XINHUA FINANCE MEDIA LIMITED

                                       AND

                        SINO INVESTMENT HOLDINGS LIMITED
                          (collectively, the Investors)

                                       AND

                                SUNGOLDEN LIMITED
                                    (Vendor)

                                   ----------

                        LOAN AND SHARE PURCHASE AGREEMENT
                     IN RESPECT OF SHARES IN THE CAPITAL OF
                           UPPER STEP HOLDINGS LIMITED

                                   ----------

                                28 FEBRUARY 2006

                                    Hong Kong

<PAGE>

THIS LOAN AND PURCHASE AGREEMENT (this "AGREEMENT") is made on the 28th day of
February 2006

BETWEEN

1.   XINHUA FINANCE MEDIA LIMITED, a company incorporated under the laws of the
     Cayman Islands with registration number 157511 and a registered address at
     Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George Town,
     Grand Cayman, Cayman Islands, British West Indies ("XFM");

2.   SINO INVESTMENT HOLDINGS LIMITED, a company incorporated under the laws of
     the Commonwealth of the Bahamas with registration number 141019B and a
     registered address at Charlotte House, Charlotte Street, P.O. Box N-341,
     Nassau, Bahamas ("SINO") (and XFM and Sino shall collectively be referred
     to as the "INVESTORS"); and

3.   SUNGOLDEN LIMITED, a company incorporated under the laws of Hong Kong with
     registration number 508977 and a registered address of Room 2204A, Bank of
     America Tower, 12 Harcourt Road, Central, Hong Kong (the "VENDOR").

WHEREAS

A.   The Vendor holds all of the beneficial interests in the Offshore Group.

B.   XFM desires to provide a loan to the Company and the Company desires to
     receive a loan from XFM subject to the terms and conditions set out in this
     Agreement and the Loan Agreement (as defined below).

C.   XFM and Sino desire to purchase and the Vendor wishes to sell to XFM and
     Sino the interests in that number of the Sale Shares (as defined below) as
     set forth opposite to the Investor's name on Schedule A hereto through the
     sale of certain shares in certain of the Offshore Group for the Purchaser
     Price as set forth in Schedule A hereto subject to the terms and conditions
     set out in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set
forth herein, the Investors, the Company and the Vendor do hereby agree as
follows:

1.   DEFINITIONS

1.1  Definitions. The following terms, as used herein, have the following
     meanings:

     "ACCORD GROUP" means Accord Group Investments Limited, a company
     incorporated under the laws of the British Virgin Islands with registration
     number 661868 and a


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<PAGE>

     registered address at P.O. Box 957, Offshore Incorporations Centre, Road
     Town, Tortola, British Virgin Islands;

     "ACCORD GROUP SHAREs" shall have the meaning set forth in Clause 5.1;

     "ACCORD GROUP STRUCTURE AGREEMENT" shall have the meaning set forth in
     Clause 5.3;

     "AFFILIATES" of a specified Person means any other Person that, directly or
     indirectly, through one or more intermediaries, Controls, is Controlled by,
     or is under common Control with, such specified Person or, in the case of a
     natural Person, such Person's spouse, parents and descendants (whether by
     blood or adoption and including stepchildren

     "ANCILLARY SHARE AGREEMENTS" means each of the following share purchase
     agreements to effect the transactions contemplated herein:

     (a)  the share purchase agreements between XFM and Honour Rise in respect
          of the purchase of 70 shares in the capital of the Company;

     (b)  the share purchase agreements between Sino and Hing Yee in respect of
          the purchase of 60 shares representing all of the issued shares in the
          capital of Quality Idea;

     (c)  the share purchase agreements between Sino and Tai Mou in respect of
          the purchase of 45 shares in the capital of the Company;

     (d)  the share purchase agreements between Sino and Tai Mou in respect 80
          shares in Fine Power representing all of the issued shares in the
          capital of Fine Power; and

     (e)  the share purchase agreements between XFM and Tai Mou in respect of 25
          shares in the capital of the Company;

     "BOARD" means the board of directors of the Company;

     "BSG" means Beijing Shiji Guangnian Limited Co., a company incorporated
     under the laws of the PRC with registration No. 77156888-4 and an address
     at 8100, #18, Jianshe Road, Kaixuan Avenue, Liang Township, Fangshan
     District, Beijing;

     "BUSINESS DAY" means any Monday, Tuesday, Wednesday, Thursday and Friday on
     which banks in Hong Kong or the PRC are required or permitted by laws to be
     open;

     "CHINA LEAD" means China Lead Profits Limited, a company incorporated under
     the laws of the British Virgin Islands with registration number 674588 and
     a registered address at P.O. Box 957, Offshore Incorporations Centre, Road
     Town, Tortola, British Virgin Islands;

     "CLOSING" shall have the meaning provided in Clause 4.3;

     "CLOSING DATE" shall have the meaning provided in Clause 4.3;


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<PAGE>

     "CLOSING DELIVERABLE AGREEMENTS" shall have the meaning provided in Clause
     4.4(k);

     "COMPANY") means Upper Step Holdings Limited, a company incorporated under
     the laws of the British Virgin Islands with registration number 678363 and
     a registered address at P.O. Box 957, Offshore Incorporations Centre, Road
     Town, Tortola, British Virgin Islands;

     "COMPANY SALE SHARES" means, collectively, the Honour Rise Sale Shares and
     Tai Mou Sales Shares;

     "COMPANY SHARES" means ordinary shares each with a par value of US$1.00 in
     the capital of the Company;

     "CONSENT" means any consent, approval, permit, license, order, or
     authorization of or registration, declaration, or filing with or exemption
     by Governmental Entity;

     "CONTROL", "CONTROLS", "CONTROLLED" (or any correlative term) means the
     possession, directly or indirectly, of the power to direct or cause the
     direction of the management of a Person, whether through the ownership of
     voting securities, by contract, credit arrangement or proxy, as trustee,
     executor, agent or otherwise. For the purpose of this definition, a Person
     shall be deemed to Control another Person if such first Person, directly or
     indirectly, owns or holds more than 50% of the voting equity interests in
     such other Person;

     "DIRECTORS" mean the members from time to time of the Board;

     "DISCLOSURE LETTER" means a letter described as such to be prepared by the
     Vendor and delivered to the Investors simultaneously with the execution of
     this Agreement;

     "ENCUMBRANCE" means and includes any interest or equity of any person
     (including, without prejudice to the generality of the foregoing, any right
     to acquire, option or right of pre-emption) or any mortgage, charge,
     pledge, lien or assignment or any other encumbrance, priority or security
     interest or arrangement of whatsoever nature over or in the relevant
     property;

     "FINANCIAL STATEMENTS" means the result of the financial due diligence
     conducted by Grant Thornton in respect of the financial condition of SCM
     prepared for by the Investors and delivered to the Vendor;

     "FINE POWER" means Fine Power Limited, a company incorporated under the
     laws of the British Virgin Islands with registration number 687687 and a
     registered address at P.O. Box 957, Offshore Incorporations Centre, Road
     Town, Tortola, British Virgin Islands;

     "FINE POWER SALE SHARES" shall have the meaning provided in Clause 4.1(d);

     "FIRST PAYMENT" means the net amount of US$10,000,000 to be paid as part of
     the Purchase Price in accordance with Clause 4.2(a);


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<PAGE>

     "FIRST PAYMENT DATE" means the date on which the First Payment is made;

     "GOVERNMENTAL ENTITY" means any court, regulatory body, administrative
     agency or commission or other governmental authority or instrumentality,
     whether domestic or foreign;

     "GROUP" means, collectively, the members of the Offshore Group and the PRC
     Group;

     "GROUP STRUCTURE AGREEMENTS" means the contracts, agreements and documents
     as set out in Schedule B;

     "HING YEE" means Hing Yee Service Limited, a company incorporated under the
     laws of the British Virgin Islands with registration number 675865 and a
     registered address at P.O. Box 957, Offshore Incorporations Centre, Road
     Town, Tortola, British Virgin Islands;

     "HONG KONG" means the Hong Kong Special Administrative Region of the PRC;

     "HONOUR RISE" means Honour Rise Services Limited, a company incorporated
     under the laws of the British Virgin Islands with registration number
     686228 and a registered address at P.O. Box 957, Offshore Incorporations
     Centre, Road Town, Tortola, British Virgin Islands;

     "HONOUR RISE SALE SHARES" shall have the meaning provided in Clause 4.1(a);

     "IMTV" means Inner Mongolia TV Station, an entity established under the
     laws of the People's Republic of China and an address at No. 55 Xia Hua Da
     Jie, Hu He Hao Te, Inner Mongolia;

     "INDEMNIFIED PARTY" shall have the meaning provided in Clause 12.4;

     "INDEMNIFYING PARTY" shall have the meaning provided in Clause 12.4;

     "INVESTOR CONTROLLED COMPANIES" shall mean the Company, China Lead, the
     WFOE and the PRC Company;

     "LICENSED INTELLECTUAL PROPERTY" means any and all license rights granted
     to SCM in any third party intellectual property or other proprietary or
     personal rights, including any and all of the following that are licensed
     to SCM anywhere in the world: (1) trademarks, trade names, service marks
     and trade dress, and all goodwill associated with trademarks, trade names,
     service marks and trade dress; (2) patents; (3) mask works; (4) utility
     models; (5) domain names; (6) copyrights and copyrightable works; (7)
     databases; (8) graphics; (9) schematics; (10) marketing, sales and user
     data; (11) technology; (12) trade secrets, including confidential know-how,
     inventions, specifications and processes; (13) computer software programs
     of any kind (in both source and object code form); (14) application
     programming interfaces; (15) protocols; and (16) any renewal, extension,
     reissue, continuation or division rights, applications and/or registrations
     for any of the foregoing;


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<PAGE>

     "LOAN" means the loan in the amount of US$2,000,000 to be made by XFM to
     the Company in accordance with Clause 3;

     "LOAN AGREEMENT" means the agreement to be entered into between XFM (as
     lender), the Company (as borrower) in respect of the Loan;

     "MATERIAL ADVERSE CHANGE" means any event or circumstance that occurs which
     might reasonably be expected to have a material adverse effect on the
     prospects, business, operations or financial condition of the Group or SCM
     taken as a whole or that would materially affect the ability of any of the
     companies in the Group or any Person who is a party to any of the Group
     Structure Agreements to perform its material obligations under any of the
     Group Structure Agreements;

     "NOMINEE 1" means Wan Jun, a PRC national and holder of PRC identity card
     no. 310107198001034018;

     "NOMINEE 2" means Li Guang Jie, a PRC national and holder of PRC identity
     card no. 410327770810141;

     "NOMINEES" means, collectively, Nominee 1 and Nominee 2;

     "OFFSHORE GROUP" means, collectively, the Company, China Lead, Fine Power,
     Hing Yee, Honour Rise, Quality Idea, and Tai Mou;

     "OWNED INTELLECTUAL PROPERTY" means any and all of the following that are
     owned (including joint ownership) or held by SCM anywhere in the world: (1)
     trademarks, trade names, service marks and trade dress, and all goodwill
     associated with trademarks, trade names, service marks and trade dress; (2)
     patents; (3) mask works; (4) utility models; (5) domain names; (6)
     copyrights and copyrightable works; (7) databases; (8) graphics; (9)
     schematics; (10) marketing, sales and user data; (11) technology; (12)
     trade secrets, including confidential know-how, inventions, specifications
     and processes; (13) computer software programs of any kind (in both source
     and object code form); (14) application programming interfaces; (15)
     protocols; and (16) any renewal, extension, reissue, continuation or
     division rights, applications and/or registrations for any of the
     foregoing;

     "PERSON" or "PERSONS" means any natural person, corporation, company,
     association, partnership, organization, business, firm, joint venture,
     trust, unincorporated organization or any other entity or organization, and
     shall include any governmental authority;

     "PRC" means the People's Republic of China;

     "PRC COMPANY" means Shanghai Yuanzhi Advertising Co., Ltd., a company to be
     established in the PRC, the details of which are set out in Schedule C;

     "PRC COMPANY CONTROLLING DOCUMENTS" means the agreements and documents duly
     executed or to be executed by and among WFOE, the Nominees and/or the PRC
     Company in the form and content as set forth in Schedule L;


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<PAGE>

     "PRC GROUP" means, collectively, the PRC Company and the WFOE;

     "PREPAYMENT" means the total amount of US$1,500,000 previously paid to SCM
     by Sino;

     "PURCHASE PRICE" means the amount set out in Clause 4.2;

     "QUALITY IDEA" means Quality Idea Limited, a company incorporated under the
     laws of the British Virgin Islands with registration number 688392 and a
     registered address at P.O. Box 957, Offshore Incorporations Centre, Road
     Town, Tortola, British Virgin Islands;

     "QUALITY IDEA SALE SHARES" shall have the meaning provided in Clause
     4.1(c);

     "RADIO PRICE" means the amount of US$1,500,000 previously paid to BSG by
     the Investors through Accord Group;

     "RELATED AGREEMENTS" means the Loan Agreement, the Ancillary Share
     Agreements, the Group Structure Agreements the PRC Company Controlling
     Documents and all other agreements contemplated in this Agreement;

     "SALE SHARES" means the Company Shares to be purchased by each of XFM and
     Sino under this Agreement, as set forth in Schedule A;

     "SCA" means the strategic co-operation agreement executed between SCM and
     IMTV in December 2003 as supplemented by a supplemental agreement dated 30
     November 2005;

     "SCM" means Shanghai Camera Media Investment Co., Ltd., a company
     incorporated under the laws of the PRC with registration No. 3101052005872
     and an address at 3B10, 168 Tianshan Road, Changning District, Shanghai;

     "SCM INTELLECTUAL PROPERTY" means, collectively, the Owned Intellectual
     Property and the Licensed Intellectual Property;

     "SECOND PAYMENT" means the amount of US$10,000,000 to be paid as part of
     the Purchase Price in accordance with Clause 4.2 (b);

     "SECOND PAYMENT DATE" means the date on which the Second Payment is made;

     "SUBSIDIARY" means a corporation, partnership, limited liability company,
     or other entity of which such corporation or entity directly or indirectly
     owns or controls voting securities or other interests that are sufficient
     to elect a majority of the Board of Directors or other managers of such
     corporation, partnership, limited liability company or other entity;

     "TAI MOU" means Tai Mou Services Limited, a company incorporated under the
     laws of the British Virgin Islands with registration number 675903 and a
     registered address at


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<PAGE>

     P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British
     Virgin Islands;

     "TAI MOU SALE SHARES" shall mean collectively the Tai Mou Sale Shares - XFM
     and the Tai Mou Sale Shares - Sino;

     "TAI MOU SALE SHARES - SINO" shall have the meaning provided in Clause
     4.1(b);

     "TAI MOU SALE SHARES - XFM" shall have the meaning provided in Clause
     4.1(e);

     "US$" and "US DOLLARS" means the lawful currency of the United States of
     America;

     "VENDOR CONTROLLED COMPANIES" shall mean Fine Power, Hing Yee, Honour Rise,
     Quality Idea, Tai Mou and SCM;

     "WFOE" means Jia Luo Business Consulting (Shanghai) Co., Ltd., a wholly
     foreign owned enterprise established in the PRC as a wholly-owned
     subsidiary of the Company, the details of which are set out in Schedule C;

     "WGQ" means Shanghai Wai Gao Qiao Free Trade Zone Development Co., Ltd.

