Common use of Representations and Warranties of United Clause in Contracts

Representations and Warranties of United. United represents and warrants to the Senior Preferred Stockholder that: (a) United is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all necessary power and authority to enter into this Agreement, and (assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken) to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by United, and (assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken) the performance by United of its obligations hereunder and the consummation by United of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of United. This Agreement has been duly executed and delivered by United, and (assuming due authorization, execution and delivery by the Senior Preferred Stockholder) this Agreement constitutes a legal, valid and binding obligation of United enforceable against United in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law). (b) Neither United nor anyone acting on its behalf has offered or sold any securities or other interests in United, or has taken any other action, which would reasonably be expected to subject the offer, issuance or sale of United Convertible Bonds, as contemplated hereby, to a requirement that it be registered under the Securities Act. (c) The execution, delivery and performance by United of this Agreement do not and will not (a) violate, conflict with or result in the breach of any provision of the organizational documents of United, (b) conflict with or violate any Law applicable to United, or (c) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract to which United is a party, which would adversely affect the ability of United to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (d) The execution, delivery and performance by United of this Agreement does not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to any Governmental Authority, except as described in Section 6.03 of the Investment Agreement. (e) Assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken, United has all requisite power and authority to offer, sell and issue United Convertible Bonds as contemplated by Section 2 hereof. Assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken, the United Convertible Bonds will have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, will have been duly executed by United and, assuming the due authorization and execution of the Deed Poll by United, when delivered in exchange for shares of Senior Preferred Stock in accordance with the terms of this Agreement, will constitute valid and binding agreements of United, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law) and will be entitled to the benefits of the Deed Poll. At the time of the exchange of the Senior Preferred Stock for United Convertible Bonds contemplated by Section 2 of this Agreement, all of the Conversion Shares shall have been duly authorized for issuance pursuant to the conversion of the United Convertible Bonds and reserved for such issuance and any Conversion Shares issued upon conversion of the United Convertible Bonds shall be validly issued, fully paid and nonassessable. (f) No Action by or against United is pending or, to the knowledge of United threatened, which could affect adversely the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. (g) As of 31 March 2007 (the “Last Accounts Date”) and in respect of the period then ended, the audited consolidated accounts of United made up to the Last Accounts Date (the “Audited Accounts”) complied in all material respects with the requirements of all relevant laws and accounting practice in Hong Kong and disclose a true and fair view of the state of affairs of United and its subsidiaries (the “United Group”). The Audited Accounts have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and applied on a consistent basis during the periods involved, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the United Group as of and for the date thereof and the results of their operations and cash flows for the period ended on the Last Accounts Date, subject to normal recurring year-end adjustments and any other adjustments described therein. The internal controls over financial reporting utilized by United are designed to provide reasonable assurance regarding the reliability of United’s financial reporting and the preparation of United’s financial statements. To the knowledge of United, there are no material weaknesses or significant deficiencies in the design or operations of the internal controls over financial reporting utilized by United. United has implemented disclosure controls and procedures designed to ensure that material information relating to United is made known to United’s management by others within United. All information with respect to the United Group contained in the announcements and circulars published by United on the website of the Hong Kong Stock Exchange during the period of 6 months prior to the date of this Agreement was true and accurate in all material respects as at the time of publication. United has complied with the disclosure obligations imposed on it under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange in all material respects. (h) Except as described in Section 6.03 of the Investment Agreement, no vote of any holders of any class or series of capital stock of or other equity interests in United is necessary to approve the issuance of United Convertible Bonds as contemplated hereby. (i) Except for Citigroup Global Markets Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of United.

