Unassociated Document


    
      


      LINE
        OF CREDIT PROMISSORY NOTE

      


      


      
        	
                $500,000.00

              	
                March
                  23,
                  2007              
                  

              


      

      


      FOR
        VALUE RECEIVED,
        ASIA
        SPECIAL SITUATION ACQUISITION CORP.,
        a
        Cayman Island corporation (the "Maker"),
        having an office at P.O. Box 309GT, Ugland House, South Church Street, George
        Town, Grand Cayman Islands does hereby promise to pay to HO
        CAPITAL MANAGEMENT LLC, a
        Delaware limited liability company having an office at 386 Columbus Avenue,
        Apt.
        17A, New York, New York 10024 (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 the Maker, 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 an officer
        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 any blue sky fees.
        

       

      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 officer, director
        or
        shareholder 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 not yet paid 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 officer,
        director or shareholder 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 is from
        the
        proceeds received from an initial public offering of securities of the Maker,
        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. 

       

      
        	 	 	 
	 	ASIA
                SPECIAL SITUATIONS ACQUISITION CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Dr.
                Gary
                Hirst
	 	
                
                  

                

                Dr.
                  Gary Hirst, Chief Executive Officer

              
	 	 


      

       

      
        
          
          

        

        
          -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