AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of April 20, 2007 (this “ Agreement ”), among Easyknit Enterprises Holdings Limited, a company incorporated in Bermuda (“ Parent ”), Race Merger, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), and Wits Basin Precious Minerals Inc., a Minnesota corporation (the “ Company ”).

WHEREAS, upon the terms and subject to the conditions of this Agreement and in accordance with the Business Corporation Act of the State of Minnesota (the “ MBCA ”), Parent and the Company will enter into a business combination transaction pursuant to which Merger Sub will merge with and into the Company (the “ Merger ”);

WHEREAS, the Board of Directors of the Company (the “ Company Board ”) by a unanimous vote (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of the Company and fair to, and in the best interests of, the Company and its stockholders and has approved and adopted this Agreement and declared its advisability and approved the Merger and the other transactions contemplated by this Agreement and (ii) on the terms and subject to the conditions set forth herein, has resolved to recommend the approval and adoption of this Agreement by the stockholders of the Company;

WHEREAS, the Board of Directors of Parent (the “ Parent Board ”) by a unanimous vote (i) on the terms and subject to the conditions set forth herein, has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Parent and fair to, and in the best interests of, Parent and its shareholders and has approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement and (ii) has resolved to recommend that the shareholders of Parent vote to approve (A) this Agreement, the Merger and the other transactions contemplated by this Agreement, (B) the issuance of ordinary shares, par value HK$0.01 per share, of Parent (“ Parent Ordinary Shares ”) underlying the Parent ADSs (as defined in Section 9.03(a) ) that will be issued to the stockholders of the Company pursuant to the terms of the Merger, (C) the issuance of the Substitute Options (as defined in Section 2.04 ) as set forth in Section 2.04 and the issuance of Parent Ordinary Shares underlying the Parent ADSs to be issued upon exercise of the Substitute Options, (D) the assumption of certain obligations under the Company Warrants (as defined below), the Company Convertible Notes (as defined below) and the Company Additional Share and Warrant Obligations (as defined below), the entry into any agreements in connection with such assumption and the issuance of Parent Ordinary Shares underlying the Parent ADSs to be issued upon conversion of the Company Warrants, the Company Convertible Notes and the Company Additional Share and Warrant Obligations (the matters in clauses (A), (B) and (C) being together referred to as the “ Share Issuance ”), (E) the adoption of the New Stock Option Plans (as defined in Section 2.04(a) ) (the “ New Stock Option Plans Adoption ”) and (F) the appointment of the Company Designated Directors (as defined in Section 6.14 ) as set forth in Section 6.14(a)(ii) (the “ Parent Board Appointments ”);

WHEREAS, for United States federal income tax purposes, the Merger is intended to qualify as a reorganization under the provisions of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “ Code ”), and that this Agreement shall be, and is hereby, adopted as a plan of reorganization within the meaning of Treasury Regulations Section 1.368-2(g).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:

SECTION 1.01   The Merger . Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the MBCA, at the Effective Time (as defined in Section 1.02 ), Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation of the Merger (the “ Surviving Corporation ”).

SECTION 1.02   Effective Time; Closing . Within two business days after the satisfaction or, if permissible, waiver of the conditions set forth in Article VII , the parties hereto shall cause the Merger to be consummated by filing articles of merger (the “ Articles of Merger ”) with the Secretary of State of the State of Minnesota, in such form as is required by, and executed in accordance with, the relevant provisions of the MBCA (the date and time of such filing of the Articles of Merger (or such later time as may be agreed by each of the parties hereto and specified in the Articles of Merger) being the “ Effective Time ”). Immediately prior to such filing of the Articles of Merger, a closing (the “ Closing ”) shall be held at the offices of Baker & McKenzie, 14/F., Hutchison House, 10 Harcourt Road, Hong Kong, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII .

SECTION 1.03   Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

SECTION 1.04   Articles of Incorporation; By-laws . a) At the Effective Time, the Articles of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation.

(b)   At the Effective Time, the By-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such By-laws.

SECTION 1.05   Directors and Officers . At the Effective Time, the Board of Directors of Merger Sub shall resign and H. Vance White, Stephen D. King, Mark D. Dacko, Norman D. Lowenthal, Kwong Jimmy Cheung Tim and Tse Wing Chiu, Ricky shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Articles of Incorporation and By-laws of the Surviving Corporation, and the officers of Merger Sub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal.

SECTION 1.06   Further Action . At and after the Effective Time, the officers and directors of Parent and the Surviving Corporation will be authorized to execute and deliver, in the name and on behalf of the Company and Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company and Merger Sub, any other actions and things necessary or advisable in the opinion of Parent to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

SECTION 2.01   Conversion of Securities . At the Effective Time, by virtue of the Merger and without any action on the part of any party:

(a)   each share of common stock, par value US$0.01 per share, of the Company (“ Company Common Stock ”) (all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time being hereinafter collectively referred to as the “ Company Shares ”) issued and outstanding immediately prior to the Effective Time (other than any Company Shares to be canceled pursuant to Section 2.01(b) ) shall be canceled and shall be converted automatically, subject to Section 2.02 , into the right to receive Parent ADSs issued in accordance with a deposit agreement to be entered into by and among Parent, a depositary bank, as Depositary, and the registered owners and holders from time to time of Parent ADSs (the “ Parent Deposit Agreement ”). The Parent ADSs may be evidenced by one or more Parent ADRs (as defined in Section 9.03(a) ). The Parent ADSs to be issued upon conversion of Company Shares pursuant to this Section 2.01(a) , any cash to be paid in lieu of fractional Parent ADSs as contemplated in Section 2.02(e) , and any Parent ADSs to be issued upon conversion or exercise of Substitute Warrants, Company Convertible Notes, Company Additional Share and Warrant Obligations and Substitute Options are referred to collectively as “ Merger Consideration .” As of the Effective Time, persons holding, immediately prior to the Effective Time, Company Shares, Company Warrants, Company Stock Options, Company Convertible Notes, Company Additional Share and Warrant Obligations and any other security convertible into capital stock of the Company shall receive their pro rata share of the Merger Consideration, calculated on a fully-diluted basis, subject to adjustment for any issuances of Company Shares after the date hereof by the Company and shall not hold, in the aggregate, more than 46% of the Parent Ordinary Shares (whether represented by ADRs or otherwise) on a fully-diluted basis. For the avoidance of doubt, the parties agree that the Merger Consideration shall consist of 33,452,863 Parent ADSs representing 3,345,286,315 newly issued Parent Ordinary Shares representing 46% of the Parent Ordinary Shares as of the Effective Time on a fully-diluted basis (upon giving effect to the Merger and the Share Issuance) and that the Merger Consideration will be allocated among all issued and outstanding shares of capital stock, options, warrants, convertible notes and other equity securities of the Company outstanding at the Effective Time, including any Company Shares that may be issued by the Company prior to the Effective Time. Such underlying Parent Ordinary Shares shall be in the same class and of the same ranking as currently outstanding Parent Ordinary Shares;

(b)   each Company Share held in the treasury of the Company and each Company Share owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time (collectively, the “ Excluded Company Shares ”) shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and

(c)   each share of common stock, par value US$0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value US$0.01 per share, of the Surviving Corporation (the “ Surviving Corporation Common Stock ”).

SECTION 2.02   Exchange of Certificates .

(a)   Exchange Agent . i) Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company as exchange agent (the “ Exchange Agent ”) for the purpose of accepting Certificates (as defined below) to be surrendered by holders of Company Shares in exchange for the Merger Consideration. Promptly after the Effective Time, the Surviving Corporation will mail, or shall cause the Exchange Agent to mail, to each person who was, at the Effective Time, a holder of record of Company Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a) : (A) a letter of transmittal, which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Company Shares (the “ Certificates” ) shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall have such other provisions as Parent may reasonably specify and (B) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal.

(ii)   At the Effective Time, Parent shall issue to and deposit with the Depositary, for the benefit of the holders of Company Shares converted into the right to receive Parent ADSs in accordance with Section 2.01(a) , Parent Ordinary Shares in an amount sufficient to permit the Depositary to deliver the number of Parent ADSs issuable pursuant to Section 2.01(a) . Parent shall cause the Depositary to deliver those Parent ADRs to the Exchange Agent for the benefit of the holders of Company Shares converted into the right to receive Parent ADSs in accordance with Section 2.01(a) . Any Parent Ordinary Shares made available to the Depositary pursuant to this Section 2.02(a) to be exchanged for Company Shares for which appraisal rights have properly been demanded shall be returned to Parent upon demand.

(b)   Exchange Procedures . Upon surrender to the Exchange Agent of a Certificate for cancellation, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and covering the Company Shares represented by such Certificate, and such other documents as may be required pursuant to the instructions to the letter of transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor (i) the number of whole Parent ADSs (excluding any fractional interest in Parent ADSs) to which such holder is entitled in respect of such Company Shares pursuant to Section 2.01(a) , and (ii) a check in the amount (after giving effect to any required Tax withholdings) equal to (A) any cash in lieu of fractional interests in Parent ADSs to which such holder is entitled pursuant to Section 2.02(e) and (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) , and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, certificates representing, in the aggregate, the proper number of Parent ADSs and a check in the amount equal to any cash in lieu of any fractional interest in Parent ADSs to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) may be issued to a transferee if the Certificate representing such Company Shares is presented to the Exchange Agent, properly endorsed and otherwise in proper form for transfer, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02 , each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Parent ADSs, cash in lieu of any fractional interest in Parent ADSs to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) . No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to this Article II .