Representations and Warranties of United. United represents and warrants to the Senior Preferred Stockholder that: (a) United is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all necessary power and authority to enter into this Agreement, and (assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken) to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by United, and (assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken) the performance by United of its obligations hereunder and the consummation by United of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of United. This Agreement has been duly executed and delivered by United, and (assuming due authorization, execution and delivery by the Senior Preferred Stockholder) this Agreement constitutes a legal, valid and binding obligation of United enforceable against United in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law). (b) Neither United nor anyone acting on its behalf has offered or sold any securities or other interests in United, or has taken any other action, which would reasonably be expected to subject the offer, issuance or sale of United Convertible Bonds, as contemplated hereby, to a requirement that it be registered under the Securities Act. (c) The execution, delivery and performance by United of this Agreement do not and will not (a) violate, conflict with or result in the breach of any provision of the organizational documents of United, (b) conflict with or violate any Law applicable to United, or (c) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract to which United is a party, which would adversely affect the ability of United to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (d) The execution, delivery and performance by United of this Agreement does not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to any Governmental Authority, except as described in Section 6.03 of the Investment Agreement. (e) Assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken, United has all requisite power and authority to purchase the Senior Preferred Stock pursuant to Section 2 hereof or offer, sell and issue United Convertible Bonds as contemplated by Section 2 hereof. Assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken, the United Convertible Bonds will have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, will have been duly executed by United and, assuming the due authorization and execution of the Deed Poll by United, when delivered in exchange for shares of Senior Preferred Stock in accordance with the terms of this Agreement, will constitute valid and binding agreements of United, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law) and will be entitled to the benefits of the Deed Poll. At the time of the exchange of the Senior Preferred Stock for United Convertible Bonds contemplated by Section 2 of this Agreement, all of the Conversion Shares shall have been duly authorized for issuance pursuant to the conversion of the United Convertible Bonds and reserved for such issuance and any Conversion Shares issued upon conversion of the United Convertible Bonds shall be validly issued, fully paid and nonassessable. (f) No Action by or against United is pending or, to the knowledge of United threatened, which could affect adversely the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. (g) As of 31 March 2007 (the “Last Accounts Date”) and in respect of the period then ended, the audited consolidated accounts of United made up to the Last Accounts Date (the “Audited Accounts”) complied in all material respects with the requirements of all relevant laws and accounting practice in Hong Kong and disclose a true and fair view of the state of affairs of United and its subsidiaries (the “United Group”). The Audited Accounts have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and applied on a consistent basis during the periods involved, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the United Group as of and for the date thereof and the results of their operations and cash flows for the period ended on the Last Accounts Date, subject to normal recurring year-end adjustments and any other adjustments described therein. The internal controls over financial reporting utilized by United are designed to provide reasonable assurance regarding the reliability of United’s financial reporting and the preparation of United’s financial statements. To the knowledge of United, there are no material weaknesses or significant deficiencies in the design or operations of the internal controls over financial reporting utilized by United. United has implemented disclosure controls and procedures designed to ensure that material information relating to United is made known to United’s management by others within United. All information with respect to the United Group contained in the announcements and circulars published by United on the website of the Hong Kong Stock Exchange during the period of 6 months prior to the date of this Agreement was true and accurate in all material respects as at the time of publication. United has complied with the disclosure obligations imposed on it under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange in all material respects. (h) Except as described in Section 6.03 of the Investment Agreement, no vote of any holders of any class or series of capital stock of or other equity interests in United is necessary to approve the issuance of United Convertible Bonds or purchase the Senior Preferred Stock as contemplated hereby. (i) Except for Citigroup Global Markets Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of United.

