LINK GROUP INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex101.txt
<TEXT>
Exhibit 10.1


THIS AGREEMENT is dated the 21st day of March 2003

AMONG:

(1)  WISE  MEDIA  GROUP  INC.,  a company  incorporated  in Samoa and having its
     registered office at Offshore Chambers, P.O. Box 217, Apia, Samoa (the "1st
     Vendor");

(2)  CHINA MEDIA INC., a company incorporated in Samoa and having its registered
     office at Offshore Chambers, P.O. Box 217, Apia, Samoa (the "2nd Vendor");

(3)  SINOWISE LIMITED, a company incorporated in Samoa and having its registered
     office at Offshore Chambers, P.O. Box 217, Apia, Samoa (the "3rd Vendor");

(4)  WAN KIN MAN of Flat 7,  Block B,  27th  Floor,  Kiu Kwan  Building,  No.395
     King's Road, Hong Kong (the "4th Vendor");

(5)  WORLDCON  ASSETS  LIMITED,  a company  incorporated  in the British  Virgin
     Island  and  having  its  registered  office  at  P.O.  Box  957,  Offshore
     Incorporation  Centre, Road Town, Tortola,  British Virgin Island (the "5th
     Vendor");

(6)  THE LINK GROUP INC.,  a company  incorporated  in the State of Colorado and
     having its business  address at 789 W. Pender St., Suite 950,  Vancouver BC
     V6C 1H2, Canada (the "Parent"); and

(7)  ASIA GENIUS LIMITED,  a Hong Kong corporation  having its registered office
     at Room 1102, 11th Floor, No.148 Electric Road, North Point, Hong Kong (the
     "Purchaser").

WHEREAS:

(A)        Wise Media Investments Limited (the "Company") was incorporated under
           the laws of Samoa on 6th June 2002 as a private limited liability
           company. Further information concerning the Company is set out in
           Schedule 1.

(B)        As at the date hereof, the sole asset of the Company is the
           beneficial ownership of 9,999 shares of Media Creative representing
           99.99% of issued share capital of Media Creative.


<PAGE>




(C)  The Purchaser is a wholly-owned subsidiary company of the Parent.

(D)  The Vendors,  the Parent and the Purchaser are entering into this Agreement
     for the sale and purchase of the Sale Shares  subject to and upon the terms
     and conditions of this Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.       INTERPRETATION

1.1        In this Agreement (including the Recitals, Schedules and Exhibits),
           unless the context otherwise requires, the following words and
           expressions shall have the following meanings ascribed to each of
           them below:

           "Accounts"                                   the unaudited balance
                                                        sheets of the Company as
                                                        at the Last Accounts
                                                        Date and the unaudited
                                                        profit and loss accounts
                                                        of the Company for the
                                                        period commencing from
                                                        6th June 2002 to the
                                                        Last Accounts Date;

           "Business                                    Day" a day (other than a
                                                        Saturday) on which banks
                                                        in Hong Kong are open
                                                        for business throughout
                                                        their normal business
                                                        hours;

           "Company"                                    Wise Media Investments
                                                        Limited;

           "Completion"                                 completion  of the sale
                                                        and  purchase of the
                                                        Sale Shares in
                                                        accordance with theterms
                                                        and conditions  of  this
                                                        Agreement;

           "Completion                                  Date" the date falling
                                                        on the third Business
                                                        Day after all the
                                                        conditions set out in
                                                        Clause 3.2 have been
                                                        fulfilled or waived,
                                                        whichever is the
                                                        earlier;

           "Consideration Share"                        a share of the  common
                                                        stock of  US$0.001  par
                                                        value per share of the
                                                        Parent, forming part of


<PAGE>




                                                        the Purchase
                                                        Consideration,and
                                                        reference to
                                                        "Consideration Shares"
                                                        shall be construed
                                                        accordingly;

           "Deposit"                                    the cash  sum of  US
                                                        $1,000,000  as  referred
                                                        to in  Clause 4.1(1)
                                                        forming part of the
                                                        Purchase Consideration;



           "Encumbrance"                                any  mortgage,   charge,
                                                        pledge, lien, (otherwise
                                                        than arising  by statute
                                                        or  operation   of law),
                                                        equities, hypothecation
                                                        or other  encumbrance,
                                                        priority or security
                                                        interest, preemptive
                                                        right deferred purchase,
                                                        title retention,leasing,
                                                        sale-and-repurchase   or
                                                        sale-and-leaseback
                                                        arrangement  whatsoever
                                                        over or in any property,
                                                        assets  or  rights  of
                                                        whatsoever  nature  and
                                                        includes any  agreement
                                                        for any of the same and
                                                        reference to
                                                        "Encumbrances" shall be
                                                        construed accordingly;

           "Hong Kong"                                  the  Hong  Kong  Special
                                                        Administrative   Region
                                                        of the People's Republic
                                                        of China;

           "Last Accounts Date"                         28th February 2003;

           "Media Creative"                             Media Creative Limited,
                                                        a company  incorporated
                                                        under the laws of Hong
                                                        Kong;

           "Purchase Consideration"                     the  purchase
                                                        consideration  for the
                                                        purchase of the Sale
                                                        Shares as stipulated in
                                                        Clause 4.1;

           "Purchaser's Schedule of Exceptions"
                                                        the schedule containing
                                                        exceptions to the
                                                        representations and
                                                        warranties of the Parent
                                                        and/or the Purchaser
                                                        appearing in Schedule 2
                                                        Part IIA;
<PAGE>

           "Purchaser's Warranties"
                                                        the representations and
                                                        warranties set out in
                                                        Schedule 2 Part II and
                                                        any other
                                                        representations,
                                                        warranties and
                                                        undertakings made by or
                                                        on behalf of the
                                                        Purchaser in this
                                                        Agreement;

           "Sale Shares"                                100 Shares being
                                                        the aggregate of the 1st
                                                        Vendor's Shares, the 2nd
                                                        Vendor's Shares, the 3rd
                                                        Vendor's Shares, the 4th
                                                        Vendor's Shares and the
                                                        5th Vendor's Shares
                                                        representing the total
                                                        issued share capital of
                                                        the Company;

           "Securities Act"                             US Securities Act of
                                                        1933, as amended;

           "Shares"                                     shares  of  US$1.00 each
                                                        in  the  share  capital
                                                        of  the  Company  and
                                                        reference  to  "Share"
                                                        shall  be  construed
                                                        accordingly;

           "Taxation"                                   all forms of taxation
                                                        including  overseas
                                                        taxation and all  forms
                                                        of profits tax, interest
                                                        tax,  estate duty and
                                                        stamp duty  and  all
                                                        levies, imposts, duties,
                                                        charges, fees,deductions
                                                        and withholdings
                                                        whatsoever  charged or
                                                        imposed by any
                                                        statutory,  governmental
                                                        state, provincial, local
                                                        government  or municipal
                                                        authority whatsoever and
                                                        the expression "Tax"
                                                        shall be construed
                                                        accordingly;

           "this Agreement"                             this  agreement  for the
                                                        sale and purchase of the
                                                        Sale  Shares, as amended
                                                        from time to time;

           "this Guarantee"                             the guarantee made by
                                                        the Parent as set out in
                                                        Clause 9;

           "Transfer Restrictions"                      transfer restrictions in
                                                        relation to the transfer
                                                        of 37,000,000
                                                        Consideration
                                                        Shares (as referred to
                                                        in Clause 4.1(2)) or any
                                                        part thereof arising
                                                        under the Securities
                                                        Act;

           "US"                                        United States of America;
<PAGE>


           "United States Dollars" or the              United States dollars;
           sign "US$"

           "Valuation Report"                           a valuation  report
                                                        prepared by a firm of
                                                        certified  public
                                                        accountants or qualified
                                                        valuers  indicating that
                                                        the fair market value of
                                                        the entire  issued share
                                                        capital of Media
                                                        Creative  as at a date
                                                        falling  the period
                                                        between the date of this
                                                        Agreement and the
                                                        Completion  Date shall
                                                        be of a value of not
                                                        less than US$4,000,000;

           "Vendors"                                    collectively  the  1st
                                                        Vendor, the  2nd Vendor,
                                                        the 3rd  Vendor, the 4th
                                                        Vendor and the 5th
                                                        Vendor;

           "Vendors' Schedule of Exceptions"            the schedule  containing
                                                        exceptions to the
                                                        representations   and
                                                        warranties of the
                                                        Vendors  appearing  in
                                                        Schedule 2  Part IA;

