicensing, sale or other provision of products and services
     by the Group Member or its resellers or licensees infringes,
     misappropriates or violates any intellectual property or other proprietary
     or personal right of any person is pending or, to the knowledge of the
     Group Member and the Vendors, is threatened by any person. There is no
     unauthorized use, infringement or misappropriation of any of Owned
     Intellectual Property by any third party, employee or former employee.

8.7  No other party has any security interests in any Intellectual Property.

8.8  The Group Member has secured from all parties who have created any portion
     of, or otherwise have any rights in or to, Owned Intellectual Property,
     other than employees of the Group Member whose work product was created by
     them entirely within the scope of their employment by the Group Member and
     constitutes work made for hire owned by the Group Member, valid written
     assignments or licenses of any such work or other rights to the Group
     Member that are enforceable by the Group Member and has made available true
     and complete copies of such assignments or licenses to the Purchaser.

8.9  The Group Member owns all right, title and interest in and to all data the
     Group Member collect from or discloses about users of its products and
     services. The Group Member's practices regarding the collection and use of
     consumer personal information are in accordance in all respects with
     applicable laws and regulations of all jurisdictions in which the Group
     Member operates.

8.10 None of any Vendors or the officer, director, stockholder or employee of
     the Group Member, nor any spouse, or relative thereof, owns directly or
     indirectly, in whole or in part, any the Group Member Intellectual
     Property.

9.   DEBTORS

9.1  No debt (including a receivable) shown in the Accounts or accounting
     records is the subject of an arrangement not made in the usual course of
     the Group Member business. The Group Member has not released a debt
     (including a receivable) shown on the Accounts or accounting records so
     that the debtor has paid or will pay less than the debt's book value. None
     of those debts (including receivables) has been deferred, subordinated or
     written off or become irrecoverable to any extent. The Vendors have no
     reason to believe that any of those debts (including receivables) will fail
     to realise its book value in the usual course of collection.

9.2  All of the accounts receivable shown in the Financial Statements have and
     all of the Group Member's receivables as of the Closing Date will have
     arisen out of bona fide transactions of the Group Member in the ordinary
     course of business and have been


                                       39

<PAGE>

     collected or are good and collectible in the aggregate recorded amounts
     thereof (less the allowance for doubtful accounts also appearing in such
     Financial Statements and net of returns and payment discounts allowable by
     the Group's policies) and can reasonably be anticipated to be paid in full
     without outside collection efforts within ninety (90) days of the due date.

10.  EFFECT OF TRANSACTION

     Neither the execution nor the performance of this Agreement or any related
     document to be executed at or before Closing will:

10.1 conflict with or result in any breach of the Group Member's Charter
     Documents;

10.2 require any Governmental Approvals;

10.3 result in the Group Member losing the benefit of an asset, licence, permit,
     right, grant, privilege, preferential treatment or subsidy which it enjoys
     at the date of this Agreement in any jurisdiction, including without
     limitation any rights in its own or third party owned Intellectual
     Property;

10.4 conflict with, result in breach or default of, or give rise to any right of
     termination, cancellation or acceleration or result in the creation of any
     lien, charge, Encumbrance, or restriction upon any of the properties or
     assets of the Group Member or equity interest in the Group Member under any
     law, statute, rule, regulation, judgment, decree, order, government permit,
     license or order or any mortgage, indenture, note, license, trust,
     agreement or other agreement, instrument or obligation to which the Group
     Member is a party.

11.  INSURANCE

11.1 The Group Member has purchased and maintained insurance for personal
     accident and serious disease of its employees in accordance with the
     applicable laws.

11.2 Each of the current insurance and indemnity policies in respect of which
     the Group Member has an interest is valid and enforceable and is not void
     or voidable. The Group Member has not done anything or has omitted to do
     anything which might make any such policies void or voidable. Closing will
     not have the effect of terminating, or entitling any insurer to terminate
     cover under any such policies.

