SHARE EXCHANGE AGREEMENT

(a)

“ Action ” has the meaning ascribed to it in Article “4.1(q)” hereinbelow;

(b)

“ Acquirer ” means TechMedia Advertising, Inc., a corporation organized under the laws of the State of Nevada, or any successor company, however formed, whether as a result of merger, amalgamation or other action;

(c)

“ Acquirer Commission Documents ” has the meaning ascribed to it in Article “4.1(m)” hereinbelow;

(d)

“ Acquirer’s Financial Statements ” has the meaning ascribed to it in Article “4.1(n)” hereinbelow;

(e)

“ Acquirer’s Ratification ” has the meaning ascribed to it in Article “5.1(a)” hereinbelow;

(f)

“ Acquirer Stock ” means the 24,000,000 shares of common stock of the Acquirer to be issued and delivered to the Vendors on a pro rata basis in Consideration for the Company Stock, representing 53.4% of the total issued and outstanding shares of common stock of the Acquirer post-Closing and subsequent to the concurrent cancellation of 24,000,000 shares by the Acquirer’s current officer and director;

(g)

“ Agreement ” means this “Share Exchange Agreement” as entered into among the Vendors, the Company and the Acquirer herein, together with any amendments thereto and any Schedules as attached thereto;

(h)

“ Board of Directors ” means, as applicable, the respective Board of Directors of each of the Parties hereto as duly constituted from time to time;

(i)

“ business day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York, are authorized or required by law to remain closed;

(j)

“ Closing ” has the meaning ascribed to it in Article “6.1” hereinbelow;

(k)

“ Closing Date ” has the meaning ascribed to it in Article “6.1” hereinbelow;

(l)

“ Code ” has the meaning ascribed to it in recital “E.” hereinabove;

(m)

“ Commission ” means the United States Securities and Exchange Commission;

(n)

“ Company ” means TechMedia Advertising Mauritius, a corporation organized under the laws of Mauritius, or any successor company, however formed, whether as a result of merger, amalgamation or other action;

(o)

“ Company’s Business ” has the meaning ascribed to it in recital “B.” hereinabove;

(p)

“Company Stock” has the meanin g ascribed to it in recital “D.” hereinabove; the particulars of the registered and beneficial ownership of such Company Stock being set forth in Schedule “A” which is attached hereto;

(q)

“ Consideration ” has the meaning ascribed to it in Article “2.2” hereinbelow;

(r)

“ Defaulting Party ” and “ Non-Defaulting Party ” have the meanings ascribed to them in Article “12” hereinbelow;

(s)

“ Encumbrances ” means mortgages, liens, charges, security interests, encumbrances and third party claims of any nature;

(t)

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended;

(u)

“ Execution Date ” means the actual date of the complete execution of this Agreement and any amendment thereto by all Parties hereto as set forth on the front page hereof;

(v)

“ GAAP ” means United States generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements);

(w)

“ Indemnified Party ” and “ Indemnified Parties ” have the meanings ascribed to them in Article “7.1” hereinbelow;

(x)

“ Intellectual Property ” means all rights and interests to all patents, patents pending, inventions, know-how, any operating or identifying name or registered or unregistered trademarks and trade names, all computer programs, licensed end-user software, source codes, products and applications (and related documentation and materials) and other works of authorship (including notes, reports, other documents and materials, magnetic, electronic, sound or video recordings and any other work in which copyright or similar rights may subsist) and all copyrights (registered or unregistered) therein, industrial designs (registered or unregistered), franchises, licenses, authorities, restrictive covenants or other industrial or intellectual property;

(y)

“ Material Adverse Effect ” shall mean any event, occurrence, change in facts, conditions or other change or effect which has resulted or could reasonably be expected to be materially adverse to the Acquirer. For the purposes hereof, an event, occurrence, change in facts, conditions or other change or effect which has resulted or could reasonably be expected to result in a suit, action, charge, claim, demand, cost, damage, penalty, fine, liability or other adverse consequence of at least US$250,000 shall be deemed to constitute a “Material Adverse Effect”;