           "1st Vendor's Shares"                        50
                                                        Shares registered in the
                                                        name of and beneficially
                                                        owned by the 1st Vendor
                                                        representing 50% of the
                                                        total issued capital of
                                                        the Company;

           "2nd Vendor's Shares"                        10
                                                        Shares registered in the
                                                        name of and beneficially
                                                        owned by the 2nd Vendor
                                                        representing 10% of the
                                                        total issued capital of
                                                        the Company;

           "3rd Vendor's Shares"                        5
                                                        Shares registered in the
                                                        name of and beneficially
                                                        owned by the 3rd Vendor
                                                        representing 5% of the
                                                        total issued capital of
                                                        the Company;

           "4th Vendor's Shares"                        15
                                                        Shares registered in the
                                                        name of and beneficially
                                                        owned by the 4th Vendor
                                                        representing 15% of the
                                                        total issued capital of
                                                        the Company;
<PAGE>

           "5th Vendor's Shares"                        20
                                                        Shares registered in the
                                                        name of and beneficially
                                                        owned by the 5th Vendor
                                                        representing 20% of the
                                                        total issued capital of
                                                        the Company; and

           "Vendors' Warranties"
                                                        the representations and
                                                        warranties set out in
                                                        Schedule 2 Part I and
                                                        any other
                                                        representations,
                                                        warranties and
                                                        undertakings made by or
                                                        on behalf of the Vendors
                                                        in this Agreement.

1.2        The headings of this Agreement are inserted for convenience only and
           shall be ignored in construing this Agreement. Unless the context
           otherwise requires, references in this Agreement to the singular
           shall be deemed to include references to the plural and vice versa;
           references to one gender shall include all genders and references to
           any person shall include an individual, firm, body corporate or
           unincorporated.

1.3        References in this Agreement to Clauses, Schedules and Exhibits are
           references to clauses of and schedules and exhibits to, this
           Agreement and references to sub-clauses and paragraphs are unless
           otherwise stated, references to sub-clauses and paragraphs of the
           Clause, sub-clause or, as appropriate, the Schedule or the Exhibit in
           which the reference appears.

1.4        Reference to any ordinance, regulation or other statutory provision
           or Stock Exchange rules in this Agreement includes reference to such
           ordinance, regulation, provision or rule as modified, consolidated or
           re-enacted from time to time.

1.5      The Schedules and the Recitals shall form part of this Agreement.

2.       SALE AND PURCHASE OF THE SALE SHARES

2.1        Subject to and upon the terms and conditions of this Agreement, the
           Vendors shall sell and the Purchaser shall purchase the Sale Shares
           with effect from Completion free from all Encumbrances together with
           all rights now or hereafter attaching thereto including but not
           limited to all dividends paid, declared or made in respect thereof on
           or after the date of Completion.


<PAGE>




2.2        The Purchaser shall not be obliged to purchase any of the Sale Shares
           unless the purchase of all the Sale Shares is completed
           simultaneously.

3.       CONDITIONS

3.1


     (1)  The Purchaser  shall and shall procure that his agents shall forthwith
          upon the signing of this Agreement  conduct such review of the assets,
          liabilities,  operations  and  affairs  both of the  Company and Media
          Creative as it may  reasonably  consider  appropriate  and the Vendors
          shall provide and procure the Company and/or Media Creative to provide
          such assistance as the Purchaser or his agents may reasonably  require
          in  connection  with  such  review so as to  enable  the  review to be
          completed on or before 12:00 noon on the date falling 60 days from the
          date of this  Agreement  or such  later  date as the  Vendors  and the
          Purchaser may agree under Clause 3.3.

     (2)  The Vendors  shall and shall  procure that his agents shall  forthwith
          upon the signing of this Agreement  conduct such review of the assets,
          liabilities, operations and affairs of the Purchaser and the Parent as
          it may  reasonably  consider  appropriate  and the  Purchaser  and the
          Parent  shall  provide  such   assistance  as  the  Vendors  or  their
          respective  agents  may  reasonably  require in  connection  with such
          review so as to enable the review to be  completed  on or before 12:00
          noon on the date  falling 60 days from the date of this  Agreement  or
          such later  date as the  Vendors  and the  Purchaser  may agree  under
          Clause 3.3.

3.2      Completion is conditional upon:

     (1)  the Purchaser being satisfied at its sole and absolute discretion with
          the results of the due diligence  review to be conducted  under Clause
          3.1(1);

     (2)  the Vendors being satisfied at their sole and absolute discretion with
          the results of the due diligence  review to be conducted  under Clause
          3.1(2);

     (3)  the  Vendors'  Warranties  (save and except the  Vendors'  Schedule of
          Exceptions) remaining true and accurate in all respect;

<PAGE>




     (4)  the Purchaser's  Warranties (save and except the Purchaser's  Schedule
          of Exceptions) remaining true and accurate in all respect;

     (5)  the Valuation  Report having been  delivered by the Vendors (or any of
          them) to the Purchaser;

     (6)  the  Vendors'  Schedule of  Exceptions  having been  delivered  by the
          Vendors  in  a  form  reasonably  satisfactory  to  the  Purchaser  as
          contemplated  by Clause  7.10 of this  Agreement  and the  Purchaser's
          Schedule of  Exceptions  having been  delivered by the  Purchaser in a
          form reasonably  satisfactory to the Vendors as contemplated by Clause
          8.10 of this Agreement; and

     (7)  the  Vendors  (or any of them)  having  delivered  to the  Purchaser a
          consolidated  audited financial statements for the Company prepared in
          accordance with US Generally  Accepted  Accounting  Principles for the
          period from the date of its incorporation until the Last Accounts Date
          and such financial  statements  shall be in a form suitable for filing
          with the U.S.  Securities and Exchange  Commission as required by Form
          8-K promulgated under the Securities Act.

3.3  If any of the conditions set out in Clause 3.2 has not been satisfied on or
     before  12:00  noon on the  date  falling  60 days  from  the  date of this
     Agreement or such later date as the  Purchaser  and the Vendors may jointly
     agree,  this Agreement shall cease and terminate (save and except Clause 11
     which shall continue to have full force and effect) and none of the parties
     to this Agreement  shall have any  obligations  and  liabilities  hereunder
     against or towards  one  another  save for any  antecedent  breaches of the
     terms hereof.

4.       CONSIDERATION

4.1  The aggregate purchase  consideration for the sale and purchase of the Sale
     Shares shall be:-

     (1)  the cash sum of  US$1,000,000  (United  States  Dollars  One  Million)
          ("Deposit"); and

     (2)  37,000,000 Consideration Shares.
<PAGE>




4.2      The Purchase Consideration shall be payable as follows:-

     (1)  the payment of the Deposit is  conditional  upon the Valuation  Report
          having been delivered by the Vendors (or any of them) to the Purchaser
          and the manner in which the  Deposit  shall be payable is  governed by
          the terms as set out in Clause 5; and

     (2)  the   balance  of  the   Purchase   Consideration   being   37,000,000
          Consideration  Shares  shall be issued by the Parent to the Vendors on
          Completion in the manner as provided in Clause 6.

5.       DEPOSIT

5.1  Subject to Clause  4.2(1),  the Deposit shall be paid by the Purchaser on a
     date  falling  within 30  Business  Days from the date of  delivery  of the
     Valuation  Report  pursuant  to  Clause  4.2(1)  or  the  Completion  Date,
     whichever date shall be earlier, on the following manner:-

     (1)  the Purchaser shall pay a sum of US$800,000,  being 80% of the Deposit
          to the 1st  Vendor or any person or persons to whom the 1st Vendor may
          direct; and

     (2)  the Purchaser  shall pay a sum of US$200,000,  being the remaining 20%
          of the  Deposit to the 5th Vendor or any person or persons to whom the
          5th Vendor may direct.

5.2  Upon due and complete performance by the Purchaser of its obligations under
     Clause 5.1(1) and (2), the Purchaser shall be deemed to have duly fulfilled
     its payment obligation under Clause 4.1(1).