(c)   Distributions with Respect to Unexchanged Shares . No dividends or other distributions declared or made after the Effective Time with respect to the Parent Ordinary Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Parent ADSs represented thereby, and no cash payment in lieu of any fractional interest in Parent ADSs shall be paid to any such holder pursuant to Section 2.02(e) , until the holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable Laws (as defined in Section 3.05(a) ), following surrender of any such Certificate, there shall be paid to the holder of whole Parent ADSs issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional interest in Parent ADSs to which such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to the Parent Ordinary Shares represented by such whole Parent ADSs, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to the Parent Ordinary Shares represented by such whole Parent ADSs.

(d)   No Further Rights in Company Shares . All Parent ADSs issued upon conversion of the Company Shares and the surrender of the Certificates in accordance with the terms hereof (including any cash paid pursuant to Section 2.02(c) or (e) ) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such Company Shares.

(e)   No Fractional ADSs . ii) No certificates or scrip representing fractional interests in Parent ADSs shall be issued upon the surrender for exchange of Certificates, and such fractional interests will not entitle the owner thereof to vote or to any other rights of a shareholder of Parent or a holder of Parent ADRs or Parent ADSs.

(ii)   As promptly as practicable following the Effective Time, the Exchange Agent shall determine the excess of (A) the number of whole Parent Ordinary Shares delivered to the Depositary by Parent pursuant to Section 2.02(a)(ii) over (B) the aggregate number of whole Parent Ordinary Shares represented by the Parent ADSs to be distributed to holders of Company Shares pursuant to Section 2.02(b) (such excess, as issued as Parent ADSs by the Depositary to the Exchange Agent, the “ Excess ADSs ”). As soon after the Effective Time as practicable, the Exchange Agent, as agent for the holders of Company Shares, who, but for the provisions of this Section 2.02(e) , would be entitled to fractional interests in Parent ADSs, shall sell the Excess ADSs on the American Stock Exchange LLC (“ AMEX ”), all in the manner provided in clause (iii) of this Section 2.02(e) .

(iii)   The sale of the Excess ADSs by the Exchange Agent shall be executed on the AMEX through one or more member firms of the National Association of Securities Dealers, Inc. (the “ NASD ”). Until the net proceeds of such sale or sales have been distributed to the holders of Company Shares who are entitled to receive such proceeds in lieu of fractional interests in Parent ADSs, the Exchange Agent will hold such proceeds in trust for the holders of such Company Shares (the “ Company Shares Trust ”). The Exchange Agent shall determine the portion of the Company Shares Trust to which each holder of Company Shares shall be entitled, if any, by multiplying the amount of the aggregate gross proceeds comprising the Company Shares Trust by a fraction, the numerator of which is the amount of the fractional share interest to which such holder of Company Shares is entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of Company Shares are entitled.

(iv)   As soon as practicable after the determination of the amount of cash, if any, to be paid to the holders of Company Shares in lieu of any fractional interest in Parent ADSs and subject to Section 2.02(i) below, the Exchange Agent shall make available such amounts to such holders of Certificates pursuant to Section 2.02(b) .

(f)   Adjustments to Exchange Ratio . The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Ordinary Shares, Parent ADSs or Company Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent ADSs, Parent Ordinary Shares or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

(g)   Termination of Unclaimed Exchange . Any Parent ADSs issuable or deliverable in respect of Certificates pursuant to this Article II and any cash in lieu of fractional interests in Parent ADSs payable pursuant to Section 2.02(e) , plus any cash dividends or other distributions that such holder has the right to receive pursuant to Section 2.02(c) , that remain unclaimed by any holders of Certificates one year after the Effective Time shall be returned to Parent and shall be held by or on behalf of Parent in an account or accounts in the United States designated for such purpose and on behalf of such holders of Certificates. Any Merger Consideration (including any cash in lieu of fractional interests in Parent ADSs payable pursuant to Section 2.02(e) , plus any cash dividends or other distributions that holders of unexchanged Certificates have the right to receive pursuant to Section 2.02(c) remaining unclaimed by holders of Certificates or Company Shares three years after the Effective Time (or such earlier date immediately prior to such time as such Merger Consideration (including any cash in lieu of fractional interests in Parent ADSs payable pursuant to Section 2.02(e) , plus any cash dividends or other distributions that holders of unexchanged Certificates have the right to receive pursuant to Section 2.02(c) would otherwise escheat to or become property of any Governmental Authority or as is otherwise provided by applicable Law) shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation or Parent, as Parent may determine, free and clear of any claims or interest of any person previously entitled thereto.

(h)   No Liability . Notwithstanding any provision of this Agreement to the contrary, none of the Exchange Agent, the Depositary, Parent or the Surviving Corporation shall be liable to any holder of Company Shares converted into the right to receive Parent ADSs for any such Company Shares (or dividends or distributions with respect thereto), or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law.

(i)   Withholding Rights . Each of the Surviving Corporation, the Exchange Agent and Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Shares converted into the right to receive Parent ADSs such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax Law. To the extent that amounts are so deducted or withheld by the Surviving Corporation, the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Shares converted into the right to receive Parent ADSs in respect of which such deduction or withholding was made by the Surviving Corporation, the Exchange Agent or Parent, as the case may be.

(j)   Lost Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Parent ADSs, any cash in lieu of fractional interests in Parent ADSs to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c) .

SECTION 2.03   Stock Transfer Books . At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Company Shares thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Company Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Shares, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent, the Surviving Corporation or Parent for any reason shall be converted into Parent ADSs, any cash in lieu of fractional interests in Parent ADSs to which the holders thereof are entitled pursuant to Section 2.02(e) and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.02(c) .

SECTION 2.04   Company Stock Options . iii) At the Effective Time, Parent shall issue Substitute Options in accordance with this Section 2.04 to all holders of options to purchase shares of Company Common Stock (the “ Company Stock Options ”) outstanding, whether or not exercisable and whether or not vested, due to acceleration of the Company Stock Options or otherwise, immediately prior to the Effective Time under the Meteor Industries, Inc. 1993 Employee Stock Option Plan, the Meteor Industries, Inc. 1997 Incentive Equity Plan, the Company 1998 Incentive Equity Plan, the Company 1999 Employee Stock Option Plan, the 2000 Director Stock Option Plan, the 2001 Employee Stock Option Plan, the 2003 Director Stock Option Plan and the 2007 Stock Incentive Plan and any other employee or director stock option plan or stock option agreement whether or not issued under a plan (collectively, the “ Company Stock Option Plans ”). Parent shall issue the Substitute Options under the terms of the new stock option plans to be adopted by Parent at the Parent Shareholders’ Meeting (the “ New Stock Option Plans ”) to replace each of the Company Stock Option Plans. The Company shall take all necessary action, including using its good faith efforts to obtain the consent of any holder of Company Stock Options to the extent obtaining such consent is necessary under the terms of the Company Stock Option Plan, to implement the terms and conditions of the New Stock Option Plans and such terms and conditions shall be substantially similar in all material respects with the terms and conditions of each of the Company Stock Option Plans, provided that the New Stock Option Plans shall differ from the terms and conditions of the Company Stock Option Plans to the extent necessary to comply with applicable Hong Kong and Bermuda Laws and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ HKSE Listing Rules ”). The Company shall use reasonable efforts to take all necessary action, including obtaining the consent of any holder of Company Stock Options, to implement the substitution of the Company Stock Options with Substitute Options pursuant to the terms of the New Stock Option Plans and in accordance with this Section 2.04 . At the Effective Time, (a) each Company Stock Option shall be substituted by Parent with a Substitute Option in such manner that Parent (A) is a corporation “issuing a stock option in a transaction to which Section 424(a) applies” within the meaning of Section 424 of the Code and the regulations thereunder (whether or not Section 424 of the Code applies) or (B), to the extent that Section 424 of the Code does not apply to any such Company Stock Option, would be such a corporation were Section 424 of the Code to apply to such Company Stock Option, and (b) each Substitute Option shall entitle its holder to acquire, on substantially the same terms and conditions as were applicable to the Company Stock Option for which the Substitute Option was substituted, (A) a number of Parent Ordinary Shares equal to the product (rounded down to the nearest whole Parent Ordinary Share) of (1) the number of shares of Company Common Stock that were issuable upon exercise of the related Company Stock Option immediately prior to the Effective Time multiplied by (2) the Exchange Ratio and (B) the per share exercise price of each Substitute Option shall be equal to the quotient (rounded up to the nearest cent) arrived at by dividing (1) the per share exercise price of each related Company Stock Option by (2) the Exchange Ratio (each, a “ Substitute Option ”); provided , however , that, upon exercise of a Substitute Option, the holder thereof shall receive a number of Parent ADSs (rather than Parent Ordinary Shares) equal to the number of Parent Ordinary Shares subject to the Substitute Option divided by 100 (rounded down to the nearest whole Parent ADS) and provided   further that, notwithstanding anything to the contrary in this Section 2.04(a) , the per share exercise price of the Substitute Options may be adjusted to comply with requirements of the HKSE Listing Rules.

(b)   Subject to the approval of the shareholders of Parent, Parent shall take all corporate action necessary to make available for issuance a sufficient number of Parent Ordinary Shares to be issued upon exercise of the Substitute Options granted in accordance with this Section 2.04 .