Representations and Warranties of United. United represents and warrants to the Senior Junior Preferred Stockholder Stockholders that: (a) United is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all necessary power and authority to enter into this Agreement, and (assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken) to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by United, and (assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken) the performance by United of its obligations hereunder and the consummation by United of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of United. This Agreement has been duly executed and delivered by United, and (assuming due authorization, execution and delivery by the Senior each Junior Preferred Stockholder) this Agreement constitutes a legal, valid and binding obligation of United enforceable against United in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law). (b) Neither United nor anyone acting on its behalf has offered or sold any securities or other interests in United, or has taken any other action, which would reasonably be expected to subject the offer, issuance or sale of United Convertible Bonds, as contemplated hereby, to a requirement that it be registered under the Securities Act. (c) The execution, delivery and performance by United of this Agreement do not and will not (a) violate, conflict with or result in the breach of any provision of the organizational documents of United, (b) conflict with or violate any Law applicable to United, or (c) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract to which United is a party, which would adversely affect the ability of United to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (dc) The execution, delivery and performance by United of this Agreement does not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to any Governmental Authority, except as described in Section 6.03 of the Investment Agreement. (e) Assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken, United has all requisite power and authority to offer, sell and issue United Convertible Bonds as contemplated by Section 2 hereof. Assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken, the United Convertible Bonds will have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, will have been duly executed by United and, assuming the due authorization and execution of the Deed Poll by United, when delivered in exchange for shares of Senior Preferred Stock in accordance with the terms of this Agreement, will constitute valid and binding agreements of United, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law) and will be entitled to the benefits of the Deed Poll. At the time of the exchange of the Senior Preferred Stock for United Convertible Bonds contemplated by Section 2 of this Agreement, all of the Conversion Shares shall have been duly authorized for issuance pursuant to the conversion of the United Convertible Bonds and reserved for such issuance and any Conversion Shares issued upon conversion of the United Convertible Bonds shall be validly issued, fully paid and nonassessable. (fd) No Action by or against United is pending or, to the knowledge of United threatened, which could affect adversely the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. (ge) As of 31 March 2007 (the “Last Accounts Date”) and in respect of the period then endedUnited will, the audited consolidated accounts of United made up to the Last Accounts Date (the “Audited Accounts”) complied in all material respects with the requirements of all relevant laws and accounting practice in Hong Kong and disclose a true and fair view of the state of affairs of United and its subsidiaries (the “United Group”). The Audited Accounts have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and applied on a consistent basis during the periods involved, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the United Group as of and for the date thereof and the results of their operations and cash flows for the period ended on the Last Accounts Closing Date, subject have sufficient funds to normal recurring year-end adjustments and any other adjustments described therein. The internal controls over financial reporting utilized by United are designed enable it to provide reasonable assurance regarding pay the reliability of United’s financial reporting and the preparation of United’s financial statements. To the knowledge of United, there are no material weaknesses or significant deficiencies aggregate Purchase Price as contemplated in the design or operations of the internal controls over financial reporting utilized by United. United has implemented disclosure controls and procedures designed to ensure that material information relating to United is made known to United’s management by others within United. All information with respect to the United Group contained in the announcements and circulars published by United on the website of the Hong Kong Stock Exchange during the period of 6 months prior to the date Section 2 of this Agreement was true and accurate in all material respects as at the time of publication. United has complied with the disclosure obligations imposed on it under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange in all material respectsAgreement. (h) Except as described in Section 6.03 of the Investment Agreement, no vote of any holders of any class or series of capital stock of or other equity interests in United is necessary to approve the issuance of United Convertible Bonds as contemplated hereby. (if) Except for Citigroup Global Markets Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of United.