11.3 All premiums and other payments due from the Group Member with respect to
     any such contracts of insurance or indemnity have been paid, and the
     Vendors do not know of any fact, act, or failure to act that has or might
     cause any such contract to be cancelled or terminated. All known claims for
     insurance or indemnity have been presented.

12.  LEASES AND REAL PROPERTY

12.1 The Group Member is not the legal or beneficial owner of any real
     properties and all the Leases in which the Group Member has interest are
     listed in Schedule 6. The Group Member has a valid leasehold interest under
     such Leases. There are no existing defaults, and the Group Member has not
     received or given any written notice


                                       40

<PAGE>

     of default or claimed default with respect to any Lease nor is there any
     event that with notice or lapse of time, or both, would constitute a
     default thereunder. All real property occupied by the Group Member is
     subject to a written lease. The Group Member does not hold any interest in
     real property other than the Leases.

12.2 The Leases are properly completed and stamped and are in the possession and
     under the control of the related Group Member. All necessary consents for
     the grant of the Leases were obtained before such grant and the landlords
     named in the Leases were and still are the registered legal and beneficial
     owners thereof. The Leases contain no unusual or onerous provisions and no
     right of termination by the landlord thereof except on grounds of
     non-payment of rent or breach of covenant by the Group Member. The Leases
     comprise all properties held or occupied by the Group Member.

12.3 The properties subject to the Leases are not:

     (a)  subject to any outgoings other than water rates, rent, management
          charges of a non-capital nature and utility charges, and the Group
          Member is not responsible for payment of government rent,

     (b)  subject to any options or rights of pre-emption or first refusal in
          favour of any third parties;

     (c)  to the best knowledge of the Vendors, adversely affected or likely to
          be adversely affected by any planning, highways, transport, utility or
          other proposals; or

     (d)  in violation of any insurance policy.

12.4 Policies of insurance relating to the properties subject to the Lease are
     current and valid, cover the full reinstatement value thereof and are not
     subject to any special or unusual terms or restrictions or to the payment
     of any premium in excess of the normal rate for policies of the same kind.

12.5 The Vendors know of no reason why the properties subject to the Lease will
     not be or are likely not to be renewed on their expiry on similar terms to
     those in the existing Leases, save as regards reasonable commercial
     increases in rent.

12.6 The Group Member does not own any real estate properties.

13.  ENVIRONMENTAL MATTERS

13.1 The Group Member has not committed any breach of PRC legal or regulatory
     requirements for the protection of the environment or of human health or
     amenity, and has acted at all times in conformity with all relevant PRC
     laws, regulations, codes of practice, guidance, notes, standards and other
     advisory materials issued by any local and national Governmental Authority
     in the PRC with regard to environmental protection and the protection of
     human health or amenity.

14.  AGREEMENTS

14.1 Other than the Contracts (as listed in Schedule 7), the Group Member is not
     a party to or bound by:


                                       41

<PAGE>

     (a)  Any union contract, collective bargaining agreement or any employment
          contract or arrangement providing for annual salary in excess of
          US$10,000 with any officer or employee or with any consultant or
          director providing for annual compensation in excess of US$10,000;

     (b)  Any plan or contract or arrangement, written or oral, providing for
          bonuses, pensions, deferred compensation, retirement payments,
          profit-sharing, severance, acceleration of vesting of benefits,
          payments upon change of control events, or the like;

     (c)  Any joint venture contract or arrangement or any other agreement that
          has involved or is expected to involve a sharing of profits;

     (d)  Reseller or distribution agreement, volume purchase agreement,
          corporate end user sales or service agreement, reproduction or
          replication agreement or manufacturing agreement in which the amount
          involved exceeds annually, US$20,000 or pursuant to which the Group
          Member has granted or received manufacturing rights, most favored
          nation pricing provisions, or exclusive marketing, reproduction,
          publishing or distribution rights related to any product, group of
          products or territory;

     (e)  Any lease for real or personal property in which the amount of
          payments which the Group Member is required to make on an annual basis
          exceeds US$20,000;

