PROMISSORY
NOTE

     

    
      	
               

              January
      16, 2009

            	
              $200,000.00

              Marlborough,
      Massachusetts

            


    

    


    2020
CHINACAP ACQUIRCO, INC., a Delaware corporation (the “Maker”) promises to pay to
the order of 2020 INTERNATIONAL CAPITAL GROUP LIMITED, a Cayman Islands company
(the “Payee”) the principal sum of Two Hundred Thousand Dollars and No Cents
($200,000.00) in lawful money of the United States of America on the terms and
conditions described below.

     

    1.           PRINCIPAL.
All principal outstanding under this Note shall be due and payable upon the
earlier of (a) one year from the date of execution and (b) the date on which
Payee shall demand full or partial payment of any balance outstanding
hereunder.  The Maker hereby acknowledges that the Payee may demand
full or partial payment of any balance outstanding hereunder at its sole option
and without cause at any time.

     

    2.           INTEREST.  The
principal balance of this Note shall not bear
interest.

     

    3.           APPLICATION
OF PAYMENTS; PREPAYMENTS.

     

    (a)           The
Maker may pay any amount outstanding hereunder at any time, in whole or in part,
without premium or penalty.

     

    (b)           All
payments shall be applied first to payment in full of any costs incurred in the
collection of any sum due under this Note, including without limitation
reasonable attorneys' fees, next to the payment in full of any late charges,
then to interest on the unpaid principal balance due under this Note and finally
to the reduction of the unpaid principal balance of this Note; provided, however, that any
prepayments shall be made at the sole discretion of the Maker and the failure of
the Maker to make such prepayments shall not be deemed an Event of Default under
this Note.

     

    4.           EVENTS
OF DEFAULT. The occurrence of any of the following events shall constitute an
Event of Default:

     

    (a)           FAILURE
TO MAKE REQUIRED PAYMENTS. Failure by Maker to pay the principal of this Note
within five (5) business days following the date when due.

     

    (b)           VOLUNTARY
BANKRUPTCY, ETC. The commencement by Maker of a voluntary case under the Federal
Bankruptcy Code, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of
its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of
the foregoing.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (c)           INVOLUNTARY
BANKRUPTCY, ETC. The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of Maker in an involuntary case under
the Federal Bankruptcy Code, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or
ordering the winding-up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days.

     

    5.           REMEDIES.

     

    (a)           Upon
the occurrence of an Event of Default specified in Section 4(a), Payee may, by
written notice to Maker, declare this Note to be due and payable, whereupon the
principal amount of this Note, and all other amounts payable thereunder, shall
become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary
notwithstanding.

     

    (b)           Upon
the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the
unpaid principal balance of, and all other sums payable with regard to, this
Note shall automatically and immediately become due and payable, in all cases
without any action on the part of Payee.

     

    6.           WAIVERS.
Maker and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of
protest with regard to the Note, all errors, defects and imperfections in any
proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting any
property, real or personal, or any part of the proceeds arising from any sale of
any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time
for payment; and Maker agrees that any real estate that may be levied upon
pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee.

     

    7.           UNCONDITIONAL
LIABILITY. Maker hereby waives all notices in connection with the delivery,
acceptance, performance, default, or enforcement of the payment of this Note,
and agrees that its liability shall be unconditional, without regard to the
liability of any other party, and shall not be affected in any manner by any
indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agree that additional makers,
endorsers, guarantors, or sureties may become parties hereto without notice to
them or affecting their liability hereunder.

     

    8.           NOTICES.
Any notice called for hereunder shall be deemed properly given if (i) sent by
certified mail, return receipt requested, (ii) personally delivered, (iii)
dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery or (iv) sent by telefacsimile, to the
following addresses or to such other address as either party may designate by
notice in accordance with this Section:


    
      
         


      

      
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    If
to Maker:

    2020
ChinaCap Acquirco, Inc.

    221
Boston Post Road East

    Suite
410

    Marlborough,
MA 01752

    


    If
to Payee:

    2020
International Capital Group Limited

    Attn:
Louis Koo

    1503
Ruttonjee House

    11
Duddell Street, Central

    Hong
Kong

    


    Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving
party, (ii) the date shown on a telefacsimile transmission confirmation, (iii)
the date reflected on a signed delivery receipt, or (iv) two (2) business days
following tender of delivery or dispatch by express mail or delivery
service.

     

    9.           CONSTRUCTION.
This Note shall be construed and enforced in accordance with the domestic
internal laws of the State of Delaware.

     

    10.         SEVERABILITY.
Any provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed by its Chief Financial Officer as of the 16th day of
January 2009.

     

    
      	 
      	
              2020
      CHINACAP ACQUIRCO, INC.

            
	 
      	 
      
	 
      	
              /s/
      Louis Koo

            
	 
      	
              By:
      Louis Koo

            
	 
      	
              Its:
      Chief Financial Officer

            


    

     

    
      
         


      

      
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