2.9 Compliance with Law. The Company is in compliance with all applicable federal, state, local and foreign laws and regulations relating to the protection of the environment and human health. There are no claims, notices, actions, suits, hearings, investigations, inquiries or proceedings pending or, to the knowledge of the Company, threatened against the Company that are based on or related to any environmental matters or the failure to have any required environmental permits, and there are no past or present conditions that the Company has reason to believe are likely to give rise to any material liability or other obligations of the Company under any environmental laws.

2.10 Permits and Licenses. The Company has all certificates of occupancy, rights, permits, certificates, licenses, franchises, approvals and other authorizations as are reasonably necessary to conduct its respective business and to own, lease, use, operate and occupy its assets, at the places and in the manner now conducted and operated, except those the absence of which would not materially adversely affect its respective business.

2.11 Litigation. There is no claim, dispute, action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened, against or affecting the business of the Company, or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, nor to the knowledge of the Company, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the twelve month period preceding the date hereof. There is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting the business of the Company. The Company has not received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or any matter disclosed in respect of its business.

2.12 Insurance. The Company does not currently maintain any form of insurance.

2.13 Patents; Trademarks and Intellectual Property Rights. The Company does not own or possesses any patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, Internet web site(s) or proprietary rights of any nature.

2.14 Securities Law Compliance. The Company has complied with all of the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”), and has complied with all applicable blue sky laws.

2.15 Conflict of Interest. Conflict of Interest. The Company acknowledges that it is aware and understands the facts and circumstances of the Conflicts of Interest, as defined in Section 3.7, that may, individually and in the aggregate, create a conflict of interest. The Company hereby waives each and all of the Conflicts of Interest, in addition to any other conflicts of interest that may arise may exist or arise by virtue of the Conflicts of Interest and acknowledges that it has carefully read this Agreement, that it is consistent with the terms previously negotiated by the parties, and understands that it is free at any time to obtain independent counsel for further guidance.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF TIMES

Times and the Shareholder severally represent and warrant to the Company that now and/or as of the Closing:

3.1 Due Organization and Qualification; Subsidiaries, Due Authorization.

(a) Times is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Times is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Times.

(b) Times does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity, other than Times Manufacturing and E-commerce Corporation Limited, a British Virgin Islands corporation, which is the 100% owner of Billow Win International Enterprise Ltd., Goldcome Industrial Ltd., Citibond Industrial Ltd., and Megamooch International Ltd., each of which is a Hong Kong corporation, and Citibond Design Ltd., TME Enterprise Ltd., and Megamooch Online Ltd., each of which is a British Virgin Islands corporation (the “Subsidiaries”). Each of the Subsidiaries is wholly owned by Times, free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Times to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Times or the Subsidiaries.

(c) Times has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Times has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Times, enforceable against Times in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

3.2 No Conflicts or Defaults. The execution and delivery of this Agreement by Times and the consummation of the transactions contemplated hereby do not and shall not (a) contravene the governing documents of Times or any of the Subsidiaries, or (b) with or without the giving of notice or the passage of time, (i) violate, conflict with, or result in a breach of, or a default or loss of rights under, any material covenant, agreement, mortgage, indenture, lease, instrument, permit or license to which Times or any of the Subsidiaries is a party or by which Times or any of the Subsidiaries or any of their respective assets are bound, or any judgment, order or decree, or any law, rule or regulation to which their assets are subject, (ii) result in the creation of, or give any party the right to create, any lien upon any of the assets of Times or any of the Subsidiaries, (iii) terminate or give any parry the right to terminate, amend, abandon or refuse to perform any material agreement, arrangement or commitment to which Times is a party or by which Times or any of its assets are bound, or (iv) accelerate or modify, or give any party the right to accelerate or modify, the time within which, or the terms under which Times is to perform any duties or obligations or receive any rights or benefits under any material agreement, arrangement or commitment to which it is a party.

3.3 Capitalization. The authorized capital stock of Times immediately prior to giving effect to the transactions contemplated hereby consists of 50,000 shares of common stock of which, as of the date hereof, there were 20,002 shares issued and outstanding. Except as set forth herein, all of the outstanding shares of Times are duly authorized, validly issued, fully paid and nonassessable, and have not been or, with respect to Times Shares, will not be transferred in violation of any rights of third parties. The Times Shares are not subject to any preemptive or subscription right, any voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Times to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for common shares. All of the Times Shares are owned of record and beneficially by the Shareholder free and clear of any liens, claims, encumbrances, or restrictions of any kind.

