AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the ?Agreement?) is made and entered into as of December 31, 2007, by and among BROADBAND MULTIMEDIA SYSTEMS, LTD., a corporation organized under the laws of the British Virgin Islands (the ?Merging Corporation?), FOREFRONT BVI LTD., a corporation organized under the laws of the British Virgin Islands (the ?Surviving Corporation?) and STANFORD INTERNATIONAL BANK LTD., a banking corporation organized under the laws of Antigua and Barbuda and the sole shareholder of the Merging Corporation (?Stanford?).

WITNESSETH:

WHEREAS, pursuant to duly authorized action by the shareholders and Board of Directors of the Merging Corporation and by Stanford (as the sole shareholder of the Surviving Corporation) and Board of Directors of the Surviving Corporation, the constituent corporations have determined that they shall merge (the ?Merger?) upon the terms and conditions and in the manner set forth in this Agreement and in accordance with applicable law;

WHEREAS, dated as of the date hereof, various documents are being entered into for the purpose of effectuating a series of interrelated transactions by and among Stanford Venture Capital Holdings, Inc., Stanford International Bank Ltd., ForeFront Holdings, Inc., ForeFront Group, Inc., ForeFront BVI Ltd., ForeFront Multimedia, LLC, Miller Golf Company, Broadband Media Systems, Ltd., Ligent International, Inc., Ligent Photonics, Inc., Hisense Co. Ltd., Qingdao Hisense Electronic Holding Ltd., Qingdao Hisense Electric Ltd. and Hisense Optoelectronic Technologies Co. and are referred to herein as the ?Transactions? and the ?Transaction Documents,? respectively; and

NOW THEREFORE in consideration of the mutual premises herein contained, each of the Merging Corporation, the Surviving Corporation and Stanford hereby agree as follows:

1. MERGER. The Merging Corporation and the Surviving Corporation agree that the Merging Corporation shall be merged with and into the Surviving Corporation as a single and surviving corporation, upon the terms and conditions set forth in this Agreement and that the Surviving Corporation shall continue under the laws of the British Virgin Islands as the surviving corporation of the Merger.

2. SURVIVING CORPORATION. At the Effective Time (as defined below) of the Merger:

(a) The Surviving Corporation shall be the surviving corporation of the Merger, and shall continue to exist as a corporation under the laws of the British Virgin Islands, with all of the rights and obligations as are provided by the British Virgin Islands Statutes.

(b) The Merging Corporation shall cease to exist, and its property shall become the property of the Surviving Corporation as the surviving corporation of the Merger.

EXECUTION COPY

(c) The directors and officers of the Surviving Corporation shall continue as the directors and officers of the Surviving Corporation.

3. CHARTER DOCUMENTS. As a result of the Merger, the charter documents of the Surviving Corporation shall be as follows:

(a) Certificate of Incorporation. The Certificate of Incorporation of the Surviving Corporation, as filed with the Registrar of Companies of the British Virgin Islands on December 27, 2007, shall continue as the Certificate of Incorporation of the Surviving Corporation.

(b) Memorandum and Articles of Association. The Memorandum and Articles of Association of the Surviving Corporation shall continue as the Bylaws of the Surviving Corporation.

4. MANNER AND BASIS OF CONVERTING SHARES. At the Effective Time, all of the shares of Merging Corporation Common Stock (as defined below) and all of the Merging Corporation Warrants (as defined below), representing all of the capital stock of the Merging Corporation issued and outstanding immediately prior to the Merger, shall be surrendered to the Surviving Corporation and converted into the same number of shares of Common Stock and Warrants. The terms of the Warrants shall be identical to those of the Merging Corporation Warrants.

5. APPROVAL. The Merger contemplated by this Agreement has previously been submitted to and approved by the Board of Directors and the Shareholder of the Merging Corporation and by the shareholder and Board of Directors of the Surviving Corporation. The proper officers and directors of the Merging Corporations and the Surviving Corporation, as applicable, shall be, and hereby are, authorized and directed to perform all such further acts and execute and deliver to the proper authorities for filing all documents, as the same may be necessary or proper to render effective the Merger contemplated by this Agreement.

6. EFFECTIVE TIME OF MERGER. The Merger shall be effective at the time specified in the Articles of Merger filed with the Registrar of Companies of the British Virgin Islands with respect to the Merger, or if no such time is specified, at the time of filing such documents (the ?Effective Time?).

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