(c)   As soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, to each person receiving a Substitute Option as a result of the Merger an appropriate notice setting forth such holder’s rights pursuant thereto. Parent shall also take such action that it deems appropriate for the Company Stock Options that are intended to be exempt from the application of Section 409A of the Code to be adjusted as Substitute Options in a manner that complies with Treasury Regulation § 1.409A-1(b)(5)(v)(D). Parent shall ensure, to the extent required by, and subject to the provisions of, the Company Stock Option Plans, that Company Stock Options that qualified as incentive stock options under Section 422 of the Code prior to the Effective Time shall be substituted by Substitute Options that qualify as incentive stock options under Section 422 of the Code after the Effective Time in a manner compliant with the provisions of Section 409A of the Code and the regulations thereunder. As soon as practicable after the Effective Time, the Parent Ordinary Shares subject to Substitute Options shall be covered by an effective registration statement on Form S-8 and Form F-6 (or any successor form) or another appropriate form, and Parent shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements for so long as Substitute Options remain outstanding. In addition, Parent shall use reasonable best efforts to cause the Parent Ordinary Shares subject to the Substitute Options or underlying any Parent ADSs to be issued upon exercise of the Substitute Options to be listed on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”), and to cause any Parent ADSs to be issued upon exercise of the Substitute Options to be listed on the AMEX.

SECTION 2.05   Company Warrants . b) At the Effective Time, Parent shall issue Substitute Warrants (as defined below) in accordance with this Section 2.05 to all holders of warrants to acquire shares of Company Common Stock (the “ Company Warrants ”) outstanding, whether or not exercisable and whether or not vested, immediately prior to the Effective Time. Parent shall issue the Substitute Warrants to replace each of the Company Warrants. The terms and conditions of the Substitute Warrants shall be substantially similar in all material respects with the terms and conditions of each of the Company Warrants, provided that the Substitute Warrants shall differ from the terms and conditions of the Company Warrants to the extent necessary to comply with applicable Hong Kong and Bermuda Laws and the HKSE Listing Rules. The Company shall use reasonable efforts to take all necessary action, including obtaining the consent of any holder of Company Warrants, to implement the substitution of the Company Warrants with Substitute Warrants. At the Effective Time, each Substitute Warrant shall entitle its holder to acquire, on substantially the same terms and conditions as were applicable to the Company Warrant for which the Substitute Warrant was substituted, (A) a number of Parent Ordinary Shares equal to the product (rounded down to the nearest whole Parent Ordinary Share) of (1) the number of shares of Company Common Stock that were issuable upon exercise of the related Company Stock Warrant immediately prior to the Effective Time multiplied by (2) the Exchange Ratio and (B) the per share exercise price of each Substitute Warrant shall be equal to the quotient (rounded up to the nearest cent) arrived at by dividing (1) the per share exercise price of each related Company Warrant by (2) the Exchange Ratio (each, a “ Substitute Warrant ”); provided , however , that, upon exercise of a Substitute Warrant, the holder thereof shall receive a number of Parent ADSs (rather than Parent Ordinary Shares) equal to the number of Parent Ordinary Shares subject to the Substitute Warrant divided by 100 (rounded down to the nearest whole Parent ADS).

(b)   Subject to the approval of the shareholders of Parent, Parent shall take all corporate action necessary to make available for issuance a sufficient number of Parent Ordinary Shares to be issued upon exercise of the Substitute Warrants issued in accordance with this Section 2.05 .

(c)   As soon as practicable after the Effective Time, Parent shall deliver, or cause to be delivered, to each person receiving a Substitute Warrant as a result of the Merger an appropriate notice setting forth such holder’s rights pursuant thereto.

SECTION 2.06   Section 16 . On or after the date of this Agreement and prior to the Effective Time, each of Parent and the Company shall take all necessary action such that, with respect to each member of the Company Board and each employee of the Company that is subject to Section 16 of the Exchange Act, the acquisition by such person of Parent ADSs in the Merger and the disposition by any such person of Parent ADSs pursuant to the transactions contemplated by this Agreement shall be exempt from the short-swing profit liability rules of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder.

SECTION 2.07   Appraisal Rights . In accordance with Sections 302A.471 and 302A.473 of the MBCA, dissenters’ rights shall be available to holders of Company Common Stock in connection with the Merger. As a result, notwithstanding Section 2.01 of this Agreement, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly exercised his or her demand for dissenters’ rights under, and complies in all material respects with, Sections 302A.471 and 302A.473 of the MBCA (the “ Dissenting Shares ”) shall not be converted into the right to receive the Merger Consideration as of the Effective Time, but the holders of Dissenting Shares shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 302A.471 and 302A.473 of the MBCA; provided however , that if any such holder shall have failed to perfect or otherwise shall effectively waive, withdraw or lose the right to a court determination of the fair value and payment under the MBCA or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Sections 302A.471 and 302A.473 of the MBCA, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Sections 302A.471 and 302A.473 of the MBCA shall cease to exist and such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive, without interest, the Merger Consideration and such shares shall be deemed not be Dissenting Shares. The Company shall give Parent (a) prompt notice of any notices or demands of payment for shares of Company Common Stock received by the Company and (b) the opportunity to participate in all negotiations and proceedings with respect to such notices or demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate any demands for appraisal or payment for shares of Company Common Stock. Notwithstanding anything to the contrary contained in this Section 2.07 , if this Agreement is terminated prior to the Effective Time, then the right of any holders of Dissenting Shares to be paid the fair market value of such holder’s Dissenting Shares pursuant to the MBCA shall cease.

Except as set forth in the Company Disclosure Schedule that has been prepared by the Company and delivered by the Company to Parent in connection with the execution and delivery of this Agreement (the “ Company Disclosure Schedule ”) (which Company Disclosure Schedule shall be arranged in sections corresponding to the sections of this Article III , and any information disclosed in any such section of the Company Disclosure Schedule shall be deemed to be disclosed only for purposes of the corresponding section of this Article III , unless it is reasonably apparent that the disclosure contained in such section of the Company Disclosure Schedule applies to other representations and warranties contained in this Article III) , the Company hereby represents and warrants to Parent that:

SECTION 3.01   Corporate Organization . c) Each of the Company and each subsidiary of the Company (each a “ Company Subsidiary ”) is a corporation or other organization duly organized, validly existing and, where applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the Merger or any of the transactions contemplated by this Agreement (the Merger and such transactions are referred to herein collectively as the “ Transactions ”) or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect (as defined in Section 9.03(a) ). The Company and each Company Subsidiary is duly qualified or licensed to do business, and, where applicable, is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed and in good standing could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

(b)   A true and complete list of all the Company Subsidiaries, together with the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of the outstanding capital stock of each Company Subsidiary owned by the Company and each other Company Subsidiary, is set forth in Section 3.01(b) of the Company Disclosure Schedule. Except as set forth in Section 3.01(b) of the Company Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

(c)   No order (including administrative order) has been made or petition presented that remains outstanding or resolution passed for the winding up, liquidation, dissolution of the Company or any Company Subsidiary or the appointment of a provisional liquidator to, or a liquidation committee of the Company or any Company Subsidiary. No receiver or receiver and manager has been appointed of the whole or part of the Company’s or any Company Subsidiary’s business or assets. No distress, execution or other process has been levied on any of the Company’s or any Company Subsidiary’s assets. Neither the Company nor any Company Subsidiary has applied for conciliation in order to settle its debts. No liquidation committee has been appointed by the Company or any Company Subsidiary, any court or any other authority or person for the purpose of liquidating the business or assets of the Company or any Company Subsidiary or any part thereof. No meeting of the creditors of the Company or any Company Subsidiary has been held or is in prospect, no voluntary arrangement or compromise or arrangement has been proposed with the creditors of the Company or any Company Subsidiary; no ruling declaring the bankruptcy of the Company or any Company Subsidiary has been made and no public announcement in respect of the same has been pronounced by any court of competent jurisdiction; and there is no unfulfilled or unsatisfied judgment or order of any court of competent jurisdiction outstanding against the Company or any Company Subsidiary; and there has been no delay by the Company or any Company Subsidiary in the payment of any obligation due for payment except in the ordinary course of business.

(d)   Neither the Company nor any Company Subsidiary is insolvent or unable to pay its debts, no receiver or receiver and manager has been appointed by any person of its business or assets or any part thereof, no power to make any such appointment has arisen, neither the Company nor any Company Subsidiary has taken any steps to enter liquidation and there are no grounds on which a petition or application could be based for the winding up or appointment of a receiver of the Company or any Company Subsidiary.

SECTION 3.02   Certificate of Incorporation and By-laws . d) The Company has made available to Parent or its counsel a complete and correct copy of the Certificate of Incorporation and the By-laws or equivalent organizational documents, each as amended to date, of the Company and each Company Subsidiary. Such Certificates of Incorporation, By-laws or equivalent organizational documents are in full force and effect. Neither the Company nor any Company Subsidiary is in violation of any of the provisions of its Certificate of Incorporation, By-laws or equivalent organizational documents and none of the activities, agreements, commitments or rights of the Company or any Company Subsidiary is ultra vires or unauthorized, except where such violations could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

(b)   The Company and each Company Subsidiary has, at all times, carried on its operations and conducted its affairs in all material respects in accordance with its Certificate of Incorporation and By-laws or equivalent organizational documents.