3.4 Taxes. Times has filed all returns and reports which were required to be filed on or prior to the date hereof, and has paid all Taxes (and any related penalties, fines and interest) which have become due pursuant to such returns or reports or pursuant to any assessment which has become payable, or, to the extent its liability for any Taxes (and any related penalties, fines and interest) has not been fully discharged, the same have been properly reflected as a liability on the books and records of Times and adequate reserves therefore have been established. All such returns and reports filed on or prior to the date hereof have been properly prepared and are true, correct (and to the extent such returns reflect judgments made by Times such judgments were reasonable under the circumstances) and complete in all material respects. Except as indicated in 3.4 of the Disclosure Schedule, no extension for the filing of any such return or report is currently in effect. Except as indicated in Item 3.4 of the Disclosure Schedule, no tax return or tax return liability of Times has been audited or, presently under audit. All taxes and any penalties, fines and interest which have been asserted to be payable as a result of any audits have been paid. Except as indicated in Item 3.4 of the Disclosure Schedule, Times has not given or been requested to give waivers of any statute of limitations relating to the payment of any Taxes (or any related penalties, fines and interest). There are no claims pending for past due Taxes. Except as indicated in Item 3.4 of the Disclosure Statement, all payments for withholding taxes, unemployment insurance and other amounts required to be paid for periods prior to the date hereof to any governmental authority in respect of employment obligations of Times have been paid or shall be paid prior to the Closing and have been duly provided for on the books and records of Times and in the Times Financial Statements.

3.5 Compliance with Law. Times and the Subsidiaries are conducting their respective businesses in material compliance with all applicable law, ordinance, rule, regulation, court or administrative order, decree or process, or any requirement of insurance carriers material to its business. Neither Times nor any of the Subsidiaries has received any notice of violation or claimed violation of any such law, ordinance, rule, regulation, order, decree, process or requirement.

3.6 Litigation.

(a) There is no claim, dispute, action, suit, proceeding or investigation pending or threatened, against or affecting Times or any of the Subsidiaries or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the 12-month period preceding the date hereof;

(b) there is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting Times or any of the Subsidiaries; and

(c) neither Times nor any of the Subsidiaries has received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or any matter disclosed in respect of its business.

3.7 Conflict of Interest. Times and each of the Subsidiaries acknowledges that it is aware and understands the following facts and circumstances that may, individually and in the aggregate, create a conflict of interest: (i) WestPark Capital, Inc., an NASD member (“WestPark”), is the placement agent for the Equity Financing and WestPark will be paid a commission of the gross proceeds from the Equity Financing for its services; (ii) Richard Rappaport, who is the founder, Chief Executive President and indirectly holds a 100% interest in WestPark, is also the President, a Director and controlling stockholder of the Company who beneficially holds approximately 36% of the Company’s common stock (prior to the Share Exchange); (iii) Anthony C. Pintsopoulos, who is the Chief Financial Officer of WestPark, is also the Secretary, Chief Financial Officer, and a Director and a controlling stockholder of the Company who beneficially holds approximately 15% of the Company’s common stock (prior to the Share Exchange); (iv) Debbie Schwartzberg is a noteholder of the parent company of WestPark, which entitles her to a 1.5% interest in the net profits of the parent company of WestPark, and is also a controlling stockholder of the Company holding approximately 36% of the Company’s outstanding common stock (prior to the Share Exchange); (v) Thomas Poletti is a partner of Kirkpatrick & Lockhart Nicholson Graham LLP, which is providing U.S. legal representation to Times with respect to the Exchange, holds approximately 5% of the outstanding common stock of the Company (prior to the Share Exchange) and Mr. Poletti is also a stockholder of other SRKP shell companies of which Messrs. Rappaport and Pintsopoulos are officers and directors thereof; (vi) Glenn Krinsky is a stockholder of the Company holding approximately 5% of the outstanding common stock of the Company (prior to the Share Exchange) and Mr. Krinsky is also partner with the law firm of Ropes & Gray LLP, which has conducted affiliated transactions with WestPark in the past and (vii) Kevin DePrimio and Jay Stern, each employees of WestPark, each own less then 5% of the outstanding common stock of the Company (prior to the Share Exchange) (items (i) through (vii) in this Section are herein referred to as, the “Conflicts of Interest”). Times hereby waives each and all of the Conflicts of Interest, in addition to any other conflicts of interest that may arise may exist or arise by virtue of the Conflicts of Interest and acknowledges that it has carefully read this Agreement, that it is consistent with the terms previously negotiated by the parties, and understands that it is free at any time to obtain independent counsel for further guidance.

