AGREEMENT AND PLAN OF MERGER AGREEMENT

                                                                    Exhibit 10.1

                          AGREEMENT AND PLAN OF MERGER


     AGREEMENT AND PLAN OF MERGER ("Agreement") made this 30th day of September
2008 by and among Navstar Media Holdins, Inc., a Nevada corporation ("Parent"),
Rodobo International, Inc, a Nevada corporation ("Merger Sub") wholly owned by
the Parent , and Mega Profit Limited. ("Company") a Cayman Islands
("CAYMANCayman") limited liability corporation, and Mr. ZHAO Weihua, the sole
shareholders of the Company ("Sellers").

                                 R E C I T A L S

     A. The respective Boards of Directors of Parent and the Company have
determined that an acquisition of the Company by Merger Sub and then the merger
of Merger Sub with and into the Parent (the "Merger"), upon the terms and
subject to the conditions set forth in this Agreement, would be fair and in the
best interests of their respective shareholders, and such Boards of Directors
have approved such Merger, pursuant to which shares of Common Stock of the
Company ("Company Common Stock") issued and outstanding immediately prior to the
Effective Time of the Merger (as defined in Section 1.03) and all securities
convertible or exchangeable into Company Common Stock will be exchanged
(including by reservation for future issuances) will be exchanged for the right
to receive 97% of Common Stock of Parent ("Parent Common Stock") other than
Dissenting Shares (as defined in Section 2.01(d)). B. Parent, Merger Sub and the
Company desire to make certain representations, warranties, covenants and
agreements in connection with the Merger and also to prescribe various
conditions to the Merger. C. For federal income tax purposes, the parties intend
that the Merger shall qualify as reorganization under the provisions of Section
368 of the Internal Revenue Code of 1986, as amended (the "Code").

     NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, the parties agree as
follows:


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                                   ARTICLE I:
                       THE MERGER AND MERGER CONSIDERATION

1.01 The Merger and Consideration. Upon the terms and subject to the conditions
set forth in this Agreement, and in accordance with the Nevada Corporations Code
(the "Nevada Statutes"), Merger Sub shall acquire the Company and then shall be
merged with and into the Parent at the Effective Time of the Merger. The Company
will become a wholly owned subsidiary of the Parent upon which the Merger Sub
shall no long exist, and Parent's name will change to Merger Sub's name,
pursuant to section 92A. 180 of the Nevada Statutes. In consideration of the its
acquisition of the Company by the Merger Sub and the Merger, the Merger Sub
shall issue to Sellers and their designees, 10 shares of the common stock of the
Merger Sub which shall be converted into approximately 37,000,000 shares of
common stock prior to and approximately 973,685 post a reverse stock split to be
done in conjunction of the merger and 12,976,316 shares of convertible preferred
stock which shall convert into 12,976,316 shares of the common stock of the
Parent after the completion of the Merger so that eventually the Sellers and
their designees shall own 93% of common stock of the Parent outstanding post the
completion of the Merger. The parent shall conduct an amendment to its charter
to increase the authorized shares to allow such conversion of preferred stock
into common stock. In addition, prior or at the same time of the completion of
the Merger, the Parent shall conduct a reverse stock split of approximately 38
for 1 or another appropriate number to reduced the total number of shares
outstanding immediately prior to the Merger to approximately 1,050,000 shares
outstanding immediately prior to the Merger.

1.02 Closing. Unless this Agreement shall have been terminated and the
transactions herein contemplated shall have been abandoned pursuant to Section
7.01 and subject to the satisfaction or waiver of the conditions set forth in
Article VI, the closing of the Merger (the "Closing") will take place at 10:00
a.m. on the business day after satisfaction of the conditions set forth in
Article VI (or as soon as practicable thereafter following satisfaction or
waiver of the conditions set forth in Article VI) (the "Closing Date"), at the
offices of Troutman Sanders in New York., unless another date, time or place is
agreed to in writing by the parties hereto.