1.2  Interpretation. In this Agreement:

     (a)  the headings are inserted for convenience only and shall not affect
          the construction of this Agreement;

     (b)  references to statutory provisions shall be construed as references to
          those provisions as amended or re-enacted or as their application is
          modified by other statutory provisions (whether before or after the
          date hereof) from time to time and shall include any provisions of
          which they are re-enactments (whether with or without modification);

     (c)  all time and dates in this Agreement shall be Hong Kong time and dates
          except where otherwise stated;

     (d)  unless the context requires otherwise, words incorporating the
          singular shall include the plural and vice versa and words importing a
          gender shall include every gender; and

     (e)  references herein to Clauses, Recitals and Schedules are to clauses
          and recitals of and schedules to this Agreement.

1.3  Recitals, Schedules. All Recitals and Schedules form part of this Agreement
     and shall have the same force and effect as if expressly set out in the
     body of this Agreement and any reference to this Agreement shall include
     the Recitals and Schedules.

1.4  Joint Obligations. Warranties, covenants, indemnities or other obligations
     expressed in this Agreement to be given by more than one party shall be
     deemed to be given by such parties on a joint and several basis unless
     otherwise expressly provided for.


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<PAGE>

2.   OVERVIEW OF INVESTMENT

2.1  The total investment amount to be invested by the Investors is
     US$25,000,000 to be made as follows:

          (i) the Prepayment and the Radio Price totalling US$3,000,000 shall be
          credited as a deposit against the total amount to be invested;

          (ii) the Loan in the amount of US$2,000,000 shall be made in
          accordance with the terms of Clause 3; and

          (iii) the amount of US$20,000,000 shall be paid by the Investors to
          the Vendor in accordance with Clause 4.

2.2  For the avoidance of doubt, under no circumstances will the Vendor be
     liable to repay any of the Prepayment or the Radio Price, whether or not
     this Agreement is terminated or rescinded.

3.   LOAN

3.1  Loan. Subject to the terms and conditions set out in this Agreement, XFM
     (relying on the representations, warranties, agreements, covenants,
     undertakings and indemnities hereinafter referred to) agrees with the
     Company to provide the Loan to the Company on the following terms and the
     terms of the Loan Agreement:

     Repayment:   Only with the unanimous agreement of all the shareholders of
                  the Company

     Interest:    0%

     Default:     In the event that WGQ does not disburse the full amount of the
                  Loan it receives in accordance with Clause 3.3(f) within 2
                  working days then the Loan shall become immediately due and
                  repayable.

3.2  Drawdown. The Loan Agreement shall be entered into the day following the
     Closing Date and the full amount of the Loan shall be transferred to the
     Company or as the Company directs in accordance with the Loan Agreement by
     wire transfer immediately following such execution of the Loan Agreement
     subject to fulfilment or waiver of all the conditions set out in Clause 11
     and the other terms and conditions of this Agreement.

3.3  Use of Loan. The Vendor and the Investors agree, covenant and undertake do
     all things as may be required, and to procure that all Persons under their
     respective Control (and for the avoidance of doubt, the Nominees shall be
     deemed to be Controlled by the Investors) to do all such things so that the
     Loan is disbursed as follows:


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<PAGE>

     (a)  the entire amount of the Loan received by the Company shall be paid to
          China Lead for the subscription of 99 shares in China Lead;

     (b)  the entire amount of the Loan received by China Lead under Clause
          3.3(a) shall be paid to the WFOE as a capital contribution;

     (c)  the entire amount of the Loan received by the WFOE under Clause 3.3(b)
          shall be lent to each of Nominee 1, Nominee 2 and PRC Company as
          follows:

          i.   a loan in the amount of RMB51,000 to Nominee 1; and

          ii.  a loan in the amount of RMB49,000 to Nominee 2; and

          iii. a loan of the balance of the Loan after deducting the loans under
               (i) and (ii) above to PRC Company;

     (d)  the entire amounts of the Loan received by the Nominees shall be paid
          to the PRC Company, as follows:

          i.   RMB51,000 by Nominee 1 as its capital contribution for the PRC
               Company; and

          ii.  RMB49,000 by Nominee 2 as its capital contribution for the PRC
               Company;

     (e)  the entire amount of the Loan received by the PRC Company under Clause
          3.3(c)(iii) and 3.3(d) shall be lent by the PRC Company to the WGQ;
          and

     (f)  the entire amount of the Loan proceeds received by the WGQ under
          Clause 3.3(e) shall be injected into SCM as working capital.

4.   SALE AND PURCHASE OF SALE SHARES

4.1  Sale. Subject to the terms and conditions set out in this Agreement, the
     Investors (relying on the representations, warranties, agreements,
     covenants, undertakings and indemnities hereinafter referred to) agree with
     the Vendor to purchase at Closing, and the Vendor agrees to sell and cause
     to be sold to the Investors at Closing, direct and indirect interests in
     the Sale Shares through the acquisition of shares in the following members
     of the Offshore Group for the Purchase Price with effect from the Closing
     Date free from all options, liens, charges, pledges, claims, agreements,
     encumbrances, equities and other third party rights of any nature
     whatsoever and together with all rights of any nature whatsoever now or
     hereafter attaching or accruing to them including all rights to any
     dividends or other distribution declared, paid or made in respect of them
     after the Closing Date:

     (a)  70 Company Shares ("HONOUR RISE SALE SHARES") representing 14% of the
          total issued capital of the Company held by Honour Rise (a
          wholly-owned subsidiary of the Vendor) to XFM for the aggregate
          purchase price of


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<PAGE>

          US$6,257,895 being comprised of payments of US$3,757,895 and
          US$2,500,000 on the First Payment Date and Second Payment Date
          respectively;

     (b)  45 Company Shares ("TAI MOU SALE SHARES - SINO") representing 9% of
          the total issued capital of the Company by held by Tai Mou, (a
          wholly-owned subsidiary of the Vendor) to Sino for the aggregate
          purchase price of US$2,799,035 being comprised of payments of
          US$1,191,892 and US$1,607,143 on the First Payment Date and Second
          Payment Date respectively;

     (c)  60 shares in the capital of Quality Idea (the "QUALITY IDEA SALE
          SHARES") representing 100% of the total issued capital of Quality Idea
          which holds 60 Company Shares representing 12% of the total issued
          capital of the Company held by Hing Yee (a wholly-owned subsidiary of
          the Vendor) to Sino for the aggregate purchase price of US$3,732,046
          being comprised of payments of US$ 1,589,189 and US$2,142,857 on the
          First Payment Date and Second Payment Date respectively;

     (d)  80 shares in the capital of Fine Power (the "FINE POWER SALE SHARES")
          representing 100% of the total issued capital of Fine Power which
          holds 80 Company Shares representing 16% of the total issued capital
          of the Company by Tai Mou, (a wholly-owned subsidiary of the Vendor)
          to Sino for the aggregate purchase price of US$4,976,062 being
          comprised of payments of US$ 2,118,919 and US$2,857,143 on the First
          Payment Date and Second Payment Date respectively; and

     (e)  25 Company Shares ("TAI MOU SALE SHARES - XFM") representing 5% of the
          total issued capital of the Company by held by Tai Mou, (a
          wholly-owned subsidiary of the Vendor) to XFM for the aggregate
          purchase price of US$2,234,962 being comprised of payments of
          US$1,342,105 and US$892,857 on the First Payment Date and Second
          Payment Date respectively.

     The Vendor shall procure that the transfers of shares contemplated under
     each of the Ancillary Shares Agreements are completed by the parties
     thereto (except for Sino and XFM) in accordance with their respective terms
     and the terms of this Agreement. In the event that there is any discrepancy
     between the terms of the Ancillary Shares Agreements and this Agreement,
     the terms of this Agreement shall prevail.

4.2  Purchase Price. The aggregate purchase price for the interests in the Sale
     Shares shall be US$20,000,000 (the "PURCHASE PRICE") payable as follows:

     (a)  US$10,000,000 payable as to US$3,392,857 by XFM and US$6,607,143 by
          Sino by wire transfer (the "FIRST PAYMENT") in accordance with Clause
          4.7 and the applicable Ancillary Share Agreements; and

     (b)  US$10,000,000 payable as to US$3,392,857 by XFM and US$6,607,143 by
          Sino by wire transfer (the "SECOND PAYMENT") in accordance with Clause
          4.8 and the applicable Ancillary Share Agreements.


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<PAGE>

4.3  Closing. Subject to confirmation from the Vendor and the Investors that the
     conditions set out in Clause 11 have been satisfied or if permissible,
     waived, the purchase and sale of the Sale Shares (the "CLOSING") shall take
     place on 28 February 2006 at the offices of Richard Wang & Co. at 18th
     Floor, Union Building, 100 Yanan Road East, Shanghai, PRC, or at such other
     time and place as the Investors and the Vendor all agree in writing. The
     date and time of the Closing are herein referred to as the "CLOSING DATE".
     The Investors shall not be obliged to make the Loan or purchase the Sale
     Shares unless all the conditions set forth in Clause 11 are fulfilled or
     waived by the Investors. Without prejudice to any other remedies available
     to the Investors, the Investors may defer Closing until all conditions set
     forth in Clause 11 are fulfilled or waived.

4.4  The Vendor's Closing Obligations. Upon Closing the Vendor shall:

     (a)  deliver or procure to be delivered to each Investor:

          (i)  the following documents in respect of the Company Sale Shares:

               (A)  duly completed and signed transfers of the applicable
                    Company Sale Shares by the registered holders thereof in
                    favour of the Investor or as it may direct together with the
                    share certificates representing the applicable Sale Shares;

               (B)  all powers of attorney or other authorities under which the
                    transfers of the applicable Sale Shares have been executed;

               (C)  such waivers or consents as the Investor may require
                    enabling the Investor or its nominee(s) to be registered as
                    the holders of the applicable Sale Shares;

               (D)  such other documents as may be required to give to the
                    Investor good title to the applicable Sale Shares and to
                    enable the Investor or its nominees to become the registered
                    holders thereof;

               (E)  certified copy of the updated register of members of the
                    Company;

          (ii) the following documents in respect of the Quality Idea Sale
               Shares:

               (A)  duly completed and signed transfers of the applicable
                    Quality Idea Sale Shares by the registered holders thereof
                    in favour of Sino or as it may direct together with the
                    share certificates representing the applicable Quality Idea
                    Sale Shares;

               (B)  all powers of attorney or other authorities under which the
                    transfers of the applicable Quality Idea Sale Shares have
                    been executed;


                                      -11-

<PAGE>

               (C)  such waivers or consents as the Investor may require
                    enabling Sino or its nominee(s) to be registered as the
                    holders of the applicable Quality Idea Sale Shares;

               (D)  such other documents as may be required to give to Sino good
                    title to the applicable Quality Idea Sale Shares and to
                    enable Sino or its nominees to become the registered holders
                    thereof;

          (iii) the following documents in respect of the Fine Power Sale
               Shares:

               (A)  duly completed and signed transfers of the applicable Fine
                    Power Sale Shares by the registered holders thereof in
                    favour of Sino or as it may direct together with the share
                    certificates representing the applicable Fine Power Sale
                    Shares;

               (B)  all powers of attorney or other authorities under which the
                    transfers of the applicable Fine Power Sale Shares have been
                    executed;

               (C)  such waivers or consents as the Investor may require
                    enabling Sino or its nominee(s) to be registered as the
                    holders of the applicable Fine Power Sale Shares;

               (D)  such other documents as may be required to give to Sino good
                    title to the applicable Fine Power Sale Shares and to enable
                    Sino or its nominees to become the registered holders
                    thereof;