SECTION 3.03   Capitalization . e) The authorized capital stock of the Company consists of (i) 150,000,000 shares of Company Common Stock, and (ii) 365,000 shares of preferred stock, par value US$1.00 per share (“ Company Preferred Stock ”), of which all 365,000 shares have been designated Series B Convertible Preferred Stock. As of April 18, 2007, (i) 104,251,674 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable, (ii) no shares of Company Common Stock were held in the treasury of the Company, (iii) no shares of Company Common Stock were held by subsidiaries of the Company, (iv) 14,532,000 shares of Company Common Stock were reserved for future issuance pursuant to outstanding Company Stock Options and other purchase rights (the “ Company Stock Awards ”) granted pursuant to the Company Stock Option Plans and other agreements, (v) 21,798,833 shares of Company Common Stock were reserved for issuance upon exercise of the Company Warrants, (vi) 3,000,000 shares of Company Common Stock were reserved for future issuance upon conversion of the Company Convertible Notes issued and to be issued to China Gold, LLC, a Kansas limited liability company, under a Convertible Notes Purchase Agreement dated April 10, 2007 among the Company and China Gold LLC (the “ Company Notes Purchase Agreement ”), pursuant to which the Company agreed to sell China Gold LLC up to an aggregate of US$25,000,000 in 8.25% secured convertible promissory notes due 2012 (the “ Company Convertible Notes ”), and (vii) 4,620,000 shares of Company Common Stock were reserved for issuance under an asset purchase agreement to purchase the Bates-Hunter Mine by and among the Company and Hunter Gold Mining Corporation, Hunter Gold Mining Inc., Central City Consolidated Mining Corp., and George Otten, and other arrangements with investors (the “ Company Additional Share and Warrant Obligations ”). Under the terms of the Company Notes Purchase Agreement, China Gold LLC purchased an initial Company Convertible Note in the principal amount of US$3,000,000, and agreed to purchase additional Company Convertible Notes in the aggregate minimum amount of US$9,000,000 and, in the discretion of China Gold LLC and the Company, up to an aggregate maximum amount of US$22,000,000 within 12 months from date of the Convertible Notes Purchase Agreement. Pursuant to the terms of the Company Convertible Notes, all Company Convertible Notes shall automatically convert into shares of Company Common Stock immediately prior to the Effective Time. As of the date of this Agreement, no shares of Company Preferred Stock are issued and outstanding. Except as set forth in this Section 3.03 , there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of, or other equity interests in, the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Company Subsidiary and, to the extent that any such rights, agreements, arrangements or commitments previously existed, the Company has no continuing or existing liability or obligation with respect thereto. The Company has not adopted, approved or entered into, or proposed to adopt, approve or enter into, any stockholder “rights plan,” “poison pill” plan or comparable plan or arrangement. Except for the Company Convertible Notes, there are no bonds, debentures, notes or other indebtedness of the Company having the right (or convertible into, or exchangeable for, securities having the right) to vote on any matter on which holders of shares of Company Common Stock may vote. Section 3.03(a) of the Company Disclosure Schedule sets forth the following information with respect to each Company Stock Award outstanding as of the date of this Agreement: (i) the name of the Company Stock Award recipient; (ii) the particular plan pursuant to which such Company Stock Award was granted; (iii) the number of shares of Company Common Stock subject to such Company Stock Award; (iv) the exercise or purchase price of such Company Stock Award; (v) the date on which such Company Stock Award was granted; (vi) the applicable vesting schedule; (vii) the date on which such Company Stock Award expires; and (viii) whether the exercisability of or right to repurchase of such Company Stock Award will be accelerated in any way by the Transactions, and indicates the extent of acceleration. The Company has made available to Parent or its counsel or has filed with the SEC accurate and complete copies of all (A) Company Stock Option Plans pursuant to which the Company has granted the Company Stock Awards that are currently outstanding and the form of all stock award agreements evidencing such Company Stock Awards, (B) the Company Notes Purchase Agreement and the Company Convertible Notes, (C) the Company Warrants and (D) any agreements related to the Company Additional Share and Warrant Obligations. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of Company Common Stock or any capital stock of any Company Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary or any other person. There are no shares of Company Common Stock outstanding that are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Stock Award as a result of the Merger. All outstanding shares of Company Common Stock, all outstanding Company Stock Awards, and all outstanding shares of capital stock of each Company Subsidiary have been issued and granted in compliance with (i) all applicable securities laws and other applicable Laws, rules and regulations and (ii) all requirements set forth in applicable contracts. With respect to the Company Stock Options, (A) each grant of a Company Stock Option was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms to be effective (the “ Company Grant Date ”) by all necessary corporate action, including, as applicable, approval by the Company Board (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (B) each such grant was made in accordance with the terms of the applicable Company Stock Option Plan, the Exchange Act and all other applicable Laws, (C) the per share exercise price of each Company Stock Option was equal to the fair market value of a share of Company Common Stock on the applicable Company Grant Date and (D) each such grant was properly accounted for in accordance with US GAAP in the audited financial statements included in the Company SEC Reports (as defined in Section 3.07(a)) and disclosed in the Company SEC Reports in accordance with the Exchange Act and all other applicable Laws.

(b)   Each outstanding share of capital stock of each Company Subsidiary is duly authorized, validly issued, fully paid and nonassessable, and each such share is owned by the Company or another Company Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any Company Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever.

(c)   On and after the Effective Time, no person shall have any rights whatsoever to acquire Company Common Stock, and without prejudice to the generality of the foregoing, all Company Preferred Stock, Company Stock Options, Company Additional Share and Warrant Obligations, Company Convertible Notes and Company Warrants shall either have been terminated, converted into the right to receive the Merger Consideration or substituted by Substitute Options, Company Additional Share and Warrant Obligations or Substitute Warrants, as applicable, in accordance with the terms of this Agreement, such that none of the Company, Merger Sub, the Surviving Corporation or Parent shall have any liability with respect thereto.

SECTION 3.04   Authority Relative to This Agreement . The Company has all legal right and all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions subject to, in the case of the Merger, the receipt of the Company Stockholders’ Approval (as defined in Section 3.18(b) ). The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of the Company (subject in the case of the Merger, to the receipt of the Company Stockholders’ Approval), and the person who will execute this Agreement and any ancillary agreements on behalf of the Company has all power and authority to do so on behalf of the Company. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the receipt of the Company Stockholders’ Approval, and the filing and recordation of appropriate merger documents as required by the MBCA). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). The Company Board has approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Sections 302A.671 or 302A.673 of the MBCA shall not apply to the Merger or any of the Transactions. No other state takeover statute is applicable to the Merger or the other Transactions.

SECTION 3.05   No Conflict; Required Filings and Consents . f) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or any equivalent organizational documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Sections 3.04 and 3.05(b) have been obtained and all filings and obligations described in Section 3.05(b) have been made, conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order at the national, provincial or local level (“ Law ”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their assets or properties is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

(b)   The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, require the Company to obtain any consent, approval, authorization or permit of, or to file with or to notify, any United States federal, state, county or local or non-United States government, governmental (at the national, provincial or local level), regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, or judicial or arbitral body (a “ Governmental Authority ”), except (i) applicable requirements, if any, of the Securities Act of 1933, as amended (the “ Securities Act ”), the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and state securities or “blue sky” laws (“ Blue Sky Laws ”), (ii) the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation, (iii) the filing and recordation of appropriate merger documents as required by the MBCA and the relevant authorities of other jurisdictions in which the Company is qualified to do business, and (iv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

SECTION 3.06   Permits; Compliance . g) Each of the Company and the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or such Company Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the “ Company Permits ”), except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. All of the Company Permits are valid and subsisting, and are in full force and effect, and the Company and the relevant Company Subsidiary is not in breach of any of the terms or conditions of any of the Company Permits, there are no factors or circumstances that might result in any restrictions or special conditions being placed on any of them or might in any way materially prejudice the continuation or renewal or might lead to the suspension, cancellation, refusal, modification or revocation of any of the Company Permits, except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary is in conflict with, or in default, breach or violation of, (a) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit, franchise or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound, except for any such conflicts, defaults, breaches or violations that could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

(b)   The Company is not, and upon the consummation of the Merger and the Transactions as herein contemplated will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940 (the “ Investment Company Act ”).

(c)   There is no outstanding dispute with, or outstanding proceeding, notice, decree, judgment, fine or penalty of or imposed by, any Governmental Authority in relation to the Company or any Company Subsidiary or its operation which has been notified or deemed to be notified to the Company or any Company Subsidiary under applicable Laws which could reasonably be expected to have a Company Material Adverse Effect. There is no outstanding investigation or inquiry by any Governmental Authority on the Company or any Company Subsidiary or its operations nor is there any investigation, inquiry, proceeding, notice, decree, judgment, fine or penalty anticipated against the Company or any Company Subsidiary or persons for whose acts or defaults the Company or any Company Subsidiary may be vicariously liable which has had or could reasonably be expected to have a Company Material Adverse Effect.   There is no outstanding notice or other communication, actual or potential violation, failure to comply with any applicable Laws or constitutional documents or failure to comply with the standards of regulatory compliance applied in the conduct of each of the Company’s and Company Subsidiary’s operations, internal organization, risk management disciplines or other relevant control functions in respect of each of the Company’s and Company Subsidiary’s operations which in any case has had, or could reasonably be expected to have, a Company Material Adverse Effect.

