PLEDGE
      AGREEMENT

     

    THIS
      PLEDGE AGREEMENT ("Agreement"),
      dated
      as of __________ ___, 2007, is executed by and between Ho
      Capital Management LLC,
      a
      Delaware limited liability company having an office at 386 Columbus Avenue,
      Apt.
      17A, New York, New York 10024 ("HCM");
      Noble
      Investment Fund Ltd.,
      a
      company formed under the laws of Gibraltar having an address at World Trade
      Center, Via Lugano 11, 6982 Lugano-Agno, Switzerland ("Noble");
      and
Hodgson
      Russ, LLP,
      a law
      firm formed under the laws of the State of New York and having an office at
      1540
      Broadway, 24th
      floor,
      New York, New York 10036 (the “Collateral
      Agent”).
      HCM,
      Noble and their respective officers, directors, members, authorized
      representatives and affiliates are hereinafter sometimes collectively referred
      to as the “Business
      Parties.”

     

    WITNESSETH:
      

     

    WHEREAS,
      on the date hereof, the Noble has made a loan of $5,725,000.00 (the
“Loan”)
      to
      HCM, to enable HCM to purchase, for $5,725,000, Warrants (the “Warrants”)
      to
      purchase up to 5,725,000 ordinary shares (the “Warrant
      Shares”)
      of
Asia
      Special Situation Acquisition Corp.,
      a
      Cayman Islands company (the “Business
      Combination Company”),
      which
      Warrants are issued in the name of HCM in connection with the initial public
      offering of the Business Combination Company’s ordinary shares; and

     

    WHEREAS,
      to evidence such Loan, HCM has issued to the Noble that certain $5,725,000.00
      promissory note payable to the Noble, dated of even date herewith (the
“Note”);
      and


     

    WHEREAS,
      in order to secure the payment and performance of the obligations, liabilities
      and indebtedness of HCM in favor of Noble under the Note, HCM has agreed to
      pledge to the Noble the Warrants and underlying Warrant Shares, and (upon
      release of the Warrants from the Agreement referred to in Section
      3(a) below)
      to
      cause the “HCM’s Warrants” (as hereinafter defined) to be delivered to the
      Collateral Agent for the benefit of Noble; 

     

    NOW,
      THEREFORE, in
      consideration of the premises and of the mutual covenants set forth herein
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto hereby agree as follows:


    


    1.
       Pledge;
      Non-Recourse Obligation.
      

    


    (a) HCM
      hereby pledges, as pledgor, to Noble, as pledge, and grants to Noble a first
      priority lien on and security interest in all of HCM's right, title and interest
      in and to all of the Warrants, together with all proceeds from the sale of
      the
      Warrants and the Warrant Shares, all dividends paid in respect of the Warrant
      Shares and any property or securities delivered to the holder of the Warrants
      or
      Warrant Shares in respect thereof in the event of a merger or takeover of the
      Business Combination Company by a third party (collectively, the "Pledged
      Collateral").
      

    


    (b) Notwithstanding
      the foregoing, upon consummation of a Required Acquisition (as such term is
      defined in the Note) by the Business Combination Company, fifty percent (50%)
      of
      the Pledged Collateral, representing Warrants to purchase 2,862,000 Warrant
      Shares (the “HCM
      Warrants”):
      (i)
      shall be released from the pledge and security interest contemplated by this
      Agreement, (ii) shall be registered in the name of the Noble or its designees,
      (iii) shall (together with the underlying 2,862,000 Warrant Shares) be owned
      of
      record and beneficially by the Noble, and (iv) shall be delivered by the
      Collateral Agent to the Noble. Upon consummation of such Required Acquisition
      by
      the Business Combination Company, the fifty percent (50%) balance of the Pledged
      Collateral, representing Warrants to purchase 2,862,000 Warrant Shares (the
      “Noble
      Warrants”):
      (i)
      shall continue to remain Pledged Collateral under this Agreement, (ii) shall
      be
      registered in the name of HCM or its designees, (iii) shall (together with
      the
      underlying 2,862,000 Warrant Shares) be owned of record by HCM and beneficially
      owned solely by Angela Ho or her designees, and (iv) shall be delivered by
      the
      Collateral Agent to the Collateral Agent to be held subject to the terms and
      conditions of this Agreement, all as contemplated by Section 3 below. As a
      result the only Pledged Collateral following consummation of a Required
      Acquisition shall be the Noble’s Warrants and underlying 2,862,000 Warrant
      Shares.

     

    
      
        
        

      

      
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    (c) HCM
      hereby agrees to execute and deliver to Noble or the Collateral Agent, as the
      case may be (i)
      assignments
      separate from the Warrants substantially in the form of Exhibit
      A
      hereto,
      undated and appropriately endorsed in blank, with respect to the Warrants
      comprising the Pledged Collateral and (ii) such financing statements as Noble
      or
      the Collateral Agent may reasonably request with respect to the Pledged
      Collateral (or, if execution by HCM is not required pursuant to the applicable
      Uniform Commercial Code, HCM hereby authorizes the Collateral Agent to file
      all
      financing statements deemed necessary by Noble to perfect the security interests
      granted hereunder), (iii) take such other steps as Noble may from time to time
      reasonably request to perfect Noble's security interest in the Pledged
      Collateral or any part thereof under applicable law, and (iv) after the
      occurrence and during the continuance of an Event of Default, to execute and
      deliver on behalf of HCM such other documents of transfer as Noble or the
      Collateral Agent may from time to time reasonably require to enable Noble to
      transfer the Pledged Collateral into the name of HCM or the name of its nominee
      (all of the foregoing are hereinafter collectively referred to as the
"Assignments").
      