1.03 Effective Time of Merger. As soon as practicable following the satisfaction
or waiver of the conditions set forth in Article VI, the parties shall file
articles of merger (the "Articles of Merger") executed in accordance with the
relevant provisions of the Nevada Statutes and shall make all other filings or
recordings required under Nevada Statutes. The Merger shall become effective at
such time as the Articles of Merger are duly filed with the Secretary of State
of Nevada or at such other time as is permissible in accordance with Nevada
Statutes and as Parent and the Company shall agree should be specified in the
Articles of Merger (the time the Merger becomes effective being the "Effective
Time of the Merger"). Parent shall use reasonable efforts to have the Closing
Date and the Effective Time of the Merger to be the same day.

1.04 Effects of the Merger. The Merger shall have the effects set forth in the
applicable provisions of the Nevada Statutes.


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1.05 Articles of Incorporation; Bylaws; Purposes.

     (a) The Certificate of Incorporation of the Parent in effect immediately
prior to the Effective Time of the Merger shall be the Certificate of
Incorporation of the Parent until thereafter changed or amended as provided
therein or by applicable law.

     (b) The Bylaws of the Parent in effect at the Effective Time of the Merger
shall be the Bylaws of the Parent until thereafter changed or amended as
provided therein or by applicable law.

     (c) The purposes of the Parent and the total number of its authorized
capital stock shall be as set forth in the Certificate of Incorporation of the
Parent in effect immediately prior to the Effective Time of the Merger until
such time as such purposes and such number may be amended as provided in the
Certificate of Incorporation of the Parent and by applicable law.

1.06 Directors. The directors of the Company at the Effective Time of the Merger
shall be the directors of the Parent, and its subsidiary, until the earlier of
their resignation or removal or until their respective successors are duly
elected and qualified, as the case may be.

1.07 Officers. The officers of the Company at the Effective Time of the Merger
     shall be the officers of the Parent and its subsidiary, until the earlier
     of their resignation or removal or until their respective successors are
     duly elected and qualified, as the case may be.

1.08 Stock Split. Immediately following the execution of this Agreement, Parent
     shall take all actions required to affect a thirty-seven and four tenth-for
     one reverse split (37.4:1) of the outstanding Common Stock of Parent, so
     that after such split and redemption there will be approximately issued and
     outstanding 465,817 shares of common stock.


                                   ARTICLE II:
                              EFFECT OF THE MERGER
                              ON THE CAPITAL STOCK
                         OF THE CONSTITUENT CORPORATIONS

2.01 Effect on Capital Stock. As of the Effective Time of the Merger, by virtue
of the Merger and without any action on the part of the holders of shares of
Company Common Stock or any shares of capital stock of Merger Sub:

     (a) Common Stock of Merger Sub. Each share of common stock of Merger Sub
issued and outstanding immediately prior to the Effective Time of the Merger
shall be converted into one share of Common Stock of the Parent and shall be the
issued and outstanding capital stock of the Parent.

     (b) Cancellation of Parent-Owned Merger Sub Common Stock. Each share of
Common Stock of the Merger Sub that is owned by Parent shall automatically be
cancelled and retired and shall cease to exist, and no Parent Common Stock or
other consideration shall be delivered or deliverable in exchange therefor.


<PAGE>
     (c) Conversion of Company Common Stock. Except as otherwise provided
herein, each issued and outstanding share of Company Common Stock shall be
converted into fully paid and nonassessable shares of Parent Common Stock in
accordance with the Exchange Ratio described in Section 2.02 and common shares
of Parent Common Stock shall be deposited by the Parent with the Exchange Agent
further to Section 2.04(a) herein and shall be known as the "Merger
Consideration."

     (d) Dissenting Shares. Notwithstanding anything in this Agreement to the
contrary, shares of Company Common Stock issued and outstanding immediately
prior to the Effective Time of the Merger held by a holder (if any) who has the
right to demand payment for and an appraisal of such shares as provided under
British Virgin Islands law, if applicable, ("Dissenting Shares") shall not be
converted into a right to receive Merger Consideration unless such holder fails
to perfect or otherwise loses such holder's right to such payment or appraisal,
if any. If, after the Effective Time of the Merger, such holder fails to perfect
or loses any such right to appraisal, each such share of such holder shall be
treated as a share that had been converted as of the Effective Time of the
Merger into the right to receive Merger Consideration in accordance with this
Section 2.01. The Company shall give prompt notice to Parent of any demands
received by the Company for appraisal of shares of Company Common Stock, and
Parent shall have the right to participate in all negotiations and proceedings
with respect to such demands. The Company shall not, except with the prior
written consent of Parent, make any payment with respect to, or settle or offer
to settle, any such demands.

