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

Purchase and Sale of the Notes and Warrants. 1.1 Subject to the terms and conditions of this Agreement, as of the applicable Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to such Investors, (i) a Note in the principal amount set forth opposite such Investor’s name on 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 (1 warrant for each US $10.0 of principal of Notes purchased). The purchase price of each Note shall be equal to 100% of the principal amount of such Note, and the exercise price of each Warrant shall be par value ($3.00 Hong Kong dollars) (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 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 Company or by wire transfer to a bank designated by the Company, (2) delivery of counterpart signature pages to this Agreement and the Note, and (3) delivery of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Investor’s exemption from withholding tax, which forms are attached to this Agreement as Exhibit C. 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. All such sales shall be 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 conversion 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. 1.1 (a) Subject to the terms and conditions of this Agreement, as of Agreement and the applicable Closing Dateother Transaction Agreements, each of the Investors shall severally, and not jointly, purchase, and undersigned Purchaser hereby agrees to purchase from the Company shall sell and issue to such Investors, (i) a Note in the principal amount of Shares set forth opposite such InvestorPurchaser’s name on Exhibit A attached hereto at a price of $.005 per Share with the signature pages affixed heretomultiplied total being the Purchase price (the “Purchase Price”). At the Closing, and the Purchase Price shall be paid to the Company, by wire transfer to Company’s bank account. (iib) The Company agrees to issue to each Purchaser a Warrant warrant in substantially the form attached hereto as Exhibit D (the “▇▇▇▇▇ Warrants”), to purchase the up to a number of ADSs set forth opposite such Investor’s name on the signature pages affixed hereto (1 warrant for each US $10.0 of principal of Notes purchased). The purchase price of each Note shall be Common Shares equal to 100% of the principal amount number of such NoteCommon Shares being purchased. (subject to adjustment pursuant to the terms of the ▇▇▇▇▇ Warrants), and the at a per share exercise price of $0.01 (subject to adjustment pursuant to the terms of the ▇▇▇▇▇ Warrants). The number of ▇▇▇▇▇ Warrants each Warrant Purchaser shall be par value ($3.00 Hong Kong dollars) (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 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 issued 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 Company or by wire transfer to a bank designated by the Company, (2) delivery of counterpart signature pages Closing pursuant to this Agreement and the Note, and (3) delivery ▇▇▇▇▇ Warrants is set forth such Purchaser’s name on Exhibit A hereto. The ▇▇▇▇▇ Warrants shall be exercisable for such period of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Investor’s exemption from withholding tax, which forms are attached to this Agreement as Exhibit C. 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. All such sales shall be 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 applicablethe ▇▇▇▇▇ Warrants. 1.3 Each Investor understands and agrees that the conversion 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. 1.1 Subject (a) On the Closing Date, subject to the terms and conditions of this Agreement, as of Agreement and the applicable Closing Dateother Transaction Agreements, each of the Investors shall severally, and not jointly, purchase, and undersigned Purchaser hereby agrees to loan to the Company shall sell and issue to such Investors, (i) a Note in the principal amount set forth opposite such InvestorPurchaser’s name on Exhibit A attached hereto (the signature pages affixed hereto“Purchase Price”), out of the aggregate amount being loaned by all Purchasers of up to $250,000 (the “Aggregate Purchase Price”). At the Closing, the Purchase Price shall be paid to the Company, in accordance with Section 2.2 hereof. (b) The obligation to repay the loan from each undersigned Purchaser shall be evidenced by the Company’s issuance of a Senior Convertible Promissory Note in the form attached hereto as Exhibit B (each a “Note” and collectively the “Notes”) to such Purchaser in the principal amount equal to such Purchaser’s Purchase Price. Each Note shall be convertible into a number of Common Shares at a per share conversion price of $0.002 (iisubject to adjustment pursuant to the terms of the Notes). The Note shall be senior to all other Company debt. Reach Messaging, Inc. shall be a co-obligor with respect to the Note. (c) The Company agrees to issue to each Purchaser a Warrant warrant in substantially the form attached hereto as Exhibit C (the “A Warrants”), to purchase up to a number of Common Shares equal to 300% of the number of ADSs set forth opposite Common Shares issuable upon conversion of such InvestorPurchaser’s name on Note (subject to adjustment pursuant to the signature pages affixed hereto terms of the A Warrants), at a per share exercise price of $0.002 (1 warrant for each US $10.0 subject to adjustment pursuant to the terms of principal of Notes purchasedthe A Warrants). The purchase price number of A Warrants each Note Purchaser shall be equal to 100% of the principal amount of such Note, and the exercise price of each Warrant shall be par value ($3.00 Hong Kong dollars) (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 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 issued 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 Company or by wire transfer to a bank designated by the Company, (2) delivery of counterpart signature pages Closing pursuant to this Agreement and the Note, and (3) delivery A Warrants is set forth next to such Purchaser’s name on Exhibit A hereto. The A Warrants shall be exercisable for such period of a validly completed and executed IRS Form W-8 BEN or IRS Form W-9, as applicable, establishing such Investor’s exemption from withholding tax, which forms are attached to this Agreement as Exhibit C. 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. All such sales shall be 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 applicablethe A Warrants. 1.3 Each Investor understands and agrees that the (d) The Common Shares issuable upon conversion of the Notes into ADS and exercise of the Company will require Warrants (and such Investor’s execution of certain agreements relating shares when issued) are herein referred to as the purchase “Conversion Shares” and sale of such securities the “Warrant Shares”, respectively, and sometimes collectively referred to as well the “Underlying Shares”. The Notes, the Warrants and the Underlying Shares are sometimes collectively referred to as any rights relating to such equity securitiesthe “Securities”.