    


    (d) By
      its execution of this Agreement, the Noble does hereby acknowledge and agree
      that notwithstanding anything to the contrary, express or implied, contained
      in
      this Agreement or in the Note: (i) in the event that a Required Acquisition
      is
      not consummated within 24 months following the closing of the Business
      Combination Company’s initial public offering, the Warrants and the Pledged
      Collateral will likely be worthless, and (ii) in the event that such Required
      Acquisition shall be timely consummated, the sole source for repayment of the
      Loan and payment of the outstanding principal amount of and interest accrued
      on
      the Note will be the Noble’s Warrants, the 2,862,000 Warrant Shares underlying
      the Noble’s Warrants, and/or the proceeds from the sale or disposition thereof.
      Accordingly, notwithstanding anything to the contrary, express or implied,
      contained in this Agreement or in the Note:

    


    (i) absent
      only acts or omissions of HCM or Angela Ho constituting actual fraud against
      the
      Noble, neither HCM, Angela Ho, nor any transferee of HCM or Angela Ho, shall
      have any personal liability or obligation to the Noble pursuant to this Note;
      and

    


    (ii) except
      for such Noble Warrants and underlying 2,862,000 Warrant Shares and the proceeds
      thereof, none of the assets or properties of HCM, Angela Ho or their transferees
      (including without limitation all or any portion of the 1,312,500 ordinary
      shares of the Business Combination Company owned of record by the Noble and
      beneficially owned by Angela Ho or her transferees) shall be subject to any
      claims, attachments, liens, security interests or rights in favor of the Noble
      to secure payment of the Note or otherwise.

     

    2.
       Security
      for Secured Obligations.
      The
      Pledged Collateral secures the prompt and complete payment, performance and
      observance of the Note (including, without limitation, all obligations and
      liabilities of HCM hereunder). 

     

    3.
       Delivery
      of Warrants; Perfection of Security Interest. 

     

    (a) Upon
      consummation of the initial public offering of the Business Combination Company,
      HCM hereby agrees to promptly deliver: (i) the Warrants to Maxim
      Group LLC,
      as
      escrow agent (the “Escrow
      Agent”),
      pursuant to the terms of an agreement, of even date herewith, by and among
      HCM,
      Noble and the Escrow Agent (the “Escrow
      Agreement”),
      and
      (ii) the Assignments to the Collateral Agent to be held subject to this
      Agreement. 

     

    
      
        
        

      

      
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    (b)
       Upon
      the
      Business Combination Company’s consummation of a Required Acquisition, the
      Escrow Agreement shall immediately terminate. At such time, the Escrow Agent
      shall promptly return to the Business Combination Company or its transfer agent
      all Warrant certificates or other instruments evidencing the Pledged Collateral
      then in its possession, together with a signed instruction letter, in
      substantially the form of Exhibit
      B hereto,
      instructing the Business Combination Company and its transfer agent to: (i)
      exchange such Warrant certificates for two new Warrant certificates each
      entitling the holders thereof to purchase up to 2,862,500 ordinary shares of
      the
      Business Combination Company; (ii) cause one of such Warrant certificates,
      representing the HCM Warrants, to be registered in the name of HCM and the
      other
      Warrant certificate, representing the Noble’s Warrants, to be registered in the
      name of Noble; (iii) deliver the Warrant certificate representing the HCM
      Warrants directly to HCM (at an address designated by it), and (iv) deliver
      the
      Warrant certificate representing the Noble Warrants directly to the Collateral
      Agent at 1540 Broadway, 24th
      floor,
      New York, New York 10036, attn: Stephen A. Weiss, Esq. 

     

    4.
       Pledged
      Collateral Adjustments.
      If during
      the term of this Agreement: 

     

    (a)
       any
      non-cash dividend or distribution, reclassification, readjustment or other
      change is declared or made in the capital structure of Company, or any option,
      warrant or similar instrument included within the Pledged Collateral is
      exercised, or both, or 

     

    (b)
       any
      subscription, warrants, options shall be issued in connection with the Pledged
      Collateral, 

     

    then
      HCM
      shall (i) promptly deliver new, substituted and additional shares, warrants,
      options, or other equity securities, issued by reason of any of the foregoing,
      and all certificates and other instruments evidencing the same to Noble to
      be
      held under the terms of this Agreement and shall constitute Pledged Collateral
      hereunder, and (ii) promptly deliver to Noble or the Collateral Agent such
      additional Pledged Collateral. 

     

    5.
       Subsequent
      Changes Affecting Pledged Collateral; Sale of Warrants or Warrant Shares;
      Co-Sale Rights. 