Representations and Warranties of United. United represents and warrants to the Senior Preferred Stockholder that: (a) United is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all necessary power and authority to enter into this Agreement, and (assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken) to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by United, and (assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken) the performance by United of its obligations hereunder and the consummation by United of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of United. This Agreement has been duly executed and delivered by United, and (assuming due authorization, execution and delivery by the Senior Preferred Stockholder) this Agreement constitutes a legal, valid and binding obligation of United enforceable against United in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law). (b) Neither United nor anyone acting on its behalf has offered or sold any securities or other interests in United, or has taken any other action, which would reasonably be expected to subject the offer, issuance or sale of United Convertible Bonds, as contemplated hereby, to a requirement that it be registered under the Securities Act. (c) The execution, delivery and performance by United of this Agreement do not and will not (a) violate, conflict with or result in the breach of any provision of the organizational documents of United, (b) conflict with or violate any Law applicable to United, or (c) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract to which United is a party, which would adversely affect the ability of United to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (dc) The execution, delivery and performance by United of this Agreement does not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to any Governmental Authority, except as described in Section 6.03 of the Investment Agreement. (ed) Assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken, United has all requisite power and authority to offer, sell and issue United Convertible Bonds as contemplated by Section 2 hereof. Assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken, the United Convertible Bonds will have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, will have been duly executed by United and, assuming the due authorization and execution of the Deed Poll by United, when delivered in exchange for shares of Senior Preferred Stock in accordance with the terms of this Agreement, will constitute valid and binding agreements of United, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law) and will be entitled to the benefits of the Deed Poll. At the time of the exchange of purchase the Senior Preferred Stock for United Convertible Bonds contemplated by pursuant to Section 2 of this Agreement, all of the Conversion Shares shall have been duly authorized for issuance pursuant to the conversion of the United Convertible Bonds and reserved for such issuance and any Conversion Shares issued upon conversion of the United Convertible Bonds shall be validly issued, fully paid and nonassessablehereof. (fe) No Action by or against United is pending or, to the knowledge of United threatened, which could affect adversely the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. (g) As of 31 March 2007 (the “Last Accounts Date”) and in respect of the period then ended, the audited consolidated accounts of United made up to the Last Accounts Date (the “Audited Accounts”) complied in all material respects with the requirements of all relevant laws and accounting practice in Hong Kong and disclose a true and fair view of the state of affairs of United and its subsidiaries (the “United Group”). The Audited Accounts have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and applied on a consistent basis during the periods involved, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the United Group as of and for the date thereof and the results of their operations and cash flows for the period ended on the Last Accounts Date, subject to normal recurring year-end adjustments and any other adjustments described therein. The internal controls over financial reporting utilized by United are designed to provide reasonable assurance regarding the reliability of United’s financial reporting and the preparation of United’s financial statements. To the knowledge of United, there are no material weaknesses or significant deficiencies in the design or operations of the internal controls over financial reporting utilized by United. United has implemented disclosure controls and procedures designed to ensure that material information relating to United is made known to United’s management by others within United. All information with respect to the United Group contained in the announcements and circulars published by United on the website of the Hong Kong Stock Exchange during the period of 6 months prior to the date of this Agreement was true and accurate in all material respects as at the time of publication. United has complied with the disclosure obligations imposed on it under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange in all material respects. (h) Except as described in Section 6.03 of the Investment Agreement, no vote of any holders of any class or series of capital stock of or other equity interests in United is necessary to approve the issuance of United Convertible Bonds as contemplated hereby. (if) Except for Citigroup Global Markets Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of United.

