Common use of Purchase and Sale of the Notes and Warrants Clause in Contracts

Purchase and Sale of the Notes and Warrants. (a) Subject to the terms and conditions of this Agreement and the other Transaction Agreements, each undersigned Purchaser hereby agrees to purchase from the Company the amount of Shares set forth opposite such Purchaser’s name on Exhibit A attached hereto at a price of $.005 per Share with the multiplied total being the Purchase price (the “Purchase Price”). At the Closing, the Purchase Price shall be paid to the Company, by wire transfer to Company’s bank account. (b) The Company agrees to issue to each Purchaser a warrant in substantially the form attached hereto as Exhibit D (the “▇▇▇▇▇ Warrants”), to purchase up to a number of Common Shares equal to 100% of the number of Common Shares being purchased. (subject to adjustment pursuant to the terms of the ▇▇▇▇▇ Warrants), at a per share exercise price of $0.01 (subject to adjustment pursuant to the terms of the ▇▇▇▇▇ Warrants). The number of ▇▇▇▇▇ Warrants each Purchaser shall be issued at Closing pursuant to this Agreement and the ▇▇▇▇▇ Warrants is set forth such Purchaser’s name on Exhibit A hereto. The ▇▇▇▇▇ Warrants shall be exercisable for such period of time as set forth in the ▇▇▇▇▇ Warrants.

Purchase and Sale of the Notes and Warrants. (a) 1.1 Subject to the terms and conditions of this Agreement Agreement, as of the applicable Closing Date, each of the Investors shall severally, and not jointly, purchase, and the other Transaction AgreementsCompany shall sell and issue to such Investors, each undersigned Purchaser hereby agrees to purchase from (i) a Note in the Company the principal amount of Shares set forth opposite such PurchaserInvestor’s name on Exhibit A attached the signature pages affixed hereto, and (ii) a Warrant to purchase the number of ADSs set forth opposite such Investor’s name on the signature pages affixed hereto at a (1 warrant for each US $10.0 of principal of Notes purchased). The purchase price of $.005 per Share with the multiplied total being the Purchase price (the “Purchase Price”). At the Closing, the Purchase Price each Note shall be paid to the Company, by wire transfer to Company’s bank account. (b) The Company agrees to issue to each Purchaser a warrant in substantially the form attached hereto as Exhibit D (the “▇▇▇▇▇ Warrants”), to purchase up to a number of Common Shares equal to 100% of the number principal amount of Common Shares being purchased. (subject to adjustment pursuant to such Note, and the terms of the ▇▇▇▇▇ Warrants), at a per share exercise price of each Warrant shall be par value ($0.01 3.00 Hong Kong dollars) (subject approximately US $0.38) for each ADS issuable thereunder. The Company’s agreements with each of the Investors are separate agreements, and the sales of the Notes and Warrants to adjustment pursuant each of the Investors are separate sales. The Company may sell up to $3,000,000 in principal amount of Notes. 1.2 The initial purchase and sale of the Notes shall take on November 9, 2007, or at such other time and place as the Company and the Investors mutually agree upon, orally or in writing so long as the Company has received subscriptions for $750,000 of Notes (which time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing, unless otherwise specified herein At each Closing, the Company shall deliver to each Investor the Note to be purchased by such Investor against (1) payment of the purchase price therefor by check payable to the terms Company or by wire transfer to a bank designated by the Company, (2) delivery of the ▇▇▇▇▇ Warrants). The number of ▇▇▇▇▇ Warrants each Purchaser shall be issued at Closing pursuant counterpart signature pages to this Agreement and the ▇▇▇▇▇ Warrants is set forth Note, and (3) delivery of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such PurchaserInvestor’s name on exemption from withholding tax, which forms are attached to this Agreement as Exhibit A heretoC. Until the earlier of (A) such time as the aggregate amount of principal indebtedness evidenced by the Notes equals a total of $3,000,000, or (B) November 16, 2007 from the date hereof, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Investor who desires to acquire additional Notes. The ▇▇▇▇▇ Warrants All such sales shall be exercisable for such period of time as made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional Investor so acquiring Notes shall be deemed to be a “Investor” for purposes of this Agreement, and any notes and so acquired such additional purchaser shall be deemed to be “Notes” and “Securities” as applicable. 1.3 Each Investor understands and agrees that the ▇▇▇▇▇ Warrantsconversion of the Notes into ADS of the Company will require such Investor’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

Purchase and Sale of the Notes and Warrants. (a) 1.1 Subject to the terms and conditions of this Agreement Agreement, as of the applicable Closing Date, each of the Investors shall severally, and not jointly, purchase, and the other Transaction AgreementsCompany shall sell and issue to such Investors, each undersigned Purchaser hereby agrees to purchase from (i) a Note in the Company the principal amount of Shares set forth opposite such PurchaserInvestor’s name on Exhibit A attached the signature pages affixed hereto, and (ii) a Warrant to purchase the number of ADSs set forth opposite such Investor’s name on the signature pages affixed hereto at a (1 warrant for each US $10.0 of principal of Notes purchased). The purchase price of $.005 per Share with the multiplied total being the Purchase price (the “Purchase Price”). At the Closing, the Purchase Price each Note shall be paid to the Company, by wire transfer to Company’s bank account. (b) The Company agrees to issue to each Purchaser a warrant in substantially the form attached hereto as Exhibit D (the “▇▇▇▇▇ Warrants”), to purchase up to a number of Common Shares equal to 100% of the number principal amount of Common Shares being purchased. (subject to adjustment pursuant to such Note, and the terms of the ▇▇▇▇▇ Warrants), at a per share exercise price of each Warrant shall be par value ($0.01 3.00 Hong Kong dollars) (subject approximately US $0.38) for each ADS issuable thereunder. The Company’s agreements with each of the Investors are separate agreements, and the sales of the Notes and Warrants to adjustment pursuant each of the Investors are separate sales. The Company may sell up to $3,000,000 in principal amount of Notes. 1.2 The initialpurchase and sale of the Notes shall take on November 9, 2007, or at such other time and place as the Company and the Investors mutually agree upon, orally or in writing so long as the Company has received subscriptions for $750,000 of Notes (which time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing, unless otherwise specified herein At each Closing, the Company shall deliver to each Investor the Note to be purchased by such Investor against (1) payment of the purchase price therefor by check payable to the terms Company or by wire transfer to a bank designated by the Company, (2) delivery of the ▇▇▇▇▇ Warrants). The number of ▇▇▇▇▇ Warrants each Purchaser shall be issued at Closing pursuant counterpart signature pages to this Agreement and the ▇▇▇▇▇ Warrants is set forth Note, and (3) delivery of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such PurchaserInvestor’s name on exemption from withholding tax, which forms are attached to this Agreement as Exhibit A heretoC. Until the earlier of (A) such time as the aggregate amount of principal indebtedness evidenced by the Notes equals a total of $3,000,000, or (B) November 16, 2007 from the date hereof, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Investor who desires to acquire additional Notes. The ▇▇▇▇▇ Warrants All such sales shall be exercisable for such period of time as made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional Investor so acquiring Notes shall be deemed to be a “Investor” for purposes of this Agreement, and any notes and so acquired such additional purchaser shall be deemed to be “Notes” and “Securities” as applicable. 1.3 Each Investor understands and agrees that the ▇▇▇▇▇ Warrantsconversion of the Notes into ADS of the Company will require such Investor’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.