Dated the 18th day of September 2006 HARTCOURT CAPITAL, INC. and GREAT FOCUS HOLDINGS LIMITED AGREEMENT FOR SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF BESTEFFORT INVESTMENTS LIMITED

1.

As at the date of this Agreement, Besteffort Investments Limited (the “Company”) is a company with limited liability incorporated in the British Virgin Islands and has an authorized share capital of US$50,000 divided into 50,000 shares of US$1.00 each, of which 10 shares have been issued and are fully paid or credited as fully paid.

2.

As at the date of this Agreement, Hartcourt is the registered and beneficial owner of 10 shares, representing 100% of the issued share capital of the Company.

3.

The Vendor has agreed to sell and the Purchaser has agreed to purchase the entire issued share capital of the Company. (the “Sale Interests”)

1.1

The registration and incorporation documents of the Company, incl. the approvals from relevant BVI authorities; and

1.2

All business licenses and seals of the Company; and

1.3

All the operational, financial and legal documents since the Company’s incorporation, including the contracts, agreements or other related hereof that have been executed or not yet executed; and

1.4

As at the date of this Agreement, the list of all the assets and liabilities of the Company, including existing and contingent assets, rights, liabilities and the status of the constraints of any rights that might have existed; and

1.5

Any other documents of the Company that the Purchaser requires.

2.1

The Company is duly incorporated and validly existing with limited liability and has obtained all the approvals and permits from relevant BVI authorities at its inception. The Vendor is the only registered and beneficial owner of the issued share capital of the Company;

2.2

The Vendor has full rights, interests and controls in the 100% interest in the Company without any restrictions or constraints;

2.3

The Vendor assures that no third-party interest has been put again the Sale Interests such as pledge, lien, etc., and no litigation, arbitration and conflicts or disputes in respect of the Sale Interests stand thereon;

2.4

The list of assets and liabilities of the Company that the Vendor presents are real, complete and accurate, and as of the date of this Agreement, all the assets herein, including but not limit to all the inventories and other assets, etc. exist and are in the places as specified in the list;

2.5

The Vendor guarantees that all the operational and financial documents of the Company that will be presented to the Purchaser, truly, completely and accurately reflect the business and financial results of the Company since its incorporation;

2.6

The Vendor, by executing this Agreement, does not breach any contract or agreement signed with any other party, or any covenant with legal binding.

5.1

Within 30 business days upon execution of this Agreement, the Vendor shall rescind the employment contracts with all employees of the Company (except the employees that the Purchaser made in clear statement to retain), and the Company owned by the Purchaser after its fully control in the Company shall take no responsibility to hire any employee served for the Company before the execution of this Agreement;

5.2

The Company owned by the Purchaser after its fully control in the Company shall take full responsibilities and liabilities of all assets and liabilities listed in the list of all assets and liabilities of the Company and existed before the Execution Date, which hereby was presented to the Purchaser by the Vendor.

7.1

The consideration for the sale and purchase of the Sale Interests shall be US$400,000 except otherwise agreed by both parties.

7.2

The Purchaser shall credit to the account designated by the Vendor in full amount of the consideration within 45 business days upon execution of this Agreement.

8.1

Upon the execution of this Agreement, the Vendor shall present written resolution specifying the resignation of Yungeng Hu as the director of the Company;

8.2

Upon the execution of this Agreement, the Purchase shall nominate the new directors of the Board of the Company.

10.1

Upon the execution of this Agreement, the Vendor shall cease all the business activities of the Company except otherwise covenanted in this Agreement herein and the activities to maintain the continuance of the business;

10.2

Before the completion of the handover, the Vendor has the obligations to maintain the assets of the Company to avoid the devaluation or damage to the assets;

10.3

Within 30 business days upon the execution of this Agreement, the Vendor and the Purchase shall complete the handover of the business of the Company. The Vendor shall guarantee the corporate secretary of the Company to handover all the documents to the Purchaser, including but not limit to financial and legal documents, business license, bank accounts and company seal, etc., and the Purchaser shall assign management staff to manage the business of the Company and has the obligations to assign staffs to assist the Vendor in completing all the aforesaid works.

10.4

Before the completion of the handover, the Company shall cease all the financial expenditure except those for maintaining the continuance of the business.

10.5

After the completion of the handover, the Purchaser shall take full responsibility to decide and bear all the financial expenditure of the Company.

12.1

This Agreement will be effective immediately upon duly signed by both parties;

12.2

Any amendments to this Agreement shall be approved by both parties in written consent;