          (iv) written confirmation that the Vendor is not aware of any matter
               or thing which is in breach of or inconsistent with any of the
               representations, warranties and undertakings herein contained;

          (v)  all books and records of Quality Idea and Fine Power; and

          (vi) such other papers and documents as the Investor may reasonably
               require;

     (b)  cause a board meeting of the Company to be held at which the Directors
          shall approve the transfers to the Investors or its nominee(s) and
          their registration as members of the Company in respect of applicable
          number of Company Sale Shares;

     (c)  cause a board meeting of Honour Rise to be held at which the directors
          of Honour Rise shall approve the transfers of the Honour Rise Sale
          Shares to XFM or its nominee(s);

     (d)  cause a board meeting of Hing Yee to be held at which the directors of
          Hing Yee shall approve the transfers of the Quality Idea Sale Shares
          to Sino or its nominee(s);


                                      -12-

<PAGE>

     (e)  cause a board meeting of Quality Idea to be held at which the
          directors of Quality Idea shall approve the transfer of the Quality
          Idea Sale Shares to Sino and its registration as members of Quality
          Idea in respect of the Quality Idea Sale Shares;

     (f)  cause a board meeting of Tai Mou to be held at which the directors of
          Tai Mou shall approve the transfers of the Tai Mou Sale Shares and the
          Fine Power Sale Shares to Sino and XFM as appropriate or their
          nominee(s);

     (g)  cause a board meeting of Fine Power to be held at which the directors
          of Fine Power shall approve the transfer of the Fine Power Sale Shares
          to Sino and its registration as members of Fine Power in respect of
          the Fine Power Sale Shares;

     (h)  cause to appoint such persons as the Investors may nominate to be
          validly appointed as directors of Fine Power and such other person
          acting as director of Fine Power to resign as director prior to or at
          Closing;

     (i)  cause to appoint such persons as the Investors may nominate to be
          validly appointed as directors of Quality Idea and such other person
          acting as director of Quality Idea to resign as director prior to or
          at Closing;

     (j)  cause to appoint such persons as the Investors may nominate to be
          validly appointed as additional directors and management team of SCM;

     (k)  deliver to the Investors the following agreements (the "CLOSING
          DELIVERABLE AGREEMENTS"):

          (i)  the duly executed counterparts of the Ancillary Share Agreements
               dated the Closing Date; and

          (ii) the duly executed Group Structure Agreements (except for the loan
               agreement between WGQ and PRC Company, and the share pledge
               agreement between WGQ and PRC Company).

          by the Vendor or Persons under the Control of the Vendor.

4.5  The Investors' Closing Obligations. Upon Closing, or in the case of Clause
     4.5(c), on the day following the Closing Date, each Investor (as
     applicable) shall:

     (a)  deliver to the Vendor or such other party as the Vendor directs in
          accordance with this Agreement the Loan Agreement and Ancillary Share
          Agreements duly executed by the Investors;

     (b)  pay the amount of the First Payment by wire transfer according to
          Ancillary Share Agreements;

     (c)  pay the amount of the Loan by wire transfer according to the Loan
          Agreement;


                                      -13-

<PAGE>

     (d)  cause to appoint such persons as the Vendor may nominate to be validly
          appointed as additional directors and management of China Lead;

     (e)  cause to appoint such persons as the Vendor may nominate to be validly
          appointed as additional directors and management of the WFOE;

     (f)  cause to appoint such persons as the Vendor may nominate to be validly
          appointed as additional directors and management of the PRC Company;

     (g)  deliver to the Vendor or such other party as the Vendor directs in
          accordance with this Agreement the counterparts of Group Structure
          Agreements and PRC Company Controlling Documents duly executed by
          Investor or Investor Controlled Companies or the Nominees, provided
          that if the PRC Company has not yet been incorporated before Closing
          and therefore any of such agreement can not be executed and delivered
          on Closing Date, then Investors shall procure the PRC company and the
          Nominees to execute and deliver such documents as soon as practicable
          after PRC company has been incorporated and in any event within 5
          business Days of its incorporation; and

     (h)  perform the closing obligation with respect to Accord Group Share
          under Clause 5.2.

4.6  Payment of Second Payment. The Investors shall pay to the Vendor the Second
     Payment on the earlier of 31 October, 2006 and the closing date of any
     subsequent financing for the Company in accordance with the terms of this
     Agreement and the applicable Ancillary Share Agreements. If the conditions
     set out in Clause 11.2 have been met and the Investors default in making
     the Second Payment when due, or the conditions set out in Clause 11.2 has
     not been satisfied before Second Payment Date due to Investors or Investor
     Controlled Companies or the Nominee, and Investors fail to make the Second
     Payment within 2 days after written notice from the Vendor of such default
     then the Investors and Vendor shall do, and shall procure all Persons under
     their respective Control to transfer from the Investors to the Vendor or
     its nominee such number of Shares as represents the part of the total
     investment amount of US$25,000,000 not paid on a pro-rata basis at nil
     consideration.

4.7  Deferral of Closing.

     (a)  Without prejudice to any other remedies available to the Investors, if
          any provision of Clause 4.4 has not been complied by the Vendor on the
          Closing Date (except if Vendor's failure to comply is caused by
          Investors, any member of the Investor Controlled Companies or the
          Nominees), the Investors may:

          (i)  proceed to Closing so far as practicable (without prejudice to
               its rights hereunder); or

          (ii) rescind its obligations to make the Loan and purchase the
               interests in the Sale Shares under this Agreement without
               prejudice to any other


                                      -14-

<PAGE>

               remedy and without incurring any liability to the Vendor or the
               Company.

     (b)  Without prejudice to any other remedies available to the Vendor, if
          any provision of Clause 4.5 has not been complied by the Investors on
          the Closing Date (except if the Investors' failure to comply is caused
          by Vendor or any member of the Vendor Controlled Companies), the
          Vendor may:

          (i)  proceed to Closing so far as practicable (without prejudice to
               its rights hereunder); or

          (ii) rescind its obligations to transfer the interests in the Sale
               Shares under this Agreement and rescind any agreement entered
               into by WGQ and/or SCM on the one part and any member of the
               Group on the other part without prejudice to any other remedy and
               without incurring any liability to the Investors or other members
               of the Group.

4.8  Further Covenants. The Vendor hereby irrevocably undertake to the Investors
     to sign or procure the due execution of all such further documents required
     to be signed by the Vendor or members of the Group Controlled by the Vendor
     as are necessary to vest in the Investors and the Group all such property
     and rights as are intended to be vested in them by or pursuant to this
     Agreement and the Group Structure Agreements. The relevant expenses shall
     be borne by the relevant signing parties. Investors hereby irrevocably
     undertake to the Vendor to sign and to procure the due execution of all
     such further documents required to be signed by the Investors or any member
     of the Group Controlled by the Investors as are necessary to vest in the
     Group all such property and rights as are intended to be vested in the
     Group by or pursuant to this Agreement and the Group Structure Agreements.
     The relevant expenses shall be borne by the relevant signing parties.

4.9  Prepayment. The Vendor hereby acknowledges that Sino paid the Prepayment to
     SCM prior to the execution of this Agreement.

4.10 Board of Directors. Each of the parties hereto shall do and shall procure
     to be done all actions necessary to ensure that the Board and the board of
     directors of each Subsidiary of the Company shall be comprised of 5
     Directors, three of which shall be nominated by the Investors and 2 of
     which shall be nominated by the Vendor.

4.11 Limitation on Transfer of Shares. None of the parties to this Agreement
     shall sell, give, assign, hypothecate, pledge, encumber, grant a security
     interest in or otherwise dispose of (whether by operation of law or
     otherwise) (each a "TRANSFER") any Shares or any right, title or interest
     therein or thereto, except to an Affiliate of such party or in connection
     with fundraising activities of the Investors and in accordance with the
     memorandum and articles of association of the Company and any attempt to
     transfer any Shares or any rights thereunder in violation of the preceding
     sentence shall be null and void ab initio.


                                      -15-

<PAGE>

5    TRANSFER OF THE ACCORD GROUP SHARES AND REPRESENTATIONS AND WARRANTIES IN
     RESPECT OF ACCORD GROUP

5.1  Transfer of the Accord Group Shares. In consideration of the Vendor
     entering into this Agreement and procuring the Vendor Controlled Companies
     to enter into the Related Agreements, the Investors agree to procure the
     shareholders of Accord Group to transfer to Honour Rise such number of
     shares in Accord Group representing 20% of total issued capital of the
     Accord Group (the "ACCORD GROUP SHARES") at nil consideration on or before
     Closing Date.

5.2  The Investors' obligations with respect to Accord Group Shares on Closing
     Date are as follows:

     (a)  deliver or procure to be delivered the following documents in respect
          of the Accord Group Shares:

          (A)  duly completed and signed transfers of the Accord Group Shares by
               the registered holders thereof in favour of the Honour Rise or as
               it may direct together with the share certificates representing
               the applicable Sale Shares;

          (B)  all powers of attorney or other authorities under which the
               transfers of the Accord Group Shares have been executed;

          (C)  such waivers or consents as the Honour Rise may require enabling
               Honour Rise or its nominee(s) to be registered as the holders of
               the applicable Sale Shares;

          (D)  such other documents as may be required to give to the Honour
               Rise good title to the applicable Sale Shares and to enable the
               Honour Rise or its nominees to become the registered holders
               thereof;

          (E)  certified copy of the updated register of members of the Accord
               Group;

     (b)  cause a broad meeting of the Accord Group to be held at which the
          directors shall approve the transfers to Honour Rise or its nominee(s)
          and their registration as members of the Accord Group in respect of
          applicable member of Accord Group.

5.3  Representations, warranties and covenants in respect of Accord Group

     The Investors represent, warrant and covenant to the Vendor that:

     (a)  Accord Group and relevant parties have entered into a series
          agreements and documents ("ACCORD GROUP STRUCTURE AGREEMENTS"),
          pursuant to which (i) Accord Group are able to exert effective Control
          over BSG (including its Subsidiaries), (ii) a substantial portion of
          economic benefits of BSG (including its Subsidiaries) will be
          transferred to Accord Group; (iii) Accord


                                      -16-

<PAGE>

          Group (or its 100% wholly-owned subsidiaries) has an exclusive option
          to purchase all equity interests in BSG when and to the extent
          permitted by PRC law and

     (b)  without Vendor's prior written consent, Accord Group Structure
          Agreement shall not have been revised in any material respects.

6.   TRANSFER OF BENEFITS NOT INDICATED IN FINANCIAL STATEMENTS

6.1  The Investors agree and undertake to procure to be transferred to the
     Vendor or its nominee all accounts receivable or other benefits of SCM
     whenever collected in respect of work done, services provided or actions
     completed prior to Closing that are not disclosed in the Financial
     Statements. Such transfer shall be done as soon as practicable after such
     amounts or benefits are collected by SCM from time to time. The Investors
     shall procure that all reasonable commercial steps are taken to recover any
     such amounts.

6.2  The benefit of all accounts receivable and any other benefits whatsoever or
     howsoever arising from after services provided or actions completed by SCM
     after Closing shall be solely for the benefit of SCM irrespective of
     whether they were disclosed in the Financial Statements.

7.   REPRESENTATIONS, WARRANTIES AND COVENANTS IN RESPECT OF THE VENDOR
     CONTROLLED COMPANIES

     Save as set out in the Disclosure Letter, the Vendor represent and warrant
     to each of the Investors that the following statements are true and correct
     as of the date of this Agreement:

7.1  The Offshore Group. In respect of each of the Vendor Controlled Companies
     (excluding SCM):

     (a)  Organization, Standing, and Power. It is a company duly organized,
          validly existing, and in good standing under the laws of
          incorporation, has all requisite corporate power and authority to
          carry on its businesses, and is duly qualified and in good standing to
          do business in each jurisdiction in which it conducts business. It has
          made available to the Investors complete and correct copies of its
          articles of incorporation, bylaws, registers and/or other
          organizational documents ("OFFSHORE CHARTER DOCUMENTS") of it, in each
          case, as amended to the date hereof.

     (b)  Corporate Records. Its minute books and corporate records, complete
          and correct copies of which have been made available to the Investors,
          contain correct and complete records of all proceedings and actions
          taken at all meetings of, or effected by written consent of, its
          shareholders and its board of directors, and all original issuances
          and subsequent transfers, repurchases, and cancellations of its
          shares.


                                      -17-

<PAGE>

     (c)  Capital Structure.

          (i)  Immediately prior to and following Closing its issued share
               capital will be as set out in Schedule C and D respectively.

          (ii) There are no options, warrants, calls, conversion rights,
               commitments, agreements, contracts, restrictions, or rights of
               any character to which it is a party or by which it may be bound
               obligating company to issue, deliver or sell, or cause to be
               issued, delivered or sold, additional shares, or obligating it to
               grant, extend or enter into any such option, warrant, call,
               conversion right, commitment, agreement, contract, understanding,
               restriction, arrangement or right. It does not have outstanding
               any bonds, debentures, notes or other indebtedness.

     (d)  Subsidiaries. It does not presently own or control, directly or
          indirectly, any interest in any other corporation, association, or
          other business entity, and is not a participant in any joint venture,
          partnership, or similar arrangement, except as set out in Schedule C.
          Its particulars as set out in Schedule C are true and accurate in all
          respects and the percentage of its share capital shown therein as
          owned or controlled by it is beneficially owned and clear of all
          Encumbrances. 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 or transfer of any of its share or loan capital (including
          any of its option, notes, warrants or other securities or rights
          convertible or ultimately convertible into shares or equity
          interests).