     

    (a) Noble
      may, after the occurrence and during the continuance of an Event of Default,
      without notice and at its option, transfer or register the Pledged Collateral
      or
      any part thereof into its or its nominee's name with or without any indication
      that such Pledged Collateral is subject to the lien created hereunder. In
      addition, upon the occurrence and during the continuance of an Event of Default,
      Noble may at any time exchange certificates or other instruments representing
      or
      evidencing Pledged Collateral for certificates or other instruments of smaller
      or larger denominations. 

     

    (b) At
      any
      time, and from time to time, prior to the expiration of the five-year term
      of
      the Note, upon receipt of written notice from HCM to Noble of HCM’s intent to
      sell for cash all or any portion of the HCM Warrants or the underlying Warrant
      Shares, the Noble shall arrange, or shall instruct the Collateral Agent to
      arrange, to deliver the securities to the then acting transfer agent for the
      Warrants or ordinary shares, as the case may be, of the Business Combination
      Company so that they may be sold accordingly. Until the Note, together with
      all
      interest accrued thereon, shall have been paid in full, on each occasion that
      HCM elects to sell any of the HCM Warrants or underlying Warrant Shares, all
      of
      such sales shall be made only (i) through a brokerage account on which both
      Angela Ho and Noble (or their designee) are joint signatories, or (ii) though
      a
      private escrow account on which both Angela Ho (for HCM) and the Noble (or
      their
      designee) are joint signatories. All of the net proceeds from the sale of the
      HCM Warrants or underlying Warrant Shares, as the case may be, shall be paid
      over to HCM until the balance of principal and interest, if any, on the Note
      shall be paid in full.

     

    
      
        
        

      

      
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    (c) Notwithstanding
      the foregoing provision of Section
      5(b),
      HCM may
      only sell or transfer the HCM Warrants or underlying Warrant Shares to
      unaffiliated third parties for cash at the then prevailing market prices for
      such HCM Warrants and/or Warrant Shares
      unless
      such sale or transfer is either (i) in connection with a
      merger,
      reorganization, or sale of control of the Business Combination Company with
      a
      third party, or (ii) approved in writing by the Noble. 

    


    (d) 
      Until
      the Note, together with all interest accrued thereon, shall have been paid
      in
      full, at any time that the Noble or its transferees of Noble’s Warrants or
      underlying Warrant Shares are entitled hereunder to sell, and elect to sell
      all
      or any portion of the Noble’s Warrants or underlying Warrant Shares comprising
      the Pledged Collateral, the Noble or its transferee(s) shall notify HCM of
      its
      or their intent so to sell, which notice shall contain all of the material
      terms
      of the proposed sale, including the amount of securities to be sold and the
      price. For a period of ten (10) days following its receipt of such notice,
      HCM
      shall have the right to participate in the sale by selling up to fifty percent
      (50%) of the aggregate number and amount of Warrants or Warrant Shares
      (including the HCM Warrants and the Noble Warrants), as the case may be,
      proposed to be sold by the Noble or its transferee(s) at the same time and
      price
      and to the same purchaser(s). Until the Note, together with all interest accrued
      thereon, shall be paid in full, as provided in Section
      5(b) hereof,
      all net proceeds from any such sales by HCM shall be applied toward payment
      of
      the Note. HCM shall notify the Noble of the names and addresses of any
      transferees of the HCM Warrants and underlying Warrant Shares, and any such
      transferee(s) shall, as a condition of such transfer, execute a written
      acknowledgement reasonably satisfactory to Noble or its counsel agreeing to
      be
      bound by the provisions of this Section 5(d).

     

    6.
       Representations
      and Warranties.
      HCM
      hereby represent and warrant as of the effective date hereof to Noble as
      follows: 

    


    (a)
       HCM
      is
      the legal and beneficial owner of the Pledged Collateral owned by HCM, free
      and
      clear of any lien, except for the lien created by this Agreement; provided,
      however,
      that
      upon the consummation by the Business Combination Company of a Required
      Acquisition and the simultaneous distribution of the Warrants
      as
      provided in Section 3 of this Agreement, in accordance with the terms of the
      Operating Agreement of HCM, one hundred percent (100%) of the beneficial
      interest in the Remaining Warrants shall be vested solely in Angela Ho or her
      affiliates or designated assigns; 

     

    (b)
       The
      Pledged Collateral has been duly authorized and been fully paid and
      non-assessable; and

     

    (c)
       HCM
      has
      full power and authority to enter into this Agreement and has the right to
      vote,
      assign, deposit, pledge and grant a lien on or otherwise transfer all of its
      rights in the Pledged Collateral free and clear of any liens; 

    


    7.
       Voting
      Rights.
      During
      the term of this Agreement, and except as otherwise provided in this Section
      7,
      HCM shall have the right to vote the Pledged Collateral on all questions
      presented to the holders of ordinary shares of the Business Combination Company,
      and Noble will deliver all necessary documents to allow HCM to take such action
      upon HCM's request. After the occurrence and during the continuance of an Event
      of Default, Noble may, at Noble's option, exercise all voting and other
      consensual rights and powers pertaining to the Pledged Collateral. HCM hereby
      agrees to execute all proxies or other instruments, documents or agreements
      deemed reasonably necessary by Noble to evidence the right to vote the Pledged
      Collateral as provided hereunder, and HCM agrees that it shall not be entitled
      to rescind, revoke or otherwise modify Noble's vote executed in accordance
      with
      this Section 7. Any and all proxies executed by HCM pursuant to this Section
      7
      shall be deemed for all purposes to be a proxy coupled with an interest and
      shall be irrevocable until the payment in full, in cash, of all amounts due
      under the Note (the "Obligations").
      