5.3        In the event that:

     (1)  if any of the  conditions  referred  to in  Clause  3.2  have not been
          satisfied on or before 12:00 noon on the date falling 60 days from the
          date of this  Agreement  or such  later  date as the  Vendors  and the
          Purchaser may agree, the Vendors shall immediately  return the Deposit
          to the Purchaser;

<PAGE>




     (2)  if all the conditions referred to in Clause 3.2 have been satisfied on
          or before 12:00 noon on the date falling 60 days from the date of this
          Agreement  or such later date as the  Vendors  and the  Purchaser  may
          agree,  and  Completion  takes place in accordance  with Clause 6, the
          Vendors shall retain the Deposit and treat the same as part payment of
          the Purchase Consideration;

     (3)  if all the conditions referred to in Clause 3.2 have been satisfied on
          or before 12:00 noon on the date falling 60 days from the date of this
          Agreement  or such later date as the  Vendors  and the  Purchaser  may
          agree,  and Completion does not take place in accordance with Clause 6
          otherwise  than as a  result  of the  sole  default  of the any of the
          Vendors or solely the joint default of any of the Vendors, the Vendors
          shall  retain the Deposit as  liquidated  damages (but not as penalty)
          and in full and final  settlement of any  liabilities of the Purchaser
          towards  the  Vendors and  whereupon  the  Vendors  shall not take any
          action to claim for damages or to enforce specific  performance or any
          other rights and remedies; or

     (4)  if all the conditions referred to in Clause 3.2 have been satisfied on
          or before 12:00 noon on the date falling 60 days from the date of this
          Agreement  or such later date as the  Vendors  and the  Purchaser  may
          agree,  and Completion does not take place in accordance with Clause 6
          as a result of the sole  default  of any of the  Vendors or solely the
          joint  default of any of the Vendors,  the Vendors  shall  immediately
          return the Deposit to the Purchaser.

6.       COMPLETION

6.1        Upon compliance with or fulfillment or waiver of all the conditions
           set out in Clause 3.2, completion of the sale and purchase of the
           Sale Shares shall take place at the office of the 1st Vendor on
           Completion Date at or before 3:00 p.m. or at such other place and
           time as both the Vendors and the Purchaser may jointly agree when all
           the acts and requirements set out in this Clause 6 shall be complied
           with.

6.2        The Vendors shall deliver or procure the delivery to the Purchaser or
           to its order of all the following:

     (1)  instruments  of transfer in respect of the transfer of the Sale Shares
          duly  executed  by the  registered  holder  thereof  in  favour of the
          Purchaser or its  nominee(s)  as the  Purchaser  may direct,  and such
          other documents as may be

<PAGE>



     required to give a good and effective  transfer of title to the Sale Shares
     to the  Purchaser or such  nominee(s)  and to enable the  Purchaser or such
     nominee(s) to become the registered and beneficial holder thereof free from
     all Encumbrances;

            (2)

(i)  all  statutory  records and minute books (which shall be written up to date
     as at Completion) and other statutory records of the Company;

(ii) the common seal and all rubber stamps,  cheque books, cheque stubs and bank
     statements,  receipt  books,  all  current  insurance  policies,  books and
     accounts  and title deeds and  evidence of  ownership to all assets and all
     current contracts and all other accounting records of the Company; and

(iii)all correspondence and other documents  belonging to the Company (including
     its  constitutional  documents)  or  written  authorities  in favour of the
     Purchaser for the collection of such documents;

           (3)       where directed by the Purchaser, the written resignations
                     of all directors and company secretary of the Company
                     together with a written acknowledgement under seal from
                     each of them respectively in such form as the Purchaser
                     shall require that he has no claims against the Company
                     whether by way of compensation, remuneration, severance
                     payments, expenses, damages or otherwise;


           (4)       copy, certified as true and complete by a director of the
                     Company, of resolution of the board of directors approving
                     the matter referred to in Clause 6.3.

6.3        The Vendors shall procure a meeting of the board of directors of the
           Company at which such matters shall be dealt with and resolved upon
           as the Purchaser shall require for the purposes of giving effect to
           the provisions of this Agreement including without limitation, (1)
           the acceptance of the resignation of the directors of the Company as
           provided under Clause 6.2(3) above; (2) the appointment of such
           persons nominated by the Purchaser as directors and secretary of the
           Company with effect from the date of Completion; and (3) the
           amendment of the signatories and bank mandates for all accounts
           maintained by the Company with banks and financial institutions in
           such manner as the Purchaser may require.


<PAGE>




6.4  Against compliance and fulfillment of all acts and the requirements set out
     in Clauses 6.2 and 6.3, the Parent shall and the  Purchaser  shall  procure
     that the Parent shall forthwith:

     (1)  deliver  to the 1st  Vendor or its  nominee(s)  as the 1st  Vendor may
          direct the original share  certificates  for 18,500,000  Consideration
          Shares free from all Encumbrances other than the Transfer Restrictions
          with the name of the 1st Vendor or such  nominee(s)  registered as the
          beneficial  holder(s)  thereof,  and such  other  documents  as may be
          required to give a good and effective  transfer of title to 18,500,000
          Consideration  Shares  to the 1st  Vendor  or such  nominee(s)  and to
          enable the 1st Vendor or such  nominee(s) to become the registered and
          beneficial  holder  thereof  free of all  Encumbrances  other than the
          Transfer Restrictions;

     (2)  deliver  to the 2nd  Vendor or its  nominee(s)  as the 2nd  Vendor may
          direct the original  share  certificates  for 3,700,000  Consideration
          Shares free from all Encumbrances other than the Transfer Restrictions
          with the name of the 2nd Vendor or such  nominee(s)  registered as the
          beneficial  holder(s)  thereof,  and such  other  documents  as may be
          required to give a good and  effective  transfer of title to 3,700,000
          Consideration  Shares  to the 2nd  Vendor  or such  nominee(s)  and to
          enable the 2nd Vendor or such  nominee(s) to become the registered and
          beneficial  holder  thereof  free of all  Encumbrances  other than the
          Transfer Restrictions;

     (3)  deliver  to the 3rd  Vendor or its  nominee(s)  as the 3rd  Vendor may
          direct the original  share  certificates  for 1,850,000  Consideration
          Shares free from all Encumbrances other than the Transfer Restrictions
          with the name of the 3rd Vendor or such  nominee(s)  registered as the
          beneficial  holder(s)  thereof,  and such  other  documents  as may be
          required to give a good and  effective  transfer of title to 1,850,000
          Consideration  Shares  to the 3rd  Vendor  or such  nominee(s)  and to
          enable the 3rd Vendor or such  nominee(s) to become the registered and
          beneficial  holder  thereof  free of all  Encumbrances  other than the
          Transfer Restrictions;

     (4)  deliver  to the 4th  Vendor or its  nominee(s)  as the 4th  Vendor may
          direct the original  share  certificates  for 5,550,000  Consideration
          Shares free from all Encumbrances other than the Transfer Restrictions
          with the name of the 4th
<PAGE>




               Vendor or such nominee(s)  registered as the beneficial holder(s)
               thereof,  and such other  documents  as may be required to give a
               good and effective  transfer of title to 5,550,000  Consideration
               Shares to the 4th Vendor or such nominee(s) and to enable the 4th
               Vendor or such nominee(s) to become the registered and beneficial
               holder thereof free of all  Encumbrances  other than the Transfer
               Restrictions;

     (5)  deliver  to the 5th  Vendor or its  nominee(s)  as the 5th  Vendor may
          direct the original  share  certificates  for 7,400,000  Consideration
          Shares free from all Encumbrances other than the Transfer Restrictions
          with the name of the 5th Vendor or such  nominee(s)  registered as the
          beneficial  holder(s)  thereof,  and such  other  documents  as may be
          required to give a good and  effective  transfer of title to 7,400,000
          Consideration  Shares  to the 5th  Vendor  or such  nominee(s)  and to
          enable the 5th Vendor or such  nominee(s) to become the registered and
          beneficial  holder  thereof  free of all  Encumbrances  other than the
          Transfer  Restrictions;  and  (6)  deliver  to  the  Vendors  a  copy,
          certified true and complete by an authorized officer of the Parent, of
          resolutions  of the board of  directors of the Parent  approving  this
          Agreement  and  all  other   transactions   contemplated   under  this
          Agreement.


6.5  Against compliance and fulfillment of all acts and the requirements set out
     in Clauses 6.2 and 6.3, the Purchaser shall forthwith:-

     (1)  produce to the  Vendors  instrument  of  transfer  and bought and sold
          notes in respect of the Sale Shares duly  executed by the Purchaser or
          its nominees; and

     (2)  deliver  to the  Vendors a copy,  certified  true and  complete  by an
          authorized  officer of the  Purchaser,  of resolutions of the board of
          directors of the  Purchaser  approving  this  Agreement  and all other
          transactions contemplated under this Agreement.