SECTION 3.07   SEC Filings; Financial Statements . h) The Company has at all times complied with its obligations under the Securities Act and the Exchange Act and has at all times complied with all Laws, rules and regulations governing companies whose shares are quoted by market makers on the OTCBB, and the Company has filed, announced, furnished, published or dispatched all forms, reports and documents required to be filed, announced, furnished, published or dispatched by it with the Securities and Exchange Commission (the “ SEC ”) since January 1, 2004 (as such documents have been amended prior to the date hereof, collectively, the “ Company SEC Reports ”). As of their respective dates, the Company SEC Reports (i) complied in all material respects in accordance with either the requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act of 2002 (“ SOX ”), as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Company Subsidiary is, or ever has been, required to file any form, report or other document with the SEC.

(b)   The Company has not received any notice from the SEC alleging any breach or failure to comply, by it or any Company Subsidiary, of or with any aspect of the Securities Act, SOX or the Exchange Act or any rules, regulations or laws governing or applying to it, which remains subsisting and outstanding, and there are no circumstances or events based on which any such notice may be given.

(c)   Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports was prepared in accordance with applicable United States generally accepted accounting principles (“ US GAAP ”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by the SEC on Form 10-Q, Form 8-K or any similar or successor form) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except that the unaudited interim financial statements may not contain footnotes and as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments).

(d)   The consolidated financial statements of the Company have disclosed and made full provision or reserve for or notice all contingent, unquantified or disputed liabilities, capital or burdensome commitments. Except as and to the extent set forth on the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as at December 31, 2006 , including the notes thereto, neither the Company nor any Company Subsidiary has any liability, loan, guarantee, undertaking, commitments on capital account, unusual liabilities or obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet prepared in accordance with US GAAP, except for liabilities and obligations (i) incurred in the ordinary course of business and in a manner consistent with past practice since   December 31, 2006   and (ii)   which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect.

(e)   The Company has made available to Parent or its counsel all comment letters received by the Company from the SEC or the staff thereof since January 1, 2004 and all responses to such comment letters filed by or on behalf of the Company. As of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the Company SEC Reports.

(f)   Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by (x) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (y) 15 U.S.C.. Section 7241 and 18 U.S.C. Section 1350 (Sections 302 and 906 of SOX) with respect to the Company SEC Reports, and the statements contained in such certifications are complete and accurate. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act; such controls and procedures are designed to ensure that material information concerning the Company and the Company Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s SEC filings and other public disclosure documents.

(g)   The Company maintains a system of accounting established and administered in accordance with US GAAP. The Company and the Company Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with US GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(h)   Since January 1, 2004, neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any written or formal complaint, allegation or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. No attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or officer of the Company. Since January 1, 2004, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by SOX.

(i)   To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Company nor any Company Subsidiary nor any officer, employee, contractor, subcontractor or agent of the Company or any such Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. § 1514A(a).

(j)   There are no Liens, debentures, encumbrances or unusual liabilities given, made or incurred by or on behalf of the Company or any Company Subsidiary (and, in particular but without limiting to the foregoing, no loans have been made by or on behalf of the Company or such Company Subsidiary to any of its or directors or shareholders of other Company Subsidiary) and no person has given any overdraft, loan or loan facility granted to the Company or such Company Subsidiary.

(k)   Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Reports.

SECTION 3.08   Absence of Certain Changes or Events . Since   December 31, 2006, except as contemplated by this Agreement, (a) the Company and the Company Subsidiaries have conducted their businesses only in the ordinary course of business and in a manner consistent with past practice, (b) there has not been any event, circumstance, change or effect that, individually or in the aggregate, has had, constitutes or could reasonably be expected to have, a Company Material Adverse Effect, and (c) none of the Company or any Company Subsidiary has taken any action that, if taken after the date of this Agreement, would constitute a material breach of any of the covenants set forth in Section 5.01 .

SECTION 3.09   Absence of Litigation . There is no litigation, suit, claim, action, proceeding or investigation (an “ Action ”) pending or, to the knowledge of the Company, threatened in writing against the Company or any Company Subsidiary, or any property or asset of the Company or any Company Subsidiary, before any Governmental Authority that (a) individually or in the aggregate, has had, or could reasonably be expected to have, a Company Material Adverse Effect or (b) seeks to materially delay or prevent the consummation of any of the Transactions. Neither the Company nor any Company Subsidiary nor any material property or asset of the Company or any Company Subsidiary is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of the Company, continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, that could reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or could reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

SECTION 3.10   Employee Benefit Plans . i) Section  3.10(a) of the Company Disclosure Schedule lists each of the following plans to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any material obligation or liability or that are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Company Subsidiary:

(i)   all employee benefit plans (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), including all retirement benefits, pension, provident, superannuation and all deferred compensation, retiree medical or life insurance, supplemental retirement, severance and other material benefit plans, programs or arrangements (collectively, the “ ERISA Plans ”);

(ii)   each other plan providing compensation (other than salaries or wages), benefits or perquisites that are not included in the preceding paragraph (i), including without limitation any bonus, stock option, stock purchase, restricted stock, incentive, vacation pay and sick pay plans; all employment, termination, and other material similar contracts or agreements (including, without limitation, any such contracts or agreements relating to a sale of the Company or any Company Subsidiary or the consummation of any Transaction), any employee benefit plan described in the preceding paragraph (i) that is not governed by any provision of ERISA; and all other personnel policies, practices and procedures (collectively, the “ Compensation Plans ”); and

(iii)   any “cafeteria plan” or transportation fringe plan governed by Code Section 125 or Code Section 132(f) (a “ Flexible Benefit Plan ”).

For purposes of this Agreement, the ERISA Plans, the Compensation Plans and any Flexible Benefit Plans are collectively referred to as the “ Company Plans .”

(b)   With respect to each Company Plan that is subject to United States Law (a “ U.S. Company Plan ”), the Company has provided Parent or its counsel with a true and complete copy of (i) each U.S. Company Plan document; (ii) the most recently filed Internal Revenue Service (“ IRS ”) Form 5500, if any, relating to such U.S. Company Plan that is an ERISA Plan; (iii) the most recent summary plan description for each U.S. Company Plan for which a summary plan description is required by applicable Law; (iv) the most recently received determination letter, if any, issued by the IRS with respect to any U.S. Company Plan that is an ERISA Plan intended to qualify under Section 401(a) of the Code; and (v) the most recently prepared actuarial report or financial statement, if any, relating to a U.S. Company Plan that is an ERISA Plan. With respect to each Company Plan that is not subject to United States Law (a “ Non-U.S. Company Plan ”), the Company has provided Parent or its counsel with a true and complete copy of each Non-U.S. Company Plan document and each material document, if any, prepared in connection with each Non-U.S. Company Plan, including, but not limited to, a copy of the deed of trust, rules and all booklets and announcements describing the benefits (or any proposed changes to the benefits) of the relevant Non-U.S. Company Plan and all other documents, records and materials relating to the establishment and operation of the Non-U.S. Company Plan.

(c)   None of the Company, any Company Subsidiary or any Company ERISA Affiliate maintains, contributes to or has any liability with respect to a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a “ Multiemployer Plan ”), a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which liability under Section 4063 or 4064 of ERISA could be incurred (a “ Multiple Employer Plan ”), an ERISA Plan for which the Company or any Company Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, or an ERISA Plan in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) of ERISA. Except as set forth in Section 3.10(c) of the Company Disclosure Schedule, none of the U.S. Company Plans (i) provides for the payment of separation, severance, termination or similar-type benefits to any person, (ii) obligates the Company or any Company Subsidiary to pay separation, severance, termination or similar-type benefits solely or partially as a result of any Transaction or (iii) obligates the Company or any Company Subsidiary to make any payment or provide any benefit as a result of a “change in control”, within the meaning of such term under Section 280G of the Code. No payment under a U.S. Company Plan will result in an excess parachute payment to any employee within the meaning of Section 280G of the Code as a result of any Transaction. None of the U.S. Company Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of the Company or any Company Subsidiary, except as required by applicable Law. The Company, each Company Subsidiary and each Company ERISA Affiliate have complied in all material respects with the requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state Law (“COBRA”) and, to the extent applicable, with the privacy, security and other provisions of the Health Insurance Portability and Accountability Act of 1996.

(d)   Each U.S. Company Plan has been maintained, funded and administered in accordance with its terms and the requirements of all applicable Laws, including, without limitation and where applicable, ERISA and the Code, except where such non-compliance could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or in violation of, and have no knowledge of any material default or violation by any party to, any U.S. Company Plan. No Action is pending or, to the knowledge of the Company, threatened with respect to any U.S. Company Plan (other than claims for benefits in the ordinary course) that could reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect and, to the knowledge of the Company, no fact or event exists that could reasonably be expected to give rise to any such Action.

(e)   Each U.S. Company Plan that is an ERISA Plan intended to be qualified under Section 401(a) of the Code has timely applied for or received a favorable determination letter from the IRS covering all of the provisions applicable to the U.S. Company Plan for which determination letters are currently available that the U.S. Company Plan is so qualified or may rely on an opinion or advisory letter issued to a master or prototype or volume submitter provider with respect to the tax-qualified status of such U.S. Company Plan. Each U.S. Company Plan which is a nonqualified deferred compensation plan, within the meaning of Section 409A of the Code, has been operated in good faith compliance with the requirements of Section 409A of the Code (or an available exemption therefrom) such that amounts of compensation deferred thereunder will not be subject to the additional tax under Section 409A(a)(1)(B)(ii) of the Code, if such plan is timely amended, to the extent required under the Treasury Regulations issued pursuant to Code Section 409A.

