EXECUTION COPY

                          XINHUA FINANCE MEDIA LIMITED
                              [Chinese Characters]
                                 (the Purchaser)

                                       AND

                           CHEUNG WAH KEUNG AND OTHERS
                                  (the Vendors)

                                   ----------

                            SHARE PURCHASE AGREEMENT
                     IN RESPECT OF SHARES IN THE CAPITAL OF
                             ECONWORLD MEDIA LIMITED

                                   ----------

                                   8 JUNE 2006

                                    Hong Kong

<PAGE>

THIS SALE AND PURCHASE AGREEMENT (this "AGREEMENT") is made on the 8th day of
June 2006.

BETWEEN

1.   XINHUA FINANCE MEDIA LIMITED [Chinese Characters], 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
     (the "PURCHASER");

2.   The persons or corporations whose names are set out in Schedule I (each a
     "VENDOR" and together the "VENDORS").

WHEREAS

A.   The Vendors hold 65,000 shares of EconWorld Media Limited (the "COMPANY"),
     which represents approximately 18.57% of the issued and outstanding share
     capital of the Company, a company incorporated in Hong Kong with a
     registration number of 696257 and a registered address of Room 203A, 2/F.,
     Stanhope House, 734-738 King's Road, Hong Kong. Further corporate
     particulars of the Company are set out in Schedule II.

B.   By a subscription agreement dated 26 May 2005 and a supplemental deed dated
     2 November 2005 entered into between Xinhua Finance Limited ("XFL") and the
     Vendors, the Vendors have the put option to sell the Sale Shares and XFL
     has the call option to purchase the Sale Shares in accordance with the
     terms of the subscription agreement and supplemental deed.

C.   On 12 January 2006, XFL transferred all its shares in the Company to the
     Purchaser.

D.   The Purchaser desires to purchase from the Vendors and the Vendors wish to
     sell to the Purchaser 42,000 shares of the Company (the "SALE SHARES"),
     representing 12% of the issued and outstanding share capital of the Company
     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 Purchaser and the Vendors do hereby agree as follows:

1.   DEFINITIONS

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

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

     "CLOSING" shall have the meaning provided in Clause 2.3;


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<PAGE>

     "CLOSING DATE" shall have the meaning provided in Clause 2.3;

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

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

     "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;

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

     "HONG KONG" means the Hong Kong Special Administrative Region of the
     People's Republic of China;

     "PURCHASE PRICE" means US$1,082,910;

     "SALE SHARES" has the meaning set out in Recital D; and

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

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.


                                       3

<PAGE>

2    SALE AND PURCHASE OF SALE SHARES

2.1  Sale. Subject to the terms and conditions set out in this Agreement, the
     Purchaser (relying on the representations, warranties, agreements,
     covenants, undertakings and indemnities hereinafter referred to) agrees
     with the Vendors to purchase at Closing, and the Vendors agree to sell and
     cause to be sold to the Purchaser at Closing, all rights, title and
     interests in the Sale Shares free from all Encumbrances 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.

2.2  Purchase Price. The aggregate purchase price for the interests in the Sale
     Shares shall be US$1,082,910 (the "PURCHASE PRICE").

2.3  Closing. The purchase and sale of the Sale Shares (the "CLOSING") shall
     take place at the offices of Suite 2003-5, Vicwood Plaza, 199 Des Voeux
     Road Central, Hong Kong on 8 June 2006 or at such other time and place as
     the Purchaser and the Vendors agree in writing. The date and time of the
     Closing are herein referred to as the "CLOSING DATE".

2.4  The Vendors' Closing Obligations. Upon Closing the Vendors shall deliver to
     the Purchaser:

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

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

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

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

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

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

          (iii) such other papers and documents as the Purchaser may reasonably
               require.


                                       4

<PAGE>

2.5  The Purchaser's Closing Obligations. Against performance of the the matters
     set out in Clause 2.4, the Purchaser shall pay to the Vendors the Purchase
     Price.

2.6  Further Covenants. The Vendors hereby irrevocably undertake to the
     Purhcaser to procure at its own expense the due execution of all such
     further documents as are necessary to vest in the Purchaser all such
     property and rights as are intended to be vested in them by or pursuant to
     this Agreement.

3.   REPRESENTATIONS, WARRANTIES AND COVENANTS

     The Vendors represent and warrant to the Purchaser that the following
     statements are true and correct as of the date of this Agreement:

3.1  The Company. In respect of the Company:

     (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. The
          articles of incorporation, bylaws, registers and/or other
          organizational documents ("CHARTER DOCUMENTS") of the Company, in each
          case, as amended to the date hereof are complete and correct copies.