     

    
      
        
        

      

      
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    8.
       Dividends
      and Other Distributions. Noble
      or
      the Collateral Agent shall be entitled to receive any and all dividends and
      other distributions paid in respect of the Pledged Collateral which dividends
      and/or distributions shall be deemed to be held in escrow if received by Noble
      and shall become part of the Pledged Collateral upon receipt
      thereof. 

     

    9.
       Transfers
      and Other Liens.
      HCM
      agrees that, except as otherwise provided in Section 5 above, until all of
      the
      Obligations are paid in full, it will not (i)
      sell
      or
      otherwise dispose of, or grant any option or other rights with respect to,
      any
      of the Pledged Collateral without the prior written consent of Noble, or (ii)
      create or permit to exist any lien upon or with respect to any of the Pledged
      Collateral, except for the lien created by this Agreement. 

     

    10.
       Remedies.
      Subject
      at all times to the provisions of Section 11 below:

     

    (a)
       Noble
      shall have, in addition to any other rights given under this Agreement, the
      Note
      or by applicable law, all of the rights and remedies with respect to the Pledged
      Collateral of a secured party under the Uniform Commercial Code as in effect
      from time to time in the State of New York. In
      addition,
      after the occurrence and during the continuance of an Event of Default, Noble
      shall, subject to provisions of applicable law, have such powers of sale and
      other powers as may be conferred by applicable law. With respect to the Pledged
      Collateral or any part thereof which shall then be in or shall thereafter come
      into the possession or custody of Noble, or which Noble shall otherwise have
      the
      ability to transfer under applicable law, Noble may, in its sole discretion,
      without notice except as specified below, after the occurrence and during the
      continuance of an Event of Default, sell or cause the same to be sold in private
      sale, in one or more sales or lots, at such price as Noble may deem best, for
      cash or on credit or for future delivery, without assumption of any credit
      risk,
      and the purchaser of any or all of the Pledged Collateral so sold shall
      thereafter own the same, absolutely free and clear of any subordinate claim,
      encumbrance or right of any kind whatsoever. After the occurrence and during
      the
      continuance of an Event of Default, Noble may, in its own name, or in the name
      of a designee or nominee, buy the Pledged Collateral, in full satisfaction
      of
      all obligations under the Note at any private sale. HCM will pay to Noble all
      expenses (including, without limitation, court costs and reasonable attorneys'
      fees and expenses) of, or incident to, the enforcement of any of the provisions
      hereof by Noble. Noble agrees to apply any proceeds of the sale of the Pledged
      Collateral to the Obligations in accordance with the terms of the Note, and,
      to
      the extent any surplus remains after the repayment in full in cash of the
      Obligations, Noble agrees to distribute any such proceeds as required by law.
      

     

    (b)
       Unless
      any of the Pledged Collateral threatens to decline speedily in value or is
      or
      becomes of a type sold on a recognized market, Noble will give HCM reasonable
      notice of the time and place of any public sale thereof, or of the time after
      which any private sale or other intended disposition is to be made. Any sale
      of
      the Pledged Collateral conducted in conformity with reasonable commercial
      practices of banks, commercial finance companies, insurance companies or other
      financial institutions disposing of property similar to the Pledged Collatoral
      shall be deemed to be commercially reasonable. Notwithstanding any provision
      to
      the contrary contained herein, HCM agrees that any requirements of reasonable
      notice shall be met if such notice is received by HCM as provided in this
      Agreement at least ten (10)
      days
      before the time of the sale or disposition; provided, that Noble may give any
      shorter notice that is commercially reasonable under the circumstances. Any
      other requirement of notice, demand or advertisement for sale is waived by
      HCM,
      to the extent permitted by law. 

     

    (c)
       In
      view
      of
      the fact that federal and state securities laws may impose certain restrictions
      on the method by which a sale of the Pledged Collateral may be effected after
      an
      Event of Default, HCM agrees that after the occurrence and during the
      continuance of an Event of Default, Noble may, from time to time, attempt to
      sell all or any part of the Pledged Collateral by means 0f
      a
      private placement restricting the bidders and prospective purchasers to those
      who are qualified and will represent and agree that they are purchasing for
      investment only and not for distribution. In so doing, Noble may solicit offers
      to buy the Pledged Collateral, or any part of it, from one or more investors
      deemed by Noble, in its reasonable judgment, to be financially responsible
      parties who might be interested in purchasing the Pledged Collateral. The
      acceptance by Noble of the highest and best offer obtained therefrom shall
      be
      deemed to be a commercially reasonable method of disposing of such Pledged
      Collateral 

    


    
      
        
        

      

      
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    11.  Alternative
      Remedy. Notwithstanding
      the provisions of Section 10 above, on and after an Event of Default, the Noble
      may (but shall not be obligated to) elect, in lieu of the remedies specified
      in
      Section 10, to retain all of the Pledged Collateral as full and complete
      liquidated damages for any amounts then due and owing by HCM to the Noble under
      the Note. 