(f)   Except for matters that, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect, there has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any U.S. Company Plan. None of the Company, any Company Subsidiary or any Company ERISA Affiliate has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including, without limitation, any liability in connection with (i) the termination or reorganization of any ERISA Plan subject to Title IV of ERISA, or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no fact or event exists that would give rise to any such liability.

(g)   Other than the Company Plans set out in Section 3.10(a) , the Company has no obligation (whether legally binding or established by custom) to pay any pension, allowance or gratuity or make any other payment on termination of service, death or retirement or to make any payment for the purpose of providing any similar benefits to or in respect of any person who is now or has been an officer or employee of the Company or any spouse or dependant of any such person and is not a party to any scheme or arrangement having as its purpose or one of its purposes the making of such payments or the provision of such benefits.

(h)   With respect to each Non-U.S. Company Plan:

(i)   each Non-U.S. Company Plan has been maintained and administered in compliance with all applicable Laws, except where such non-compliance could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect;

(ii)   the Company and the trustee of the relevant Non-U.S. Company Plan have duly complied with their respective obligations under the trust deeds and rules thereof and under all relevant Laws and regulations;

(iii)   all recommendations in any reports, actuarial or otherwise, relating to the Non-U.S. Company Plan which have been received by the Company or the trustees within the three years immediately preceding the date hereof have been complied with in full;

(iv)   all employer and employee contributions to each Non-U.S. Company Plan required by Law or by the terms of such Non-U.S. Company Plan have been made, or, if applicable, accrued in accordance with the standard accounting practices applicable in the local jurisdiction, and a pro rata contribution for the period prior to and including the date of this Agreement has been made or accrued;

(v)   the fair market value of the assets of each funded Non-U.S. Company Plan, the liability of each insurer for any Non-U.S. Company Plan funded through insurance or the book reserve established for any Non-U.S. Company Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis (actual or contingent) accrued to the date of this Agreement with respect to all current and former participants under such Non-U.S. Company Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Non-U.S. Company Plan, and no Transaction shall cause such assets or insurance obligations to be less than such benefit obligations; provided that a Non-U.S. Company Plan that is maintained solely pursuant to applicable foreign Law and sponsored by a Governmental Authority shall not be subject to this paragraph;

(vi)   none of the grants, subsidies, concessions and/or allowances that have been received by the Company or any Company Subsidiary from any Governmental Authority, with respect to employment of employees, are liable to be repaid or revoked in whole or in part as a result of the entry into or the completion of this Agreement or the Transactions;

(vii)   each Non-U.S. Company Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and, except as could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, each Non-U.S. Company Plan is now and always has been operated in compliance with all applicable non-United States Laws;

(viii)   all deductions and payments required to be made by Parent or any Parent Subsidiary in respect of Central Provident Scheme contributions (including employer’s and employees’ contributions) in relation to the remuneration of its employees to any relevant competent authority have been so made; and

(ix)   except as set forth in Section 3.10(h)(ix) of the Company Disclosure Schedule, none of the Non-U.S. Company Plans (A) provides for the payment of material separation, severance, termination or similar-type benefits to any person, (B) obligates the Company or any Company Subsidiary to pay material separation, severance, redundancy, termination, long service payment or similar-type benefits solely or partially as a result of any Transaction, or (C) obligates the Company or any Company Subsidiary to make any material payment or provide any material benefit as a result of a change in control under applicable Law. None of the Non-U.S. Company Plans provides for or promises material retiree medical, disability or life insurance benefits to any current or former employee, officer or director of the Company or any Company Subsidiary, except as required by applicable Law.

SECTION 3.11   Labor and Employment Matters. i) Except as set forth in Section 3.11 of the Company Disclosure Schedule or as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect:

(i)   there are no controversies, charges and proceedings pending or, to the knowledge of the Company, threatened between the Company or any Company Subsidiary and any of their respective employees;

(ii)   neither the Company nor any Company Subsidiary is a party to or is bound by any collective bargaining agreement or other similar agreement with any labor organization applicable to persons employed by the Company or any Company Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees;

(iii)   there are no unfair labor practice complaints pending against the Company or any Company Subsidiary before the National Labor Relations Board or any current union representation questions involving employees of the Company or any Company Subsidiary; and

(iv)   there is no strike, slowdown, work stoppage or lockout, or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any Company Subsidiary.

(b)   Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect:

(i)   the Company and the Company Subsidiaries are in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining, labor relations, immigration, employment and employment practices, the terms and conditions of employment, employment standards, equal employment opportunity, family and medical leave, occupational health and safety and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company or any Company Subsidiary and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing;

(ii)   the Company and the Company Subsidiaries have paid in full to all employees or adequately accrued for in accordance with US GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees and there is no claim with respect to payment of wages, salary, overtime pay or damages for wrongful or unreasonable dismissal that has been asserted or is now pending or threatened before any Governmental Authority with respect to any persons currently or formerly employed by the Company or any Company Subsidiary, and no circumstances have arisen under which the Company and the Company Subsidiaries are likely to be required to make any statutory severance, redundancy, long service payment and any other payment or compensation under any employment protection legislation to any current or former employees;

(iii)   neither the Company nor any Company Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees or employment practices;

(iv)   neither the Company nor any Company Subsidiary has given notice of any redundancies or layoffs nor started consultations with any independent trade union or employees’ representatives regarding redundancies, layoffs or dismissals within the period of one year prior to the date hereof;

(v)   no circumstances have arisen under which the Company or any Company Subsidiary is likely to be required to pay damages for wrongful dismissal, to make any statutory severance, redundancy or long service payment or to make or pay any compensation for unreasonable dismissal or to make any other payment under any employment protection Laws or to reinstate or re-engage any former employee;

(vi)   there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company or any Company Subsidiary; and during the six-month period prior to the date hereof, neither the Company nor any Company Subsidiary has effectuated a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act of 1988 (the “ WARN Act ”)) affecting any site of employment, facility or operating unit of the Company or any Company Subsidiary , or a “mass layoff” as defined in the WARN Act affecting any site of employment, facility or operating unit of the Company or any Company Subsidiary; nor has the Company or any Company Subsidiary been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar Law;

(vii)   there is no charge of discrimination in employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any Company Subsidiary has employed or employs any person, nor is there asserted or is now, to the Company’s knowledge, pending or threatened against the Company or any Company Subsidiary, any action in relation to employment practices by the United States National Labor Relations Board, the United States Equal Employment Opportunity Commission, the United States Department of Labor, the Occupational Safety and Health Administration, the United States Immigration and Naturalization Service, or, with respect to each such Governmental Authority, any state or local equivalent thereto; and

(viii)   consummation of the transactions contemplated by this Agreement will not entitle any person employed by the Company or any Company Subsidiary to severance pay, the payment of benefits or compensation upon a change-in-control.

SECTION 3.12   Real Property; Title to Assets . j)  Section 3.12(a) of the Company Disclosure Schedule lists each parcel of real property, if any, currently owned by the Company or any Company Subsidiary or owned by the Company and any Company Subsidiary after January 1, 2004. Each parcel of real property owned by the Company or any Company Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “ Liens ”), other than Permitted Liens (as defined in Section 9.03(a) ) and Liens reflected on the Company’s balance sheet as of December 31, 2006 and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Policies of title have been issued by national title insurance companies for the insurance of the interest of the fee owner for each parcel of real property owned by the Company or any Company Subsidiary (the “ Company Title Policies ”), such Company Title Policies are valid and in full force and effect and no claim has been made under any such policy. The Company has made available to Parent true and complete copies of all Company Title Policies, if any, in the possession of the Company.

(b)   Section 3.12(b) of the Company Disclosure Schedule lists each parcel of real property currently leased, subleased or used on any other basis by the Company or any Company Subsidiary, with the name of the lessor and the date of the lease, sublease, license, assignment of the lease or other agreement granting use rights to the Company or any Company Subsidiary, any guaranty given or leasing commissions payable by the Company or any Company Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the “ Company Use Documents ”). True, correct and complete copies of all Company Use Documents have been made available to Parent or its counsel. All such Company Use Documents are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Company Use Documents, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Company Use Document. The Company’s or the Company Subsidiary’s possession and quiet enjoyment of such leased or subleased property have not been disturbed, and to the knowledge of the Company, there are no disputes with respect to the same. All rent and other payments owing by the Company or any Company Subsidiary under such Company Use Documents have been paid in full through and including March 31, 2007. Other than as specified in Section 3.12(b) , neither the Company, nor to the Company’s knowledge, any Company Subsidiary, has received any written notice to the effect that any such current Company Use Document will not be renewed or is not subject to renewal at the termination of the term thereof or that any such Company Use Document will be renewed at a substantially higher rent or substantially higher cost. Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted to any entity or individual the right to use or occupy such premises or any portion thereof.