2.02 Exchange Ratio. The "Exchange Ratio" is as follows: Each share of Company
Stock shall be converted into one share of Parent Common Stock in the Merger, an
Exchange Ratio of 1: 3,700.000 Parent

2.03 Stock Warrants. At the Effective Time of the Merger, there will be no
outstanding warrants to purchase Parent Common Stock.


2.04 Exchange of Certificates.

      (a) Exchange of Certificates. As soon as reasonably practicable as of or
after the Effective Time of the Merger, Parent shall issue the Parent Shares,
for the benefit of the holders of shares of Company Common Stock, for exchange
in accordance with this Article II.

     (b) Settlement Date. The settlement date as set forth herein shall be such
date which is six months from the Effective Time of the Merger and the date of
the resolution of any Contests further to Section 8.03 herein.


<PAGE>
     (c) Exchange Procedures. At the Effective Time of the Merger, each holder
of an outstanding certificate or certificates which prior thereto represented
shares of Company Common Stock shall, upon surrender of such certificate or
certificates and acceptance be entitled to a certificate or certificates
representing the number of shares of Parent Common Stock into which the
aggregate number of shares of Company Common Stock previously represented by
such certificate or certificates surrendered shall have been converted pursuant
to this Agreement. The Company shareholders shall accept such certificates upon
compliance with such reasonable terms and conditions to affect an orderly
exchange thereof in accordance with normal exchange practices. All shares of
Company Common Stock shall be surrendered at the Effective Time of the Merger.
After the Effective Time of the Merger, there shall be no further transfer on
the records of the Company or its transfer agent of certificates representing
shares of Company Common Stock. If any certificate for such Parent Common Stock
is to be issued in a name other than that in which the certificate for Company
Common Stock surrendered for exchange is registered, it shall be a condition of
such exchange that the certificate so surrendered shall be properly endorsed,
with signature guaranteed, or otherwise in proper form for transfer and that the
person requesting such exchange shall pay to Parent or its transfer agent any
transfer or other taxes or other costs required by reason of the issuance of
certificates for such Parent Common Stock in a name other than that of the
registered holder of the certificate surrendered, or establish to the
satisfaction of Parent or its transfer agent that all taxes have been paid.

     (d) No Further Ownership Rights in Company Common Stock. All shares of
Parent Common Stock issued upon the surrender for exchange of certificates
representing shares of Company Common Stock in accordance with the terms of this
Article II shall be deemed to have been issued (and paid) in full satisfaction
of all rights pertaining to the shares of Company Common Stock theretofore
represented by such certificates.

     (e) No Liability. None of Parent, Merger Sub, or the Company shall be
liable to any person in respect of any shares of Parent Common Stock (or
dividends or distributions with respect thereto) delivered to a public official
pursuant to any applicable abandoned property, escheat or similar law. All
certificates representing shares of Company Common Stock shall have been
surrendered at the Effective Time of the Merger.

                                  ARTICLE III:
                         REPRESENTATIONS AND WARRANTIES

3.01 Representations and Warranties of the Company. Except as set forth in the
Company Disclosure Schedule delivered by the Company to the Parent at the time
of execution of this Agreement, the Company represents and warrants to Parent
and Merger Sub as follows:

     (a) Organization, Standing and Corporate Power. The Company is duly
organized, validly existing and in good standing under the laws of the British
Virgin Islands and has the requisite corporate power and authority to carry on
its business as now being conducted. The Company is duly qualified or licensed
to do business and is in good standing in each jurisdiction in which the nature
of its business or the ownership or leasing of its properties makes such
qualification or licensing necessary, other than in such jurisdictions where the
failure to be so qualified or licensed (individually or in the aggregate) would
not have a material adverse effect (as defined in Section 10.02) with respect to
the Company.


<PAGE>
     (b) Subsidiaries. The Company owns 100% of its subsidiaries, Harbin Mega
Profit Enterprise Management and Consultion Co., Ltd., a corporation established
and existing in China, which in turn owns 100% ownership interest in Harbin
Rodobo Dairy Co., which in turn owns 100% ownership interest in Qinggang Mega
profit Agricultural Co., Ltd. in China, (collectively: "Company Subs") formed
respectively under the laws of Cayman Islands and the People's Republic of
China. The Company has no interest in any other company, corporation,
partnership, joint venture or otherwise other than the Company Subs.

