PROMISSORY
      NOTE

     

    
      
        
          	
                  $5,725,000.00

                	
                  November
                    ___, 2007

                


        

      

    

     

    FOR
      VALUE RECEIVED,
      HO
      CAPITAL MANAGEMENT LLC, a
      Delaware limited liability company (the "Maker"),
      having an office at 386 Columbus Avenue, Apt. 17A, New York, New York 10024,
      does hereby promise to NOBLE
      INVESTMENT FUND LIMITED, an
      entity
      having an office at World Trade Centre, Via Lugano 11,6982 Lugano-Agno,
      Switzerland (the “Lender”),
      or at
      such other place as Lender may designate in writing, in lawful money of the
      United States of America, the principal sum of up to Five Million Seven Hundred
      Twenty Five Thousand Dollars ($5,725,000.00) under this promissory note (the
      “Note”) in
      accordance with the following terms: 

     

    1.  
      Use
      of
      Proceeds.
      All
      proceeds received by the Maker under this Note shall be used by the Maker solely
      to purchase an aggregate of 5,725,000 warrants (the “Warrants”)
      of
      Asia Special Situation Acquisition Corp., a Cayman Islands corporation (the
      “Business
      Combination Company”),
      at a
      price equal to $1.00 per Warrant. 

     


      2.  
        Interest. 
        Interest
        shall accrue on the outstanding principal balance hereof at an annual rate
        equal
        to Five Percent (5%). Interest shall be calculated on the basis of a 365-day
        year and the actual number of days elapsed, to the extent permitted by
        applicable law. Interest hereunder shall be paid on the Maturity Date (or
        sooner
        as provided herein) in cash to the Lender or its assignee in whose name this
        Note is registered on the records of the Maker. 


    



      3.  
        Maturity
        Date. The
        entire outstanding principal amount of this Note shall be due and payable
        on or
        prior to November ___, 2012 (the "Maturity
        Date"),
        subject to mandatory prepayment of this Note as set forth
        herein.


    



      4.  
        No
        Guarantees of Payment.
        Nothing
        contained in this Note or any other agreement or instrument shall be deemed
        or
        construed to constitute a guaranty or undertaking by any member or manager
        of
        the Maker, including, without limitation, Ms. Angela Ho, or any third person
        of
        any of the obligations of the Maker under this Note; it being understood
        and
        agreed by the Lender that, absent (a) the successful consummation of the
        initial
        public offering of securities of the Business Combination Company (the
“IPO”),
        and
        (b) the Business Combination Company’s consummation of an acquisition of a
        prospective target company (the “Required
        Acquisition”)
        within
        twenty-four (24) months of completion of such IPO, the Maker will not have
        any
        funds or financial resources to pay all or any portion of its obligations
        under
        this Note on the Maturity Date or otherwise. 


     

    5.  
      No
      Personal Liability; Non-Recourse Obligation. The
      Lender hereby acknowledges and agrees that the sole source for payment of the
      outstanding principal amount of and interest accrued on this Note shall be
      the
      proceeds from the sale or disposition of the Warrants and/or the aggregate
      number of ordinary shares of the Business Combination Company that are issuable
      upon the full exercise of the Warrants (the “Warrant
      Shares”).
      Accordingly, and notwithstanding anything to the contrary, express or implied,
      contained in this Note or in the Pledge Agreement: 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       
        (a) absent
        only acts or omissions of the Maker or Angela Ho constituting actual fraud
        against the Lender, neither the Maker, Ms. Angela Ho, nor any transferee
        of the
        Maker or Angela Ho, shall have any personal liability or obligation to the
        Lender pursuant to this Note; and

    

     

     
      (b) except
      for such Warrants and Warrant Shares and the proceeds thereof which shall be
      subject to the Pledge Agreement referred to in Section
      8
      below,
      none of the assets or properties of the Maker, Ms. Angela Ho or their
      transferees (including without limitation any portion of the 1,312,500 ordinary
      shares initially owned of record by the Business Combination company that are
      beneficially owned by Angela Ho or her transferees) shall be subject to any
      claims, attachments, liens, security interests or rights in favor of the Maker
      to secure payment of this Note.

    


    6.  
      Payment
      on Maturity Date: Mandatory Prepayments.
      The
      entire outstanding principal amount and accrued and unpaid interest under this
      Note shall be due and payable in full on the Maturity Date; provided
      that,
      if, at
      any time or from time to time prior to the Maturity Date the Maker shall sell,
      transfer or otherwise dispose of the Warrants for cash consideration, or
      exercise the Warrants and thereafter sell, transfer or otherwise dispose of
      the
      Warrant Shares for cash consideration, then the Maker must remit the all of
      the
      proceeds received by the Maker or any of its assignees from any such sale,
      transfer or disposition to the Lender to prepay this Note, in whole or in part,
      to be allocated as follows:

     

     
      (a) First,
      to
      pay accrued and unpaid interest due pursuant to this Note; and

     

     
      (b) Second,
      to pay the outstanding principal amount due pursuant to this  Note.