(c)   Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect: (i) there are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned, leased or used on any other basis by the Company or any Company Subsidiary for the purposes for which it is currently being used; (ii) there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned, leased or used on any other basis by the Company or any Company Subsidiary; (iii) neither the Company nor any Company Subsidiary has received written notice from any Governmental Authority or other entity having jurisdiction over any property owned, leased or used on any other basis by the Company or any Company Subsidiary or any portion thereof describing the violation of any Laws relating to permits or any property restrictions or other Liens affecting the same; (iv) the Company has obtained and maintained, or caused the Company Subsidiaries to obtain and maintain, all permits (including, without limitation, Company Permits), consents, licenses, concessions, certificates of compliance, approvals, authorizations and agreements from third parties (including, without limitation, water rights) necessary for the operation (including, without limitation, exploration and mining) of the real property owned, leased or used on any other basis by the Company or any Company Subsidiary, all of which are in full force and effect, and neither the Company nor any Company Subsidiary has received any written notice from any Governmental Authority or other entity having jurisdiction over any property owned, leased or used on any other basis by the Company or any Company Subsidiary or any portion thereof describing a violation of or threatening a suspension, revocation, modification or cancellation of any such permit, consent, license, concession, certificate of compliance, approval, authorization or agreement; (v) with respect to any mining operations performed on the real property owned, leased or used on any other basis by the Company or any Company Subsidiary, the Company has filed, or caused any Company Subsidiary to file, all reports and notifications required to be filed under any Laws; (vi) there are no pending or, to the Company’s knowledge, threatened fire, health, safety, building, zoning, land use, assessment, or similar proceedings relating to the real property owned, leased or used on any other basis by the Company or any Company Subsidiary; (vii) except as set forth in Schedule 3.12(c) , there are no parties other than the Company or a Company Subsidiary in possession of the real property owned, leased or used on any other basis by the Company or any Company Subsidiary and there are no sublease, concession, occupancy, license or similar arrangements affecting any such property; (viii) no construction, improvements, or alterations, the cost of which exceeds US$1,000,000, are in process, under construction, planned or required at any real property owned, leased or used on any other basis by the Company or any Company Subsidiary; and (ix) no portion of the real property owned, leased or used on any other basis by the Company or any Company Subsidiary or any improvements or buildings thereon has suffered any damage by fire, earthquake, flood or other casualty which has not heretofore been repaired and restored to operational use and in accordance with applicable Laws and the requirements of any lease.

(d)   Each of the Company and the Company Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, or in the case of real property and assets used on any other basis, valid use rights to, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except for Permitted Liens. All assets and inventory are in good condition and of merchantable quality and capable of being sold by the Company or any Company Subsidiary in the ordinary course of business to a purchaser in accordance with its list prices without rebate or allowance. All tangible assets are in the possession or under the control of the Company or Company Subsidiary. Neither the construction, positioning or use of any of the Company’s or Company Subsidiary’s assets, nor the assets themselves, contravene any relevant provision of any Laws. All such assets owned or used by the Company or Company Subsidiary are in good repair and capable of being used for the purposes for which they are designed, acquired or used by the Company or Company Subsidiary and have throughout their period of ownership by the Company or Company Subsidiary been maintained and serviced in accordance with their manufacturer’s recommendations.

(e)   Except as listed on Section 3.12(e) of the Company Disclosure Schedule, to the knowledge of the Company, the Company and the Company Subsidiaries or its joint venture or contract parties have been issued all licenses, permits, consents, concessions, orders, approvals and authorizations (the “ Mining Permits ”) required to explore for and exploit or mine any natural resources situated on the surface or subsurface of any real property rights currently owned by the Company or any Company Subsidiary or currently leased, subleased or used on any other basis in compliance with applicable law and/or any applicable agreement (the “ Mining Rights ”), whether by the Company or any Company Subsidiary, including, but not limited to, those Mining Permits referenced in Section 3.12(e) of this Agreement. All of the terms and conditions attaching to such Mining Permits to explore for and/or exploit or mine any such natural resources on the surface or subsurface of any such real properties (and their expiration dates, if any) have been fully complied with.

(f)   There does not exist any material non-compliance by the Company or any Company Subsidiary with the terms of any Mining Permits that could result in the revocation or termination of any such Mining Permits.

(g)   Except as listed in Section 3.12(g) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has knowledge of any third party rights or encumbrances over any Mining Rights that would materially affect the Company's exclusive rights or ability to use such real property and/or to explore for and exploit and extract any natural resources on the surface or subsurface of such real property.

(h)   Except as listed on Section 3.12(h) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has any obligation to maintain any exploitation or mining rights attaching to the relevant exploration certificates for any designated period.

SECTION 3.13   Intellectual Property . k) Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect:

(i)   the Company and the Company Subsidiaries own or are licensed to use all Intellectual Property used in or necessary for the conduct of their respective businesses as currently conducted;

(ii)   to the knowledge of the Company, the conduct of the business of the Company and the Company Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any third party;

(iii)   there are no claims or suits pending or, to the knowledge of the Company and except as set forth in Section 3.13(a)(iii) of the Company Disclosure Schedule, threatened against the Company or any Company Subsidiary (A) alleging that the conduct of the business of the Company or any Company Subsidiary as currently conducted infringes upon or misappropriates the Intellectual Property rights of any third party or (B) challenging the ownership, use, validity or enforceability of any item of Intellectual Property owned by the Company or a Company Subsidiary (“ Company Owned Intellectual Property ”);

(iv)   with respect to the Company Owned Intellectual Property, the Company or a Company Subsidiary is the owner of the entire right, title and interest in and to such Company Owned Intellectual Property, free and clear of all liens, encumbrances and other restrictions, and is entitled to use such Company Owned Intellectual Property in the continued operation of its respective business;

(v)   each of the Company and Company Subsidiary has taken all steps open to it to preserve the Company Owned Intellectual Property. Without limitation, all renewal fees regarding the Company Owned Intellectual Property due on or before the Effective Time have been paid in full;

(vi)   neither the Company nor any Company Subsidiary has entered into any agreement, arrangement or understanding (whether legally enforceable or not) for the licensing, or otherwise permitting the use or exploitation, of the Company Owned Intellectual Property or which prevents, restricts or otherwise inhibits the Company’s or the relevant Company Subsidiary’s freedom to use and exploit the Company Owned Intellectual Property;

(vii)   there are no settlements, forbearances to sue, consents, judgments, orders or similar obligations which (A) restrict the business of the Company or any Company Subsidiary in or under any Intellectual Property rights of any third party; or (B) permit any third party to use any Company Owned Intellectual Property;

(viii)   Section 3.13(a)(vi) of the Company Disclosure Schedule sets forth each item of material Intellectual Property licensed to the Company or a Company Subsidiary (“ Company Licensed Intellectual Property ”), and the Company or a Company Subsidiary has the right to use such Company Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such Company Licensed Intellectual Property and the Company and the Company Subsidiaries have used such Company Licensed Intellectual Property in accordance with the terms of such license agreement;

(ix)   the Company Owned Intellectual Property has not been adjudged invalid or unenforceable in whole or in part, and, to the knowledge of the Company, is valid and enforceable;

(x)   to the knowledge of the Company, no person is engaging in any activity that infringes upon or misappropriates the Company Owned Intellectual Property;

(xi)   each license of the Company Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect;

(xii)   to the knowledge of the Company, no party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder; and

(xiii)   neither the execution of this Agreement nor the consummation of any Transaction will adversely affect any of the Company’s or Company Subsidiaries’ rights with respect to the Company Owned Intellectual Property or the Company Licensed Intellectual Property.

(b)   Neither the Company nor any Company Subsidiary has agreed to indemnify any third party for or against any infringement or misappropriation with respect to any third party Intellectual Property other than in the ordinary course of business.

(c)   The consummation of the Transactions will not result in the Surviving Corporation, the Company or any Company Subsidiary being bound by any non-compete or other restriction on the operation of any business of the Surviving Corporation, the Company or any Company Subsidiary, or in the grant by the Surviving Corporation, the Company or any Company Subsidiary of any rights or licenses to any Company Owned Intellectual Property.

(d)   The Company or any Company Subsidiary has not licensed any Company Owned Intellectual Property to any third party other than in the ordinary course of business.

SECTION 3.14   Taxes . l) The Company and the Company Subsidiaries have filed all material Tax Returns (as defined in Section 9.03(a) ) required to be filed by them and have paid and discharged all material Taxes required to be paid or discharged, other than such payments as are being contested in good faith by appropriate proceedings. All such Tax Returns are true, accurate and complete in all material respects. Neither the IRS nor any other United States or non-United States taxing authority or agency is now asserting against the Company or any Company Subsidiary any material deficiency or claim for any Taxes or interest thereon or penalties in connection therewith. The accruals and reserves for Taxes reflected in the consolidated balance sheet of the Company and the consolidated Company Subsidiaries as at   December 31, 2006 have been prepared in accordance with US GAAP. There are no material Tax liens upon any property or assets of the Company or any of the Company Subsidiaries except liens for current Taxes not yet due.

(b)   No audit or other proceeding by any taxing authority is pending with respect to any material Taxes due from or with respect to the Company or any Company Subsidiary. No taxing authority has given written notice of its intention to assert any deficiency or claim for additional material Taxes against the Company or any Company Subsidiary.

(c)   Neither the Company nor any Company Subsidiary has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(e) of the Code within the past five years.

