Unassociated Document


    LINE
      OF CREDIT PROMISSORY NOTE

    


    


    
      	
              $500,000.00

            	
              March
                23, 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 Hundred Thousand
      Dollars ($500,000.00), or such lesser amount as may be borrowed by the Maker
      as
      Advances under this line of credit promissory note (the “Note”).
      

    


    This
      Note
      shall not bear interest. 

    


    The
      entire outstanding principal amount of this Note shall be due and payable on
      a
      date that shall be the earlier to occur of (a) the date of closing of an initial
      public offering of securities of Asia Special Situation Acquisition Corp.,
      a
      Cayman Islands corporation (the “Business
      Combination Company”),
      or
      (b) December 31, 2007 (the "Maturity
      Date").
      

     

    1.
       Advances. Subject
      to the provisions of Section 2 below, the Maker shall have the right, at any
      time or from time to time prior to the Maturity Date to request loans and
      advances from the Lender (individually an “Advance”
and
      collectively, the “Advances”). Each such Advance shall be reflected on
Schedule
      A
      to this
      Note and initialed on behalf of the Maker as and when received by the managing
      member of the Maker.

     

    2. Use
      of
      Proceeds. All
      proceeds received by the Maker from each Advance made by the Lender under this
      Note shall be used by the Maker solely to pay fees and expenses to be incurred
      by the Maker and/or the Business Combination Company in connection with the
      proposed initial public offering referred to above, including without
      limitation, fees and expenses payable to the underwriters, legal and accounting
      fees and expenses, printing costs and filing fees payable to the U.S. Securities
      and Exchange Commission, the National Association of Securities Dealers, Inc.
      and/or any United States national stock exchange, and blue sky fees, if any.
      

     

    3. 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 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 the successful
      consummation of the initial
      public offering of securities of the Business Combination Company, the Maker
      is
      not likely to have any funds or financial resources to pay all or any portion
      of
      its obligations under this Note on the Maturity Date or otherwise. 

     

    4.
       Payment
      on Maturity Date: Prepayments.
      The
      entire unpaid Advances under this Note shall be due and payable in full on
      the
      Maturity Date. At any time, and from time to time before the Maturity Date,
      Maker shall have the right to prepay all or any part of the Advances, in whole
      or in part, without premium or penalty. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.
       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. 

     

    6.
       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 6(b) of the new address and the date upon which it shall become
      effective. 

    


    (c)
       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 Maker hereunder, 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 Maker. Maker shall pay all
      attorneys' fees and other costs of collection actually incurred by Lender in
      connection with Lender enforcing its rights under this Note to receive payment
      or otherwise. 

     

    (d)
       Notwithstanding
      anything to the contrary, express or implied, contained herein, no member or
      manager of the Maker shall have any personal liability or obligation in respect
      of the payment of this Note; it being understood and agreed by the Lender that
      the only source of repayment of this Note from the proceeds received from an
      initial public offering of securities of the Business Combination Company,
      as,
      if and when received.

     

    (e) 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:  	/s/ Angela
              Ho
	 	
              
Angela
              Ho, Managing Member
	 	


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    SCHEDULE
      A

     

    
      	
              Date
                of Advance

            	
              Amount
                of Advance

            	
              Initials
                of Managing

              Member
                Acknowledging 

              Receipt
                of Advance

            
	
              March
                __, 2007

            	
              $125,000

            	 
	
              April
                __, 2007

            	
              $175,000