     (f)  Any agreement, franchise, or indenture where the amount of
          consideration payable thereunder is greater than US$10,000 in any year
          during the term of such agreement, franchise or indenture and which
          has not been terminated or performed in its entirety and not renewed
          which may be, by its terms, terminated, impaired, or adversely
          affected by reason of the execution of this Agreement and the Related
          Agreements, Closing, or the consummation of the transactions
          contemplated;

     (g)  Any license, permit, or authorization which has not been terminated or
          performed in its entirety and not renewed which may be, by its terms,
          terminated, impaired, or adversely affected by reason of the execution
          of this Agreement and the Related Agreements, the Closing or the
          consummation of the transactions contemplated;

     (h)  Except for trade indebtedness incurred in the ordinary course of
          business, any instrument evidencing or related in any way to
          indebtedness incurred in the acquisition of companies or other
          entities or indebtedness for borrowed money by way of direct loan,
          sale of debt securities, purchase money obligation, conditional sale,
          guarantee, or otherwise which individually is in the amount of
          US$10,000 or more; or

     (i)  Any contract containing covenants purporting to limit the Group
          Member's freedom to compete in any line of business in any geographic
          area.

          All Contracts are listed and are fully described in Schedule 7, and
          all such Contracts are valid and in full force and effect and the
          Group Member has not, nor, to the knowledge of the Vendors, has any
          other party thereto, breached any material provisions of, or entered
          into default in any material


                                       42

<PAGE>

          respect under the terms thereof other than such beaches or defaults
          that have been cured or would not, individually or in the aggregate,
          have a Material Adverse Change on the business of the Group Member.
          The Vendors have procured that the Group Member has made available to
          the Purchaser a copy of each Contract together with all amendments,
          material written waivers or other material written changes thereto.

          None of the parties to any of the Contracts have terminated, or, to
          the knowledge of the Vendors, in ay way expressed to the Group Member
          an intent to reduce or terminate the amount of its business with the
          Group Member in the future.

15.  CREDITORS

     Each Group Member has paid its creditors within the times agreed with them.
     No customer or supplier of the Group Member has:

15.1 stopped, or indicated an intention to stop, trading with or supplying the
     Group Member;

15.2 reduced, or indicated an intention to reduce, substantially its trading
     with or supplies to the Group Member; or

15.3 changed, or indicated an intention to change, substantially the terms on
     which it is prepared to trade with or supply the Group Member.

16.  LICENCES AND STATUTORY COMPLIANCE

16.1 Each Group Member holds and at all times has held all licences, permits,
     approvals and other authorisations as are necessary in order to enable it,
     pursuant to all applicable statues, laws, ordinances, rules and regulations
     of all such authorities having jurisdiction over it or any part of its
     operations, to own, operate, and use all its assets, to conduct its
     business as it is currently being conducted, and to sell and provide
     products and services as they are currently sold and provided. All such
     licences, permits, approvals, and authorisations are in full force and
     effect. No violations or claimed violations have been recorded or alleged
     in respect of any such licences, permits, approvals or authorisations, or
     any such statute, law, ordinance, rule or regulation, and no proceeding is
     pending or, to the knowledge of the Vendors, threatened or contemplated
     with respect to the revocation or limitation of the same. The Acquisition
     Transaction and Subscription Transaction will not cause such license,
     permits, approvals and other authorizations to be revoked or limited in any
     respects and will not cause the breach of any such any such statute, law,
     ordinance, rule or regulation by the Group Member.

16.2 The Group Member has conducted its business and its corporate affairs in
     accordance with all applicable PRC laws and has not done or omitted to do
     anything in contravention or breach of any law of the PRC or elsewhere
     applicable to it or the business of it which would have a Material Adverse
     Effect upon the assets or business of the Group.

16.3 The Group Member has at all times carried on business in all respects in
     accordance with, and all acts and things done or performed by it are
     within, the scope of business


                                       43

<PAGE>

     specified in its articles of association and the business licence of such
     Group Member, respectively.