Representations and Warranties of United. United hereby represents and warrants to the Senior Preferred Stockholder thatEcoloCap as follows: (a) a. The undersigned United understands that EcoloCap’s SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND 10013500-2 EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY. b. The undersigned United is duly organizednot an underwriter and would be acquiring EcoloCap’s shares solely for investment for his or her own account and not with a view to, validly existing and or for, resale in good standing under connection with any distribution with in the Laws of its jurisdiction of organization and has all necessary power and authority to enter into this Agreement, and (assuming that all consents, approvals and other authorizations described in Section 6.03 meaning of the Investment Agreement have been obtained federal securities act, the state securities acts or any other applicable state securities acts; c. The undersigned United is not a person in the United States of America and that all filings and other actions described in Section 6.03 at the time the buy order was originated, United was outside the United States of America. The undersigned United is not a citizen of the Investment Agreement have been made or takenUnited States (a U.S. Person) to carry out its obligations hereunder and to consummate the transactions contemplated herebyas that term is defined in Reg. The execution and delivery of this Agreement by United, and (assuming that all consents, approvals and other authorizations described in Section 6.03 S of the Investment Agreement have been obtained Securities Act of 1933 and that all filings and other actions described was not formed by a U. S. person principally for the purpose of investing in Section 6.03 of the Investment Agreement have been made or taken) the performance by United of its obligations hereunder and the consummation by United of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of United. This Agreement has been duly executed and delivered by United, and (assuming due authorization, execution and delivery by the Senior Preferred Stockholder) this Agreement constitutes a legal, valid and binding obligation of United enforceable against United in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law). (b) Neither United nor anyone acting on its behalf has offered or sold any securities or other interests in United, or has taken any other action, which would reasonably be expected to subject the offer, issuance or sale of United Convertible Bonds, as contemplated hereby, to a requirement that it be not registered under the Securities ActAct of 1933. (c) d. The executionundersigned United understands the speculative nature and risks of investments associated with the Company, delivery and performance by United confirms that the shares would be suitable and consistent with his or her investment program and that his or her financial position enable him or her to bear the risks of this Agreement do not and will not (a) violateinvestment; e. To the extent that any federal, conflict with or result in the breach of any provision of the organizational documents of United, (b) conflict with or violate any Law applicable to United, or (c) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract to which United is a party, which would adversely affect the ability of United to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (d) The execution, delivery and performance by United of this Agreement does not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to any Governmental Authority, except as described in Section 6.03 of the Investment Agreement. (e) Assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or takenand/or state securities laws shall require, United has all requisite power and authority to offer, sell and issue United Convertible Bonds as contemplated by Section 2 hereof. Assuming hereby agrees that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken, the United Convertible Bonds will have been duly authorized for issuance and sale any securities acquired pursuant to this Agreement and, when issued, shall be without preference as to assets; f. The certificate for Shares will have been duly executed by United and, assuming the due authorization and execution of the Deed Poll by United, when delivered in exchange for shares of Senior Preferred Stock contain a legend that transfer is prohibited except in accordance with the terms provisions of this AgreementRegulation S. g. United has had the opportunity to ask questions of the Company and has received all information from the Company to the extent that the Company possessed such information, will constitute valid necessary to evaluate the merits and binding agreements risks of Unitedany investment in the Company. Further, enforceable in accordance with their termsUnited acknowledges receipt of: (1) all material books, except as records and financial statements of the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws Company; (2) all material contracts and documents relating to the proposed transaction; (3) all information filed with the United States Securities and Exchange Commission; and, (4) an opportunity to question the appropriate executive officers or affecting partners; h. United has satisfied the rights suitability standards and remedies securities laws imposed by government of creditors or by general equitable principles Hong Kong; i. United has adequate means of providing for his current needs and personal contingencies and has no need to sell the Shares in the foreseeable future (whether considered in a proceeding in equity or that is at law) and will be entitled to the benefits of the Deed Poll. At the time of the exchange investment, United can afford to hold the investment for an indefinite period of time); j. The United has sufficient knowledge and experience in financial matters to evaluate the Senior Preferred Stock for United Convertible Bonds contemplated by Section 2 merits and risks of this Agreementinvestment and further, all the United is capable of