ARTICLE IV

REPRESENTATION AND WARRANTIES OF THE SHAREHOLDER

The Shareholder hereby represents and warrants to the Company that now and/or as of the Closing:

4.1 Title to Shares. The Shareholder is the legal and beneficial owner of the Times Shares to be transferred to the Company, and upon consummation of the exchange contemplated herein, the Company will acquire from the Shareholder good and marketable title to the Times Shares, free and clear of all liens excepting only such restrictions hereunder upon future transfers by the Company, if any, as maybe imposed by applicable law. The information set forth on Schedule I with respect to the Shareholder is accurate and complete.

4.2 Due Authorization. The Shareholder has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and binding obligation of the Shareholder, enforceable against him in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

4.3 Purchase for Investment.

(a) The Shareholder is acquiring the Company Shares for investment for his own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and he has no present intention of selling, granting any participation in, or otherwise distributing the same. The Shareholder further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Company Shares.

(b) The Shareholder understands that the Company Shares are not registered under the Securities Exchange Act of 1933, as amended (the “Act”) on the ground that the sale and the issuance of securities hereunder is exempt from registration under the Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is predicated on the Shareholder’s representations set forth herein. The Shareholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Act.

4.4 Investment Experience. The Shareholder acknowledges that he can bear the economic risk of his investment, and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in the Company Shares.

4.5 Information. The Shareholder has carefully reviewed such information as such he deemed necessary to evaluate an investment in the Company Shares. To the full satisfaction of the Shareholder, he has been furnished all materials that he has requested relating to the Company and the issuance of the Company Shares hereunder, and the Shareholder has been afforded the opportunity to ask questions of representatives of the Company to obtain any information necessary to verify the accuracy of any representations or information made or given to him. Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of the Company set forth in this Agreement, on which the Shareholder has relied in making an exchange of the Times Shares for the Company Shares.

4.6 Restricted Securities. The Shareholder understands that the Company Shares may not be sold, transferred, or otherwise disposed of without registration under the Act or an exemption there from, and that in the absence of an effective registration statement covering the Company Shares or any available exemption from registration under the Act, the Company Shares must be held indefinitely. The Shareholder is aware that the Company Shares may not be sold pursuant to Rule 144 promulgated under the Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about the Company.

4.7 Conflict of Interest. The Shareholder acknowledges that he is aware and understands the facts and circumstances of the Conflicts of Interest, as defined in Section 3.7, that may, individually and in the aggregate, create a conflict of interest. The Shareholder hereby waives each and all of the Conflicts of Interest, in addition to any other conflicts of interest that may arise may exist or arise by virtue of the Conflicts of Interest and acknowledges that he has carefully read this Agreement, that it is consistent with the terms previously negotiated by the parties, and understands that he is free at any time to obtain independent counsel for further guidance.

ARTICLE V

COVENANTS

5.1 Further Assurances.

Each of the Parties shall use its reasonable commercial efforts to proceed promptly with the transactions contemplated herein, to fulfill the conditions precedent for such parry’s benefit or to cause the same to be fulfilled and to execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions of this Agreement and to consummate the transactions contemplated herein.

ARTICLE VI

DELIVERIES

Items to be delivered to the Shareholder prior to or at Closing by the Company.

(a) Certificate of Incorporation and amendments thereto, By-laws and amendments thereto, and certificate of good standing of the Company in Delaware;

(b) all applicable schedules hereto;

(d) shareholder list;

(e) all financial statements and all tax returns in possession of the Company;

(f) resolution from the Company’s Board appointing the designees of the Shareholder to the Company’s Board of Directors;

(g) resolution from the Company’s Board, and if applicable, shareholder resolutions approving this transaction and authorizing the issuances of the shares hereto;

(h) letters of resignation from the Company’s current officers and directors to be effective upon Closing and after the appointments described in this section;

(i) certificates representing 19,454,420 shares of the Company Shares issued in the name of the Shareholder;

(j) any other document reasonably requested by the Shareholder that he deems necessary for the consummation of this transaction.

Items to be delivered to the Company prior to or at Closing by Times and the Shareholder.

(a) all applicable schedules hereto;

(b) instructions from Times appointing its designees to the Company’s Board of Directors;

(d) resolutions from the Board of Directors of Times, if applicable, and shareholder resolutions approving the transactions contemplated hereby; and

(e) any other document reasonably requested by the Company that it deems necessary for the consummation of this transaction.