     (c) Capital Structure. The authorized capital stock of the Company consists
of 20,000 of Company Common Stock. There are 20,000 shares of Common Stock
outstanding, all of which are owned by Sellers. Except as set forth above, no
shares of capital stock or other equity securities of the Company are issued,
reserved for issuance or outstanding. All outstanding shares of capital stock of
the Company are duly authorized, validly issued, fully paid and nonassessable
and not subject to preemptive rights. There are no outstanding bonds,
debentures, notes or other indebtedness or other securities of the Company
having the right to vote (or convertible into, or exchangeable for, securities
having the right to vote) on any matters on which shareholders of the Company
may vote. The Company Disclosure Schedule sets forth the outstanding
Capitalization of the Company. Except as set forth above, there are no
outstanding securities, options, warrants, calls, rights, commitments,
agreements, arrangements or undertakings of any kind to which the Company is a
party or by which it is bound obligating the Company to issue, deliver or sell,
or cause to be issued, delivered or sold, additional shares of capital stock or
other equity or voting securities of the Company or obligating the Company to
issue, grant, extend or enter into any such security, option, warrant, call,
right, commitment, agreement, arrangement or undertaking. Other than the Company
Stock Options and Company Warrants, if any, there are no outstanding contractual
obligations, commitments, understandings or arrangements of the Company to
repurchase, redeem or otherwise acquire or make any payment in respect of any
shares of capital stock of the Company. There are no agreements or arrangements
pursuant to which the Company is or could be required to register shares of
Company Common Stock or other securities under the Securities Act of 1933, as
amended (the "Securities Act") or other agreements or arrangements with or among
any security holders of the Company with respect to securities of the Company.

     (d) Authority; Noncontravention. The Company has the requisite corporate
and other power and authority to enter into this Agreement and to consummate the
Merger. The execution and delivery of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of the Company.
This Agreement has been duly executed and delivered by the Company and
constitutes a valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms. The execution and delivery of this
Agreement do not, and the consummation of the transactions contemplated by this
Agreement and compliance with the provisions hereof will not, conflict with, or
result in any breach or violation of, or default (with or without notice or
lapse of time, or both) under, or give rise to a right of termination,
cancellation or acceleration of or "put" right with respect to any obligation or
to loss of a material benefit under, or result in the creation of any lien upon
any of the properties or assets of the Company under, (i) the Articles of
Incorporation or Bylaws of the Company, (ii) any loan or credit agreement, note,
bond, mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise or license applicable to the Company, its properties or
assets, or (iii) subject to the governmental filings and other matters referred
to in the following sentence, any judgment, order, decree, statute, law,
ordinance, rule, regulation or arbitration award applicable to the Company, its
properties or assets. No consent, approval, order or authorization of, or
registration, declaration or filing with, or notice to, any federal, state or
local government or any court, administrative agency or commission or other
governmental authority, agency, domestic or foreign (a "Governmental Entity"),
is required by or with respect to the Company in connection with the execution
and delivery of this Agreement by the Company or the consummation by the Company
of the transactions contemplated hereby, except, with respect to this Agreement,
for the filing of the Articles of Merger with the Secretary of State of Nevada.


<PAGE>
     (e) Financial Statements (i) The Parent has received a copy of the audited
consolidated financial statements of the Company and Company Subs for the fiscal
year ended December 31, 2007 and 2006 and unaudited financial statements for the
six-months ended June 30, 2008 and 2007 (collectively, the "Financial
Statements"). The Financial Statements fairly present the financial condition of
the Company at the dates indicated and its results of their operations and cash
flows for the periods then ended and, except as indicated therein, reflect all
claims against, debts and liabilities of the Company, fixed or contingent, and
of whatever nature.