16.4 None of the Group Member nor any of its respective Affiliates, directors,
     officers, agents, employees or other persons acting on its behalf, has used
     any corporate or other funds for unlawful contributions, payments, gifts,
     or entertainment, or made any unlawful expenditures relating to political
     activity to government officials or others or established or maintained any
     unlawful or unrecorded funds. None of the Group Member nor any of its
     respective Affiliates, directors, officers, agents, employees or other
     persons acting on their behalf, has accepted or received any unlawful
     contributions, payments, gifts, or expenditures.

17.  EMPLOYEES

17.1 The Group Member has not received notice of resignation from any member of
     the Management Team.

17.2 There is no employment or other contract of engagement between the Group
     Member and any person which is in suspension or has been terminated but is
     capable of being revived or enforced or in respect of which it has a
     continuing obligation.

17.3 The Group Member has in relation to each of its employees (and, so far as
     relevant, to each of its former employees):

     (a)  complied with applicable national and local labour regulations, and
          all other obligations imposed on it by, and all orders and awards made
          under all regulations, codes of conduct and practice, collective
          agreements, customs and practices relevant to the relations between it
          and its employees or any trade union or the conditions of service of
          its employees;

     (b)  maintained current, adequate and suitable records regarding the
          service of each of its employees; and

     (c)  entered into appropriate agreements with each employee stating that
          all work product, inventions (patentable or unpatentable), trade
          secrets and copyrights, together with any applications for patents and
          the patents which may issue thereunder and registrations of
          copyrights, to which he has made a creative contribution to a
          substantive feature of any invention which he made in connection with
          the performance of tasks under his employment contract or made mainly
          by making use of the Group Member's money, equipment, parts, materials
          or technical data not disclosed to the public are the property of the
          Group Member and agreeing to treat all Group Member information or
          third party owned Confidential Information as confidential.

17.4 The Group Member has fully paid or contributed to pension, medical care,
     unemployment and all other social security funds or employees benefits
     required by Law or agreement for some of the all employees of the Group
     Member and the Vendors undertake that they will cause the Group Member to
     fully paid such funds or benefits for all the employees of the Group Member
     pursuant to related Law or agreement at Closing, and there is no dispute or
     (save for potential dispute with respect to the aforesaid currently unpaid
     funds or benefits) potential dispute in connection with any such funds or
     benefits.


                                       44

<PAGE>

17.5 The Group Member has no written or oral contract of employment or other
     employment agreement with any of its employees (including any contracts
     relating to the temporary use or loaning of employees) that are not
     terminable at will by the Group Member without payment of severance or
     termination payments or benefits. The Group Member is not a party to any
     pending or threatened labor dispute concerning such the Group Member's
     business or employment practices or the subject of any organizing drive,
     labor grievance or petition to certify a labor union. The Group Member has
     complied with all applicable laws, treaties, ordinances, rules, and
     regulations and requirements relating to the employment of labor. There are
     no claims pending or threatened to be brought against the Group Member, in
     any court or administrative agency by any former or current Group Member
     employees.

17.6 Neither the execution and delivery of this Agreement nor the Related
     Agreements will:

     (a)  result in any payment by the Group Member (including severance,
          unemployment compensation, parachute payment, bonus or otherwise)
          becoming due to any director, employee, or independent contractor of
          the Group Member under any employee benefit plan, agreement, or
          otherwise,

     (b)  increase any benefits otherwise payable under any employee benefit
          plan or agreement, or

     (c)  result in the acceleration of the time of payment or vesting of any
          such benefits.

18.  LIABILITIES

18.1 INDEBTEDNESS

     Except as disclosed in the Accounts, the Group Member does not have
     outstanding and has not agreed to create or incur loan capital, borrowing
     or indebtedness in the nature of borrowing.

18.2 THIRD PARTY SECURITY

     The Group Member has no powers of attorney outstanding nor any obligations
     or liabilities (absolute or contingent) as guarantor, surety, cosigner,
     endorser, co-maker, or otherwise respecting the obligations or liabilities
     of any person, corporation, partnership, joint venture, association,
     organization, or other entity under a mortgage, pledge, guarantee,
     indemnity or other agreement or arrangement, other than as an endorser of
     negotiable instruments in the ordinary course of business.