    


    12. Term.
      This
      Agreement shall remain in full force and effect until the
      Note
      shall have been indefeasibly paid and satisfied in full. Upon the termination
      of
      this Agreement as provided above (other than as a result of the sale of the
      Pledged Collateral), this Agreement shall automatically terminate and all liens
      and security interests created hereunder shall terminate and be released. Upon
      confirmation of payment in full of the Note, the Collateral Agent shall (a)
      file
      any UCC-3 Termination Statements releasing the lien and security interest
      created by the Assignments, and (b) to the extent it then has possession of
      any
      of the remaining Pledged Collateral, will deliver such Pledged Collateral and
      the Assignments to HCM. 

    


    13. Agreements
      with and Duties of the Collateral Agent.
      

    


    (a) The
      Collateral Agent shall be under no duty to give the Pledged Collateral held
      by
      it hereunder any greater degree of care than it gives its own similar
      property.

    


    (b) If
      the
      Collateral Agent is permitted or required to deliver any of the Pledged
      Collateral or pay moneys back to any Business Party or Business Parties, such
      payment shall be made by check or by wire transfer, at the Collateral Agent's
      sole discretion, unless the Collateral Agent shall have received written notice
      from such Business Party or Business Parties of a new and/or different postal
      address or unless this Agreement shall have provided otherwise. If payment
      is
      made by check or Pledged Collateral is to be delivered, the same shall be mailed
      to the address specified by the Business Party(s) in this Agreement (or to
      a new
      or different address subsequently specified to Collateral Agent by writing
      from
      such Business Party(s)). 

     

    (c) Whenever
      authorization shall be provided by the terms of this Agreement for the payment
      or delivery of Pledged Collateral by the Collateral Agent to one or more
      Business Parties and there is no express requirement hereunder for written
      instructions from the applicable Business Party(s) before such delivery is
      made,
      the Collateral Agent shall notify all Business Parties and, in its sole
      discretion, may defer payment or defer return or delivery of Pledged Collateral
      until such written requirement or consent is received from all of the Business
      Parties (or, depending on the Collateral Agent’s requirements, from less than
      all of them). Where Collateral Agent determines to so defer payment or delivery,
      the Collateral Agent shall give written notice to the Business Parties of such
      determination. 

    


    (e) It
      is
      expressly understood and agreed that under no circumstances shall the Collateral
      Agent be required to pay or have paid to any Business Party(s) any sums not
      representing proceeds from the sale of any Pledged Collateral that may be
      delivered to the Collateral Agent.

     

    (f) It
      is
      intended that the duties and responsibilities of the Collateral Agent shall
      be
      limited to ministerial duties and responsibilities to the maximum extent
      permitted by law. In keeping with that intent, it is agreed that the receipt
      by
      Collateral Agent of Exhibit
      C,
      or an
      alternative written instrument containing the substantive information or content
      that is in Exhibit
      C
      (whether
      or not also including other information and content not inconsistent with the
      request and approval of delivery or disbursement action proposed to be taken
      by
      the Collateral Agent) shall, in the absence of actual knowledge by the
      Collateral Agent of falsehood, fraud or other intentional or gross misconduct
      on
      the part of any of the Business Parties that would render the proposed action
      under the written instrument to be inappropriate, be full and sufficient
      justification and authorization for the proposed payment or disbursement action
      by the Collateral Agent.

     

    
      
        
        

      

      
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    (g) The
      ministerial reliance by Collateral Agent on the written instrument referred
      to
      in Section 13(f) shall be full and sufficient justification and authorization,
      as stated in such Section, notwithstanding a determination that Collateral
      Agent
      had certain specified discretionary inquiry powers and opportunities that
      Collateral Agent did not pursue or that, absent the provisions of Section 13(f)
      above, Collateral Agent had (or might have had) fiduciary responsibilities
      to
      investigate before making any such payment or disbursement and did not do
      so.

     

    (h) The
      Collateral Agent shall have no duty or responsibility to enforce collection
      of
      any check delivered to it and subsequently dishonored, nor shall Collateral
      Agent have any duty or responsibility to give notice to any Business Party
      of
      such attempted payment and the subsequent dishonor thereof.

     

