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 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, Jian she 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;

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

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