     (e)  Authority. The execution, delivery, and performance of all Related
          Agreements to be entered into by it have been duly authorized by all
          necessary action of its board. Certified copies of the resolutions
          adopted by its board approving the Related Agreements and transactions
          contemplated hereby and thereby have been provided to the Investors.

     (f)  Execution. It has duly and validly executed and delivered the Related
          Agreements, and the Related Agreements constitute valid, binding, and
          enforceable obligations of it in accordance with their terms, except
          to the extent that enforceability may be limited by applicable
          bankruptcy, reorganization, insolvency, moratorium or other laws
          affecting the enforcement of creditors' rights generally and by
          general principles of equity, regardless of whether such
          enforceability is considered in a proceeding at law or in equity.

     (g)  Compliance with Laws and Other Instruments. It holds, and at all times
          has held all licenses, permits, and authorizations from all
          governmental entities necessary for the lawful conduct of its business
          pursuant to all applicable statutes, laws, ordinances, rules, and
          regulations of all such authorities having jurisdiction over it or any
          part of its operations. There are no violations or claimed violations
          of any such license, permit, or authorization, or any such statute,
          law, ordinance, rule or regulation.


                                      -18-

<PAGE>

     (h)  Corporate Governance. Neither the execution and delivery of and
          Related Agreements nor the performance by it of its obligations under
          the Related Agreements will (i) conflict with or result in any breach
          of its Offshore Charter Documents; (ii) require any Consent, (iii)
          conflict with, result in a 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 it or its shares 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 it is a party.

     (i)  No Liabilities and No Business Activities. Save as contemplated under
          this Agreement, the Loan Agreement and the Ancillary Share Agreements,
          it has no liabilities of any nature howsoever arising, is not involved
          in any litigation whether as plaintiff or defendant, has no assets and
          is not carrying on any business of any nature.

     (j)  No Contracts. Save as contemplated under this Agreement, the Loan
          Agreement and the Ancillary Share Agreements, it has not entered into
          any agreement, contract, legal arrangement or documentation of any
          type or nature.

7.2  SCM. In respect of SCM:

     (a)  Organization, Standing, and Power. SCM is a company duly organized,
          validly existing, and in good standing under the laws of the PRC, have
          all requisite corporate power and authority to carry on its
          businesses, and is duly qualified and in good standing to do business
          in each jurisdiction in which it conducts business. SCM has made
          available to the Investors complete and correct copies of the SCM's
          articles of incorporation ("SCM CHARTER DOCUMENTS"), in each case, as
          amended to the date hereof.

     (b)  Corporate Records. The complete and correct copies of the minute books
          and corporate records of SCM which has been filled with Shanghai
          Industry and Commerce Bureau Changning Branch have been made available
          to the Investors and are materially complete, correct and accurate.

     (c)  Capital Structure.

          (i)  Immediately prior to Closing the capital structure of SCM shall
               be as set out in Schedule C and, specifically, SCM is a
               wholly-owned subsidiary of the WGQ where Shanghai Waigaoqiao
               (Group) Limited holds 10% of the equity interest in SCM on trust
               for the WGQ.

          (ii) There are no options, warrants, calls, conversion rights,
               commitments, agreements, contracts, restrictions, or rights of
               any character to which SCM or WGQ is a party or by which SCM may
               be bound obligating to issue, deliver or sell, or cause to be
               issued, delivered or sold, additional equity interest, or
               obligating SCM to grant, extend or enter into any


                                      -19-

<PAGE>

               such option, warrant, call, conversion right, commitment,
               agreement, contract, understanding, restriction, arrangement or
               right. SCM has outstanding any bonds, debentures, notes or other
               indebtedness.

          (iii) WGQ is the sole owner of all interests in and to SCM free and
               clear of all Encumbrances and, except any rights in favour of the
               Investors, the WFOE or the PRC Company created in this Agreement
               and the Related Agreements, no other party has any rights, now
               existing or contingent, whether or not exercised or claimed and
               whether or not by exercise of the power of any Governmental
               Entity, to any interest in SCM.

     (d)  Subsidiaries. SCM does not presently own or control, directly or
          indirectly, any interest in any other corporation, association, or
          other business entity, and is not a participant in any joint venture,
          partnership, or similar arrangement, except as set out in Schedule C.
          The particulars of SCM set out in Schedule C 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
          any Encumbrance, save as contained in the Group Structure Agreements.
          Save as expressly provided in the Group Structure Agreements, 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 or transfer of
          any share or loan capital of SCM (including any option, notes,
          warrants or other securities or rights convertible or ultimately
          convertible into shares or equity interests in SCM).

     (e)  Compliance with Laws and Other Instruments. SCM holds all material
          licenses, permits, and authorizations from all governmental entities
          necessary for the lawful conduct of its business pursuant to all
          applicable statutes, laws, ordinances, rules, and regulations of all
          such authorities having jurisdiction over it or any part of its
          operations including without limitation the Radio and TV Program
          Production and Operation Permit, issued by the Shanghai Administration
          of Culture, Radio, Film and TV numbered Hu Zi No. 062 with a scope of
          operation limited to the production and distribution of TV programs
          and for a term from August 1, 2005 to July 31, 2007 or the failure to
          obtain such licenses shall have a Material Adverse Change on the
          business or assets of SCM.

     (f)  Corporate Governance. Neither the execution and delivery of Related
          Agreements nor the performance by SCM of its obligations under the
          Related Agreements will (i) conflict with or result in any breach of
          the SCM Charter Documents; (ii) require any Consent by any
          Governmental Entity, (iii) conflict with, result in a 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
          SCM or equity interest in SCM 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 a SCM is a party.


                                      -20-

<PAGE>

     (g)  Technology and Intellectual Property Rights.

          (i)  Schedule E contains a list of SCM Intellectual Property which
               includes the following:

               (A)  all patents, domain names, trademarks, trade names, trade
                    dress and service marks, and any applications and
                    registrations for any of the foregoing, that is included in
                    the Owned Intellectual Property;

               (B)  all registered copyrights, and applications for registered
                    copyrights for any Owned Intellectual Property;

               (C)  all material products and services that currently are
                    published and/or offered by SCM, or that are currently under
                    development by SCM and scheduled to be commercially released
                    or offered within six (6) months of the Closing Date;

               (D)  all material licenses and sublicenses of Owned Intellectual
                    Property;

               (E)  all Licensed Intellectual Property (other than license
                    agreements for standard "shrink wrapped, off the shelf,"
                    commercially available, third party products used by SCM)
                    and any sublicenses thereto; and

               (F)  any material obligation of exclusivity, non-competition,
                    non-solicitation, first negotiation or "most favoured
                    nation" or "equally favoured nation" (e.g., obligating SCM
                    to provide terms as favourable or more favourable as granted
                    to others) to which SCM is subject under any agreement that
                    does not fall within the ambit of (D) or (E) in this
                    paragraph.

          (ii) SCM owns or has the right to use all SCM 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 SCM
               or are under development by SCM, and all products and/or
               technology underlying any and all services that have been or
               currently are offered by SCM or are under development by SCM is
               either: (1) owned by such SCM, (2) in the public domain, or (3)
               rightfully used by the SCM pursuant to a valid written license or
               other agreement.

          (iii) SCM is not, as a result of the execution or delivery of the
               Group Structure Agreements, nor performance of SCM's obligations
               under the Group Structure Agreements will SCM be in violation of
               any license, sublicense or other agreement relating to the SCM
               Intellectual Property or of any non-disclosure agreement to which
               SCM is a party or otherwise bound.


                                      -21-

<PAGE>

          (iv) SCM 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 SCM or
               its successors in the SCM Intellectual Property.

          (v)  SCM's use, reproduction, modification, distribution, licensing,
               sublicensing, sale, or any other exercise of rights in any Owned
               Intellectual Property by SCM 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, moral rights, rights to use likeness,
               other intellectual property rights, 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 SCM
               or their 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 SCM or its resellers
               or 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.

          (vi) No action, suit or proceeding (i) challenging the validity,
               enforceability, or ownership by SCM 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 SCM 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 SCM 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 WGQ and the Vendor, 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 to the best knowledge of
               the Vendor.

          (vii) No other party has any security interests in any SCM
               Intellectual Property.


                                      -22-

<PAGE>

          (viii) SCM 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 SCM whose work product was
               created by them entirely within the scope of their employment by
               SCM and constitutes work made for hire owned by SCM, valid
               written assignments or licenses of any such work or other rights
               to SCM that are enforceable by SCM and has made available true
               and complete copies of such assignments or licenses to the
               Investors.

          (ix) SCM owns all right, title and interest in and to all data SCM
               collect from or discloses about users of its products and
               services. SCM'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 SCM operates.

          (x)  No officer, director, stockholder or employee of SCM, nor any
               spouse, or relative thereof, owns directly or indirectly, in
               whole or in part, any SCM Intellectual Property.

     (h)  Financial Statements. There are no liabilities, claims or obligations
          of any nature in excess of US$5,000, whether absolute, contingent,
          anticipated or otherwise, whether due or to become due, that are not
          shown in the Financial Statements.

     (i)  Accounts Receivable. All of the accounts receivable shown on in the
          Financial Statements as of the Closing Date will have arisen out of
          bona fide transactions of SCM in the ordinary course of business and
          have been 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 SCM's policies) and can reasonably be
          anticipated to be paid in full without outside collection efforts
          within ninety (90) days of the due date.

     (j)  Taxes.

          (i)  SCM 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 ("RETURN PERIODS") have been paid
               or fully accrued up until Closing. SCM has not requested or been
               granted any extension of time to file any Return. The Vendor has
               made available to the Investors true and correct copies of all
               Returns, and all material correspondence with any taxing
               authority.

          (ii) No deficiencies or adjustments for any tax of SCM 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 SCM does not file Returns that SCM is or may
               be subject to taxation


                                      -23-

<PAGE>

               by that jurisdiction. SCM is not subject to any pending or
               threatened tax audit or examination. SCM has not entered into any
               agreements, waivers or other arrangements in respect of the
               statute of limitations in respect of its taxes or Returns.

          (iii) For the purposes of this Agreement, the terms "tax" and "taxes"
               shall include all taxes, assessments, duties, tariffs,
               registration fees, and other governmental charges in the nature
               of taxes including, all income, franchise, property, production,
               sales, use, payroll, license, windfall profits, value added,
               severance, withholding, excise, gross receipts and other taxes,
               as well as any interest, additions or penalties relating thereto
               and any interest in respect of such additions or penalties.

          (iv) There are no liens for taxes upon the assets of SCM except for
               taxes that are not yet payable. SCM 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.

     (k)  Absence of Certain Changes and Events. Since the date of the Financial
          Statements, there has not been:

          (i)  Any transaction involving more than US$1,000 entered into by SCM
               other than in the ordinary course of business;

          (ii) Any declaration, payment, or setting aside of any dividend or
               other distribution to or for any of the holders of any equity
               interest;

          (iii) Any termination, modification, or rescission of, or waiver by
               SCM of rights under, any contract having or reasonably likely to
               have a Material Adverse Change on the business of SCM;

          (iv) Any discharge or satisfaction by SCM of any lien or encumbrance,
               or any payment of any obligation or liability (absolute or
               contingent) other than liabilities shown on the Financial
               Statements and liabilities incurred since the date of the
               Financial Statements in the ordinary course of business;

          (v)  Any mortgage, pledge, imposition of any security interest, claim,
               encumbrance, or other restriction created on any of the assets,
               tangible or intangible, of SCM having or reasonably likely to
               have a Material Adverse Change on the business of SCM;

          (vi) Any settlement amount of any claim, dispute, suit, proceeding or
               investigation regarding SCM; or

          (vii) Any event or condition resulting in a Material Adverse Change on
               the business of SCM.


                                      -24-

<PAGE>

     (l)  Leases in Effect; Real Estate. All real property leases and subleases
          to which any SCM is a party and any amendments or modifications
          thereof are listed in Schedule F (each a "LEASE" and, collectively,
          the "LEASES"). SCM has a valid leasehold interest under such Leases.
          There are no existing defaults, and SCM has not received or given any
          written notice of default or claimed default with respect to any Lease
          and there is no event that with notice or lapse of time, or both,
          would constitute a default thereunder. All real property occupied by
          SCM is subject to a written lease. SCM holds no interest in real
          property other than the Leases.

     (m)  Personal Property. SCM has valid title, free and clear of all title
          defects, security interests, pledges, options, claims, liens, and
          encumbrances of any nature whatsoever to all inventory, receivables,
          furniture, machinery, equipment, and other personal property, tangible
          or otherwise, reflected on the Financial Statements, except for
          acquisitions and dispositions since the date of the Financial
          Statements in the ordinary course of business and not exceeding
          US$1,000.

     (n)  Litigation and Other Proceedings. Save as set out in the Disclosure
          Letter and as would not have a Material Adverse Change on the business
          or assets of SCM, none of SCM nor any of its past or present officers,
          directors, or employees, is a party to any pending or, threatened
          action, suit, labour 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
          SCM or affecting any properties, assets or capital of SCM, nor is
          there any reasonable basis for any such action, suit, labour dispute,
          proceeding, investigation or discrimination claim, or, in the case of
          an individual, from acts in his or her capacity as an officer,
          director, employee, agent or contractor of SCM. SCM is not a named
          party to any order, writ, judgment, decree, or injunction.

     (o)  No Defaults. SCM is and has not 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 SCM Charter Documents; (ii) any
          judgment, decree, or order to which SCM is a named party; or (iii) any
          loan or credit agreement, note, bond, mortgage, indenture, contract,
          agreement, lease, license, or other instrument to which SCM 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 SCM.