     (b)  Corporate Records. Its minute books and corporate records 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.

     (c)  Capital Structure.

          (i)  Immediately following Closing its issued share capital will be as
               set out in Schedule III.

          (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)  Authority. The execution, delivery, and performance of this Agreement
          has been duly authorized by all necessary action of its board.
          Certified copies of the resolutions adopted by its board approving
          this Agreement and transactions contemplated hereby have been provided
          to the Purchaser.

     (e)  Execution. It has duly and validly executed and delivered this
          Agreement


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<PAGE>

          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.

     (f)  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.

     (g)  Corporate Governance. Neither the execution and delivery of this
          Agreement nor the performance by it of its obligations under this
          Agreement 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.

     (h)  No Litigation. The Company is not involved in any litigation whether
          as plaintiff or defendant.

     (i)  Ownership of Shares. Each Vendor has good and valid title to the Sale
          Shares set forth opposite his or its name on Schedule I, free and
          clear of any lien, charge, encumbrance, security interest, voting
          agreement, voting trust, voting or transfer restriction, right of
          first refusal, proxy, claim or right of others of whatever nature (a
          "LIEN"), and at closing of any sale of such Sale Shares by a Vendor,
          such Vendor will deliver to the Purchaser good and valid title to all
          of the Sale Shares beneficially owned by such Vendor as set forth on
          Schedule I hereto, free and clear of any Liens. No person or entity
          other than such Vendor has any power or right, whether or not shared
          with any other person or entity, to dispose of or direct the
          disposition of any of the Sale Shares or to vote or direct the voting
          of any of the Sale Shares held by such Vendor as set forth on Schedule
          I hereto.

3.2  General

     (a)  Full Disclosure. (i) The Vendors are not aware of any facts which
          could materially adversely affect the Company or which are likely in
          the future to materially adversely affect the Company and which have
          not been disclosed by or on behalf of the Company in connection with
          or pursuant to this Agreement. (ii) No representation or warranty in
          this Agreement, nor any statement or certificate furnished or to be
          furnished to the Purchaser pursuant


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<PAGE>

          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.

     (b)  Reliance. The foregoing representations and warranties are made by the
          Vendors with the knowledge and expectation that the Purchaser is
          placing reliance thereon.

4.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDORS

     The Vendors hereby represent, warrant and covenant on a joint and several
     basis to the Purchaser that each of the following statements is true:

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

4.2  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.

4.3  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.

4.4  Authority. The execution, delivery, and performance of this Agreement has
     been duly authorized by all necessary action of its board. Certified copies
     of the resolutions adopted by its board approving this Agreement and
     transactions contemplated hereby have been provided to the Purchaser.

4.5  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.

4.6  Corporate Governance. Neither the execution and delivery of this Agreement
     nor the performance by it of its obligations under this Agreement 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.

5.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE


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<PAGE>

     PURCHASER

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

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

5.2  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.

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

6.   CONFIDENTIALITY AND NON-DISCLOSURE

6.1  Non-Disclosure of Terms. The terms and conditions of this Agreement,
     including its 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.

6.2  Press Releases, Etc. Any press release issued by any party hereto shall be
     approved in advance in writing by the both parties hereto, whose consent
     shall not be unreasonably withheld. No other announcement regarding any of
     the terms set out in this Agreement 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 both parties hereto, whose consent shall not
     be unreasonably withheld.

6.3  Permitted Disclosures. Notwithstanding the foregoing, any party may
     disclose any of the terms set out this Agreement 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.

6.4  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 in contravention of the provisions of this Clause 6, 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


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<PAGE>

     confidential such information to the extent reasonably requested by any
     Non-Disclosing Party.

6.5  Other Information. The provisions of this Clause 6 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.

7.   MISCELLANEOUS

7.1  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 Purchaser.

7.2  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 (including
     transferees of any Company Shares sold hereunder). 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.

7.3  Governing Law and Jurisdiction. This Agreement shall be governed by and
     construed in accordance with the laws of Hong Kong. The parties hereto
     irrevocably agree to submit to the non-exclusive jurisdiction of the Hong
     Kong International Arbitration Centre according to UNCITAL Arbitration
     Rules in all matters arising in connection with this Agreement.

7.4  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.

7.5  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.

7.6  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.

7.7  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.