(ii) Since June 30, 2008 (the "Balance Sheet Date"), there has been no material
adverse change in the assets or liabilities, or in the business or condition,
financial or otherwise, or in the results of operations or prospects, of the
Company, whether as a result of any legislative or regulatory change, revocation
of any license or rights to do business, fire, explosion, accident, casualty,
labor trouble, flood, drought, riot, storm, condemnation, act of God, public
force or otherwise and no material adverse change in the assets or liabilities,
or in the business or condition, financial or otherwise, or in the results of
operation or prospects, of the Company except in the ordinary course of
business. (iii) Since the Balance Sheet Date, the Company has not suffered any
damage, destruction or loss of physical property (whether or not covered by
insurance) affecting its condition (financial or otherwise) or operations
(present or prospective), nor has the Company issued, sold or otherwise disposed
of, or agreed to issue, sell or otherwise dispose of, any capital stock or any
other security of the Company and has not granted or agreed to grant any option,
warrant or other right to subscribe for or to purchase any capital stock or any
other security of the Company or has incurred or agreed to incur any
indebtedness for borrowed money.


<PAGE>
     (f) Absence of Certain Changes or Events. Since the Balance Sheet Date, the
Company has conducted its business only in the ordinary course consistent with
past practice, and there is not and has not been: (i) any material adverse
change with respect to the Company; (ii) any condition, event or occurrence
which individually or in the aggregate could reasonably be expected to have a
material adverse effect or give rise to a material adverse change with respect
to the Company; (iii) any event which, if it had taken place following the
execution of this Agreement, would not have been permitted by Section 4.01
without prior consent of Parent; or (iv) any condition, event or occurrence
which could reasonably be expected to prevent, hinder or materially delay the
ability of the Company to consummate the transactions contemplated by this
Agreement.

            (g) Litigation; Labor Matters; Compliance with Laws.

          (i) There is no suit, action or proceeding or investigation pending
     or, to the knowledge of the Company, threatened against or affecting the
     Company or any basis for any such suit, action, proceeding or investigation
     that, individually or in the aggregate, could reasonably be expected to
     have a material adverse effect with respect to the Company or prevent,
     hinder or materially delay the ability of the Company to consummate the
     transactions contemplated by this Agreement, nor is there any judgment,
     decree, injunction, rule or order of any Governmental Entity or arbitrator
     outstanding against the Company having, or which, insofar as reasonably
     could be foreseen by the Company, in the future could have, any such
     effect.

          (ii) The Company is not a party to, or bound by, any collective
     bargaining agreement, contract or other agreement or understanding with a
      labor union or labor organization, nor is it the subject of any proceeding
     asserting that it has committed an unfair labor practice or seeking to
     compel it to bargain with any labor organization as to wages or conditions
     of employment nor is there any strike, work stoppage or other labor dispute
     involving it pending or, to its knowledge, threatened, any of which could
     have a material adverse effect with respect to the Company.


          (iii) The conduct of the business of the Company complies with all
     statutes, laws, regulations, ordinances, rules, judgments, orders, decrees
     or arbitration awards applicable thereto.

     (h) Benefit Plans. The Company is not a party to any collective bargaining
agreement or any bonus, pension, profit sharing, deferred compensation,
incentive compensation, stock ownership, stock purchase, phantom stock,
retirement, vacation, severance, disability, death benefit, hospitalization,
medical or other plan, arrangement or understanding (whether or not legally
binding) under which the Company currently has an obligation to provide benefits
to any current or former employee, officer or director of the Company
(collectively, "Benefit Plans").

     (i) Certain Employee Payments. The Company is not a party to any employment
agreement which could result in the payment to any current, former or future
director or employee of the Company of any money or other property or rights or
accelerate or provide any other rights or benefits to any such employee or
director as a result of the transactions contemplated by this Agreement, whether
or not (i) such payment, acceleration or provision would constitute a "parachute
payment" (within the meaning of Section 280G of the Code), or (ii) some other
subsequent action or event would be required to cause such payment, acceleration
or provision to be triggered.