     (p)  Major Contracts. Except for the agreements set out in Schedule G (the
          "SCM MATERIAL CONTRACTS" SCM is not a party to or bound by:

          (i)  Any employment contract or arrangement providing for annual
               salary in excess of $30,000 with any officer or employee or with
               any


                                      -25-

<PAGE>

               consultant or director providing for annual compensation in
               excess of $30,000;

          (ii) 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;

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

          (iv) 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, $50,000 or pursuant to which
               SCM has granted or received manufacturing rights, most favoured
               nation pricing provisions, or exclusive marketing, reproduction,
               publishing or distribution rights related to any product, group
               of products or territory;

          (v)  Any agreement, franchise, or indenture where the amount of
               consideration payable thereunder is greater than $50,000 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;

          (vi) 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;

          (vii) 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 $5,000 or more; or

          (viii) Any contract containing covenants purporting to limit SCM's
               freedom to compete in any line of business in any geographic
               area.

               All SCM Material Contracts are valid and in full force and effect
          and SCM has not, nor has any other party thereto, breached any
          material provisions of, or entered into default in any material
          respect under the terms thereof other than such beaches or defaults
          that have been cured or that would not cause a Material Adverse Change
          to the assets or business of SCM. The


                                      -26-

<PAGE>

          Vendor has made available to the Investors a copy of each SCM Material
          Contract specified in Schedule G together with all amendments,
          material written waivers or other material written changes thereto.

     (q)  Assets. SCM has legal and beneficial ownership of all assets owned,
          possessed or used by SCM as indicated in the Financial Statements free
          and clear of any Encumbrances. No other Person owns any such property
          and assets which are being used by SCM except for the Leased Property
          and personal property leased by SCM pursuant to the SCM Material
          Contracts.

     (r)  Business. The SCA is in full force and effect and there exists no
          breach, default or non-compliance thereunder by any party and IMTV has
          not alleged any default on the part of SCM and has not notified SCM or
          the Vendor of any intention to terminate the SCA. To the best
          knowledge of the Vendor, Schedule H contains all of the landing rights
          agreements to which IMTV is a party and through which SCM will have
          exclusive access to the markets referred to in them, all of which
          agreements are in full force and effect and unamended, except for
          certain landing rights agreements which have been amended or
          terminated without any material adverse effect on the business of SCM.

     (s)  Material Relations. None of the parties to any of the SCM Material
          Contracts have terminated or in any way expressed to SCM any intent to
          reduce the amount of or terminate its business with SCM in the future.

     (t)  Insurance and Banking Facilities. Schedule I contains a complete and
          correct list of (i) all contracts of insurance or indemnity of SCM in
          force at the date of this Agreement (including name of insurer or
          indemnitor, agent, annual premium, coverage, deductible amounts, and
          expiration date) and (ii) the names and locations of all banks in
          which SCM 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. All premiums and other payments due from SCM with respect
          to any such contracts of insurance or indemnity have been paid, and
          there are no act, or failures 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.

     (u)  Employees. SCM 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 SCM without payment of severance or
          termination payments or benefits. Except as would not have a Material
          Adverse Change on the business or assets of SCM, SCM is not a party to
          any pending or threatened labour dispute concerning SCM's business or
          employment practices or the subject of any organizing drive, labour
          grievance or petition to certify a labour union. SCM has complied with
          all applicable laws, treaties, ordinances, rules, and regulations and
          requirements relating to the employment of labour. Except as would not
          have a Material Adverse Change on the business or assets of SCM, there
          are no claims pending or to the best of the knowledge of the Vendor,


                                      -27-

<PAGE>

          threatened to be brought against SCM, in any court or administrative
          agency by any former or current SCM employees. SCM has made all
          required contributions under the laws of the PRC in respect of wages,
          salaries and other payments to all employees, officers and directors
          and has timely paid all such amounts to the proper PRC authority
          except as would not have a Material Adverse Change on the business or
          assets of SCM.

     (v)  Certain Agreements. Neither the execution and delivery of this
          Agreement and the Related Agreements nor the performance of its
          obligations contained in them will: (i) result in any payment by SCM
          (including severance, unemployment compensation, parachute payment,
          bonus or otherwise) becoming due to any director, employee, or
          independent contractor of SCM under any employee benefit plan,
          agreement, or otherwise, (ii) increase any benefits otherwise payable
          under any employee benefit plan or agreement, or (iii) result in the
          acceleration of the time of payment or vesting of any such benefits.

     (w)  Guarantees and Suretyships. SCM has no powers of attorney outstanding
          and SCM has no obligations or liabilities (absolute or contingent) as
          guarantor, surety, co-signer, endorser, co-maker, or otherwise
          respecting the obligations or liabilities of any person, corporation,
          partnership, joint venture, association, organization, or other entity
          other than as an endorser of negotiable instruments in the ordinary
          course of business.

     (x)  Absence of Questionable Payments. None of SCM 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 SCM 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.

7.3  General

     (a)  The Group Structure Agreements. In respect of the parties or persons
          under the Control of the Vendor (i) Each of the Group Structure
          Agreements has been duly executed by the parties thereto, are in full
          force and effect and constitutes the valid and legally binding
          obligation of the parties thereto, enforceable in accordance with its
          terms, except (1) as limited by applicable bankruptcy, insolvency,
          reorganisation, moratorium, and other laws of general application
          affecting enforcement of creditors' rights generally, (2) as limited
          by laws relating to the availability of specific performance,
          injunctive relief, or other equitable principles; and (3) save as
          disclosed otherwise in the Disclosure Letter. (ii) The execution,
          delivery and performance of each of the Group Structure Agreements by
          the parties thereto do not conflict with or violate any existing and
          publicized law, regulation or governmental order in the PRC, save as
          disclosed otherwise in any of the Disclosure Letter. (iii) The


                                      -28-

<PAGE>

          execution, delivery and performance of each of the Group Structure
          Agreements by the parties thereto do not and will not require any
          consent, approval, authorization or other order of, action by, filing
          with or notification to, any governmental authority in the PRC or, if
          any such consent, approval, authorization, order, action, filing or
          notification is required, they have been obtained or made or will be
          obtained or made prior to the Closing, save as disclosed otherwise in
          any of the Legal Opinions.

     (b)  The Closing Deliverable Agreements. On or before Closing, each of the
          Closing Deliverable Agreements will have been duly executed by the
          parties thereto which are under the Control of the Vendor and, as at
          Closing, will be in full force and effect and will constitute the
          valid and legally binding obligations of the parties thereto which are
          under the Control of the Vendor, enforceable in accordance with their
          terms at Closing.

     (c)  Full Disclosure. (i) The Vendor is not aware of any facts which could
          materially adversely affect it, any member of the Group, SCM or which
          are likely in the future to materially adversely affect any of them
          and which have not been disclosed by or on behalf of the Vendor or
          Vendor controlled Companies in connection with or pursuant to this
          Agreement (except if such facts are caused by any member of the
          Investor Controlled Companies or the Nominees). (ii) No representation
          or warranty in this Agreement, nor any statement or certificate
          furnished or to be furnished to the Investors 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.

     (d)  Reliance. The representations and warranties are made by the Vendor
          with the knowledge and expectation that the Investors are placing
          reliance thereon.

8.   REPRESENTATIONS, WARRANTIES AND COVENANTS IN RESPECT OF THE INVESTOR
     CONTROLLED COMPANIES

8.1  The Investors represent and warrant to the Vendor that the following
     statements are true and correct in respect of the Investor Controlled
     Companies as of the date of this Agreement:

     (a)  Organization, Standing, and Power. It is a company duly organized,
          validly existing, and in good standing under the laws of
          incorporation, has all requisite corporate power and authority to
          carry on its businesses, and is duly qualified and in good standing to
          do business in each jurisdiction in which it conducts business. It has
          made available to the Vendor complete and correct copies of its
          articles of incorporation, bylaws, registers and/or other
          organizational documents of it, in each case, as amended to the date
          hereof.

     (b)  Corporate Records. Its minute books and corporate records, complete
          and correct copies of which have been made available to the Vendor,
          contain correct and complete records of all proceedings and actions
          taken at all


                                      -29-

<PAGE>

          meetings of, or effected by written consent of, its shareholders and
          its board of directors, and all original issuances and subsequent
          transfers, repurchases, and cancellations of its shares.

     (c)  Capital Structure.

          (i)  Prior to and immediately following Closing its issued share
               capital will be as set out in Schedule C and Schedule D
               respectively.

          (ii) There are no options, warrants, calls, conversion rights,
               commitments, agreements, contracts, restrictions, or rights of
               any character to which its is a party or by which it may be bound
               obligating company to issue, deliver or sell, or cause to be
               issued, delivered or sold, additional shares, or obligating it to
               grant, extend or enter into any such option, warrant, call,
               conversion right, commitment, agreement, contract, understanding,
               restriction, arrangement or right. It does not have outstanding
               any bonds, debentures, notes or other indebtedness.

     (d)  Subsidiaries. It does not presently own or control, directly or
          indirectly, any interest in any other corporation, association, or
          other business entity, and is not a participant in any joint venture,
          partnership, or similar arrangement, except as set out in Schedule C.
          Its particulars as set out in Schedule C are true and accurate in all
          respects and the percentage of its share capital shown therein as
          owned or controlled by it is beneficially owned and clear of all
          Encumbrances. 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 or transfer of any of its share or loan capital (including
          any of its option, notes, warrants or other securities or rights
          convertible or ultimately convertible into shares or equity
          interests).

     (e)  Authority. The execution, delivery, and performance of this Agreement
          and all Related Agreements to be entered into by it have been duly
          authorized by all necessary action of its board. Certified copies of
          the resolutions adopted by its board approving this Agreement, the
          Related Agreements and transactions contemplated hereby and thereby
          have been provided to the Vendor.

     (f)  Execution. It has duly and validly executed and delivered the Related
          Agreements and the Related Agreements constitute valid, binding, and
          enforceable obligations of it in accordance with their terms, except
          to the extent that enforceability may be limited by applicable
          bankruptcy, reorganization, insolvency, moratorium or other laws
          affecting the enforcement of creditors' rights generally and by
          general principles of equity, regardless of whether such
          enforceability is considered in a proceeding at law or in equity.

     (g)  Compliance with Laws and Other Instruments. It holds, and at all times
          has held all licenses, permits, and authorizations from all
          governmental entities necessary for the lawful conduct of its business
          pursuant to all applicable


                                      -30-

<PAGE>

          statutes, laws, ordinances, rules, and regulations of all such
          authorities having jurisdiction over it or any part of its operations.
          There are no violations or claimed violations of any such license,
          permit, or authorization, or any such statute, law, ordinance, rule or
          regulation.

     (h)  Corporate Governance. Neither the execution and delivery of Related
          Agreements nor the performance by it of its obligations under the
          Related Agreements will (i) conflict with or result in any breach of
          its charter documents; (ii) require any Consent, (iii) conflict with,
          result in a 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 it or its shares 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 it is a party.

     (i)  No Liabilities and No Business Activities. Save as contemplated under
          the Related Agreements, it has no liabilities of any nature howsoever
          arising, is not involved in any litigation whether as plaintiff or
          defendant, has no assets and is not carrying on any business of any
          nature.

     (j)  No Contracts. Save as contemplated under this Agreement and the
          Related Agreements, it has not entered into any agreement, contract,
          legal arrangement or documentation of any type or nature.

8.2  General

     (a)  The Group Structure Agreements. In respect of the parties or persons
          under the Control of the Investor (i) Each of the Group Structure
          Agreements and PRC Company Controlling Documents that has been duly
          executed by the parties thereto, are in full force and effect and
          constitutes the valid and legally binding obligation of the parties
          thereto, enforceable in accordance with its terms, except (1) as
          limited by applicable bankruptcy, insolvency, reorganisation,
          moratorium, and other laws of general application affecting
          enforcement of creditors' rights generally, (2) as limited by laws
          relating to the availability of specific performance, injunctive
          relief, or other equitable principles. (ii) The execution, delivery
          and performance of each of the Group Structure Agreements and PRC
          Company Controlling Documents by the parties thereto do not conflict
          with or violate any existing and publicized law, regulation or
          governmental order in the PRC. (iii) The execution, delivery and
          performance of each of the Group Structure Agreements by the parties
          thereto do not and will not require any consent, approval,
          authorization or other order of, action by, filing with or
          notification to, any governmental authority in the PRC or, if any such
          consent, approval, authorization, order, action, filing or
          notification is required, they have been obtained or made or will be
          obtained or made prior to the Closing.

     (b)  Deliverable Agreements. On or before Closing, each of the Group
          Structure Agreements will have been duly executed by the parties
          thereto which are


                                      -31-

<PAGE>

          under the Control of the Investor and, as at Closing, will be in full
          force and effect and will constitute the valid and legally binding
          obligations of the parties thereto which are under the Control of the
          Investor, enforceable in accordance with their terms at Closing.

     (c)  Full Disclosure. (i) The Investor is not aware of any facts which
          could materially adversely affect it, any member of the Group, SCM or
          which are likely in the future to materially adversely affect any of
          them and which have not been disclosed by or on behalf of the
          Investors or Investor controlled Companies in connection with or
          pursuant to this Agreement (except if such facts are caused by any
          member of the Vendor Controlled Companies). (ii) No representation or
          warranty in this Agreement, nor any statement or certificate furnished
          or to be furnished to the Vendor 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.