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<PAGE>

7.8  Stamp duty. Each party to this Agreement shall pay its own share of stamp
     duty in relation to the sale and purchase of the Sale Shares and the
     Vendors hereby authorise the Purchaser to deduct from the Purchase Price
     the Vendors' share of stamp duty.

7.9  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.

                            - EXECUTION PAGE FOLLOWS -


                                       10

<PAGE>

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

THE VENDOR

SIGNED by
CHEUNG WAH KEUNG [Chinese Characters]


/s/ CHEUNG WAH KEUNG
-------------------------------------


SIGNED by
LO LI CHUN [Chinese Characters]


/s/ LO LI CHUN
-------------------------------------


SIGNED by
LO SHUI LING RAYMOND [Chinese Characters]


/s/ LO SHUI LING RAYMOND
-------------------------------------


SIGNED by
QUACH FUNG VI [Chinese Characters]


/s/ QUACH FUNG VI
-------------------------------------


For and on behalf of
JUSTLY INVESTMENT INTERNATIONAL LIMITED
[Chinese Characters]


/s/
-------------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


                                       11

<PAGE>

THE PURCHASER

For and on behalf of XINHUA FINANCE
MEDIA LIMITED


By: /s/ John McLean
    ---------------------------------
Name: John McLean
Title: Authorized signatory


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<PAGE>

                                   SCHEDULE I

            LIST OF VENDORS, NUMBER OF SALE SHARES AND PURCHASE PRICE



                                                               TOTAL PURCHASE PRICE TO
NAME OF VENDOR                            NO. OF SALE SHARES    BE PAID TO EACH VENDOR
--------------                            ------------------   -----------------------
                                                         
CHEUNG WAH KEUNG                                10,000                USD257,836

LO LI CHUN                                      12,000                USD309,403

LO SHUI LING RAYMOND                             8,000                USD206,268

QUACH FUNG VI                                   10,000                USD257,836

JUSTLY INVESTMENT INTERNATIONAL LIMITED          2,000                 USD51,567



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<PAGE>

                                   SCHEDULE II

                    PARTICULARS OF THE COMPANY BEFORE CLOSING


                               
Name:                             EconWorld Media Limited [Chinese Characters]

Date and place of Incorporation   December 1, 1999, Hong Kong

Registered Address                Room 203A, 2/F., Stanhope House, 734-738
                                  King's Road, Hong Kong

Authorised share capital          HK$10,000 divided into 1,000,000 shares of
                                  HK$0.01 each

Issued share capital              HK$3,500 divided into 350,000 shares of
                                  HK$0.01 each

                                                                 No. of Ordinary
Shareholders                      Shareholder Name                    Shares
                                  ----------------               ---------------
                                  Gainful Concept Limited             30,000
                                  Cheers Perfect Limited              20,000
                                  Cheung Wah Keung                    10,000
                                  Lo Li Chun                          30,000
                                  Lo Shui Ling Raymond                10,000
                                  Justly Investment
                                     International Limited             5,000
                                  Quach Fung Vi                       10,000
                                  EconWorld Holdings Limited          15,000
                                  Best Gain Group Limited             10,000
                                  Xinhua Finance Media Limited       210,000
                                                                     -------
                                     TOTAL:                          350,000
                                                                     =======



                                       14

<PAGE>

                                  SCHEDULE III

              PARTICULARS OF THE COMPANY IMMEDIATELY AFTER CLOSING


                               
Name:                             EconWorld Media Limited [Chinese Characters]

Date and place of Incorporation   December 1, 1999, Hong Kong

Registered Address                Room 203A, 2/F., Stanhope House, 734-738
                                  King's Road, Hong Kong

Authorised share capital          HK$10,000 divided into 1,000,000 shares of
                                  HK$0.01 each

Issued share capital              HK$3,500 divided into 350,000 shares of
                                  HK$0.01 each

                                                                 No. of Ordinary
Shareholders                      Shareholder Name                    Shares
                                  ----------------               ---------------
                                  Gainful Concept Limited             30,000
                                  Cheers Perfect Limited              20,000
                                  Lo Li Chun                          18,000
                                  Lo Shui Ling Raymond                 2,000
                                  Justly Investment
                                     International Limited             3,000
                                  EconWorld Holdings Limited          15,000
                                  Best Gain Group Limited             10,000
                                  Xinhua Finance Media Limited       252,000
                                                                     -------
                                     TOTAL:                          350,000
                                                                     =======



                                       15

Source: OneCLE Business Contracts.