6.6  Upon due and complete  performance by the Parent of its  obligations  under
     Clause 6.4(1), (2), (3), (4) and (5), the Purchaser shall be deemed to have
     duly fulfilled its payment obligation under Clause 4.1(2).
<PAGE>




6.7  The parties hereto acknowledge that each of the original share certificates
     as referred to in Clause 6.4(1),  (2), (3), (4) and (5) respectively  shall
     contain one or more legends with reference being made to the Securities Act
     (as  well as any  other  legends  required  by the  laws of any  applicable
     jurisdiction)  whereby such  reference  shall  contain  wordings  which are
     substantially  similar to the following:-

     "THE  SECURITIES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
     UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED AND MAY NOT BE  TRANSFERRED
     UNLESS A  REGISTRATION  STATEMENT  COVERING  THE  SECURITIES  IS FILED  AND
     EFFECTIVE  OR AN  EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  OF  THE
     SECURITIES ACT IS AVAILABLE."

7.         VENDORS' WARRANTIES

7.1  Each of the Vendors jointly and severally warrant to the Purchaser that the
     Vendors'  Warranties  set out in Schedule 2 Part I are true and accurate in
     all material  respects as at the date hereof and will  continue to be so up
     to and  including  the time of Completion  and the Vendors  hereby  further
     acknowledge  that the Purchaser in entering into this  Agreement is relying
     on the Vendors' Warranties. For the avoidance of doubt, the Vendors make no
     warranty in respect of all matters,  documents and/or information disclosed
     to the Purchaser or its agents as exceptions  from the Vendors'  Warranties
     as set out in the Vendors'  Schedule of Exceptions and the Purchaser hereby
     confirm  and  agree  that it has no right to make any  claim or  demand  in
     respect of all such matters, documents and/or information.

7.2  Each of the Vendors'  Warranties is without prejudice to any other warranty
     or undertaking and, except where expressly  stated,  no clause contained in
     this  Agreement  governs or limits the extent or  application  of any other
     clause.

7.3  The rights and  remedies of the  Purchaser  in respect of any breach of the
     Vendors'  Warranties  shall not be affected by  completion  of the sale and
     purchase of the Sale Shares, by any  investigation  made by or on behalf of
     the Purchaser  into the affairs of the Company,  by any failure to exercise
     or delay in exercising  any right or remedy or by any other event or matter
     whatsoever,  except  a  specific  and duly  authorized  written  waiver  or
     release.

<PAGE>




7.4  The Vendors hereby  undertakes  jointly and severally to indemnify and keep
     indemnified the Purchaser against any losses,  liabilities,  damages, costs
     and expenses suffered by the Purchaser as a result of or in connection with
     any breach of any of the Vendors'  Warranties  provided  that the indemnity
     contained in this Clause shall be without prejudice to any other rights and
     remedies of the  Purchaser  in relation to any such breach of the  Vendors'
     Warranties  and all such other  rights and  remedies  are hereby  expressly
     reserved to the Purchaser.

7.5  (1) Any claim by the Purchaser in connection  with the Vendors'  Warranties
     ("Vendors'  Warranty  Claim")  shall not be made  unless  the amount of the
     damages in respect of such Vendors'  Warranty Claim exceed in aggregate the
     sum of US$50,000 but if the  liabilities  exceed that sum the Vendors shall
     (subject  to other  provisions  hereof)  be  liable  for the  whole of such
     liability and not merely the excess.

     (2)  No liability shall be attached to the Vendors in respect of any single
          Vendors'  Warranty  Claim unless the amount of such Vendors'  Warranty
          Claim shall exceed US$50,000.

7.6  The Purchaser shall not be entitled to make any Vendor's Warranty Claim

     (1)  to the extent that  provision for the matter or liability  which would
          otherwise  give  rise to the  claim in  question  has been made in the
          Accounts or has  otherwise  specifically  been taken account of in the
          Accounts;

     (2)  if the claim  would not have  arisen  but for a change in  legislation
          made after the date of Completion; and

     (3)  to the extent that the relevant matters, documents or information have
          been disclosed to the Purchaser or its agent in the Vendors'  Schedule
          of Exceptions.

7.7  Where any of the Vendors' Warranties are qualified as being "to the best of
     the  information,  knowledge  and belief of the  Vendors" or "so far as the
     Vendors  are  aware"  or by any other  similar  expression,  such  Vendor's
     Warranty  is deemed  to have  been made or given to the best of  knowledge,
     information and belief of the Vendors after making due and careful enquiry.
<PAGE>




7.8  The maximum  aggregate  liability of the Vendors in respect of all Vendor's
     Warranty Claims shall not exceed the Purchase  Consideration.  The Vendors'
     Warranties shall survive  Completion but no Vendor's Warranty Claims may be
     brought against the Vendors in respect of any breach of Vendor's Warranties
     unless  written  notice of such  Vendor's  Warranty  Claim  specifying  the
     particulars of such claim has been received by the Vendors on or before the
     expiration of six (6) months from the date of execution of this Agreement.


7.9  The Vendors  shall not be liable for breach of any Vendor's  Warranties  by
     reason of any act done by or  omission or default of the  Purchaser  or the
     Parent occurring after the execution of this Agreement.

7.10 The  Purchaser  acknowledges  that the Vendors have not yet  delivered  the
     Vendors'   Schedule  of  Exceptions  to  the  Purchaser  or  its  agent  as
     contemplated  by this Clause 7. The  Vendors  shall  deliver  the  Vendors'
     Schedule  of  Exceptions  to the  Purchaser  at  least  10  days  prior  to
     Completion.  The Purchaser  shall have the  opportunity  during such 10 day
     period to review and comment on the Vendors' Schedule of Exceptions and the
     parties  to this  Agreement  shall use their best  efforts  to resolve  any
     concerns or comments that the Purchaser may have with the Vendors' Schedule
     of Exceptions.

8.   PURCHASER'S WARRANTIES

8.1  Both the Parent and Purchaser  jointly and severally warrant to the Vendors
     that the Purchaser's  Warranties set out in Schedule 2 Part II are true and
     accurate in all material  respects as at the date hereof and will  continue
     to be so up to and including the time of Completion  and the Parent and the
     Purchaser  hereby  further  acknowledges  that the Vendors in entering into
     this Agreement is relying on the Purchaser's Warranties.  For the avoidance
     of doubt,  the Parent and the Purchaser makes no warranty in respect of all
     matters,  documents  and/or  information  disclosed  to the  Vendors or its
     agents  as  exceptions  to the  Purchaser's  Warranties  as set  out in the
     Purchaser's Schedule of Exceptions and the Vendors hereby confirm and agree
     that it has no right to make any  claim or demand  in  respect  of all such
     matters, documents and/or information.

8.2  Each of the  Purchaser's  Warranties  is  without  prejudice  to any  other
     warranty or  undertaking  and,  except where  expressly  stated,  no clause
     contained in this Agreement  governs or limits the extent or application of
     any other clause.

<PAGE>




8.3  The  rights  and  remedies  of the  Vendors in respect of any breach of the
     Purchaser's  Warranties shall not be affected by completion of the sale and
     purchase of the Sale Shares, by any  investigation  made by or on behalf of
     the Vendors into the affairs of the Company,  by any failure to exercise or
     delay in  exercising  any right or  remedy or by any other  event or matter
     whatsoever,  except  a  specific  and duly  authorised  written  waiver  or
     release.

8.4  The Parent and the  Purchaser  hereby  jointly and  severally  undertake to
     indemnify and keep indemnified the Vendors against any losses, liabilities,
     damages,  costs and  expenses  suffered by the Vendors as a result of or in
     connection  with any breach of any of the Purchaser's  Warranties  provided
     that the indemnity  contained in this Clause shall be without  prejudice to
     any other rights and remedies of the Vendors in relation to any such breach
     of the  Purchaser's  Warranties  and all such other rights and remedies are
     hereby expressly reserved to the Vendors.

8.5  (1) Any claim by the Vendors in connection with the Purchaser's  Warranties
     (a "Purchaser's Warranty Claim") shall not be made unless the amount of the
     damages in respect of such Purchaser's  Warranty Claim exceeds in aggregate
     the sum of US$50,000 but if the  liabilities  exceed that sum the Purchaser
     shall (subject to other provisions  hereof) be liable for the whole of such
     liability and not merely the excess.

          (2)  No liability shall be attached to the Purchaser in respect of any
               single  Purchaser's  Warranty  Claim  unless  the  amount of such
               Purchaser's Warranty Claim shall exceed US$50,000.