     (d)  Reliance. The representations and warranties are made by the Investors
          with the knowledge and expectation that the Vendor is placing reliance
          thereon.

9.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR

     The Vendor hereby represents, warrants and covenants to each of the
     Investors that each of the following statements is true:

9.1  Organisation and Qualification. It is a person or a legal entity duly
     organised and validly existing under the laws of its jurisdiction of
     incorporation.

9.2  Authorisation and Authority. It has taken all corporate or other action
     required to authorise, and has duly authorised, the execution, delivery and
     performance of this Agreement and upon due execution and delivery the same
     will constitute its legal, valid and binding obligations enforceable in
     accordance with its terms.

9.3  Power and Authority. It has full power and authority to make the covenants
     and representations referred to herein and to sale the Sale Shares and to
     execute, deliver and perform this Agreement.

9.4  Compliance with Laws and Other Instruments. It holds, and at all times has
     held all licenses, permits, and authorizations from all governmental
     entities necessary for the lawful conduct of its business pursuant to all
     applicable statutes, laws, ordinances, rules, and regulations of all such
     authorities having jurisdiction over it or any part of its operations.
     There are no violations or claimed violations of any such license, permit,
     or authorization, or any such statute, law, ordinance, rule or regulation,
     except for those violations which will not cause Material Adverse Change to
     the business or assets of SCM.


                                      -32-

<PAGE>

9.5  Corporate Governance. Neither the execution and delivery of this Agreement
     and Related Agreements nor the performance by it of its obligations under
     this Agreement and Related Agreements will (i) conflict with or result in
     any breach of its charter documents; (ii) require any Consents by
     Governmental Entity, (iii) conflict with, result in a 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 it or its shares 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 it is a
     party.

10.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTORS

     Each of the Investors hereby represents, warrants and covenants to the
     Vendor that each of the following statements is true:

10.1 Organisation and Qualification. It is a person or a legal entity duly
     organised and validly existing under the laws of its jurisdiction of
     incorporation.

10.2 Authorisation. It has taken all corporate or other action required to
     authorise, and has duly authorised, the execution, delivery and performance
     of this Agreement and upon due execution and delivery the same will
     constitute its legal, valid and binding obligations enforceable in
     accordance with its terms.

10.3 Power and Authority. It has full power and authority to make the covenants
     and representations referred to herein and to make the Loan and to purchase
     the Sale Shares and to execute, deliver and perform this Agreement.

10.4 Compliance with Laws and Other Instruments. It holds, and at all times has
     held all licenses, permits, and authorizations from all governmental
     entities necessary for the lawful conduct of its business pursuant to all
     applicable statutes, laws, ordinances, rules, and regulations of all such
     authorities having jurisdiction over it or any part of its operations.
     There are no violations or claimed violations of any such license, permit,
     or authorization, or any such statute, law, ordinance, rule or regulation.

10.5 Corporate Governance. Neither the execution and delivery of this Agreement
     and Related Agreements nor the performance by it of its obligations under
     this Agreement and Related Agreements will (i) conflict with or result in
     any breach of its charter documents; (ii) require any Consents by
     Governmental Entity, (iii) conflict with, result in a 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 it or its shares 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 it is a
     party.


                                      -33-

<PAGE>

11.  CONDITIONS OF THE INVESTORS' AND VENDOR'S OBLIGATIONS AT CLOSING AND TO
     PAYMENT OF SECOND PAYMENT

11.1 Closing Date. The obligations of the Investors and the Vendor under this
     Agreement are subject to the satisfaction or waiver, on or before the
     Closing Date of each of the following:

     (a)  Representations and Warranties. The representations and warranties
          contained in Clauses 7, 8, 9 and 10 shall be true on and as of the
          Closing Date with the same effect as though such representations and
          warranties had been made on and as of the Closing Date.

     (b)  Proceedings and Documents. All corporate and other proceedings in
          connection with the transactions contemplated at the Closing and all
          documents incidental thereto shall be reasonably satisfactory in form
          and substance to all parties, and all parties shall have received all
          such counterpart original and certified or other copies of such
          documents as it may reasonably request.

     (c)  Performance. The Group and SCM shall have performed and complied with
          all agreements, obligations and conditions contained in this Agreement
          and the Group Structure Agreements that are required to be performed
          or complied with by it on or before Closing.

     (d)  Establishment of the Group. The companies in the Group shall have been
          established in all respects to the satisfaction of the parties and all
          governmental approvals for the establishment and operation of the same
          shall have been obtained.

     (e)  Equity interests of SCM. The entire equity interests of SCM are owned
          by WGQ free and clear of any Encumbrance (of which 10% is held by
          Shanghai Wai Gao Qiao (Group) Limited for and on behalf of WGQ) and
          all governmental approvals of the same shall have been obtained.

     (f)  Sale and Purchase of SCM. The WGQ and WFOE shall have entered into a
          call option agreement in the form and substance as set out in Schedule
          J for all of the WGQ's interests in and to SCM.

     (g)  Service Agreements. SCM shall have entered into services agreements in
          the form and substance as set out in Schedule K with each of the
          Vendor, PRC Company and WFOE.

     (h)  IMTV. IMTV shall have all Consents, landing rights as described in
          Schedule H (except that some land rights may be terminated or amended
          provided such termination or revision would not have a Material
          Adverse Change on the business of SCM) and all other assets and
          commercial rights necessary for SCM to carry out its business as set
          out in the Financial Statements. The SCA between IMTV and SCA is in
          full force and effect and there has been no


                                      -34-

<PAGE>

          material amendment to the SCA and there has been no material breaches
          thereunder by any party.

11.2 At Second Payment Date. The obligations of the Investors making the Second
     Payment under Clause 4 of this Agreement shall be subject to the
     satisfaction or waiver of each of the following on the date that the Second
     payment is made:

     (a)  Conditions under Clause 11.1. The conditions set out under Clauses
          11.1(b), 11.1(c) (in respect of SCM only) and 11.1(e)-(h) in relation
          to the Vendor with references to the Closing Date construed as
          references to the date that the Second Payment is to be made having
          been satisfied or waived.

     (b)  Continuation and Validity of SCA. The SCA being valid, binding among
          the parties thereto and unamended and nothing having been done that
          may result in its termination or invalidity for any reason.

11.3 If the PRC Company has not yet been incorporated and is required to execute
     and deliver documents prior to or at Closing then the PRC Company shall
     execute and deliver such documents as soon as practicable after it has been
     incorporated and in any event within 5 Business Days of its incorporation.

12.  INDEMNITY

12.1 Indemnity of Investors. The Vendor will indemnify and will keep indemnified
     and save harmless each of the Investors from and against:

     (a)  any and all losses, claims, damages (including lost profits,
          consequential damages, interest, penalties, fines and monetary
          sanctions) liabilities and costs incurred or suffered by the Investors
          by reason of, resulting from, in connection with, or arising in any
          manner whatsoever out of the breach of any warranty, representation or
          covenant or the inaccuracy of any representation made in respect of
          any Vendor Controlled Company by the Vendor contained or referred to
          in this Agreement in connection therewith including, but not limited
          to, any diminution in the value of the assets of and any payment made
          or required to be made by the Investors and any costs and expenses
          incurred as a result of such breach provided that the indemnity
          contained in this Clause 12..1 shall be without prejudice to any other
          rights and remedies available to the Investors; or

     (b)  the nonfulfillment or breach of any covenant, undertaking, agreement
          or other obligation of any member of the Vendor Controlled Companies
          to any of the Group Structure Agreements;

     (c)  save as disclosed in the Financial Statements, any and all losses,
          claims, damages (including lost profits, consequential damages,
          interest, penalties, fines and monetary sanctions) liabilities and
          costs incurred or suffered by any of the Vendor Controlled Companies
          by reason of, resulting from, in connection with, or arising in any
          manner whatsoever out of or from any action, inaction or omission
          prior to Closing including, but not limited to, any


                                      -35-

<PAGE>

          diminution in the value of the assets of any of the Vendor Controlled
          Companies and any payment made or required to be made by the Vendor
          Controlled Companies and any costs and expenses incurred as a result
          of such breach provided that the indemnity contained in this Clause
          12.1 shall be without prejudice to any other rights and remedies
          available to the Investors

     provided that the Vendor shall have no liability to indemnify the Investors
     for any losses arising directly as a result of (i) any competent
     governmental authority in the PRC shall have issued any order, decree or
     ruling or takes any other action restraining, enjoining or otherwise
     prohibiting the transactions contemplated by this Agreement or the proposed
     business and operation of the Group or the Group Structure Agreements; or
     (ii) such indemnity arises from the actions or inactions of the Investor or
     Persons under the Control of the Investors.

12.2 Indemnity of the Vendor. The Investors will indemnify and will keep
     indemnified and save harmless the Vendor from and against:

     (a)  any and all losses, claims, damages (including lost profits,
          consequential damages, interest, penalties, fines and monetary
          sanctions) liabilities and costs incurred or suffered by the Vendor by
          reason of, resulting from, in connection with, or arising in any
          manner whatsoever out of the breach of any warranty, representation or
          covenant or the inaccuracy of any representation in respect of the
          Investor Controlled Companies in connection therewith provided that
          the indemnity contained in this Clause 12.2 shall be without prejudice
          to any other rights and remedies available to the Vendor; or

     (b)  The nonfulfillment or breach of any covenant, undertaking, agreement
          or other obligation of any Investor Controlled Company and the
          Nominees to any of the Group Structure Agreements

     provided that the Investors shall have no liability to indemnify the Vendor
     for any losses arising directly as a result of (i) any competent
     governmental authority in the PRC shall have issued any order, decree or
     ruling or takes any other action restraining, enjoining or otherwise
     prohibiting the transactions contemplated by this Agreement or the proposed
     business and operation of the Group or the Group Structure Agreements; or
     (ii) such indemnity arises from the actions or inactions of the Vendor or
     Persons under the Control of the Vendor.

12.3 Costs. For the purposes of this Clause 12, "costs" includes lawyers' (on a
     solicitor and his own client's basis) and accountants' fees and expenses,
     court costs and all other out-of-pocket expenses.

12.4 Survival of Indemnification. The representations and warranties of the
     parties to this Agreement and the rights to indemnification under this
     Agreement with respect thereto will survive Closing.

12.5 Third Party Claims. A party entitled to indemnification hereunder (an
     "INDEMNIFIED PARTY") shall notify promptly the indemnifying party (the
     "INDEMNIFYING PARTY") in writing of the commencement of any action or
     proceeding with respect to which a


                                      -36-

<PAGE>

     claim for indemnification may be made pursuant to this Agreement. In case
     any claim, action or proceeding is brought against an Indemnified Party and
     the Indemnified Party notifies the Indemnifying Party in writing of the
     commencement thereof, the Indemnifying Party shall be entitled to
     participate therein and to assume the defense thereof, to the extent that
     it chooses, with counsel reasonably satisfactory to such Indemnified Party,
     and after notice from the Indemnifying Party to such Indemnified Party that
     it so chooses, the Indemnifying Party shall not be liable to such
     Indemnified Party for any legal or other expenses subsequently incurred by
     such Indemnified Party in connection with the defense thereof other than
     reasonable costs of investigation; provided, however, that (i) if the
     Indemnifying Party fails to take reasonable steps necessary to defend
     diligently the action or proceeding within twenty (20) calendar days after
     receiving notice from such Indemnified Party that the Indemnified Party
     reasonably believes it has failed to do so; or (ii) if such Indemnified
     Party who is a defendant in any claim or proceeding which is also brought
     against the Indemnifying Party reasonably shall have concluded that there
     may be one or more legal defenses available to such Indemnified Party which
     are not available to the Indemnifying Party; or (iii) if representation of
     both parties by the same counsel is otherwise inappropriate under
     applicable standards of professional conduct, then, in any such case, the
     Indemnified Party shall have the right to assume or continue its own
     defense as set forth above (but with no more than one firm of counsel for
     all Indemnified Parties in each jurisdiction), and the Indemnifying Party
     shall be liable for any expenses therefor.

12.6 Settlement of Claims. No Indemnifying Party shall, without the written
     consent of the Indemnified Party, effect the settlement or compromise of,
     or consent to the entry of any judgment with respect to, any pending or
     threatened action or claim in respect of which indemnification may be
     sought hereunder (whether or not the Indemnified Party is an actual or
     potential party to such action or claim) unless such settlement, compromise
     or judgment (i) includes an unconditional release of the Indemnified Party
     from all liability arising out of such action or claim, (ii) does not
     include a statement as to or an admission of fault, culpability or a
     failure to act, by or on behalf of any Indemnified Party and (iii) does not
     include any injunctive or other non-monetary relief.