ARTICLE VII

CONDITIONS PRECEDENT

7.1 Conditions Precedent to Closing. The obligations of the Parties under this Agreement shall be and are subject to fulfillment, prior to or at the Closing, of each of the following conditions:

(a) That each of the representations and warranties of the Parties contained herein shall be true and correct at the time of the Closing date as if such representations and warranties were made at such time except for changes permitted or contemplated by this Agreement.

(b) That the Parties shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing;

(c) The Company shall have effected (in the form of a stock dividend) a 1.371188519-for-1 forward stock split of its outstanding shares of Common Stock (the “Stock Split”);

(d) That the Company shall have engaged a public relations firm prior to Closing that is mutually acceptable to the Company and Times; and

(e) The Company shall have concluded an equity financing of at least $1,000,000 at the time of Closing (the “Equity Financing”).

7.2 Conditions to Obligations of Shareholder. The obligations of Shareholder shall be subject to fulfillment prior to or at the Closing, of each of the following conditions:

(a) The Company shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement;

(b) The Company shall have complied with Rule 14(f)(1) of the Exchange Act, if required; and

7.3 Conditions to Obligations of the Company. The obligations of the Company shall be subject to fulfillment at or prior to or at the Closing, of each of the following conditions:

(a) Times and the Shareholder shall have received all of the regulatory, shareholder and other third party consents, permits, approvals and authorizations necessary to consummate the transactions contemplated by this Agreement; and

(b) The Shareholder shall have delivered to the Company the share certificates and duly executed stock powers from the Shareholder transferring the Times Shares to the Company.

ARTICLE VIII

INDEMNIFICATION

8.1 Indemnity of the Company. The Company agrees as to defend, indemnify and hold harmless the Shareholder from and against, and to reimburse the Shareholder with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (collectively the “Losses”) asserted against or incurred by the Shareholder by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by the Company or in any document or certificate delivered by the Company pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.

8.2 Indemnity of the Shareholder. The Shareholder agrees to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all losses, including, without limitation, reasonable attorneys’ fees and disbursements, asserted against or incurred by the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by the Shareholder or in any document or certificate delivered by the Shareholder pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby, it being understood that the Shareholder shall have responsibility hereunder only for the representations and warranties made by him.

8.3 Indemnification Procedure. A party (an “Indemnified Party”) seeking indemnification shall give prompt notice to the other party (the “Indemnifying Party”) of any claim for indemnification arising under this Article VIII. The Indemnifying Party shall have the right to assume and to control the defense of any such claim with counsel reasonably acceptable to such Indemnified Party, at the Indemnifying Party’s own cost and expense, including the cost and expense of reasonable attorneys’ fees and disbursements in connection with such defense, in which event the Indemnifying Party shall not be obligated to pay the fees and disbursements of separate counsel for such in such action. In the event, however, that such Indemnified Party’s legal counsel shall determine that defenses may be available to such Indemnified Party that are different from or in addition to those available to the Indemnifying Party, in that there could reasonably be expected to be a conflict of interest if such Indemnifying Party and the Indemnified Party have common counsel in any such proceeding, or if the Indemnified Party has not assumed the defense of the action or proceedings, then such Indemnifying Party may employ separate counsel to represent or defend such Indemnified Party, and the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for such Indemnified Party. No settlement of any such claim or payment in connection with any such settlement shall be made without the prior consent of the Indemnifying Parry which consent shall not be unreasonably withheld.

ARTICLE IX

TERMINATION

9.1 Termination. This Agreement may be terminated at any time before or, at Closing, by:

(a) The mutual agreement of the Parties;

(b) Any party if-

(i) Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished; or

(ii) Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement;

(c) Upon termination of this Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred.