reading and 10013500-2 interpreting financial statements. Further, United is a “sophisticated investor” as that term is defined in applicable court cases and the Conversion Shares shall have been duly authorized for issuance pursuant to the conversion rules, regulations and decisions of the United Convertible Bonds States Securities and reserved for such issuance Exchange Commission. k. The offer and any Conversion Shares issued upon conversion sale of the Shares referred to herein is being made outside United Convertible Bonds shall be validly issued, fully paid States within the meaning of and nonassessable.in full compliance with Regulation S. (f) No Action by or against l. United is pending or, not a U. S. person within the meaning of Regulation S and is not acquiring the Shares for the account or benefit of any U. S. person; and, m. United agrees to the knowledge of United threatened, which could affect adversely the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. (g) As of 31 March 2007 (the “Last Accounts Date”) and in respect of the period then ended, the audited consolidated accounts of United made up to the Last Accounts Date (the “Audited Accounts”) complied in all material respects with the requirements of all relevant laws and accounting practice in Hong Kong and disclose a true and fair view of the state of affairs of United and its subsidiaries (the “United Group”). The Audited Accounts have been prepared resell such Shares only in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute provisions of Certified Public Accountants and applied on a consistent basis during the periods involvedRegulation S, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the United Group as of and for the date thereof and the results of their operations and cash flows for the period ended on the Last Accounts Date, subject pursuant to normal recurring year-end adjustments and any other adjustments described therein. The internal controls over financial reporting utilized by United are designed to provide reasonable assurance regarding the reliability of United’s financial reporting and the preparation of United’s financial statements. To the knowledge of United, there are no material weaknesses or significant deficiencies in the design or operations of the internal controls over financial reporting utilized by United. United has implemented disclosure controls and procedures designed to ensure that material information relating to United is made known to United’s management by others within United. All information with respect to the United Group contained in the announcements and circulars published by United on the website of the Hong Kong Stock Exchange during the period of 6 months prior to the date of this Agreement was true and accurate in all material respects as at the time of publication. United has complied with the disclosure obligations imposed on it registration under the Rules Governing the Listing Securities Act of Securities on the Hong Kong Stock Exchange in all material respects1933, as amended, or pursuant to an available exemption from registration. (h) Except as described in Section 6.03 of the Investment Agreement, no vote of any holders of any class or series of capital stock of or other equity interests in United is necessary to approve the issuance of United Convertible Bonds as contemplated hereby. (i) Except for Citigroup Global Markets Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of United.

Representations and Warranties of United. United represents and warrants to the Senior Preferred Stockholder that: (a) 9.1 United is a corporation duly organized, validly existing organized and in good standing under the Laws laws of its jurisdiction the State of organization Delaware and is duly qualified to do business in and in good standing under the laws of the State of Illinois. United has all necessary full capacity, right, power and authority to enter into execute, deliver and perform this AgreementAgreement and all documents to be executed by United pursuant hereto, and (assuming that all consents, required action and approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken) to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by United, and (assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken) the performance by United of its obligations hereunder and the consummation by United of the transactions contemplated hereby, therefor have been duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of United are and shall be duly authorized by all requisite action to sign the same on the part of United's behalf and to bind United thereto. This Agreement has been duly and all documents to be executed pursuant hereto by United are and delivered by United, shall be binding upon and (assuming due authorization, execution and delivery by the Senior Preferred Stockholder) this Agreement constitutes a legal, valid and binding obligation of United enforceable against United in accordance with its their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered in a proceeding in equity or at law). (b) Neither United nor anyone acting on its behalf has offered or sold any securities or other interests in United, or has taken any other action, which would reasonably be expected to subject the offer, issuance or sale of United Convertible Bonds, as contemplated hereby, to a requirement that it be registered under the Securities Act. (c) The execution, delivery and performance by United of this Agreement do not and will not (a) violate, conflict with or result in the breach of any provision of the organizational documents of United, (b) conflict with or violate any Law applicable to United, or (c) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of any contract to which United is a party, which would adversely affect the ability of United to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. (d) The execution, delivery and performance by United of this Agreement does not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to any Governmental Authority, except as described provided for