SECTION 3.15   Environmental Matters . Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and except as could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect:

(a)   neither the Company nor any Company Subsidiary has violated or is in violation of any Environmental Law (as defined in Section 9.03(a) ) and neither the Company nor any Company Subsidiary has received any written communication from a Governmental Agency or person alleging any actual or potential liability of, or any actual or potential violation by, the Company or any Company Subsidiary arising under any Environmental Law;

(b)   none of the properties currently owned, leased or operated by the Company or any Company Subsidiary or formerly owned, leased or operated by the Company or any Company Subsidiary (including, without limitation, soils and surface and groundwaters) is or has been contaminated with any Hazardous Substance (as defined in Section 9.03(a) ), which contamination requires investigation or remediation under any Environmental Law, or has given rise to or would reasonably be expected to give rise to liability or obligations (including any investigatory, reporting or remedial obligation) under any Environmental Law;

(c)   neither the Company nor any Company Subsidiary has stored, handled, treated, disposed of, arranged for the disposal of, transported or released any Hazardous Substance at any property or facility, including, without limitation, any offsite location, and neither the Company nor any Company Subsidiary has or has allegedly exposed any person to any Hazardous Substance, so as to give rise to a requirement for investigation or remediation under any Environmental Law or so as to give rise to any current or reasonably expected future liability or obligation (including any investigatory, reporting or remedial obligation) under any Environmental Law;

(d)   the Company and the Company Subsidiaries have all Environmental Permits required under any Environmental Law and the Company and the Company Subsidiaries are in compliance with, and have no current or pending liability or obligation associated with any past non-compliance with, such permits, licenses and authorizations;

(e)   neither the execution of this Agreement nor the consummation of the Transactions will require any investigation, remediation or other action with respect to Hazardous Substances, or any notice to or consent of Governmental Authorities or third parties, pursuant to any applicable Environmental Law;

(f)   neither the Company nor any Company Subsidiary has designed, manufactured, installed, marketed, sold, handled or distributed asbestos or any asbestos-containing product or asbestos-containing material, and no basis in fact or Law, or under contract or lease agreement, exists upon which any claim of liability could be asserted against the Company or any Company Subsidiary relating to asbestos, asbestos-containing products or asbestos-containing materials located at any property or facility;

(g)   neither the Company nor any Company Subsidiary has received any notification pursuant to any Environmental Laws that (i) any work, repairs, corrective or remedial action, construction or capital expenditures are required to be made as a condition of continued compliance with any Environmental Laws or any license, permit or approval issued pursuant thereto; (ii) any license, permit or approval is about to be reviewed, made subject to limitations or conditions, revoked, withdrawn or terminated; or (iii) any events, conditions, circumstances, activities, practices, incidents, actions or omissions may interfere with or prevent compliance or continued compliance with any Environmental Law; and

(h)   the Company has made available to Parent or its counsel all environmental reports, assessments, investigations, Environmental Permits, correspondence or other material environmental documents relating to its business or to the Company or the Company Subsidiaries, or to their respective affiliates’ or predecessors’ properties, facilities or operations.

SECTION 3.16   Material Contracts . m) Subsections (i) through (xiv) of Section 3.16(a) of the Company Disclosure Schedule list all contracts, arrangements, commitments and agreements of the types listed in subsections (i) through (xiv) to which the Company or any Company Subsidiary is a party (such contracts, arrangements, commitments and agreements as are required to be set forth in Section 3.16(a) of the Company Disclosure Schedule being the “ Material Company Contracts ”):

(i)   each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K and Item 601(b)(10) of Regulation S-B of the SEC) with respect to the Company and the Company Subsidiaries;

(ii)   each contract and agreement that is likely to involve consideration of more than US$100,000, in the aggregate, over the remaining term of such contract or agreement, than purchase orders entered into in the ordinary course of business and in a manner consistent with past practice;

(iii)   each contract and agreement evidencing outstanding indebtedness in a principal amount of US$100,000 or more;

(iv)   all leases of real property leased for the use or benefit of the Company or any Company Subsidiary;

(v)   all material contracts and agreements with any Governmental Authority to which the Company or any Company Subsidiary is a party;

(vi)   all contracts and agreements that limit, or purport to limit, the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or entity or in any geographic area or during any period of time;

(vii)   all contracts and agreements providing for benefits under any Company Plan;

(viii)   all contracts for employment required to be listed in Section 3.10 of the Company Disclosure Schedule;

(ix)   each joint venture, partnership, strategic alliance and similar agreement to which the Company or any Company Subsidiary is a party, which is material to the Company or any Company Subsidiary or which provides for the ownership of any equity interest in any person or entity;

(x)   all material broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts, and agreements to which the Company or any Company Subsidiary is a party;

(xi)   all management contracts (excluding contracts for employment) and contracts with other consultants, including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any Company Subsidiary or income or revenues related to any product or service of the Company or any Company Subsidiary to which the Company or any Company Subsidiary is a party;

(xii)   all licenses or sublicenses of Intellectual Property to which the Company or any Company Subsidiary is a party and that are material to the business of the Company or any Company Subsidiary;

(xiii)   all contracts for the development, exploration or exploitation of mines to which the Company or any Company Subsidiary is a party and that are material to the business of the Company or any Company Subsidiary; and

(xiv)   all other contracts and agreements that are material to the Company and the Company Subsidiaries, taken as a whole, or the absence of which could reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

(b)   Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect:

(i)   each Material Company Contract is a legal, valid and binding agreement, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity);

(ii)   the Company or Company Subsidiary has duly performed and complied in all material respects with each of its obligations thereunder;

(iii)   neither the Company nor any Company Subsidiary has received any claim of default under any Material Company Contract and neither the Company nor any Company Subsidiary is in breach or violation of, or default under, any Material Company Contract;

(iv)   there are no grounds for rescission, avoidance, repudiation or termination of any Material Company Contract;

(v)   to the Company’s knowledge, no other party is in breach or violation of, or default under, any Material Company Contract; and

(vi)   neither the execution of this Agreement nor the consummation of any Transaction shall constitute a default under, give rise to cancellation rights under or otherwise adversely affect any of the material rights of the Company or any Company Subsidiary under any Material Company Contract.

(c)   There are no contracts or obligations, agreements, arrangements or concerted practices to which the Company or any Company Subsidiary is a party or by which the Company or such Company Subsidiary is bound, and there are no practices in which the Company or any Company Subsidiary is engaged, which are void, illegal, unenforceable, registrable or notifiable under or which contravene any applicable Laws. The Company has made available to Parent or its counsel true and complete copies of all Material Company Contracts, including any amendments thereto.

SECTION 3.17   Insurance . The Company and the Company Subsidiaries maintain insurance coverage with reputable insurers in such amounts and covering such risks as are in accordance with normal industry practice for companies engaged in businesses similar to that of the Company and the Company Subsidiaries (taking into account the cost and availability of such insurance). Nothing has been done or omitted to be done by or on behalf of the Company or any Company Subsidiary which would make any policy of insurance void or voidable or enable the insurers to avoid the same and there is no claim outstanding under any such policy and the Company is not aware of any circumstances likely to give rise to such a claim or result in an increased rate of premium.

SECTION 3.18   Board Approval; Vote Required . n) The Company Board, by resolutions duly adopted by unanimous vote of those members of the Company Board voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement, the Merger and the other Transactions and related agreements contemplated thereby are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement, the Merger and the other Transactions and related agreements contemplated thereby and declared their advisability and (iii) recommended that the stockholders of the Company approve and adopt this Agreement and approve the Merger and the other Transactions and directed that this Agreement and the Merger and the other Transactions be submitted for consideration by the holders of Company Common Stock at the Company Stockholders’ Meeting (as defined in Section 6.01(a) ). Pursuant to Article 8 of the Company’s Articles of Incorporation, the limitations on business combinations contained in Sections 302A.671 and 302A.673 of the MBCA do not apply to the Company.

(b)   The only vote of the holders of any class or series of capital stock or other securities of the Company necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock in favor of the approval and adoption of this Agreement, the Merger and the other Transactions   (the “ Company Stockholders’ Approval ”) at a duly called Company Stockholders’ Meeting consisting of a quorum of stockholders of the Company (or any adjournment or postponement thereof).

SECTION 3.19   Certain Business Practices . None of the Company, any Company Subsidiary or, to the Company’s knowledge, any directors or officers, agents or employees of the Company or any Company Subsidiary, has (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity or for the purpose of securing any contract for the Company or any Company Subsidiary; (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended (the “ Foreign Corrupt Practices Act ”); or (c) made any payment in the nature of criminal bribery.

SECTION 3.20   Interested Party Transactions . Except for any agreement or arrangement that has involved or will involve consideration of less than US$50,000 during any calendar year, no director, officer or other affiliate of the Company or any Company Subsidiary (a) has purchased, purchases or will purchase from, or has sold, sells or will sell or has furnished, furnishes or will furnish to, the Company or any Company Subsidiary, any goods or services, (b) is or has been a party to any contract or agreement disclosed in Section 3.16 of the Company Disclosure Schedule, or (c) had or has any contractual or other arrangement with the Company or any Company Subsidiary. The Company and the Company Subsidiaries have not, since January 1, 2004, (i) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company, or (ii) materially modified any term of any such extension or maintenance of credit.

SECTION 3.21   Ownership of Parent Ordinary Shares . As of the date of this Agreement, neither the Company nor any Company Subsidiary is the beneficial owner of any shares of capital stock of Parent.

SECTION 3.22   Brokers . No broker, finder or investment banker (other than Quam Capital Limited and SSC Mandarin Group) is entitled to any brokerage, finder’s or other