    (i) The
      Collateral Agent shall be entitled to rely upon the accuracy, act in reliance
      upon the contents, and assume the genuineness of any notice, instruction,
      certificate, signature (including copies of signature pages), instrument or
      other document (in each case, whether a copy, facsimile or original) which
      is
      given to the Collateral Agent pursuant to this Agreement, without the Collateral
      Agent being obligated to undertake any action or investigation to verify the
      truth or accuracy thereof -- unless
      the Collateral Agent has actual knowledge that the document or other document,
      instruction, certificate or signature is not accurate, truthful, authorized
      or
      genuine. For
      purposes of this Section
      13(i),
“Actual
      knowledge, or any other instance where “knowledge” would be required (and,
      therefore, “actual knowledge” would be required as a standard of “knowledge”)
      shall consist of actual and conscious apprehension and understanding, presently
      in the mind or consciousness of the person acting for Collateral Agent (as
      opposed to knowledge previously known but not currently remembered or
      consciously being thought about) and shall be limited to such “actual knowledge”
by an attorney in Collateral Agent’s firm who is currently actively engaged in
      the management of the Collateral Agent and who is made aware of the document,
      etc. that is the subject of this Section
      13(i).
      For
      purposes of this Agreement “knowledge” (being required to be “actual knowledge”)
      shall not included knowledge of any other attorney or person in Hodgson Russ
      who
      is not directly involved in making decisions regarding, or managing, the Hodgson
      Russ activities as Collateral Agent. Knowledge by others within Hodgson Russ
      shall not be imputed to the persons described above for purposes of determining
      whether “knowledge” or “actual knowledge” existed. Persons (lawyers) at
      Collateral Agent as to whom “actual knowledge” is relevant under this Section
      13(i) currently includes Stephen A. Weiss, Esq. 

     

    (j) The
      Collateral Agent may consult with and act relative hereto upon advice of counsel
      of its own selection in reference to any matter connected herewith, and shall
      not be liable to any of the parties hereto, or their respective legal
      representatives, heirs, successors and assigns, for any action taken in good
      faith on the advice of counsel or for any mistake of fact or error of judgment,
      or for any acts or omissions of any kind taken or made in good faith unless
      caused by its willful misconduct or gross negligence.

     

    (k) The
      Collateral Agent shall not be responsible for, or have any duty to inquire
      into,
      or be required to enforce any of the terms and provisions of any document or
      agreement other than this Agreement. 

     

    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    

     

    (l) Without
      limiting the foregoing, the Collateral Agent shall not be responsible for,
      or
      have any duty to inquire into, monitor or enforce obligations between any of
      the
      Business Parties as to (i) whether there was support or justification for any
      such Business Party to act in accordance with written instructions of such
      Business Party or any other Business Party in attached Exhibit
      C
      or any
      written alternative acceptable to Collateral Agent that included (with anything
      else) the material or content of Exhibit
      C,
      or (ii)
      whether any Business Party properly uses and applies funds received by it,
      whether from the Collateral Agent or third parties, in accordance with the
      provisions of this Agreement or other applicable documents.

     

    (m) This
      Agreement sets forth exclusively the duties of the Collateral Agent with respect
      to any and all matters pertinent hereto and no implied duties or obligations
      shall be read into this Agreement against the Collateral Agent.

     

    (n) If
      the
      Collateral Agent shall be uncertain as to its duties or rights hereunder or
      if
      it receives instructions with respect to the Pledged Collateral or any funds
      that may be derived from the sale or transfer of any Pledged Collateral, which,
      in the Collateral Agent’s sole discretion, it determines to be in actual or
      potential conflict with this Agreement or other instructions that it has
      received, the Collateral Agent shall be excused from taking action that it
      might
      otherwise be required to take, and its sole obligation shall be to keep safely
      all property held in escrow until the uncertainty is resolved. Such uncertainty
      can be resolved by written and signed agreement among all affected Business
      Parties or by order or judgment of a court of competent jurisdiction, naming
      the
      involved Business Parties as participants in the action or proceeding brought
      to
      obtain judicial determination of the involved uncertain duties and
      obligations.

     

    (o) Alternatively,
      the Collateral Agent may, in its discretion, seek judicial determination of
      any
      dispute or uncertainty and/or deposit all of the Pledged Collateral and any
      funds that may be derived from the sale or transfer of any Pledged Collateral,
      in Court pursuant to proceedings under New York law.

     

    (p) The
      Collateral Agent makes no representation as to the validity, value, genuineness
      or collectability of any portion or all of the Pledged Collateral held by or
      delivered to it.

     

    (q) In
      the
      event that: 

     

    (i) the
      Collateral Agent shall receive any conflicting or inconsistent notices or
      instructions from any one or more of the Business Parties, or 

     

    (ii) there
      shall be any disagreement between or among any of the Business Parties,
      resulting in adverse claims or demands being made in connection with the subject
      matter of this Agreement, or 

     

    (iii) there
      shall be any disagreement between or among any of the Business Parties and
      any
      other person, resulting in adverse claims or demands being made in connection
      with the subject matter of this Agreement, or 

     

    (iv) the
      Collateral Agent, in good faith, shall be in doubt as to what action it should
      take hereunder, 

     

    then,
      and
      in any such event, Collateral Agent may, at its option, refuse to comply with
      any notices, instructions, claims or demands on it, or refuse to take any other
      action hereunder, so long as such disagreement continues or such doubt exists,
      and in any such event, the Collateral Agent shall not become liable in any
      way
      or to any person for its failure or refusal to act. The Collateral Agent shall
      be entitled to continue so to refrain from acting until (A) the rights of all
      Business Parties or other third person(s) shall have been fully and finally
      adjudicated by a court of competent jurisdiction or (B) all differences shall
      have been adjusted and all doubt resolved by agreement among all of the
      interested persons, and the Collateral Agent shall have been notified thereof
      in
      writing signed by all such persons. The Collateral Agent shall have the option,
      after thirty (30) days’ notice to the Business Parties of its intention to do
      so, to file an action in interpleader requiring the parties to answer and
      litigate any claims and rights among themselves. 