<PAGE>
     (j) Tax Returns and Tax Payments. The Company has timely filed all Tax
Returns required to be filed by it, has paid all Taxes shown thereon to be due
and has provided adequate reserves in its financial statements for any Taxes
that have not been paid, whether or not shown as being due on any returns. No
material claim for unpaid Taxes has been made or become a lien against the
property of the Company or is being asserted against the Company, no audit of
any Tax Return of the Company is being conducted by a tax authority, and no
extension of the statute of limitations on the assessment of any Taxes has been
granted by the Company and is currently in effect. As used herein, "taxes" shall
mean all taxes of any kind, including, without limitation, those on or measured
by or referred to as income, gross receipts, sales, use, ad valorem, franchise,
profits, license, withholding, payroll, employment, excise, severance, stamp,
occupation, premium value added, property or windfall profits taxes, customs,
duties or similar fees,, assessments or charges of any kind whatsoever, together
with any interest and any penalties, additions to tax or additional amounts
imposed by any governmental authority, domestic or foreign. As used herein, "Tax
Return" shall mean any return, report or statement required to be filed with any
governmental authority with respect to Taxes.

     (k) Environmental Matters. The Company is in compliance with all applicable
Environmental Laws. "Environmental Laws" means all applicable federal, state and
local statutes, rules, regulations, ordinances, orders, decrees and common law
relating in any manner to contamination, pollution or protection of human health
or the environment, and similar state laws.

     (l) Material Contract Defaults. The Company is not, or has not received any
notice or has any knowledge that any other party is, in default in any respect
under any Material Contract; and there has not occurred any event that with the
lapse of time or the giving of notice or both would constitute such a material
default. For purposes of this Agreement, a Material Contract means any contract,
agreement or commitment that is effective as of the Closing Date to which the
Company is a party (i) with expected receipts or expenditures in excess of
$100,000, (ii) requiring the Company to indemnify any person, (iii) granting
exclusive rights to any party, (iv) evidencing indebtedness for borrowed or
loaned money in excess of $100,000 or more, including guarantees of such
indebtedness, or (v) which, if breached by the Company in such a manner would
(A) permit any other party to cancel or terminate the same (with or without
notice of passage of time) or (B) provide a basis for any other party to claim
money damages (either individually or in the aggregate with all other such
claims under that contract) from the Company or (C) give rise to a right of
acceleration of any material obligation or loss of any material benefit under
any such contract, agreement or commitment.

     (m) Properties. The Company has good, clear and marketable title to all the
tangible properties and tangible assets reflected in the latest balance sheet as
being owned by the Company or acquired after the date thereof which are,
individually or in the aggregate, material to the Company's business (except
properties sold or otherwise disposed of since the date thereof in the ordinary
course of business), free and clear of all material liens.

     (n) Trademarks and Related Contracts. To the knowledge of the Company:

<PAGE>

          (i) As used in this Agreement, the term "Trademarks" means trademarks,
service marks, trade names, Internet domain names, designs, slogans, and general
intangibles of like nature; the term "Trade Secrets" means technology; trade
secrets and other confidential information, know-how, proprietary processes,
formulae, algorithms, models, and methodologies; the term "Intellectual
Property" means patents, copyrights, Trademarks, applications for any of the
foregoing, and Trade Secrets; the term "Company License Agreements" means any
license agreements granting any right to use or practice any rights under any
Intellectual Property (except for such agreements for off-the-shelf products
that are generally available or less than $25,000), and any written settlements
relating to any Intellectual Property, to which the Company is a party or
otherwise bound; and the term "Software" means any and all computer programs,
including any and all software implementations of algorithms, models and
methodologies, whether in source code or object code.

          (ii) To the knowledge of the Company, none of the Company's
Intellectual Property or Company License Agreements infringe upon the rights of
any third party that may give rise to a cause of action or claim against the
Company or its successors.

     (o) Board Recommendation. The Board of Directors of the Company has
unanimously determined that the terms of the Merger are fair to and in the best
interests of the shareholders of the Company and recommended that the holders of
the shares of Company Common Stock approve the Merger.

     (o) Required Company Vote. The affirmative vote of a majority of the shares
of each of the Company Common Stock is the only vote of the holders of any class
or series of the Company's securities necessary to approve the Merger (the
"Company Shareholder Approval").