in Section 6.03 of the Investment Agreement. (e) Assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken, United has all requisite power and authority to offer, sell and issue United Convertible Bonds as contemplated by Section 2 hereof. Assuming that all consents, approvals and other authorizations described in Section 6.03 of the Investment Agreement have been obtained and that all filings and other actions described in Section 6.03 of the Investment Agreement have been made or taken, the United Convertible Bonds will have been duly authorized for issuance and sale pursuant to this Agreement and, when issued, will have been duly executed by United and, assuming the due authorization and execution of the Deed Poll by United, when delivered in exchange for shares of Senior Preferred Stock in accordance with the terms of this Agreement, will not result in a breach of or constitute valid a default or permit acceleration of maturity under any indenture, mortgage, deed of trust, loan agreement or other agreement to which United or the Property is subject or by which United or the Property is bound. 9.2 United owns a marketable title to the Property. 9.3 To United's actual knowledge and binding agreements belief, all documents provided to Purchaser by United in connection with this transaction are accurate and complete and United has no reason to believe that such documents are misleading. 9.4 To United's actual knowledge and belief, (A) United has not been served or threatened in connection with any litigation or other proceedings respecting the Property or its use; (B) there are no pending or threatened actions or proceedings by any municipal, county, state or federal governmental authorities to enforce, terminate or suspend the effectiveness of Unitedany license, enforceable in accordance with their termspermit or other governmental approval applicable to the Property, and (C) except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar Laws relating to or affecting the rights and remedies of creditors or by general equitable principles (whether considered expressly provided in a proceeding in equity or at law) and will be entitled to the benefits of the Deed Poll. At the time of the exchange of the Senior Preferred Stock for United Convertible Bonds contemplated by Section 2 of this Agreement, all the Property is not in violation of the Conversion Shares shall have been duly authorized for issuance pursuant to the conversion of the United Convertible Bonds and reserved for such issuance and any Conversion Shares issued upon conversion of the United Convertible Bonds shall be validly issued, fully paid and nonassessableapplicable law. (f) No Action by or against United is pending or, to 9.5 To the knowledge of United threatened, which could affect adversely the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby. (g) As of 31 March 2007 (the “Last Accounts Date”) and in respect of the period then ended, the audited consolidated accounts of United made up to the Last Accounts Date (the “Audited Accounts”) complied in all material respects with the requirements of all relevant laws and accounting practice in Hong Kong and disclose a true and fair view of the state of affairs of United and its subsidiaries (the “United Group”). The Audited Accounts have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and applied on a consistent basis during the periods involved, except as may be otherwise indicated in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the United Group as of and for the date thereof and the results of their operations and cash flows for the period ended on the Last Accounts Date, subject to normal recurring year-end adjustments and any other adjustments described therein. The internal controls over financial reporting utilized by United are designed to provide reasonable assurance regarding the reliability best of United’s financial reporting 's actual knowledge and the preparation of United’s financial statements. To the knowledge of Unitedbelief, (A) there are no material weaknesses unresolved disputes with any architect, designer, contractor or significant deficiencies subcontractor involved in the design design, construction, retrofitting, repair or operations maintenance of the internal controls over financial reporting utilized by United. United has implemented disclosure controls Property concerning any defect in design, construction or maintenance of the Property or any improvements thereto; (B) Hazardous Substances (which shall mean hazardous substances or contaminants, as these may be defined, regulated and procedures designed to ensure that material information relating to United is made known to United’s management by others within United. All information with respect to the United Group proscribed under any applicable law, federal, state or local) may be contained in the announcements and circulars published by United on the website of the Hong Kong Stock Exchange during the period of 6 months prior to the date of this Agreement was true and accurate in all material respects as at the time of publication. United has complied with the disclosure obligations imposed on it or under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange in all material respects. (h) Except Property, as described in Section 6.03 of the Investment AgreementProperty Reports; and (C) United has provided to Purchaser (and/or will prior to Closing provide to Purchaser) any technical studies or reports concerning the Property that may become available to United in addition to the Property Reports; provided, no vote of however, that United does not represent or warrant that any holders of any class such studies or series of capital stock of reports exist, are in United's possession, or other equity interests in United is necessary to approve the issuance of United Convertible Bonds as contemplated hereby. (i) Except are suitable for Citigroup Global Markets Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission Purchaser's purposes in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of UnitedAgreement.