     

    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    

     

    The
      rights of the Collateral Agent under this Section
      13(q)
      are
      cumulative of all other rights which it may have by law or
      otherwise.

     

    (r) The
      Collateral Agent does not have and will not have any interest in the Pledged
      Collateral or any funds that may be derived from the sale or transfer of any
      Pledged Collateral, but is serving only as escrow holder and has only possession
      thereof.

     

    (s) The
      Collateral Agent’s duties and responsibilities shall be determined only with
      reference to this Agreement. The Collateral Agent is not charged with any duties
      or responsibilities in connection with any other document or
      agreement.

     

    (t) The
      Collateral Agent may execute any of its powers or responsibilities hereunder
      either directly or by or through its agents or attorneys and the Collateral
      Agent shall not be responsible for any misconduct or negligence on the part
      of
      any agent or attorney appointed with due care by it hereunder.

     

    (u) Each
      of
      Business Parties do hereby release the Collateral Agent from any act done or
      omitted to be done by the Collateral Agent in good faith in the performance
      of
      its duties hereunder, and each of Business Parties do hereby jointly and
      severally agree to fully indemnify the Collateral Agent and its directors,
      officers, employees and agents (the “Collateral
      Agent Indemnified Parties”)
      for,
      and to hold each of them harmless from and against, any loss, liability, claim,
      damage or expense (including reasonable attorneys’ fees and expenses) incurred
      by the Collateral Agent Indemnified Parties, arising out of or in connection
      with the Collateral Agent entering into this Agreement and carrying out its
      duties hereunder, including the reasonable costs and expenses of defending
      itself from any claim or liability; provided,
      however,
      that
      the Collateral Agent Indemnified Parties shall not be entitled to
      indemnification hereunder for losses, liabilities and expenses caused by the
      willful misconduct, fraud or gross negligence of any of the Collateral Agent
      Indemnified Parties. The agreements contained in this Section
      13(u)
      shall
      survive despite any termination of this Agreement or the resignation or removal
      of the Collateral Agent.

     

    (v) The
      Collateral Agent shall not incur any liability for not performing any act or
      fulfilling any duty, obligation or responsibility hereunder by reason of any
      occurrence beyond the control of the Collateral Agent (including but not limited
      to any act or provision of any present or future law or regulation or
      governmental authority, any act of God or war, or the unavailability of the
      Federal Reserve Bank wire or telex or other wire or communication
      facility).

     

    (w) Anything
      in this Agreement to the contrary notwithstanding, in no event shall the
      Collateral Agent be liable for consequential loss or damage of any kind
      whatsoever (including but not limited to lost profits), regardless of the form
      of action.

     

    (x) The
      Collateral Agent may resign at any time or be removed by the written mutual
      consent of the Business Parties. No resignation or removal of the Collateral
      Agent and no appointment of a successor Collateral Agent, however, shall be
      effective until the acceptance or removal of the Collateral Agent in the manner
      herein provided. In the event of the resignation or removal of the Collateral
      Agent, the Business Parties shall in good faith agree upon a successor
      Collateral Agent. If the Business Parties are unable to agree upon a successor
      Collateral Agent within fourteen (14) days after receipt of a notice of
      resignation or removal is given, the Collateral Agent may deposit the Pledged
      Collateral and any funds delivered to the Collateral Agent from the sale or
      transfer of any Pledged Collateral with a court of competent jurisdiction and
      may petition, at the sole expense of the Business Parties, a court of competent
      jurisdiction for the appointment of a successor Collateral Agent. Any successor
      Collateral Agent shall execute and deliver to the predecessor Collateral Agent
      and the Business Parties an instrument accepting such appointment and the
      transfer of the Pledged Collateral and any funds delivered to the Collateral
      Agent from the sale or transfer of any Pledged Collateral and agreeing to the
      terms of this Agreement, and thereupon such successor Collateral Agent shall,
      without further act, become vested with all the estates, properties, rights,
      powers and duties of the predecessor Collateral Agent as if originally named
      herein.

     

    
      
        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

      

    

     

    (y) Any
      law
      firm with whom the Collateral Agent may merge or consolidate shall be the
      successor Collateral Agent without further act.

     

    14. Definitions. The
      singular shall include the plural and vice versa and any gender shall include
      any other gender as the context may require. 

     

    14. Successors
      and Assigns. This
      Agreement shall be binding upon and inure to the benefit of HCM, Noble and
      their
      respective successors and assigns. HCM's successors and assigns shall include,
      without limitation, a receiver, trustee or debtor-in-possession of or for HCM.
      

     

    15. GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE A CONTRACT MADE UNDER
      AND GOVERNED BY
      THE
      INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
      PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY STATE OTHER
      THAN THE STATE OF NEW YORK. 

     

    16. Severability. Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but, if any provision of
      this
      Agreement shall be held to be prohibited or invalid under applicable law, such
      provision shall be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Agreement. 