13.  TERMINATION

13.1 Termination. This Agreement may be terminated at any time prior to Closing:

     (a)  by any of the Investors if, between the date hereof and Closing: (i)
          there is a Material Adverse Change caused by the Vendor's breach of
          any provision of this Agreement or the Related Agreements, (ii) any
          representations and warranties made by the Vendor as contained in this
          Agreement shall not have been materially true and correct when made,
          (iii) the Vendor shall not have complied in all material respects with
          the covenants or agreements contained in this Agreement to be complied
          with by it or (iv) SCM or any Vendor Controlled Company who is a party
          to any of the Group Structure Agreements makes a general assignment
          for the benefit of creditors, or any proceeding shall be instituted by
          or against SCM or any Vendor Controlled Company seeking to adjudicate
          it bankrupt or insolvent, or seeking liquidation, winding up or
          reorganization, arrangement, adjustment, protection, relief or


                                      -37-

<PAGE>

          composition of its debts under any law related to bankruptcy,
          insolvency or reorganization;

     (b)  by the Vendor if, between the date hereof and Closing: (i) any
          representations and warranties made by the Investors contained in this
          Agreement shall not have been materially true and correct when made,
          (ii) the Investors shall not have complied in all material respects
          with the covenants or agreements contained in this Agreement to be
          complied with by it or (iii) the Investors, the Investor Controlled
          Companies or the Nominees make a general assignment for the benefit of
          creditors, or any proceeding shall be instituted by or against the
          Investors, the Investor Controlled Companies or the Nominees in
          question seeking to adjudicate the Investors, the Investor Controlled
          Companies or the Nominees in question bankrupt or insolvent, or
          seeking liquidation, winding up or reorganization, arrangement,
          adjustment, protection, relief or composition of its debts under any
          law related to bankruptcy, insolvency or reorganization;

     (c)  by the Investors or the Vendor in the event that any competent
          governmental authority in the PRC shall have issued an order, decree
          or ruling or taken any other action restraining, enjoining or
          otherwise prohibiting the transactions contemplated by this Agreement
          or the proposed business and operation of the Group or the Group
          Structure Agreements; or

     (d)  by the mutual written consent of the Investors and the Vendor.

13.2 Effect of Termination. In the event of termination of this Agreement as
     provided in Clause 13.1 this Agreement shall forthwith become void provided
     that nothing herein shall relieve any party hereto from liability for any
     breach of this Agreement.

14.  CONFIDENTIALITY AND NON-DISCLOSURE

14.1 Non-Disclosure of Terms. The terms and conditions of this Agreement and the
     Related Agreements, including their existence, shall be considered
     confidential information and shall not be disclosed by any party hereto to
     any third party except in accordance with the provisions set forth below;
     provided that such confidential information shall not include any
     information that is in the public domain other than by the breach of the
     confidentiality obligations hereunder.

14.2 Press Releases, Etc. Any press release issued by any party hereto or any
     member of the Group in relation to this Agreement shall be approved in
     advance in writing by the each Party to this Agreement, whose consent shall
     not be unreasonably withheld. No other announcement regarding any of the
     terms set out in this Agreement or the Related Agreements in a press
     release, conference, advertisement, announcement, professional or trade
     publication, mass marketing materials or otherwise to the general public
     may be made without the prior written consent of each Party to this
     Agreement, whose consent shall not be unreasonably withheld.


                                      -38-

<PAGE>

14.3 Permitted Disclosures. Notwithstanding the foregoing, any party may
     disclose any of the terms set out this Agreement and the Related Agreements
     to its current or bona fide, employees, bankers, lenders, partners,
     accountants and attorneys and other professional advisers, in each case
     only where such persons or entities are under appropriate non-disclosure
     obligations.

14.4 Legally Compelled Disclosure. In the event that any party is requested or
     becomes legally compelled (including without limitation, pursuant to
     securities laws and regulations) to disclose the existence or terms of this
     Agreement or the Related Agreements in contravention of the provisions of
     this Clause 14., such party (the "DISCLOSING PARTY") shall provide the
     other parties (the "NON-DISCLOSING PARTIES") with prompt written notice of
     that fact and use all reasonable efforts to seek (with the cooperation and
     reasonable efforts of the other parties) a protective order, confidential
     treatment or other appropriate remedy. In such event, the Disclosing Party
     shall furnish only that portion of the information which is legally
     required and shall exercise reasonable efforts to keep confidential such
     information to the extent reasonably requested by any Non-Disclosing Party.
     If disclosure is required then to the extent that disclosure of the Related
     Agreements complies such disclosure requirement then this Agreement shall
     remain confidential.

14.5 Other Information. The provisions of this Clause 14. shall be in addition
     to, and not in substitution for, the provisions of any separate
     nondisclosure agreement executed by any of the parties hereto with respect
     to the transactions contemplated hereby.

15.  MISCELLANEOUS

15.1 Survival of Warranties. The representations, warranties and covenants
     contained in or made pursuant to this Agreement shall survive the execution
     and delivery of this Agreement and Closing and shall in no way be affected
     by any investigation of the subject matter thereof made by or on behalf of
     the Investors.

15.2 Successors and Assigns. Except as otherwise provided herein, the terms and
     conditions of this Agreement shall inure to the benefit of and be binding
     upon the respective successors and assigns of the parties. Nothing in this
     Agreement, express or implied, is intended to confer upon any party other
     than the parties hereto or their respective successors and assigns any
     rights, remedies, obligations, or liabilities under or by reason of this
     Agreement, except as expressly provided in this Agreement.

15.3 Governing Law and Jurisdiction. This Agreement shall be governed by and
     construed in accordance with the laws of Hong Kong.

15.4 Arbitration. Any dispute, controversy or claim arising out of or relating
     to this Agreement or the Related Agreements, or the breach, termination or
     invalidity thereof, shall be settled shall be settled as follows:

     (a)  For disputes involving only PRC domestic companies, in accordance with
          the China International Economic and Trade Arbitration Committee,
          Shanghai Commission.


                                      -39-

<PAGE>

     (b)  For disputes involving a party other than a Person incorporated or
          resident in the PRC the parties will negotiate in good faith a
          resolution to the dispute, provided that if no agreement is reached
          then the parties agree that such disputes shall be settled in
          accordance with the UNICITRAL Arbitration Rules in Hong Kong as
          present in force in the manner set out in the following:

          (i)  The procedures of this Clause 14.4(b) may be initiated by a
               written notice (a "DISPUTE NOTICE") given by one party (a
               "CLAIMANT") to the other, but not before thirty (30) days have
               passed during which the parties have been unable to reach a
               resolution. The Dispute Notice shall be accompanied by (i) a
               statement of the Claimant describing the dispute in reasonable
               detail and (ii) documentation, if any, supporting the Claimant's
               position on the dispute. Within twenty (20) days after the other
               party's (the "RESPONDENT") receipt of the Dispute Notice and
               accompanying materials, the dispute shall be resolved by binding
               arbitration in Hong Kong under the UNCITRAL Arbitration Rules.
               All arbitration procedures pursuant to this paragraph (a) shall
               be confidential and treated as compromise and settlement
               negotiations and shall not be admissible in any arbitration or
               other proceeding.

          (ii) The parties shall agree on a single arbitrator to resolve the
               dispute. If the Parties fail to agree on the designation of an
               arbitrator within a twenty (20)-day period the Hong Kong
               International Arbitration Centre shall be requested to designate
               the single arbitrator. If the arbitrator becomes disabled,
               resigns or is otherwise unable to discharge the arbitrator's
               duties, the arbitrator's successor shall be appointed in the same
               manner as the arbitrator was appointed.

          (iii) Any award arising out of arbitration (i) shall be binding and
               conclusive upon the parties; (ii) shall be limited to a holding
               for or against a party, and affording such monetary remedy as is
               deemed equitable, just and within the scope of this Agreement;
               (iii) may not include special, indirect, incidental,
               consequential, special, punitive or exemplary damages or
               diminution in value; (iv) may in appropriate circumstances
               include injunctive relief; and (v) may be entered in a court.

          (iv) Arbitration shall not be deemed a waiver of any right of
               termination under this Agreement, and the arbitrator is not
               empowered to act or make any award other than based solely on the
               rights and obligations of the parties prior to termination in
               accordance with this Agreement.

          (v)  The arbitrator may not limit, expand or otherwise modify the
               terms of this Agreement.

     (c)  Each party shall bear its own expenses incurred in any arbitration or
          litigation, but any expenses related to the compensation and the costs
          of the arbitrator shall be borne equally by the parties to the
          dispute.


                                      -40-

<PAGE>

     (d)  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 attorney's 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 in connection therewith.

15.5 Counterparts. This Agreement may be executed in two or more counterparts,
     each of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument.

15.6 Titles and Subtitles. The titles and subtitles used in this Agreement are
     used for convenience only and are not to be considered in construing or
     interpreting this Agreement.

15.7 Notices. Unless otherwise provided, any notice required or permitted under
     this Agreement shall be given in writing and shall be deemed effectively
     given upon personal delivery to the party to be notified or upon postal
     service delivery, by registered or certified mail, postage prepaid and
     addressed to the party to be notified at the address indicated for such
     party on the signature page hereof or by facsimile at the facsimile number
     set out on the signature page hereof, or at such other address or facsimile
     number as such party may designate by ten (10) days' advance written notice
     to the other parties.

15.8 Expenses. Each of the parties hereto shall be responsible for its own costs
     and expenses incurred in the preparation, negotiation and execution of this
     Agreement.

15.9 Severability. If one or more provisions of this Agreement are held to be
     unenforceable under applicable law, such provision shall be excluded from
     this Agreement and the balance of the Agreement shall be interpreted as if
     such provision was so excluded and shall be enforceable in accordance with
     its terms.

15.10 Language. This Agreement shall be executed in both the English and Chinese
     languages and in the event of any discrepancy between the two versions the
     parties hereto shall negotiate in good faith to resolve the discrepancy
     provided that if such good faith negations do not resolve in a resolution
     then the English version of this Agreement shall prevail.

                           - EXECUTION PAGE FOLLOWS -


                                      -41-

<PAGE>

                                    EXECUTION

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

THE INVESTOR

For and on behalf of XINHUA FINANCE MEDIA LIMITED


By: /s/ Fredy Bush
    ---------------------------------
Name: Fredy Bush
Title: Director

Address of the Investor:

Century Yard, Cricket Square, Hutchins Drive, PO Box 2681
GT, George Town, Grand Cayman, British West Indies

Telephone: __________________________

Facsimile: __________________________


                                      -42-

<PAGE>

THE INVESTOR

For and on behalf of SINO INVESTMENT HOLDINGS LIMITED


By: /s/ Shelley Sean Singhal
    ---------------------------------
Name: Shelley Sean Singhal
Title: Authorized signatory

Address of the Investor:
Charlotte House, Charlotte Street, PO Box N-341, Nassau,
Bahamas.

Telephone: __________________________

Facsimile: __________________________


                                      -43-

<PAGE>

THE VENDOR

For and on behalf of SUNGOLDEN LIMITED


By: /s/ Zhang Guan Ming
    ---------------------------------
Name: Zhang Guan Ming
Title: Director

Address of the Vendor:
Room 2204A, Bank of America Tower, 12 Harcourt Road,
Central, Hong Kong

Telephone: __________________________

Facsimile: __________________________


                                      -44-

<PAGE>

                                   SCHEDULE A

                             DETAILS OF SALE SHARES



                                                            NET AMOUNT            NET AMOUNT
                                    DIRECT/    NO. OF     PAYABLE ON THE        PAYABLE ON THE
NAME OF INVESTOR                    INDIRECT   SHARES   FIRST PAYMENT DATE   SECOND PAYMENT DATE
----------------                    --------   ------   ------------------   -------------------
                                                                 
Xinhua Finance Media Limited        Direct        70       US$2,500,000          US$2,500,000

Xinhua Finance Media Limited        Direct        25         US$892,857            US$892,857

Sino Investments Holdings Limited   Direct        25       US$1,607,143          US$1,607,143

Sino Investments Holdings Limited   Through       60       US$2,142,857          US$2,142,857
                                    Quality
                                    Idea

Sino Investments Holdings Limited   Through       80       US$2,857,143          US$2,857,143
                                    Fine
                                    Power
                                                 ---      -------------         -------------
TOTAL:                                           280      US$10,000,000         US$10,000,000
                                                 ===      =============         =============



                                      -45-

<PAGE>

                                   SCHEDULE B

                           GROUP STRUCTURE AGREEMENTS

1.   Consulting agreement entered into between WFOE and SCM

2.   Advertising services agreement between PRC Company and SCM

3.   Call-option agreement between WGQ and WFOE

4.   Loan agreement among PRC Company, WGQ and the relevant bank with respect of
     a loan


                                      -46-

<PAGE>

                                   SCHEDULE C

                 CORPORATE DETAILS OF THE GROUP PRIOR TO CLOSING

OFFSHORE GROUP


                               
NAME                              UPPER STEP HOLDINGS LIMITED

DATE AND PLACE OF INCORPORATION   28 September 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    500 ordinary shares

                                                                     NUMBER OF
SHAREHOLDER                       NAME                           ORDINARY SHARES
                                  ----                           ---------------
                                  Fine Power Limited                    80
                                  Honour Rise Services Limited         290
                                  Quality Idea Limited                  60
                                  Tai Mou Services Limited              70
                                                                       ---
                                  TOTAL:                               500
                                                                       ===

DIRECTOR                          Clifford Ng

COMPANY SECRETARY                 King Secretaries Limited



                               
NAME                              CHINA LEAD PROFITS LIMITED

DATE AND PLACE OF INCORPORATION   1 September 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    1 ordinary share
                                                                     NUMBER OF
SHAREHOLDER                       NAME                           ORDINARY SHARES
                                  ----                           ---------------
                                  Upper Step Holdings Limited           1

DIRECTOR                          Clifford Ng



                                      -47-

<PAGE>


                               
NAME                              FINE POWER LIMITED

DATE AND PLACE OF INCORPORATION   5 December 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    80 ordinary shares
                                                                     NUMBER OF
SHAREHOLDER                       NAME                           ORDINARY SHARES
                                  ----                           ---------------
                                  Tai Mou Services Limited              80

DIRECTOR                          Zhang Guan Ming



                               
NAME                              HING YEE SERVICE LIMITED

DATE AND PLACE OF INCORPORATION   9 September 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    65 ordinary shares