3.02 Representations and Warranties of Company Subs. Except as set forth in the
Company Disclosure Schedule delivered by the Company to the Parent at the time
of execution of this Agreement, the Company and the Shareholders, jointly and
severally, each represents and warrants to Parent and Merger Sub as follows:

     (a) Organization, Standing and Corporate Power. Company Subs are duly
organized, validly existing and in good standing under the laws of the People's
Republic of China and Hong Kong and has the requisite corporate power and
authority to carry on its business as now being conducted. Company Subs are duly
qualified or licensed to do business and are in good standing in each
jurisdiction in which the nature of their business or the ownership or leasing
of their properties makes such qualification or licensing necessary, other than
in such jurisdictions where the failure to be so qualified or licensed
(individually or in the aggregate) would not have a material adverse effect (as
defined in Section 10.02) with respect to Company Subs.



<PAGE>
     (b) Subsidiaries: The Company Subs are 100% owned by the Company and shall
remain wholly owned subsidiaries of the Company following the Sale.

     (c) Capital Structure. Except as set forth in the Financial Statements, no
shares of capital stock or other equity securities of Company Subs are issued,
reserved for issuance or outstanding. All outstanding equity ownership interest
in Company Subs are duly authorized, validly issued, fully paid and
nonassessable and not subject to preemptive rights. There are no outstanding
bonds, debentures, notes or other indebtedness or other securities of Company
Subs having the right to vote (or convertible into, or exchangeable for,
securities having the right to vote) on any matters on which shareholders of
Company Subs may vote. The Company Disclosure Schedule sets forth the
outstanding Capitalization of Company Subs. Except as set forth above, there are
no outstanding securities, options, warrants, calls, rights, commitments,
agreements, arrangements or undertakings of any kind to which Company Subs are a
party or by which they are bound obligating Company Subs to issue, deliver or
sell, or cause to be issued, delivered or sold, additional shares of capital
stock or other equity or voting securities of Company Subs or obligating Company
Subs to issue, grant, extend or enter into any such security, option, warrant,
call, right, commitment, agreement, arrangement or undertaking. There are no
outstanding contractual obligations, commitments, understandings or arrangements
of Company Subs to repurchase, redeem or otherwise acquire or make any payment
in respect of any shares of capital stock of Company Subs. There are no
agreements or arrangements pursuant to which Company Subs are or could be
required to register shares of Company Common Stock or other securities under
the Securities Act of 1933, as amended (the "Securities Act") or other
agreements or arrangements with or among any security holders of Company Subs
with respect to securities of Company Subs.

     (d) Authority; Noncontravention. Each of the Company Subs has the requisite
corporate and other power and authority to enter into this Agreement and to make
the representations contained herein. This Agreement has been duly executed and
delivered by Company Subs and constitutes a valid and binding obligation of
Company Subs, enforceable against Company Subs in accordance with its terms. The
execution and delivery of this Agreement do not, and the consummation of the
transactions contemplated by this Agreement and compliance with the provisions
hereof will not, conflict with, or result in any breach or violation of, or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of or "put" right with
respect to any obligation or to loss of a material benefit under, or result in
the creation of any lien upon any of the properties or assets of Company Subs
under, (i) the Articles of Incorporation or Bylaws of Company Subs, (ii) any
loan or credit agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise or license applicable to
Company Subs, its properties or assets, or (iii) subject to the governmental
filings and other matters referred to in the following sentence, any judgment,
order, decree, statute, law, ordinance, rule, regulation or arbitration award
applicable to Company Subs, their properties or assets. No consent, approval,
order or authorization of, or registration, declaration or filing with, or
notice to, any federal, state or local government or any court, administrative
agency or commission or other governmental authority, agency, domestic or
foreign (a "Governmental Entity"), is required by or with respect to Company
Subs in connection with the execution and delivery of this Agreement by Company
Subs or the consummation by Company Subs of the transactions contemplated
hereby, except, as set forth in the Company Disclosure Schedule.


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     (e) Absence of Certain Changes or Events. Since the Balance Sheet Date,
other than the ownership interest transfer to the Company, if applicable, each
of the Company Subs has conducted its business only in the ordinary course
consistent with past practice, and there is not and has not been: (i) any
material adverse change with respect to Company Subs; (ii) any condition, event
or occurrence which individually or in the aggregate could reasonably be
expected to have a material adverse effect or give rise to a material adverse
change with respect to Company Subs; (iii) any event which, if it had taken
place following the execution of this Agreement, would not have been permitted
by Section 4.01 without prior consent of Parent; or (iv) any condition, event or
occurrence which could reasonably be expected to prevent, hinder or materially
delay the ability of C