     

    17. Further
      Assurances. HCM
      agrees that it
      will
      cooperate with Noble and the Collateral Agent and will execute and deliver,
      or
      cause to be executed and delivered, all such other assignments separate from
      certificate, proxies, instruments and documents, and will take all such other
      actions, including, without limitation, the execution and filing of financing
      statements, as Noble or the Collateral Agent may reasonably request from time
      to
      time m order to carry out the provisions and purposes of this Agreement.


     

    18. Notices.
      Except
      as otherwise provided herein, whenever it is provided herein that any notice,
      demand, request, consent, approval, declaration or other communications shall
      or
      may be given to or served upon any of the parties by any other party, or
      whenever any of the parties desires to give or serve upon any other
      communication with respect to this Agreement, each such notice, demand, request,
      consent, approval, declaration or other communication shall be in writing and
      shall be given (and deemed to have been given) to the address on record with
      the
      sending party and otherwise in accordance with and subject to the terms of
      the
      Note. 

     

    19.
       Amendments,
      Waivers and Consents.
      No
      amendment to, modification or waiver of, or consent with respect to, any
      provision of this Agreement shall in any event be effective unless the same
      shall be in writing and signed and delivered by Noble and HCM, and then any
      such
      amendment, modification, waiver or consent shall be effective only in the
      specific instance and for the specific purpose for which given. 

     

    20.
       Section
      Headings.
      The
      section headings in this Agreement are inserted for convenience of reference
      and
      shall not be considered a part of this Agreement or used in its
      interpretation.

     

    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    

     

    21.
       Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall together constitute one and the same
      agreement. Any such counterpart which may be delivered by facsimile transmission
      shall be deemed the equivalent of an originally signed counterpart and shall
      be
      fully admissible in any enforcement proceedings regarding this Agreement.


     

    22.
       Merger.
      This
      Agreement represents the final agreement of HCM and Noble with respect to the
      matters contained herein and may not be contradicted by evidence of prior or
      contemporaneous agreements, or subsequent oral agreements, between HCM and
      Noble. 

     

    [Remainder
      of Page Intentionally Left Blank; Signature Page Follows] 

    


    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, HCM
      and
      Noble have each caused this Agreement to be executed and delivered by its duly
      authorized officer as of the date first set forth above. 

     

    PLEDGOR:

    

      
        	
                HO
                  CAPITAL MANAGEMENT LLC

              


      

       

      
        	
                By:
                  

              	 	 
	 	
                Angela
                  Ho, Managing Member

              	 


      

       

      PLEDGEE:

       

      
        	
                NOBLE
                  INVESTMENT FUND LTD.

              
	 	 
	
                By:
                  

              	 	 
	 	
                Arne van Roon, Authorized Signatory

              	 


      

       

      
        COLLATERAL
          AGENT:

      

       

      
        	
                HODGSON
                  RUSS LLP

              	 
	 	 	 
	
                By:

              	 	 
	 	
                Stephen
                  A. Weiss, Partner

              	 


      

    

    


    The
      undersigned agrees to comply with the provisions of Section
      3(b)
      of the above Agreement:

     

    
      	MAXIM FINANCIAL
              GROUP
              LLC
	 	 	 
	By:	 	 


    

     

    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A 

     

    FORM
      OF ASSIGNMENT SEPARATE FROM CERTIFICATE

     

    FOR
      VALUE RECEIVED, the
      undersigned, ________________________,
      does
      hereby sell,  assign
      and transfer unto ________________________,
       
      warrants
      to purchase ordinary shares of ____________________________
      (the
“Warrants”),
      standing in the name of the undersigned on the books of said corporation and
      does hereby irrevocably constitute and appoint
      ____________________________________, as Agent, as the undersigned's true and
      lawful attorney, for it and in its name and stead, to sell, assign and transfer
      all or any of the Shares, and for that purpose to make and execute all necessary
      acts of assignment and transfer thereof; and to substitute one or more persons
      with like full power, hereby ratifying and confirming all that said attorney
      or
      substitute or substitutes shall lawfully do by virtue hereof. 

     

    Dated:
      ___________________ 

     

    [_________________________,
      a________________, ____________]

     

    
      
        	By:
                	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	Its: 	 	 


      

    

      

    
      
        
        

      

      
        -
          13
          -

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    LETTER
      OF INSTRUCTION

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    


    Names,
      Emails and signature(s) for:

     

    Person(s)
      Designated to give Instructions to the Collateral
      Agent

    


    If
      from
      HCM:

    


    
      	
              Name

            	 	
              Email

            	 	
              Signature

            
	
               

            	 	
              angelaho@asiabcc.com

            	 	
               

            
	
              Angela
                Ho

            	 	 or
	 	 
	 	 	
              angela@hocasino.com

            	 	 


    

     

    
      	If
              from Noble 	 	 	 	 


    

    


    
      	
              Name

            	 	
              Email

            	 	
              Signature

            
	
              Arne
                van Roon 

            	 	
              avr@transtaxllp.com;
                or

              ariejanvanroon@asiabcc.com

            	 	
               

            
	or	 	 	 	 
	 	 	 	 	 


    

    


    All
      instructions must include the signature of the person(s) authorizing said
      instructions.

    
       

      
        
          
          

        

        
          Consent
            -- 2