ARTICLE X

COVENANTS SUBSEQUENT TO CLOSING

10.1 Registration Rights. The Company shall file, within thirty (30) days after the Closing and at its expense, with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement (the “Initial Registration Statement”) covering the resale of Common Shares held by those persons (and/or their designees) that are shareholders of the Company immediately prior to the Closing (“Pre-Existing Shareholders”), provided that, however, the Company shall not be required to register the Common Shares held by such shareholders who are affiliates of Westpark Capital, Inc. (“Westpark Affiliates”), as specified in Item 10.1 of the Disclosure Schedules, who shall instead receive registration rights to require the Company to file a registration statement (the “Second Registration Statement”) to register such Common Shares within ten (10) days following to the end of the six (6) month period that immediately follows the date on which the Company files Initial Registration Statement with the Commission. The Company shall enter into a Registration Rights Agreement acceptable to the Westpark Affiliates with respect to rights described in this Section 10.1. In the event the Second Registration Statement is not timely filed to register the shares held by the Westpark Affiliates, or if the Second Registration Statement is not timely declared effective by the Commission, as described in the Registration Rights Agreement, the Company shall issue to such holders penalty shares (the “Penalty Shares”) equal to one percent (1%) of the shares on a monthly basis until the Second Registration Statement is filed with or declared effective by the Commission, as applicable. However, no Penalty Shares shall be due to the Westpark Affiliates if the Company is using best efforts to cause the Second Registration Statement to be filed and declared effective in a timely manner.

10.2 AMEX Listing. The Company shall take reasonable efforts to cause the Company’s securities to be listed on the American Stock Exchange as soon as practicable after the Closing.

ARTICLE XI

MISCELLANEOUS

11.1 Survival of Representations, Warranties and Agreements. Each of the parties hereto is executing and carrying out the provisions of this Agreement in reliance upon the representations, warranties and covenants and agreements contained in this agreement or at the closing of the transactions herein provided for and not upon any investigation which it might have made or any representations, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein. Except as specifically set forth in this Agreement, representations and warranties and statements made by a party to in this Agreement or in any document or certificate delivered pursuant hereto shall not survive the Closing Date, and no claims made by virtue of such representations, warranties, agreements and covenants shall be made or commenced by any party hereto from and after the Closing Date.

11.2 Access to Books and Records. During the course of this transaction through Closing, each party agrees to make available for inspection all corporate books, records and assets, and otherwise afford to each other and their respective representatives, reasonable access to all documentation and other information concerning the business, financial and legal conditions of each other for the purpose of conducting a due diligence investigation thereof. Such due diligence investigation shall be for the purpose of satisfying each party as to the business, financial and legal condition of each other for the purpose of determining the desirability of consummating the proposed transaction. The Parties further agree to keep confidential and not use for their own benefit, except in accordance with this Agreement any information or documentation obtained in connection with any such investigation.

11.3 Further Assurances. If, at any time after the Closing, the parties shall consider or be advised that any further deeds, assignments or assurances in law or that any other things are necessary, desirable or proper to complete the merger in accordance with the terms of this agreement or to vest, perfect or confirm, of record or otherwise, the title to any property or rights of the parties hereto, the Parties agree that their proper officers and directors shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights and otherwise to carry out the purpose of this Agreement, and that the proper officers and directors the parties are fully authorized to take any and all such action.

11.4 Notice. All communications, notices, requests, consents or demands given or required under this Agreement shall be in writing and shall be deemed to have been duly given when delivered to, or received by prepaid registered or certified mail or recognized overnight courier addressed to, or upon receipt of a facsimile sent to, the party for whom intended, as follows, or to such other address or facsimile number as may be furnished by such party by notice in the manner provided herein:

Attention:

If to the Shareholder and Times:

Times Manufacture & E-commerce Corporation Limited

Room 1601-1604, 16/F.

CRE Center

889 Cheung Sha Wan Road

Kowloon, Hong Kong

Attn: Mr. Kwong Kai Shun

Fax: (852) 23100032

With a copy to:

Kirkpatrick & Lockhart Nicholson Graham LLP

10100 Santa Monica Blvd., Seventh Floor

Los Angeles, California 90067

Attn: Thomas J. Poletti, Esq.

Fax.: (310) 552-5001

If to the Company:

SRKP 9, Inc.

1900 Avenue of the Stars, Suite 310

Los Angeles, CA 90067

Attn: Richard Rappaport

Fax: (310) 843-9304

11.5 Entire Agreement. This Agreement, the Disclosure Schedules and any instruments and agreements to be executed pursuant to this Agreement, sets forth the entire understanding of the parties hereto with respect to its subject matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter and may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto. No waiver of any provision of this Agreement in any instance shall be deemed to be a waiver of the same or any other provision in any other instance. Failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of its rights under such provision.

11.6 Successors and Assigns. This Agreement shall be binding upon, enforceable against and inure to the benefit of, the parties hereto and their respective heirs, administrators, executors, personal representatives, successors and assigns, and nothing herein is intended to confer any right, remedy or benefit upon any other person. This Agreement may not be assigned by any party hereto except with the prior written consent of the other parties, which consent shall not be unreasonably withheld.