(z)

“ OTCBB ” means the Over-the-Counter Bulletin Board;

(aa)

“ Parties ” or “ Party ” means, respectively, the Vendors, the Company and/or the Acquirer hereto, as the case may be, together with their respective successors and permitted assigns as the context so requires;

(bb)

“ person ” or “ persons ” means an individual, corporation, partnership, party, trust, fund, association and any other organized group of persons and the personal or other legal representative of a person to whom the context can apply according to law;

(cc)

“ Regulatory Authorities ” means any public authority or governmental agency responsible for exercising autonomous authority in enforcing statutes or regulations in relation to matters relating to the transactions contemplated herein;

(dd)

“ Securities Act ” means the Securities Act of 1933, as amended;

(ee)

“ Takeover ” means that transaction or series of transactions pursuant to which the Acquirer will acquire all of the Company Stock of the Company from the Vendors in exchange for the issuance by the Acquirer of 24,000,000 shares of common stock of the Acquirer and all matters necessarily ancillary thereto;

(ff)

“ Time of Closing ” means 2:00 o’clock, p.m. (New York City Time) on the Closing Date; and

(gg)

“ Vendors ” means the shareholders of the Company who have executed this Agreement as a Party hereto.

Schedule “A”

(a)

the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, section or other subdivision of this Agreement;

(b)

any reference to an entity shall include and shall be deemed to be a reference to any entity that is a permitted successor to such entity; and

(c)

words in the singular include the plural and words in the masculine gender include the feminine and neuter genders, and vice versa .

(a)

it is duly organized under the laws of its respective jurisdiction of incorporation and is validly existing and in good standing with respect to all statutory filings required by the applicable corporate laws;

(b)

it is qualified to do business in those jurisdictions where it is necessary to fulfill its obligations under this Agreement and it has the full power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(c)

it has the requisite power, authority and capacity to own and use all of its respective business assets and to carry on its respective business as presently conducted by it and to fulfill its respective obligations under this Agreement;

(d)

the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary action, corporate or otherwise, on its respective part;

(e)

there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained;

(f)

this Agreement constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors;

(g)

no proceedings are pending for, and it is unaware of, any basis for the institution of any proceedings leading to its respective dissolution or winding up, or the placing of it in bankruptcy or subject to any other laws governing the affairs of insolvent companies or persons;

(h)

the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not:

(i)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of its respective organizational documents;

(ii)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any Court or governmental authority, domestic or foreign, to which it is subject, or constitute or result in a default under any agreement, contract, license, permit, or commitment to which it is a party;

(iii)

give to any party the right of termination, cancellation or acceleration in or with respect to any agreement, contract, license or commitment to which it is a party;

(iv)

give to any government or governmental authority, or any municipality or any subdivision thereof, including any governmental department, commission, bureau, board or administration agency, any right of termination, cancellation or suspension of, or constitute a breach of or result in a default under, any permit, license, control or authority issued to it which is necessary or desirable in connection with the conduct and operations of its respective business and the ownership or leasing of its respective business assets; or

(v)

constitute a default by it, or any event which, with the giving of notice or lapse of time or both, might constitute an event of default, under any agreement, contract, indenture or other instrument relating to any indebtedness of it which would give any party to that agreement, contract, indenture or other instrument the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture or other instrument; and

(i)

neither this Agreement nor any other document, certificate or written statement furnished to the Acquirer by or on behalf of any of the Vendors or the Company in connection with the transactions contemplated hereby knowingly or negligently contains any untrue or incomplete statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading;

(j)

this Agreement has been duly authorized, executed and delivered by the Vendors and the Company and is a legal, valid and binding obligation of each of the Vendors and the Company, enforceable against each of the Vendors and/or the Company, as the case may be, by the Acquirer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;

(k)

no person other than the Acquirer has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, or option for the purchase or acquisition from the Vendors of any of the Company Stock;