                                                                     NUMBER OF
SHAREHOLDER                       NAME                           ORDINARY SHARES
                                  ----                           ---------------
                                  Sungolden Limited                    65

DIRECTOR                          Zhang Guan Ming



                               
NAME                              HONOUR RISE SERVICES LIMITED

DATE AND PLACE OF INCORPORATION   25 November 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    280 ordinary shares

                                                                    NUMBER OF
SHAREHOLDER                       NAME                           ORDINARY SHARES
                                  ----                           ---------------
                                  Sungolden Limited                    280

DIRECTOR                          Zhang Guan Ming



                                      -48-

<PAGE>


                               
NAME                              QUALITY IDEA LIMITED

DATE AND PLACE OF INCORPORATION   9 September 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    60 ordinary shares

                                                                     NUMBER OF
SHAREHOLDER                       NAME                           ORDINARY SHARES
                                  ----                           ---------------
                                  Hing Yee Service Limited             60

DIRECTOR                          Zhang Guan Ming



                               
NAME                              TAI MOU SERVICES LIMITED

DATE AND PLACE OF INCORPORATION   9 September 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    150 ordinary shares

                                                                     NUMBER OF
SHAREHOLDER                       NAME                           ORDINARY SHARES
                                  ----                           ---------------
                                  Sungolden Limited                   150

DIRECTOR                          Zhang Guan Ming


ONSHORE GROUP


                               
NAME                              JIA LUO BUSINESS CONSULTING (SHANGHAI) CO.,
                                  LTD. (WFOE)

DATE AND PLACE OF INCORPORATION   28 February 2006, PRC

REGISTERED ADDRESS                Room 240, No. 227 Long, Ru Shan Lu, Pudong New
                                  District, Shanghai, PRC

REGISTERED CAPITAL                US$3,200,000



                                      -49-

<PAGE>


                               
SHAREHOLDER                       NAME                           SHAREHOLDING
                                  ----                           ------------
                                  China Lead Profits Limited         100%

LEGAL REPRESENTATIVE              Graham Anton Earnshaw



                               
NAME                              SHANGHAI YUANZHI ADVERTISING CO., LTD.
                                  (To be established)

DATE AND PLACE OF INCORPORATION   PRC

REGISTERED CAPITAL                RMB100,000

SHAREHOLDER                       NAME                           SHAREHOLDING
                                  ----                           ------------
                                  Li Guang Jie                        49%

                                  Wan Jun                             51%

LEGAL REPRESENTATIVE              Wan Jun

DIRECTORS                         (1)  Li Guang Jie
                                  (2)  Wan Jun



                               
NAME                              SHANGHAI CAMERA MEDIA INVESTMENT CO., LTD.

DATE AND PLACE OF INCORPORATION   21 February 2003, PRC

REGISTERED ADDRESS                3B10, 168 Tianshan Road, Changning District,
                                  Shanghai, PRC

REGISTERED CAPITAL                RMB60,000,000

SHAREHOLDER                       NAME                           SHAREHOLDING
                                  ----                           ------------
                                  WGQ                                 90%

                                  WGQ Group                           10%

LEGAL REPRESENTATIVE              Zhang Guan Ming

BUSINESS SCOPE                    Real Equity Investment (unless otherwise
                                  specified ), enterprise investment consulting,
                                  enterprise investment management, enterprise
                                  image building, computer design and
                                  production(except for advertisement),
                                  multi-media production, conference service,
                                  exhibition services, design, distribution and
                                  agency of advertisements, TV program
                                  production and distribution (operate by permit
                                  where administrative order is required)



                                      -50-

<PAGE>

List of companies in which SCM holds equity interest


                               
                                          SCM
NAME                                  SHAREHOLDING             REMARKS
----                                  ------------             -------
Shanghai Zhisheng Enterprise               80%
Planning Co., Ltd.

Beijing Camera Zhisheng Advertising       100%       Ju Peili and Xia Huai hold
Co., Ltd.                                            a total of 20% of the
                                                     equity interest on behalf
                                                     of SCM

Shanghai Mongshi Culture Media             51%
Co., Ltd.

Hunan Xiaoying Camera Investment           85%
Co., Ltd.



                                      -51-

<PAGE>

                CORPORATE DETAILS OF THE GROUP FOLLOWING CLOSING

OFFSHORE GROUP


                               
NAME                              UPPER STEP HOLDINGS LIMITED

DATE AND PLACE OF INCORPORATION   28 September 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    500 ordinary shares

                                                                     NUMBER OF
                                                                      ORDINARY
SHAREHOLDER                       NAME                                 SHARES
                                  ----                               ---------
                                  Fine Power Limited                     80
                                  Honour Rise Services Limited          220
                                  Quality Idea Limited                   60
                                  Sino Investment Holdings Limited      185
                                  Xinhua Finance Media Limited           95
                                                                        ---
                                  TOTAL:                                500
                                                                        ===

DIRECTORS                         Fredy Bush
                                  Dennis Pelino
                                  Shelly Singhal

COMPANY SECRETARY                 King Secretaries Limited



                               
NAME                              CHINA LEAD PROFITS LIMITED

DATE AND PLACE OF INCORPORATION   1 September 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    1 ordinary share



                               
                                                                     NUMBER OF
SHAREHOLDER                       NAME                           ORDINARY SHARES
                                  ----                           ---------------
                                  Upper Step Holdings Limited           1

DIRECTOR                          Shelly Singhal



                                      -52-

<PAGE>


                               
NAME                              FINE POWER LIMITED

DATE AND PLACE OF INCORPORATION   5 December 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    80 ordinary shares

                                                                       NUMBER OF
                                                                        ORDINARY
SHAREHOLDER                       NAME                                   SHARES
                                  ----                                 ---------
                                  Sino Investment Holdings Limited         80

DIRECTOR                          Shelly Singhal



                               
NAME                              HING YEE SERVICE LIMITED

DATE AND PLACE OF INCORPORATION   9 September 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    65 ordinary shares

                                                                    NUMBER OF
SHAREHOLDER                       NAME                           ORDINARY SHARES
                                  ----                           ---------------
                                  Sungolden Limited                     65

DIRECTOR                          Zhang Guan Ming



                               
NAME                              HONOUR RISE SERVICES LIMITED

DATE AND PLACE OF INCORPORATION   25 November 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    280 ordinary shares

                                                                    NUMBER OF
SHAREHOLDER                       NAME                           ORDINARY SHARES
                                  ----                           ---------------
                                  Sungolden Limited                    280

DIRECTOR                          Zhang Guan Ming



                                      -53-

<PAGE>


                               
NAME                              QUALITY IDEA LIMITED

DATE AND PLACE OF INCORPORATION   9 September 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    60 ordinary shares

                                                                       NUMBER OF
                                                                        ORDINARY
SHAREHOLDER                       NAME                                   SHARES
                                  ----                                 ---------

                                  Sino Investment Holdings Limited         60

DIRECTOR                          Shelly Singhal



                               
NAME                              TAI MOU SERVICES LIMITED

DATE AND PLACE OF INCORPORATION   9 September 2005, British Virgin Islands

REGISTERED ADDRESS                P.O. Box 957, Offshore Incorporations Centre,
                                  Road Twon, Tortola, British Virgin Islands

AUTHORISED CAPITAL                US$50,000 divided into 50,000 shares of par
                                  value US$1.00

ISSUED CAPITAL                    150 ordinary shares

                                                                    NUMBER OF
SHAREHOLDER                       NAME                           ORDINARY SHARES
                                  ----                           ---------------
                                  Sungolden Limited                    150

DIRECTOR                          Zhang Guan Ming


ONSHORE GROUP


                               
NAME                              JIA LUO BUISNESS CONSULTING (SHANGHAI) CO.,
                                  LTD. (WFOE)

DATE AND PLACE OF INCORPORATION   28 February 2006, PRC

REGISTERED ADDRESS                Room 240, No. 227 Long, Ru Shan Lu, Pudong New
                                  District, Shanghai, PRC



                                      -54-

<PAGE>


                               
REGISTERED CAPITAL                US$3,200,000

SHAREHOLDER                       NAME                           SHAREHOLDING
                                  ----                           ------------
                                  China Lead Profits Limited         100%

LEGAL REPRESENTATIVE              Graham Anton Earnshaw



                               
NAME                              SHANGHAI YUANZHI ADVERTISING CO., LTD.
                                  (To be established)

DATE AND PLACE OF INCORPORATION   PRC

REGISTERED CAPITAL                RMB100,000

SHAREHOLDER                       NAME                           SHAREHOLDING
                                  ----                           ------------
                                  Li Guang Jie                         49%
                                  Wan Jun                              51%

LEGAL REPRESENTATIVE              Wan Jun

DIRECTORS                         (1)   Li Guang Jie
                                  (2)   Wan Jun



                               
NAME                              SHANGHAI CAMERA MEDIA INVESTMENT CO., LTD.

DATE AND PLACE OF INCORPORATION   21 February 2003, PRC

REGISTERED ADDRESS                3B10, 168 Tianshan Road, Changning District,
                                  Shanghai, PRC

REGISTERED CAPITAL                RMB60,000,000

SHAREHOLDER                       NAME                           SHAREHOLDING
                                  ----                           ------------
                                  WGQ                                  90%
                                  WGQ Group                            10%

LEGAL REPRESENTATIVE              Zhang Guan Ming

BUSINESS SCOPE                    Real Equity Investment (unless otherwise
                                  specified), enterprise investment consulting,
                                  enterprise investment management, enterprise
                                  image building, computer design and
                                  production(except for advertisement),
                                  multi-media production, conference service,
                                  exhibition services, design, distribution and
                                  agency of advertisements, TV program
                                  production and distribution (operate by permit
                                  where administrative order is required)



                                      -55-

<PAGE>

                                   SCHEDULE E

                            SCM INTELLECTUAL PROPERTY

1.   Copyright with respect of television series "Qi Wu Shi"

2.   Copyright with respect of television series "Chuan Yue Ji Qing"

3.   Copyright with respect of television series "Zhang Da Cheng Ren"

4.   Copyright with respect of television series "Hong Se Tian Wang"

5.   Copyright with respect of the movie "Jiu Ming"


                                      -56-

<PAGE>

                                   SCHEDULE F

                                   SCM LEASES

[List of Leases of SCM]


                                      -57-

<PAGE>

                                   SCHEDULE G

                             SCM MATERIAL CONTRACTS

[List of Material Contracts of SCM]


                                      -58-

<PAGE>

                                   SCHEDULE H

                               IMTV LANDING RIGHTS

                        [List of Landing Rights of IMTV]


                                      -59-

<PAGE>

                                   SCHEDULE I

                               INSURANCE AND BANK

[List of insurance and bank accounts of SCM and SCM Beijing Branch]


                                      -60-

<PAGE>

                                   SCHEDULE J

Please refer to exhibit 10.14 for the executed version of the agreement.


                                      -61-

<PAGE>

                                   SCHEDULE K

                          FORM OF CONSULTING AGREEMENT

    Please refer to exhibit 10.12 for the executed version of the agreement.


                                      -62-

<PAGE>

                                   SCHEDULE L

                        PRC COMPANY CONTROLLED DOCUMENTS

NOMINEE 1

1.   Secured Promissory Note issued by Nominee 1 in favour of WFOE

2.   Equity Pledge Agreement amongst Nominee 1, WFOE and PRC Company
     representing pledge of 49% of equity interest in PRC Company by Nominee 1
     in favour of WFOE

3.   Exclusive Equity Purchase Option Agreement between Nominee 1 and WFOE

4.   Equity transfer agreement signed in blank by Nominee 1

5.   Authorisation letter signed in blank by Nominee 1

6.   Subrogation Agreement amongst Nominee 1, WFOE and PRC Company

7.   Authorisation letter signed in blank by Nominee 1 approving appointment of
     attorney

8.   Waiver to be signed in blank by Nominee 1 for right of first refusal for
     Nominee 2's equity interest in PRC Company

9.   Letter of resignation to be signed in blank by Nominee 1 for acting as
     director of PRC Company

10.  Letter of resignation to be signed in blank by Nominee 1 for acting as
     legal representative of PRC Company

11.  Shareholders' resolution to be signed in blank approving resignation of
     Nominee 1 as director

12.  Shareholders' resolution to be signed in blank approving resignation of
     Nominee 1 as legal representative

NOMINEE 2

1.   Secured Promissory Note issued by Nominee 2 in favour of WFOE for loan of
     RMB49,000

2.   Equity Pledge Agreement amongst Nominee 2, WFOE and PRC Company
     representing pledge of 51% of equity interest in PRC Company by Nominee 2
     in favour of WFOE

3.   Exclusive Equity Purchase Option Agreement between Nominee 2 and WFOE

4.   Equity transfer agreement signed in blank by Nominee 2

5.   Authorisation letter signed in blank by Nominee 2

6.   Subrogation Agreement amongst Nominee 2, WFOE and PRC Company

7.   Authorisation letter signed in blank by Nominee 2 approving appointment of
     attorney


                                      -63-

<PAGE>

8.   Waiver to be signed in blank by Nominee 2 for right of first refusal for
     Nominee 1's equity interest in PRC Company

9.   Letter of resignation to be signed in blank by Nominee 2 for acting as
     director of PRC Company

10.  Shareholders' resolution to be signed in blank approving resignation of
     Nominee 2 as director

PRC COMPANY AND WFOE

1.   Consulting agreement between PRC Company and WFOE


                                      -64-

Source: OneCLE Business Contracts.