ex10_2.htm


     

    
      EXHIBIT
10.2

       

      
        CONVERTIBLE
PROMISSORY NOTE

        


        


        $340,000.00                                                                                                                                                                                             
  March 1, 2005

        


        


        For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged,  Xi'an Si Jian Wen Hua Chuan Bo Co., Ltd., a corporation
organized under the laws of the Peoples’ Republic of China (“Maker”), hereby
promises to pay to the order of Weiheng Cai (“Holder”), or to his assigns at
Pompano Beach, Florida, or at such other place as Holder shall designate the sum
of THREE HUNDRED FORTY THOUSAND DOLLARS, ($340,000.00) together with interest at
the rate of eight percent (8%) per annum till paid.  All outstanding
principal and interest shall be due upon the demand of Holder (“Maturity
Date”).

        


        Interest
shall be computed on the basis of a 365-day year or 366-day year as applicable
and actual days lapsed.  Maker shall have the privilege of repaying
the principal under this Note in whole or in part, without penalty or premium at
any time.  All payments here under shall be applied first to interest,
then to principal.  All interest due and payable hereunder which is
not paid when due for any reason shall be cumulated and accrue interest at the
rate hereunder.

        


        The
holder of this note may, at her option, convert all or any portion of the
accrued interest and unpaid principal balance of this Note into the common stock
of Asia Pacific Entertainment Inc. at half the then current bid price or some
other price determined by the Board of Directors as reasonable.

        


        In order
to exercise this conversion option, the Holder shall deliver to Maker at its
offices written notice of its intention to convert, which notice shall set forth
the amount of this Note to be converted (“Notice of Conversion”).  If
Holder converts the entire accrued interest and unpaid principal balance of this
Note then outstanding, Holder shall also surrender this Note at the offices of
Maker.  If only a partial conversion by Holder occurs, then together
with the Notice of Conversion, Holder shall surrender this Note at the offices
of the Maker in exchange for a new Note providing for the payment of Maturity
Date of all remaining principal and accrued interest due and owning subsequent
to the conversion.  Within ten (10) business days of Maker’s receipt
of the Notice of Conversion, the Maker shall deliver or cause to be delivered to
the Holder new shares of common stock issued in the name of the
Holder.  The Maker shall at all times take any and all additional
actions as are necessary to maintain the required authority to issue shares in
satisfaction of its obligations to Holder hereunder, in event the Payee
exercises its rights under this Option.

        


        All
parties to this Note hereby waive presentment, dishonor, notice of dishonor and
protest.  All parties hereto consent to, and Holder is hereby
expressly authorized to make, without notice, any and all renewals, extensions,
modifications or waivers of the time for or the terms of payment of any sum or
sums due to hereunder, or under any documents or instruments relating to or
securing this Note, or of the performance of any covenants, conditions or
agreements hereof or thereof or the taking or release of collateral securing
this Note.  Any such action taken by Holder shall not discharge the
liability of any party to this Note.

        


        This Note
shall be governed by and construed in accordance with the laws of the state of
Florida without regard to conflict of law principles.  Maker shall
also pay Holder any and all costs of collection incurred in connection with this
Note, including court costs and reasonable attorney’s fees.

         

         

        XI'AN SI
JIAN WEN HUA CHUAN BO CO., LTD.

        


        /s/ Guoqiang Zhan

        
          Guoqiang
Zhan

        ITS: Sole
President, Officer and Director

        


         

        


        


        NOTICE
OF CONVERSION/ASSIGNMENT

        


        


        Notice is
hereby given this 22nd day of August, 2007, pursuant to that certain Convertible
Promissory Note dated 1st day of
March 2005, that the holder thereof exercises his or her option to convert the
debt represented thereby into common stock of ASPC, par value $0.001, based on
$0.10 per share.  The current unpaid principal balance and accrued
unpaid interest owed under the Note is $340,000.00 as of the date of this Notice
which $340,000 is being converted into common stock of ASPC resulting in the
issuance of 3,400,000 shares.

        


        In
addition, I would like to confirm hereto the 3,400,000 shares should be assigned
to my company, Pao-Pao Investment Inc.

         

         

        /s/ Weiheng Cai


        
          Weiheng
Cai

        Holder