8.6  The Vendors shall not be entitled to make any Purchaser's Warranty Claim

     (1)  if the claim  would not have  arisen  but for a change in  legislation
          made after the date of Completion; and

     (2)  to the extent that the relevant matters, documents or information have
          been disclosed to the Purchaser or its agent in the Vendors'  Schedule
          of Exceptions.

8.7  Where any of the Purchaser's Warranties are qualified as being "to the best
     of  the  information,  knowledge  and  belief  of  the  Parent  and/or  the
     Purchaser"  or "so far as the Parent  and/or the  Purchaser is aware" or by
     any other similar expression, such

<PAGE>



     Purchaser's  Warranty  is  deemed to have been made or given to the best of
     knowledge,  information and belief of the Parent and/or the Purchaser after
     making due and careful enquiry.


8.8  The maximum  aggregate  liability  of the Parent  and/or the  Purchaser  in
     respect of all  Purchaser's  Warranty  Claims shall not exceed the Purchase
     Consideration.  The Purchaser's  Warranties shall survive Completion but no
     Purchaser's  Warranty  Claims may be brought  against the Parent and/or the
     Purchaser in respect of any breach of Purchaser's Warranties unless written
     notice of such  Purchaser's  Warranty Claim  specifying the  particulars of
     such claim has been  received  by the Parent  and/or  the  Purchaser  on or
     before the  expiration of six (6) months from the date of execution of this
     Agreement.

8.9  The  Parent  and/or  the  Purchaser  shall not be liable  for breach of any
     Purchaser's  Warranties by reason of any act done by or omission or default
     of any of the Vendors occurring after the execution of this Agreement.

8.10 The Vendors  acknowledge  that the Parent  and/or the Purchaser has not yet
     delivered  the  Purchaser's  Schedule  of  Exceptions  to  the  Vendors  as
     contemplated  by this  Clause 8. The  Parent  and/or  the  Purchaser  shall
     deliver the  Purchaser's  Schedule of  Exceptions at least 10 days prior to
     Completion.  The  Vendors  shall have the  opportunity  during  such 10 day
     period to review and comment on the Purchaser's  Schedule of Exceptions and
     the parties to this  Agreement  shall use their best efforts to resolve any
     concerns  or  comments  that  the  Vendors  may have  with the  Purchaser's
     Schedule of Exceptions.

9.   GUARANTEE BY PARENT

9.1  In consideration  of the Vendors  entering into this Agreement,  the Parent
     hereby  unconditionally  and irrevocably  guarantees to the 1st Vendor, the
     2nd  Vendor,  the 3rd  Vendor,  the 4th  Vendor  and  the 5th  Vendor  as a
     principal  obligor  and not  merely  as a  surety,  full due  punctual  and
     complete  performance  by the  Purchaser  of all its  obligations  under or
     arising out of or in connection  with this  Agreement and undertakes to the
     Vendors that if and whenever the  Purchaser is in default,  the Parent will
     duly and  immediately  perform  such  obligations  and  indemnify  and keep
     indemnified the Vendors against all losses,  damages, costs and expenses of
     whatsoever  nature  which may be suffered or incurred by the Vendors or any
     of them by reason of any default or delay on the part of the  Purchaser  in
     the performance of the said obligations

<PAGE>



     immediately upon receipt of the demand in writing by any of the Vendors.

9.2  The Parent hereby  irrevocably waives any right to require that the Vendors
     brings proceedings first against the Purchaser.

9.3  The  obligations of the Parent  hereunder  shall  continue  notwithstanding
     Completion  and this Clause shall remain in force until all  obligations of
     the  Purchaser  hereby  guaranteed  have  been  discharged  in  full.  This
     Guarantee is in addition to and shall not prejudice or be prejudiced by any
     other  guarantee,  indemnity or other  security or right  against any third
     party which the Vendors or any of them may have for the due  performance of
     the obligations concerned.  This Guarantee will continue to be effective or
     will be  reinstated,  as the case may be,  if at any time any sum which has
     become  payable to the Vendors or any of them  hereunder and has been paid,
     has to be  returned  by the  Vendors  or any of them  upon the  bankruptcy,
     liquidation or organization of the Purchaser or otherwise.

9.4  The Parent shall not be exonerated or discharged nor shall its liability be
     affected by any forbearance, whether as to payment, time, performance or by
     any variation of this Agreement.

10.  FURTHER ASSURANCE

10.1 The Vendors shall execute,  do and perform or procure to be executed,  done
     and performed by other necessary parties all such further acts, agreements,
     assignments,  assurances,  deeds and documents as the Purchaser may require
     effectively to vest the  registered  and  beneficial  ownership of the Sale
     Shares in the Purchaser free from all  Encumbrances and with all rights now
     and hereafter attaching thereto.

10.2 Both the Parent and the Purchaser jointly and severally  covenant that each
     of them shall  execute and perform such further  documents  and acts as the
     1st  Vendor,  the 2nd  Vendor,  the 3rd  Vendor,  the 4th Vendor or the 5th
     Vendor  may  reasonably  require  effectively  to vest the  beneficial  and
     registered  ownership  of (1)  18,500,000  Consideration  Shares in the 1st
     Vendor or its  nominee(s),  (2) 3,700,000  Consideration  Shares in the 2nd
     Vendor or its  nominee(s),  (3) 1,850,000  Consideration  Shares in the 3rd
     Vendor or its  nominee(s),  (4) 5,550,000  Consideration  Shares in the 4th
     Vendor or its nominee(s) and (5) 7,400,000  Consideration Shares in the 5th
     Vendor or its nominee(s) as respectively  referred to in Clause 6.4, all of
     which free from all Encumbrances (other than the Transfer Restrictions) and
     with all rights now and

<PAGE>



     hereafter attaching thereto.

11.  CONFIDENTIALITY AND ANNOUNCEMENTS

11.1 The Purchaser will, and will cause its associates and advisers to, treat in
     confidence all non-public  information  regarding the Company  contained in
     written  documents and materials  ("Confidential  Material") which they may
     obtain from the Company or Media Creative and in the event that  Completion
     is not  effected and this  Agreement is rescinded or otherwise  terminated,
     will return such  Confidential  Material to the Company or Media  Creative.
     The Purchaser  may disclose  Confidential  Information  if, and only to the
     extent required by applicable law or exchange or automatic quotation system
     rules.

11.2 No  public  announcement  or  communication  of any  kind  shall be made in
     respect of the subject matter of this Agreement  unless an  announcement is
     required  pursuant  to  any  applicable  law  or  the  requirements  of any
     recognised stock exchange or automatic quotation system.


12.  NOTICES

12.1 Any notice consent and the like required or permitted to be given or served
     under this  Agreement may be given or served by facsimile or by leaving the
     same  with or  sending  the same by  registered  post to the party to or on
     which the same is to be given or served at the address  specified  opposite
     the name of that party or at such other address as that party shall specify
     by written notice given to the other party as provided in this Clause:-

           If to the 1st Vendor:
           --------------------
     Address: M18, 28/F.,  Soundwill Plaza, No.38 Russell Street,  Causeway Bay,
     Hong Kong

           If to the 2nd Vendor:
           --------------------
     Address:  Room 711, 7th Floor,  East Ocean Centre,  No.98  Granville  Road,
     Tsimshatsui, Kowloon, Hong Kong

           If to the 3rd Vendor:
           --------------------
     Address:  Room 711, 7th Floor,  East Ocean Centre,  No.98  Granville  Road,
     Tsimshatsui, Kowloon, Hong Kong

<PAGE>




           If to the 4th Vendor:
           --------------------
     Address:  Flat 7, Block B, 27th Floor,  Kiu Kwan  Building,  No.395  King's
     Road, Hong Kong.

           If to the 5th Vendor:
           --------------------
     Address: Room 901, 9th Floor, Tai Sang Bank Buildng,  Nos.130-132 Des Voeux
     Road, Central, Hong Kong

           If to the Purchaser or the Parent:
           ---------------------------------
     Address:  Room 1102, 11th Floor,  No.148 Electric Road,  North Point,  Hong
     Kong.

12.2 All communications shall be served by the following means and the addressee
     of a  communication  shall be deemed to have  received  the same within the
     time stated adjacent to the relevant means of despatch:

      Means of despatch                                   Time of deemed receipt
      Local mail or courier                               24 hours
      Facsimile                                           on despatch
      Air courier/Speedpost                               3 days
      Airmail                                             5 days

13.  SEVERABILITY

13.1 If any part of this Agreement becomes invalid, illegal or unenforceable the
     parties  hereto shall in such an event  negotiate in good faith in order to
     agree the terms of a mutually satisfactory  provision to be substituted for
     the invalid, illegal or unenforceable provision which as nearly as possible
     validly gives effect to their intentions as expressed herein.

13.2 If any  provision  of this  Agreement  is or  becomes  illegal,  invalid or
     unenforceable in any jurisdiction, that shall not affect:

     (1)  the  validity  or  enforceability  in that  jurisdiction  of any other
          provision of this Agreement; or

     (2)  the validity or enforceability  in other  jurisdictions of that or any
          other provision of this Agreement.

<PAGE>




14.      CAPACITY

           Each party to this Agreement hereby warrants to the other such party
that it has full capacity to enter into this Agreement and that such entry does
not in any way violate any provision of law, statute, rule, regulation,
judgement, writ, injunction, decree or order applicable to it; that this
Agreement does not conflict and will not result in the breach or termination of
any provision of, or constitute a default under any mortgage, contract or other
undertaking binding on it; and will not result in the creation of any liability,
charge or Encumbrance whatsoever upon any of its properties or other assets save
as contemplated herein.

15.      ENTIRE AGREEMENT

           This Agreement constitutes the entire understanding between the
parties with respect to the subject matter hereof and supersedes all prior
agreements, negotiations (whether written or otherwise) and discussions between
the parties relating thereto.

16.      AMENDMENTS

           Save as expressly provided herein, no amendment or variation of this
Agreement shall be effective unless in writing and signed by the 1st Vendor, the
2nd Vendor, the 3rd Vendor, the 4th Vendor, the 5th Vendor, a duly authorised
representative of each of the Parent and the Purchaser.

17.      WAIVER

           The failure or delay of a party hereto to exercise or enforce any
right, power, privilege or remedy whatsoever, howsoever or otherwise conferred
upon it by this Agreement shall not be deemed to be a waiver of any such right
or operate so as to bar the exercise or enforcement thereof at any time or times
thereafter, nor shall any single or partial exercise of any such right, power,
privilege or remedy preclude any other or further exercise thereof or the
exercise of any other right or remedy. No waiver shall be effective unless it is
in writing. The rights and remedies herein provided are cumulative and are not
exclusive of any rights or remedies provided by law.


<PAGE>




18.      COUNTERPARTS

           This Agreement may, be signed in any number of counterparts, all of
which taken together shall constitute one and the same Agreement. Any party may
enter into this Agreement by signing any such counterpart.

19.      ASSIGNMENT

           This Agreement shall not be capable of being assigned by any party
without the written consent of the other parties.

20.      TIME OF THE ESSENCE

           Time shall be of the essence of this Agreement, both as regards the
dates and periods specifically mentioned and as to any dates and periods which
may, by agreement in writing between the parties hereto, be substituted
therefor.

21.      COSTS

           The Parent shall bear all costs and expenses incurred in connection
with this Agreement and all documents incidental or relating to Completion.

22.      GOVERNING LAW

           This Agreement shall be governed by and construed in accordance with
the laws of Colorado in US.

23.      JURISDICTION

23.1       Each of the parties to this Agreement submits to the jurisdiction of
           any state or federal court sitting in the State of Colorado in US, in
           any action or proceeding arising out of or relating to this Agreement
           and agrees that all claims in respect of the action or proceeding may
           be heard and determined in any such court. Each of the parties to
           this Agreement waives any defense of inconvenient forum to the
           maintenance of any action or proceeding so brought and waives any
           bond, surety, or other security that might be required of any other
           party with respect thereto.


<PAGE>




23.2       The submission to the jurisdiction of the court referred to Clause
           23.1 shall not (and shall not be construed so as to) limit the right
           of the parties to this Agreement to take proceedings in any other
           court of competent jurisdiction (including Hong Kong) nor shall the
           taking of proceedings in any one or more jurisdictions preclude the
           taking of proceedings in any other jurisdiction, whether concurrently
           or not.



<PAGE>




           IN WITNESS whereof the parties have executed this Agreement the day
and year first before written.

THE 1ST VENDOR

SIGNED by  TANG YIN WHITNEY, its                   )
director for and on behalf of  WISE                )
MEDIA GROUP INC. in the presence                   )
of:                                                )





THE 2ND VENDOR

SIGNED by  TANG HING LUN, its                      )
director for and on behalf of CHINA                )
MEDIA INC. in the presence of:-                    )





THE 3RD VENDOR

SIGNED by  WONG KAM OIL, its                       )
director for and on behalf of SINOWISE             )
LIMITED in the presence of:-                       )





THE 4TH VENDOR

SIGNED by  WAN KIN MAN (holder                     )
of Hong Kong Identity Card                         )
No.D028278(3)) in the presence of:-                )




<PAGE>



THE 5TH VENDOR

SIGNED by   CHAN YI TUNG ALICE                     )
ANASTASIA for and on behalf of                     )
WORLDCON ASSETS LIMITED in the                     )
presence of:- )






THE PARENT

SEALED with the Common Seal of                    )
the Parent and SIGNED by   KWEI CHI               )
PING JUSTIN, its director in the                  )
presence of:- )






THE PURCHASER

SIGNED by  YIM CHUN KEUNG                          )
WILSON, its director for and on behalf             )
of ASIA GENIUS LIMITED in the                      )
presence of:-                                      )



<PAGE>




                                   SCHEDULE 1

                                   THE COMPANY


Part 1 - The Company

Name                          :     Wise Media Investments Limited

Place of Incorporation        :     Samoa

Registered Office:            :     Offshore Chambers, P.O. Box 217, Apia, Samoa

Director                      :     Tang Yin Whitney

Authorised Share Capital      :     US$1,000,000.00

Issued Share Capital          :     US$1,000,000.00 divided into 1,000,000
                                    shares of US$1.00 each.

Shareholders                  :

     (1) Wise Media Group Inc.  holding 50% of the issued  share  capital of the
Company;
     (2) China  Media  Inc.  holding  10% of the  issued  share  capital  of the
Company;
     (3) Sinowise Limited holding 5% of the issued share capital of the Company;
     (4) Wan Kin Man holding 15% of the issued share capital of the Company; and
     (5) Worldcon  Assets Limited holding 20% of the issued share capital of the
Company.


<PAGE>



                                   SCHEDULE 2

                                     PART I

                               VENDORS' WARRANTIES


REPRESENTATIONS AND WARRANTIES REGARDING THE VENDORS

1. Authorization of Transaction. Each of the 1st Vendor, the 2nd Vendor, the 3rd
Vendor, the 4th Vendor and the 5th Vendor has full power and authority to
execute and deliver this Agreement and to perform its respective obligations
hereunder. This Agreement constitutes the valid and legally binding obligation
of each of the Vendors, enforceable in accordance with its terms and conditions.

2. Noncontravention. Neither the execution and the delivery of this Agreement,
nor the consummation of the transactions contemplated hereby, will violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any governmental authority to which
either the 1st Vendor, the 2nd Vendor, the 3rd Vendor, the 4th Vendor or the 5th
Vendor is subject.

3. Brokers' Fees. None of the Vendors has any liability or obligation to pay any
fees or  commissions  to any  broker,  finder,  or  agent  with  respect  to the
transactions  contemplated  by this  Agreement  for which the  Purchaser  or the
Parent could become liable or obligated.

4. Company Shares. The 1st Vendor owns beneficially and of record the 1st
Vendor's Shares, the 2nd Vendor owns beneficially and of record the 2nd Vendor's
Shares, the 3rd Vendor owns beneficially and of record the 3rd Vendor's Shares,
the 4th Vendor owns beneficially and of record the 4th Vendor's Shares and the
5th Vendor owns beneficially and of record the 5th Vendor's Shares, free and
clear of any Encumbrances, Taxes, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands.

REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND MEDIA CREATIVE

5.  Organization and Corporate  Matters.  The Company has been duly incorporated
and is validly  existing under the laws of Samoa and is not in  receivership  or
liquidation,  and that it has taken no steps to enter  into  liquidation  and no
petition has been presented for winding up the

<PAGE>



Company. The copies of the Memorandum and Articles of Association of the Company
which have been produced to the Purchaser are accurate and complete in all
material respects. So far as the Vendors are aware, the Company has complied
with its Memorandum and Articles of Association in all material respects and
none of the activities, agreements, commitments or rights of the Company is
ultra vires or unauthorised. The statutory books and minute books of the Company
has not received any application or request for rectification of the register of
members. So far as the Vendors are aware, the business of Media Creative is not
in contravention of any laws, rules and regulations of Hong Kong.

6. Capitalization. The total issued share capital of the Company consists of 100
ordinary shares. All of the issued ordinary shares of the Company have been duly
authorized, are validly issued, fully paid and are held of record respectively
by the 1st Vendor, the 2nd Vendor, the 3rd Vendor, the 4th Vendor and the 5th
Vendor. There are no outstanding or authorized options, warrants, preemptive
rights, purchase rights, subscription rights, conversion rights, exchange
rights, or other contracts or commitments that could require the Company to
issue shares in its authorized share capital. There are no voting trusts,
proxies, or other agreements or understandings with respect to the voting rights
in the Company. The Company is the registered and beneficial holder of 9,999
shares in the issued share capital of Media Creative whereas the 1st Vendor is
the registered and beneficial holder of 1 share in the remaining issued share
capital of Media Creative.

7. Company and Media Creative Noncontravention. Neither the execution and the
delivery of this Agreement and the documents referenced herein, nor the
consummation of the transactions contemplated hereby, will violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge, or other restriction of any governmental authority to which the
Company or Media Creative is subject or any provision of the Company's or Media
Creative's constituent instruments.

8. No Company or Media  Creative  Brokers' Fees. The Company has no liability or
obligation to pay any fees or commissions to any broker,  finder,  or agent with
respect to the transactions contemplated by this Agreement.

9. Title to Assets.  The  Company has good and  marketable  title to, or a valid
leasehold  interest  in, the  properties  and assets used by it,  located on its
premises, or shown on the Accounts or acquired after the date thereof.

<PAGE>




10.  Subsidiaries.  Other than Media  Creative,  the Company does not control or
have any equity participation in any other entity.

11. Accounts. The Accounts have been prepared using Hong Kong generally accepted
accounting principles based upon the books and records of the Company applied on
a consistent basis throughout the periods covered thereby, present fairly the
financial condition of the Company as of such dates on a consolidated basis and
the results of operations of the Company and Media Creative for such periods,
are consistent with the books and records of the Company (which books and
records are correct and complete).

12. Events Subsequent to Last Accounts Date. Since the Last Accounts Date, there
has  not  been  any  adverse  change  in  the  business,   financial  condition,
operations,  results of operations,  or future prospects of the Company. Without
limiting the generality of the foregoing, since that date:

      (i)     the Company has not sold, leased, transferred, or assigned any of
              their respective assets, tangible or intangible, other than for a
              fair consideration in the ordinary course of business;

      (ii)    the Company has not entered into any agreement, contract, lease,
              pricing arrangement or license (or series of related agreements,
              contracts, leases, arrangements and licenses) either involving
              more than US$50,000 or outside the ordinary course of business;

      (iii)   the  Company  has not  imposed or  permitted  any  Encumbrance
              upon any of its  assets,  tangible or intangible;

      (iv)    the Company has not made any capital expenditure (or series of
              related capital expenditures) either involving more than US$50,000
              or outside the ordinary course of business;

      (v)     the Company has not cancelled, compromised, waived, or released
              any right or claim (or series of related rights and claims) either
              involving more than US$50,000 or outside the ordinary course of
              business;

      (vi)    there has been no change made or authorized in the constituent
              instruments of the Company;


<PAGE>




      (vii)   the  Company  has not made any loan to any of its  directors,
              officers,  employees  or  shareholders outside the ordinary course
              of business; and

      (viii)  the Company has not entered into any employment contract, written
              or oral, or modified the terms of any existing such contract.

13. Undisclosed Liabilities. The Company has no material liability (whether
accrued or unaccrued, contingent or not contingent, known or unknown), except
for (i) liabilities set forth in the Accounts and (ii) labilities which have
arisen after the Last Accounts Date in the ordinary course of business (none of
which results from, arises out of, relates to, is in the nature of, or was
caused by any breach of contract, breach of warranty, tort, infringement, or
violation of law).

14. Legal Compliance. The Company has complied with all applicable laws
(including rules, regulations, codes, plans, injunctions, judgments, orders,
decrees, rulings, and charges thereunder) of all governmental authorities, and
no action, suit, proceeding, hearing, investigation, charge, complaint, claim,
demand, or notice has been filed or commenced against the Company alleging any
failure so to comply.

15. Tax Matters. The Accounts contain appropriate provision for Taxation,
including deferred or provisional Taxation liable to be assessed on the Company
for the accounting period ended on the Last Accounts Date or for any subsequent
period (on the basis of the rates of tax and taxation statutes in force at the
Last Accounts Date) in respect of any transaction, event or omission occurring
or any income or profits or gains earned, accrued or received by the Company on
or prior to the Last Accounts Date or for which the Company is accountable up to
such date. Since the Last Accounts Date no further liability or contingent
liability for Taxation has arisen. As at the Last Accounts Date, the Company has
not received any demand for payment of any taxes and are under no liability to
pay any penalty or interest in connection therewith.

16.  Real  Property.  The Company  does not own or has any  interest in any real
property.

17. Trademarks and trade secrets. The business of the Company as now carried on,
does not, and is not likely to, infringe any intellectual  property right of any
other person.

18.   Trading and General Commercial Matters.

     (i)  Save as described in the Vendors' Schedule of Exceptions,  the Company
          has never entered into, and is not, as at the date hereof, party to :-


<PAGE>




          (a)  any contracts not made in the ordinary course of business;

          (b)  any  contracts  for  the  purchase  of  materials,   supplies  or
               equipment;

          (c)  any sales agency, distribution, or purchasing agreements; or

          (d)  any agency or partnership arrangement.

      (ii)    The Company is not in default under any provision of any contract
              or agreement to which it is a party or by which it is bound and no
              event has occurred which constitutes a default, or which with the
              giving of notice or the passage of time or otherwise, would
              constitute a default under such contract or agreement or which
              would require the premature repayment of any loans or other
              amounts due thereunder.

      (iii)   So far as the  Vendors  are aware,  the  Company is not the
              subject of any official  investigation  or inquiry and there are
              no facts which are likely to give rise to any such investigation
              or inquiry.


     (iv) So far as the Vendors are aware,  the Company has at all times carried
          on  its  businesses  in  compliance   with  all  applicable  laws  and
          regulations and the Company has not committed any criminal  offence or
          any  tort or any  breach  of the  requirements  or  conditions  of any
          statute, treaty,  regulation,  bye-law or other obligation relating to
          the  Company,  or  the  carrying  on of  its  businesses  and  without
          prejudice to the generality of the foregoing, the Company has obtained
          all  licences  and  consents  necessary  for  the  carrying  on of its
          businesses,   and  all  such  licences  and  consents  are  valid  and
          subsisting and as far as the Vendors are aware, there is no reason why
          any of them should be suspended, cancelled or revoked.


19.   Litigation.

     (i)  The Company is not  involved as  defendant  in any civil,  criminal or
          arbitration  proceedings  (apart  from those  arising in the  ordinary
          course of business) or in any  proceedings  before any tribunal and no
          such proceedings are threatened or pending.

     (ii) There is no  unsatisfied,  court order or  tribunal or arbitral  award
          outstanding against the Company and no distress,  execution or process
          has been levied on any part of their businesses or assets.

<PAGE>




20.   Employment Matters.

     (i)  There is no past,  existing,  threatened or pending dispute  involving
          the Company or its employees and there is no  arrangement  between the
          Company  and any trade  union or  organisation  representing  any such
          employees.

     (ii) No  circumstances  have arisen  under which the Company is required to
          pay, or is likely to be  required  to pay,  damages in relation to the
          dismissal  of  or to  reinstate  or  re-engage  any  employee,  former
          employee, officer or former officer of the Company.

     (iii)Other than the directors and company  secretary as set out in Schedule
          1, the Company has no directors, officers or employees.

     (iv) There is no outstanding  agreement or contract of service  between the
          Company and any of its directors, officers or employees.

     (v)  There are no share option or share  incentive  or similar  schemes for
          any officers (including  directors of the Company) or employees of the
          Company.

21. Disclosure. The representations and warranties contained in this Part I of
Schedule 2 do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained in this Part I of Schedule 2 not misleading.


<PAGE>



                                   SCHEDULE 2

                                     PART IA

                         VENDORS' SCHEDULE OF EXCEPTIONS


To be provided at a later date in accordance with Section 7.10 of the Agreement.


<PAGE>



                                   SCHEDULE 2

                                     PART II

                             PURCHASER'S WARRANTIES


REPRESENTATIONS AND WARRANTIES REGARDING THE PARENT AND THE PURCHASER

1. Organization, Qualification, and Corporate Power. Both the Purchaser and the
Parent are corporations duly organized, validly existing, and in good standing
under the jurisdictions of their respective incorporation. Except as set forth
in the Purchaser's Schedule of Exceptions, both the Purchaser and the Parent are
duly authorized to conduct business and are in good standing under the laws each
jurisdiction where such qualification is required. The Parent and the Purchaser
each have full corporate power and authority and all licenses, permits, and
authorizations necessary to carry on the businesses in which it is engaged and
to own and use the properties owned and used by it. Other than the Purchaser and
Protectserve Pacific Limited, the Parent has no subsidiaries and does not
control, directly or indirectly, or have any direct or indirect equity
participation in any entity. The Parent and the Purchaser have delivered to the
Vendors correct and complete copies of the Certificate of Incorporation and
bylaws of the Purchaser and the Parent (as amended to date). Neither the
Purchaser nor the Parent is in default under or in violation of any provision of
its Certificate of Incorporation or bylaws.

2.       Capitalization.
         --------------
     (i)  The  entire  authorized  capital  stock  of  the  Parent  consists  of
          200,000,000  shares of Common Stock  US$0.001 par value per share,  of
          which  45,051,301  common shares are issued and  outstanding as at the
          date of this Agreement.

     (ii) All of the  issued  and  outstanding  common  shares  have  been  duly
          authorized, are validly issued, fully paid, and nonassessable and have
          been issued in compliance with  applicable  laws,  including,  without
          limitation, applicable federal and state securities laws.

     (iii)Except as set forth in the Purchaser's  Schedule of Exceptions,  there
          are no outstanding or authorized options, warrants, preemptive rights,
          purchase rights,  subscription  rights,  conversion  rights,  exchange
          rights, or other rights or contracts or commitments that could require
          the Parent to issue, sell, or otherwise cause to

<PAGE>



          become  outstanding  any of its  capital  stock,  nor  are  there  any
          outstanding  options,  warrants or other rights of any kind to acquire
          any  additional  shares of capital  stock of the Parent or  securities
          exercisable or exchangeable for, or convertible into, capital stock of
          the  Parent,  nor is the Parent  committed  to issue any such  option,
          warrant, right or security.

     (iv) There are no  agreements  relating to the voting,  purchase or sale of
          capital  stock  (a)  between  or  among  the  Parent  and  any  of its
          stockholders,  (b) between or among the Parent and any third party, or
          (c) to the best  knowledge  of the Parent  between or among any of the
          Parent's  stockholders.  The  Parent  is not a party to any  agreement
          granting any  stockholder  of the Parent the right to cause the Parent
          to  register  shares of the  capital  stock of the Parent held by such
          stockholder under the Securities Act.


     (v)  All of the outstanding capital stock of the Purchaser is registered in
          the name of and beneficially owned by the Parent.

3. Noncontravention. Neither the execution and the delivery of this Agreement
and the documents referenced herein, nor the consummation of the transactions
contemplated hereby, will (i) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any governmental authority to which the Purchaser or the Parent is subject or
any provision of the charter or bylaws of the Purchaser or the Parent or (ii)
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any material agreement, contract, permit
or other arrangement to which the Parent or the Purchaser is a party or by which
it is bound or to which any of its assets is subject (or result in the
imposition of any Encumbrance upon any of its assets). Neither the Purchaser nor
the Parent needs to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any governmental authority in order for
the parties to this Agreement to consummate the transactions contemplated by
this Agreement except for filing required under applicable federal and state
securities laws. Without limiting the generality of the foregoing, each of the
Purchaser and the Parent has obtained all necessary consents, approvals,
waivers, permits and other authorizations required by it to enter into and
perform this Agreement and to carry out the transactions contemplated hereby.

4.  Brokers'  Fees.  Neither the  Purchaser  nor the Parent has any liability or
obligation to pay any fees or commissions to any broker,  finder,  or agent with
respect to the transactions contemplated by this Agreement.


<PAGE>




5.  Enforceability.  This Agreement  constitutes a valid and binding contract on
the  Purchaser and the Parent and is  enforceable  against each of the Purchaser
and the Parent in accordance with its terms.

6.  Consideration Shares.


     (i)  Upon  delivery of  18,500,000  Consideration  Shares  pursuant to this
          Agreement, the 1st Vendor will acquire valid legal title thereto, free
          and clear of any Encumbrance other than the Transfer Restrictions.

     (ii) Upon  delivery  of  3,700,000  Consideration  Shares  pursuant to this
          Agreement, the 2nd Vendor will acquire valid legal title thereto, free
          and clear of any Encumbrance other than the Transfer Restrictions.

     (iii)Upon  delivery  of  1,850,000  Consideration  Shares  pursuant to this
          Agreement, the 3rd Vendor will acquire valid legal title thereto, free
          and clear of any Encumbrance other than the Transfer Restrictions.

     (iv) Upon  delivery  of  5,550,000  Consideration  Shares  pursuant to this
          Agreement, the 4th Vendor will acquire valid legal title thereto, free
          and clear of any Encumbrance other than the Transfer Restrictions.

     (v)  Upon  delivery of  74,000,000  Consideration  Shares  pursuant to this
          Agreement, the 5th Vendor will acquire valid legal title thereto, free
          and clear of any Encumbrance other than the Transfer Restrictions.

     (vi) The Parent has filed all reports, registration statements,  definitive
          proxy  statements and other  documents and all amendments  thereto and
          supplements  thereof  required  to  be  filed  by  it  with  the  U.S.
          Securities and Exchange  Commission (the "SEC Reports"),  all of which
          have   complied  in  all  material   respects   with  the   applicable
          requirements of the Securities Act and the Securities  Exchange Act of
          1934, as amended and the rules and regulations promulgated thereunder.

7. Absence of Certain Changes.  Since the Last Accounts Date, there has not been
any event or condition of any character which has adversely affected,  or may be
expected to adversely affect, the Parent's business or prospects.

<PAGE>




8. Legal Proceedings. Except as disclosed in the SEC Reports, as of the date of
this Agreement, there is no legal, administrative, investigatory, regulatory or
similar action, suit, claim or proceeding which is pending or, so far as the
Parent and the Purchaser are aware, threatened against the Parent or the
Purchaser which, if determined adversely to the Parent and/or the Purchaser,
could have, individually or in the aggregate, a material adverse effect on the
business, assets, or prospects of the Parent or the Purchaser which in any
manner challenges or seeks to prevent, enjoin, alter or delay the transactions
contemplated by this Agreement.

9. Legal Compliance. Each of the Parent and the Purchaser has complied in all
material respects with all applicable laws (including rules, regulations, codes,
plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder)
of all governmental authorities, and no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, demand, or notice has been filed or
commenced against either the Parent or the Purchaser alleging any failure so to
comply. Neither the Parent, the Purchaser nor any officer, director, employee,
consultant or agent of the Parent or the Purchaser has made, directly or
indirectly, any payment or promise to pay, or gift or promise to give or
authorized such a promise or gift, of any money or anything of value, directly
or indirectly, to any governmental official, customer or supplier for the
purpose of influencing any official act or decision of such official, customer
or supplier or inducing him, her or it to use his, her or its influence to
affect any act or decision of a governmental authority or customer, under
circumstances which could subject the Parent or the Purchaser or any officers,
directors, employees or consultants of the Parent or the Purchaser to
administrative or criminal penalties or sanctions.

10. Disclosure. The representations and warranties contained in this Part II of
Schedule 2 do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained in this Part II of Schedule 2 not misleading.




<PAGE>



                                   SCHEDULE 2

                                    PART IIA

                       PURCHASER'S SCHEDULE OF EXCEPTIONS


To be provided at a later date in accordance with Section 8.10 of the Agreement.


<PAGE>



                        Dated the 21st day of March 2003

                              WISE MEDIA GROUP INC.
                                 (as 1st Vendor)
                                       and
                                CHINA MEDIA INC.
                                 (as 2nd Vendor)
                                       and
                                SINOWISE LIMITED
                                 (as 3rd Vendor)
                                       and
                                   WAN KIN MAN
                                 (as 4th Vendor)
                                       and
                             WORLDCON ASSETS LIMITED
                                 (as 5th Vendor)

                                       and

                               THE LINK GROUP INC.
                                   (as Parent)

                                       and

                               ASIA GENIUS LIMITED
                                 (as Purchaser)




                       AGREEMENT FOR SALE AND PURCHASE OF
                                Certain Shares in
                         Wise Media Investments Limited



</TEXT>
</DOCUMENT>
