TERMS

1. PURCHASE AND SALE. Subject to the terms and conditions hereinafter set forth, at the time of the closing referred to in Section 2 hereof (hereinafter called the "Closing Date"), the Purchaser shall purchase the Company Stock from the Sellers and the Sellers shall sell the Company Stock to the Purchaser for the consideration set forth in Section 2 thereof.

2. PURCHASE CONSIDERATION. The aggregate purchase consideration for the Company Stock shall be the sum of U. S.$724,000 (the "Purchase Consideration"). At the time of the closing, the Purchaser shall satisfy the Purchase Consideration by issuing and delivering to the Sellers One Hundred Thousand (100,000) shares of restricted common stock of the Purchaser, with a par value of$.001 per share (hereinafter the "Purchaser Common Stock"), which will be issued at U. S.$7.24 per share of Purchaser Common Stock, representing the closing price of the common stock of the Purchaser as quoted on the Nasdaq Small Cap Market on August 22, 2003, being the immediate trading day prior to the date of the Agreement.

3. REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company represents, warrants and covenants to the Purchaser, all of which representation and warranties shall be true at the time of the Closing Date and shall survive the Closing Date for a period of two (2) years therefrom, that:

a. The Company is duly organized, validly existing and in good standing under the laws of Hong Kong. Certified copies of the Memorandum and Articles of Association for the Company have heretofore been furnished by the directors of the Company to the Purchaser and such documents are true and correct copies of the Memorandum and Articles of Association of the Company and include all amendments thereto through the date hereof. The Company's authorized capital consists of ten thousand (10,000) shares of HK$1.00 par value each and it has twenty (20) shares issued and outstanding, all of which are owned by the Sellers, free and clear of any lien or encumbrance. The Company Stock was duly authorized, validly issued and is fully-paid and non-assessable;

b. The Company's principal activities consist of the provision of advertising, promotions and public relations services in Hong Kong and mainland China;

c. The financial information, consisting of unaudited financial statements of the Company for the year ended December 31, 2002 and for the period from January 1, 2003 to March 31, 2003, attached hereto as Exhibits 1 and 2 prepared by the Company, constitute true and correct statements of all material facts, as of such date, of the financial condition of the Company and of its assets, liabilities and income, and from such date and until the Closing Date, no dividends or distributions of capital, surplus, or profits has been paid or declared by the Company (in redemption of its outstanding shares or otherwise), other than those disclosed in writing to the Purchaser. There are no contingent liabilities not reflected in the unaudited financial statements. The unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in Hong Kong.

d. Since March 31, 2003, the Company has not experienced any material adverse changes with respect to their business condition (financial or otherwise), results of operations, assets, contracts, liabilities or property.

e. The Company has complied, in all material respects, with the terms and provisions of all agreements to which they are a party and all laws, rules, regulations and orders to which they or their assets are subject.

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