(l)

the Company Stock is beneficially owned by the Vendors with good and marketable title thereto free of all Encumbrances and is registered in the books of the Company in the name of the Vendors and, without limitation thereto, none of the Company Stock is subject to any voting trust, unanimous shareholders agreement, other shareholders agreements, pooling agreements or voting agreements;

(m)

upon completion of the transactions contemplated by this Agreement, all of the Company Stock will be owned by the Acquirer as the beneficial owner of record, with good and marketable title thereto (except for such Encumbrances as may have been granted by the Acquirer); and

(n)

the Company is, or is in the process of becoming, the sole beneficial shareholder of TM India, a company organized under the laws of India.

(a)

be materially true and correct on and as of the Closing Date with the same force and effect as though made or given on the Closing Date;

(b)

remain in full force and effect notwithstanding any investigations conducted by or on behalf of the Acquirer; and

(c)

survive the completion of the transactions contemplated by this Agreement until the second anniversary of the Closing Date and shall continue in full force and effect for the benefit of the Acquirer during that period, except that a claim for any breach of any of the representations and warranties contained in this Agreement or in any agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud or fraudulent misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by law.

(d)

to the extent they have not been fully performed at or prior to the Time of Closing, each and every representation and warranty of the Vendors contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement shall survive the completion of the transactions contemplated by this Agreement and, notwithstanding such completion, shall continue in full force and effect for the benefit of the Acquirer.

(a)

the Acquirer is a company with limited liability duly and properly incorporated, organized and validly subsisting under the laws of the State of Nevada being the only jurisdiction where it is required to be registered for the purpose of enabling it to carry on its business and own its property as presently carried on and owned;

(b)

the Acquirer has good and sufficient power, authority and right to own or lease its property, to enter into this Agreement and to perform its obligations hereunder;

(c)

this Agreement has been duly authorized, executed and delivered by the Acquirer and is a legal, valid and binding obligation of the Acquirer, enforceable against the Acquirer, as the case may be, by the Vendors and/or the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;

(d)

the authorized capital of the Acquirer currently consists of 1,100,000,000 shares of common stock with a par value of US$0.001 per share of which 44,919,000 shares of common stock of the Acquirer have been duly issued and are outstanding as fully paid and non-assessable.  There are no bonds, debentures, notes or other indebtedness of Acquirer which have the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Acquirer’s common stock may vote;

(e)

all of the issued and outstanding shares of common stock of the Acquirer are listed and posted for trading on the OTCBB;

(f)

the Acquirer will allot and issue the Acquirer Stock on the Closing Date in accordance with Articles “2.2” and “2.3” hereinabove as duly authorized, fully paid and non-assessable in the capital of the Acquirer, free and clear of all actual or threatened liens, charges, security interests, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever, other than hold periods or other restrictions imposed under applicable securities legislation or by securities regulatory authorities;

(g)

no person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any unissued shares or other securities of the Acquirer;

(h)

the present directors and officers of the Acquirer are as follows:

Alan Goh

(i)

All tax returns, if any were filed, were correct and complete in all respects.  All taxes due and owing by Acquirer or any of its subsidiaries have been fully and timely paid.  Neither Acquirer nor any of its subsidiaries currently is the beneficiary of any extension of time within which to file any tax return.  No claim has ever been made by an authority in a jurisdiction where Acquirer does not file tax returns that Acquirer is or may be subject to taxation by that jurisdiction.  There are no liens for taxes (other than taxes not yet due and payable) upon any of the assets of Acquirer or any of its subsidiaries;

(j)

no foreign, federal, state, or local tax audits or administrative or judicial tax proceedings are pending or being conducted with respect to Acquirer.  Acquirer has not received from any foreign, federal, state, or local taxing authority (including jurisdictions where Acquirer has not filed tax returns) any (i) notice indicating an intent to open an audit or other review, (ii) request for information related to tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of tax proposed, asserted, or assessed by any taxing authority against Acquirer;

(k)

the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance