SharePurchase Agreement Summary EnglishTranslation

This Share Purchase Agreement (the “Agreement”) was entered into by and among the following parties on May 13, 2007 in Changchun, Jilin Province, People’s Republic of China.

(1)

Yongxin Liu, a P.R.C. resident, owns 51% of all shares of Changchun Yongxin Dirui Medical Co., Ltd. (“Yongxin Dirui”). Yongxin Dirui is a company organized under the laws of China. The registered address of Yongxin Dirui is 2152 Nana Huan Rd., Nan Guan District, Changchun. The legal representative of Yongxin Dirui is Yongxin Liu. Mr. Yongxin Liu is also the president of Yongxin Dirui.

 

(2)

Yongkui Liu, a P.R.C. resident, owns 49% of all shares of Yongxin Dirui.  Yongxin Liu and Yongkui Liu are collectively referred as the “Sellers.”

 

(3)

Digital Learning Management Corp. (the “Purchaser”), a company incorporated in the United States with its registered business address at 927 Canada Court, City of Industry, CA 91748. The legal representative and president of the Purchaser is Patel Umeshkumar Indubhai, a U.S. resident.

Whereas:

(1)

Yongxin Dirui is a domestic company owned by Yongxin Liu and Yongkui Liu and is conducting business on the sales of drugs, health products, medical facilities, sanitary materials, food, construction materials, textiles and household electronic appliances.

Shareholders:

·

Yongxin Liu, a 51% shareholder who has a capital contribution of RMB 7,600,000.

·

Yongkui Liu, a 49% shareholder who has a capital contribution of RMB 7,400,000.

(2)

As resolved in the shareholders meeting held on April 12, 2007, all shareholders of Yongxin Dirui agreed that Yongxin Dirui shall sell 80% of its total shares to the Purchaser for a purchase price of $5,000,000, among which, 40% of Yongxin Dirui’s shares shall be acquired from Yongxin Liu for $2,500,000 and 40% of Yongxin Dirui’s shares shall be acquired from Yongkui Liu for $2,500,000.

As agreed, after the share transfer:

(1)

Digital Learning Management Corp. shall become an 80% shareholder who has a capital contribution of RMB 12,000,000.

(2)

Yongxin Liu shall become an 11% shareholder who has a capital contribution of RMB 1,650,000.

(3)

Yongkui Liu shall become a 9% shareholder who has a capital contribution of RMB 1,350,000.

The Purchaser shall pay the purchase price of $5,000,000 within three months after the registration date of the corporate change.

1.

The Purchaser shall succeed 80% of all current or future rights and liabilities of Yongxin Dirui.

 

 

2.

The Purchaser shall pay the capital contribution pursuant to the terms and conditions under this Agreement.

Any breaching party shall compensate to the non-breaching party for all damages caused by the breach of the Agreement. The non-breaching party has the right to terminate this Agreement.

 Article VI. Applicable Laws

The laws of the People’s Republic of China shall be applicable to this Agreement.

If any party is rendered incapable to perform this Agreement due to the occurrence of any unexpected event, such as war, flood, typhoon and earthquake (“Force Majeure Event”), such party may continue its performance after the end of the Force Majeure Event. If both parties are rendered incapable to perform this Agreement, the parties may consult for a solution, or submit any dispute to arbitration.

Any dispute arising from this Agreement shall be resolved by consultation between both parties. If no resolution can be reached by consultation, the dispute shall be submitted to arbitration at the China International Economic and Trade Arbitration Commission in Beijing. The arbitration shall be final and binding to both parties. No party shall appeal the decision. The losing party of the arbitration shall pay the arbitration fees. This Agreement shall remain effective during the arbitration period except for the arbitrated terms under the Agreement.

1.

The Agreement shall become effective upon the execution by both parties and approval of the relevant government authority. If no government approval is issued within ninety (90) days after the execution of the Agreement, the Agreement shall be terminated. In this case, no party shall claim for damages.

2.

The exhibits of this Agreement shall have the same effect as the Agreement.

3.

Any amendment of the Agreement shall be made in writing through consultation of both parties. The amended terms and conditions shall have the same effect as the Agreement.

4.

Upon the execution of this Agreement, any previous agreements made by the parties shall become void.

5.

Any notice sent by one party to other parties shall be made in writing.

6.

Unsettled matters under this Agreement shall be resolved according to common business practices.

7.

This Agreement is executed into seven duplicates. Each party shall hold two duplicates.

Purchaser: Digital Learning Management Corp. (Stamp & Signature)

Seller: Yongxin Liu (Signature)

            Yongkui Liu (Singature)

May 13, 2007