11.7 Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware are applicable to agreements made and fully to be performed in such state, without giving effect to conflicts of law principles.

11.8 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.9 Construction. Headings contained in this Agreement are for convenience only and shall not be used in the interpretation of this Agreement. References herein to Articles, Sections and Exhibits are to the articles, sections and exhibits, respectively, of this Agreement. The Disclosure Schedule is hereby incorporated herein by reference and made a part of this Agreement. As used herein, the singular includes the plural, and the masculine, feminine and neuter gender each includes the others where the context so indicates.

11.10 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement shall be interpreted and enforceable as if such provision were severed or limited, but only to the extent necessary to render such provision and this Agreement enforceable.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first set forth above.


	SRKP 9, INC.

	By:	/s/ Richard Rappaport
		Name: Richard Rappaport
		Title: President


	TIMES MANUFACTURE & E-COMMERCE CORPORATION LIMITED

	By:	/s/ KWONG KAI SHUN
		Name: KWONG KAI SHUN
		Title: Chief Executive Officer


	SHAREHOLDER

	By:	/s/ KWONG KAI SHUN
		Name: KWONG KAI SHUN


	Witness:
		WestPark Capital Inc.
	By:	/s/ Richard Rappaport
		Name: Richard Rappaport
		Title: Chief Executive Officer


	(Signature)
	KWONG KAI SHUN
	(Type or print name)


	(Type or print name as it should appear on certificate, if different)
	Address: Room 1601-1604, 16/F, CRE Centre 889 Cheung Sha Wan Road Telephone: (___) _____________________ Facsimile: (___) _____________________

		Page

ARTICLE I THE EXCHANGE		1
1.1	The Exchange.	1
1.2	Time and Place of Closing.	2
1.3	Effective Time.	2
1.4	Tax Consequences.	2

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY		2
2.1	Due Organization and Qualification; Due Authorization.	2
2.2	No Conflicts or Defaults.	2
2.3	Capitalization.	3
2.4	Financial Statements.	3
2.5	No Assets or Liabilities.	3
2.6	Taxes.	4
2.7	Indebtedness; Contracts; No Defaults.	4
2.8	Real Property.	4
2.9	Compliance with Law.	4
2.10	Permits and Licenses.	4
2.11	Litigation.	4
2.12	Insurance.	5
2.13	Patents; Trademarks and Intellectual Property Rights.	5
2.14	Securities Law Compliance.	5
2.15	Conflict of Interest. Conflict of Interest.	5

ARTICLE III REPRESENTATIONS AND WARRANTIES OF TIMES		5
3.1	Due Organization and Qualification; Subsidiaries, Due Authorization.	5
3.2	No Conflicts or Defaults.	6
3.3	Capitalization.	6
3.4	Taxes.	6
3.5	Compliance with Law.	7
3.6	Litigation.	7
3.7	Conflict of Interest.	7

ARTICLE IV REPRESENTATION AND WARRANTIES OF THE SHAREHOLDER		8
4.1	Title to Shares.	8
4.2	Due Authorization.	8
4.3	Purchase for Investment.	9
4.4	Investment Experience.	9
4.5	Information.	9
4.6	Restricted Securities.	9
4.7	Conflict of Interest.	9

ARTICLE V COVENANTS		10
5.1	Further Assurances.	10

ARTICLE VI DELIVERIES		10

ARTICLE VII CONDITIONS PRECEDENT		11
7.1	Conditions Precedent to Closing.	11
7.2	Conditions to Obligations of Shareholder.	11
7.3	Conditions to Obligations of the Company.	12

ARTICLE VIII INDEMNIFICATION		12
8.1	Indemnity of the Company.	12
8.2	Indemnity of the Shareholder.	12
8.3	Indemnification Procedure.	12

ARTICLE IX TERMINATION		13
9.1	Termination.	13

ARTICLE X COVENANTS SUBSEQUENT TO CLOSING		13
10.1	Registration Rights.	13
10.2	AMEX Listing.	14

ARTICLE XI MISCELLANEOUS		14
11.1	Survival of Representations, Warranties and Agreements.	14
11.2	Access to Books and Records.	14
11.3	Further Assurances.	14
11.4	Notice.	14
11.5	Entire Agreement.	15
11.6	Successors and Assigns.	15
11.7	Governing Law.	16
11.8	Counterparts.	16
11.9	Construction.	16
11.10	Severability.	16