18.3 EVENTS OF DEFAULT

     No event has occurred or been alleged to have occurred which:

     (a)  constitutes or will constitute an event of default, or otherwise gives
          rise to an obligation to repay, under an agreement relating to
          borrowing or indebtedness in the nature of borrowing; or

     (b)  will lead to an Encumbrance created or constituted in connection with
          borrowing or indebtedness in the nature of borrowing, a guarantee, an


                                       45

<PAGE>

          indemnity or other obligation of any of the Group Member becoming
          enforceable.

18.4 NO DEFAULTS

     The Group Member is not, nor has it received written notice that it would
     be with the passage of time, in default or violation of any term,
     condition, or provision of (i) its Charter Documents; (ii) any judgment,
     decree, or order to which the Group Member is a named party; or (iii) any
     loan or credit agreement, note, bond, mortgage, indenture, contract,
     agreement, lease, license, or other instrument to which the Group Member is
     now a party or by which it or any of its properties or assets is bound,
     except for defaults and violations which have been cured or, individually
     or in the aggregate, would not have a Material Adverse Change on the
     business of the Group Member.

18.5 BROKERS AND FINDERS

     The Group Member has not retained any broker, finder, or investment banker
     in connection with this Agreement or any of the transactions contemplated
     by this Agreement, nor does it owe any fee or other amount to any broker,
     finder, or investment banker in connection with this Agreement or the
     transactions contemplated by this Agreement.

19.  INSOLVENCY

19.1 No order has been made or application for bankruptcy presented to the court
     or resolution passed for the winding up of the Group Member; no distress,
     execution or other process has been levied on any of its assets; it has not
     stopped payment or become unable to pay its debts or become insolvent under
     Laws and it has not applied for conciliation in order to settle its debts;
     no liquidation committee has been appointed by it, the court or any other
     person for the purpose of liquidating the business or assets of it or any
     part thereof; no meeting of the creditors of it has been held or is in
     prospect; no ruling declaring the bankruptcy of it has been made and no
     public announcement in respect of the same has been pronounced by the
     court, and there is no unfulfilled or unsatisfied judgement or order of the
     court or other authorities outstanding against it; and there has been no
     delay by it in the payment of any obligation due for payment.

20.  LITIGATION AND COMPLIANCE WITH LAW

20.1 LITIGATION AND OTHER PROCEEDINGS

     None of the Group Member nor any of its past or present officers,
     directors, employees, or agent is a party to any pending or, threatened
     action, suit, labor dispute (including any union representation
     proceeding), proceeding, investigation, or discrimination claim in or by
     any court or governmental board, commission, agency, department, or
     officer, or any arbitrator, arising from the actions or omissions of the
     Group Member or agent or, in the case of an individual, from acts in his or
     her capacity as an officer, director, employee, agent or contractor of the
     Group Member, which individually or in the aggregate would have a Material
     Adverse Effect. The Group Member is not a named party to any order, writ,
     judgment, decree, or injunction.


                                       46

<PAGE>

20.2 COMPLIANCE WITH LAW

     The Group Member has conducted its business and dealt with its assets in
     all material respects in accordance with all applicable legal and
     administrative requirements in any relevant jurisdiction.

21.  ARRANGEMENTS WITH CONNECTED PERSONS ETC.

21.1 All amounts outstanding and appearing in the books of the Group Member as
     loan accounts or as due to directors or shareholders wholly represent money
     or money's worth paid or transferred to the Group Member as the case may be
     or remuneration accrued due and payable for services rendered. All amounts
     outstanding between the Vendors and the Group Member are specifically
     disclosed in the Accounts.