     

    7.  
      Automatic
      Prepayment and Reduction of Principal and Accrued Interest. 
      Upon
      consummation of the IPO and the Required Acquisition, as provided in the
      operating agreement of the Maker, an aggregate of fifty percent (50%) of the
      Warrants entitling the holder to purchase up to 2,862,500 Warrant Shares shall
      be assigned and distributed by the Maker to the Lender or its designated assigns
      (the “Warrant
      Distribution”).
      Simultaneous with such Warrant Distribution, the outstanding principal amount
      of
      this Note shall be automatically deemed to be partially prepaid and reduced
      to
      Two Million Eight Hundred and Sixty Two Thousand Five Hundred Dollars
      ($2,862,500). In addition, the aggregate amount of interest accrued on such
      reduced principal amount of this Note as at the date of such Warrant
      Distribution shall similarly be reduced to that amount equal to the product
      of
      multiplying $2,862,500 by 5% from the date of issuance of this Note to the
      date
      of the Warrant Distribution.

    


    8.  
      Security.
      As a
      material inducement to the Lender to loan the principal amount of this Note
      to
      the Maker on the date hereof, the Maker hereby pledges to the Lender, and its
      successors, endorsees, transferees or assigns, a security interest in the
      Warrants and related Warrant Shares as collateral security for the timely and
      full satisfaction of all obligations of the Maker pursuant to this Note, all
      pursuant to the pledge agreement between the Maker and the Lender in the form
      of
Exhibit
      A
      hereto
      (the “Pledge
      Agreement”).

     

    9.  
      Title
      and Ownership of the Warrants.
      All
      right, title and legal ownership to the Warrants will remain with the Maker
      at
      all times until the date of the Warrant Distribution. Following the date of
      the
      Warrant Distribution, the Maker shall retain legal ownership and title to all
      of
      the remaining Warrants and Warrant Shares not sold for cash, until such time
      as
      the Maker shall have prepaid or paid in full all principal of and interest
      accrued on this Note, as reduced pursuant to Section 5 and Section 6,
      above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.
      Choice
      of Law: Venue and Jurisdiction.
      This
      Note shall be governed and controlled as to validity, enforcement,
      interpretation, construction, effect and in all other respects by the statutes,
      laws and decisions of the State of New York. The exclusive venue and/or
      jurisdiction for any proceeding which may be brought in connection with this
      Note shall be any federal and state court located in New York County, New York
      and each of the parties hereto irrevocably consents to such venue and/or
      jurisdiction. 

     

    11.
      Miscellaneous
      Provisions.
      

     

     
       (a)  This
      Note
      may not be amended or modified, and revision hereto shall not be effective,
      except by an instrument in writing executed by Maker and Lender. 

     

      
      (b)  Any
      and
      all notices, demands or requests required or permitted to be given under this
      Note shall be given in writing and sent, by registered or certified U.S. mail,
      return receipt requested, by hand, or by overnight courier, addressed to the
      parties hereto at their addresses set forth above or such other addresses as
      they may from time to-time designate by written notice, given in accordance
      with
      the terms of this Section. A party may change its address for notification
      purposes by giving the other parties notice in accordance with the terms of
      this
      Section 10(b) of the new address and the date upon which it shall become
      effective. 

     

     
       (c)  The
      Maker
      hereby waive presentment, protest and demand, notice of protest, dishonor and
      nonpayment of this Note, and expressly agrees that, without in any way affecting
      the liability of the Maker hereunder, the Lender may extend the time for payment
      of any amount due hereunder and release any party liable hereunder without
      in
      any other way affecting the liability and obligation of the Maker. The Maker
      shall pay all attorneys' fees and other costs of collection actually incurred
      by
      the Lender in connection with the Lender enforcing its rights under this Note
      to
      receive payment or otherwise. 

     

    Headings
      at the beginning of each numbered Section of this Note are intended solely
      for
      convenience of reference and are not to be deemed or construed to be a part
      of
      this Note. 

    


    IN
      WITNESS WHEREOF, Maker have executed this Note as of the date first set forth
      above. 

    

      
        	 	
                HO
                  CAPITAL MANAGEMENT LLC

              	 
	 	 	
                 

              	 
	 	
                By:
                  

              	
                 

              	 
	 	 	
                Angela
                  Ho, Managing Member