21.2 All costs incurred by the Group Member have been charged to the Group
     Member.

21.3 None of the Vendors (or any person connected with the Vendors) is at the
     date hereof either individually or collectively or with any other person or
     persons engaged in any other business or concerned or interested in any way
     whatsoever in any other business of a similar nature to or competitive with
     that carried on by the Group Member.

21.4 Notwithstanding the aforesaid, except:

     (a)  for relationships with the Group Member as an officer, director, or
          employee thereof (and compensation by the Group Member in
          consideration of such services);

     (b)  for relationships with the Group Member as shareholders

     none of the directors, officers, or holders of 5% or more of the equity
     interest (or any family member of any of the foregoing), is presently a
     party to, or was a party to during the year preceding the date of this
     Agreement, any transaction with the Group Member, involving more than
     US$20,000, including, any contract, agreement, or other legally binding
     arrangement (i) providing for the furnishing of services to or by, (ii)
     providing for rental of real or personal property to or from, or (iii)
     otherwise requiring payments to or from, any such person or any
     corporation, partnership, trust, or other entity in which any such person
     has or had a 5% or more interest (as a shareholder, partner, beneficiary,
     or otherwise) or is or was a director, officer, employee, or trustee. None
     of any Group Member's officers or directors has any interest in any
     property, real or personal, tangible or intangible, used in the business of
     the Group Member.

22.  CONSTITUTION AND RETURNS

22.1 The Group Member's current shareholders agreement and articles of
     association were duly executed and delivered by the relevant parties
     thereto and are legal, valid, binding and enforceable in accordance with
     their respective terms. There is no circumstance which would give rise to
     the early termination or changes of the current articles of association of
     the Group Member or the term of operation of the Group Member as stated in
     its business licence and no order or petition has been made or presented
     save for the necessity of the adoption of the AOA and JVA as contemplated


                                       47

<PAGE>

     in the Acquisition Transaction and Subscription Transaction which will
     replace or amend Company's current articles of association.

22.2 Save for the appointment of new directors of the board of the Company as
     contemplated in the Acquisition Transaction and Subscription Transaction,
     no changes will be imposed on the Group Member's current board of the
     directors(or in the case of no board of the directors, the statutory
     executive director) from the date of the signing of the Agreement.

22.3 The Group Member is operating and has always operated its business in all
     respects in accordance with its shareholders agreement, articles of
     association and business licence.

22.4 All returns, particulars, resolutions and other documents required to be
     filed with or delivered to the PRC State Administration for Industry and
     Commerce or any other authority in respect of the Group Member have been
     properly filed or delivered.

23.  RELIANCE

     The foregoing representations and warranties are made by the Vendors with
     the knowledge and expectation that the Purchaser are placing reliance
     thereon.


                                       48

<PAGE>

                                   SCHEDULE 5

1.   THE LISTS OF OWNED INTELLECTUAL PROPERTY:

www.hycon.cn
www.hyperlink-china.com
www.datandata.com
www.edata-china.com
www.chinaindia.com.cn
www.chinadia.com.cn

2.   THE LISTS OF LICENSED INTELLECTUAL PROPERTY

WINCATI SOFTWARE SYSTEM


                                       49

<PAGE>

                                   SCHEDULE 6

List of all the Leases


                                       50

<PAGE>

                                   SCHEDULE 7

List of all contracts where

1.   The Company is one party to the agreement

2.   Guangzhou Hyperlink is one party to the agreement


                                       51

<PAGE>

                                   SCHEDULE 8

                        LIST OF BANK ACCOUNTS AND DETAILS


                                       52

<PAGE>

                                   SCHEDULE 9

                                 LIST OF ASSETS


                                       53

<PAGE>

                                   SCHEDULE 10

                              FINANCIAL STATEMENTS


                                       54

<PAGE>

                                     ANNEX 1

                       ARTICLES OF ASSOCIATION FOR COMPANY


                                       55

<PAGE>

                                     ANNEX 2

                             SHAREHOLDERS AGREEMENT


                                       56

<PAGE>

                                     ANNEX 3

                             SUBSCRIPTION AGREEMENT

            THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.


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