THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”), NOR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS AND
      MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A REGISTRATION
      STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY
      APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (II) THE COMPANY
      RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT
      EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND
      THE
      REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS
      ARE AVAILABLE.

     

    
      	No.
              _____	 	
              $_____________

            
	 	 	
              Irvine,
                California

            


    

     

    CHINA
      TEL HOLDING CORPORATION

    (formerly,
      Asia Special Situation Acquisition Corp.)

    FORM
      OF CONVERTIBLE PROMISSORY NOTE

    DUE:
      March 31, 2009

    


    FOR
      VALUE
      RECEIVED, CHINA TEL HOLDING CORPORATION (formerly, Asia Special Situation
      Acquisition Corp.), a Cayman Island corporation (the “Company”)
      with
      an address at c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland
      House, South Church Street, George Town, Grand Cayman, Cayman Islands, hereby
      promises to pay to the order of _____________________________________________
      (the “Payee”)
      or his
      or its registered assigns (together with the Payee, the “Holder”),
      the
      sum of ______________________________________________ Dollars ($_________)
      or
      such lesser amount as shall then
      be
      outstanding hereunder. 

    


    Unless
      previously converted by the Holder into ordinary shares, $0.0001 par value
      per
      share, of the Company (the “Ordinary
      Shares”)
      as
      provided herein, the entire outstanding principal amount of this Note shall
      be
      due and payable, together with all interest accrued hereon, on March 31, 2009
      (the “Maturity
      Date”).

     

    Payment
      for all amounts of cash or delivery of Ordinary Shares due hereunder shall
      be
      made by mail to the registered address of the Holder. The Payee of this Note
      was
      a former holder of 10% CHTL Convertible Debentures that, pursuant to the terms
      of an agreement and plan of merger (the “Merger
      Agreement”)
      dated
      as of July 31, 2008, among the Company, CHTL Acquisition Corp. and China Tel
      Group, Inc., a Nevada corporation (“China
      Tel”),
      George Alvarez and certain other CHTL Principal Shareholders, was exchanged
      for
      this Note. Pursuant to the terms of the Merger Agreement, the Payee has received
      this Note, in lieu of an identical principal amount of the CHTL Convertible
      Debenture. This Note is one of the ASSAC Debentures referred to in the Merger
      Agreement. Capitalized terms used but not defined herein shall have the meanings
      assigned to them in the Merger Agreement.

     

    The
      following is a statement of the rights of the Holder of this Note and the
      conditions to which this Note is subject, and to which the Holder hereof, by
      the
      acceptance of this Note, agrees:

     

    1. Definitions.
      As used
      in this Note, the following terms, unless the context otherwise requires, have
      the following meanings:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Company”
      includes any corporation that may succeed to or assume the obligations of the
      Company under this Note.

     

    “Company
      Debenture Exchange Ratio.”
shall
      mean 0.2368421:1,
      meaning that each $1.00 principal amount of this Note (inclusive of interest
      accrued hereon) shall be converted into 0.2368421 Ordinary
      Shares of the Company; which Company Debenture Exchange Ratio was determined
      by dividing $1.00 by the $0.95 conversion price of the CHTL Debentures and
      multiplying the result thereof by $2.25. 

     

    “Conversion
      Shares”
shall
      mean the Ordinary Shares of the Company issuable upon the full or any partial
      conversion of this Note.

     

    “Holder,”
when
      the context refers to a Holder of this Note, shall mean any person who shall
      at
      the time be the registered Holder of this Note.

     

    2. Interest. This
      Note
      shall bear interest at the annual rate of ten percent (10%) which shall accrue
      and be added to the outstanding principal amount of this Note, and shall be
      payable on the Maturity Date. Notwithstanding the foregoing, if this Note shall
      not be paid or satisfied in full on the Maturity Date, this Note shall bear
      interest, commencing on the Maturity Date, at the rate of twelve percent (12%)
      per annum, payable on the last day of each month following the Maturity Date,
      until such time as the entire unpaid principal amount of this Note, together
      with all interest accrued hereon shall have been paid in full.

     

    Prepayment.
      The
      Company shall not have the right to prepay this Note in whole or in part prior
      to the Maturity Date, without the prior written consent or approval of the
      Holder.

     

    3. Events
      of Default. If
      any of
      the events specified in this Section 3 shall occur (herein individually
      referred to as an “Event
      of Default”)
      and
      shall not have been cured within ten Business Days after written notice of
      such
      default has been given by the Holder to the Company, the Holder of the Note
      may,
      so long as such condition exists, declare the entire principal and unpaid
      accrued interest hereon immediately due and payable:

     

    3.1 Default
      in the payment of the principal amount of this Note and all accrued interest
      when due on the Maturity Date; or

     

    3.2 (a) The
      institution by the Company of proceedings to be adjudicated as bankrupt or
      insolvent, or the consent by it to institution of bankruptcy or insolvency
      proceedings against it or the filing by it of a petition or answer or consent
      seeking reorganization or release under the federal Bankruptcy Act, or any
      other
      applicable federal or state law, or the consent by it to the filing of any
      such
      petition or the appointment of a receiver, liquidator, assignee, trustee or
      other similar official of the Company, as applicable, or of any substantial
      part
      of its property, or the making by it of an assignment for the benefit of
      creditors, or the taking of corporate action by the Company in furtherance
      of
      any such action; and
      

     

    (b) if,
      within sixty (60) days after the commencement of an action against the Company
      (and service of process in connection therewith on the Company) seeking any
      bankruptcy, insolvency, reorganization, liquidation, dissolution or similar
      relief under any present or future statute, law or regulation, such action
      shall
      not have been resolved in favor of the Company, as applicable, or all orders
      or
      proceedings thereunder affecting the operations or the business of the Company,
      as applicable, stayed, or if the stay of any such order or proceeding shall
      thereafter be set aside, or if, within sixty (60) days after the appointment
      without the consent or acquiescence of the Company, as applicable, of any
      trustee, receiver or liquidator of the Company, as applicable, or of all or
      any
      substantial part of the properties of the Company, such appointment shall not
      have been vacated.

     

    If
      any
      Event of Default has occurred and is continuing, the Holder of this Note may
      at
      any time, at its or his option, by notice or notices to the Company, declare
      this Note to be immediately due and payable.
      Upon
      this Note becoming due and payable under this Section 3 (a “Default”),
      such
      Note will forthwith mature and the entire unpaid principal amount of such Note,
      plus all accrued and unpaid interest thereon shall all be immediately due and
      payable, in each and every case without presentment, demand, protest or further
      notice, all of which are hereby waived. If any Default or Event of Default
      has
      occurred and is continuing, the Holder of this Note may proceed to protect
      and
      enforce the rights of such Holder by an action at law, suit in equity or other
      appropriate proceeding, whether for the specific performance of the rights
      of
      the Holder under this Note, or for an injunction against a violation of any
      of
      the terms hereof, or in aid of the exercise of any power granted hereby or
      thereby or by law or otherwise.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    4. Conversion.

     

    4.1 At
      any
      time, or from time to time prior to the Maturity Date (each a “Conversion
      Date”),
      the
      Holder of this Note shall have the right at the Holder’s option, to convert all
      or any portion of this Note (including accrued interest hereon), in accordance
      with the provisions of this Section 4,
      into
      fully paid and non-assessable Ordinary Shares of the Company. 

     

    4.2 The
      number of Conversion Shares of the Company into which all or any portion of
      this
      Note shall be convertible shall be determined by multiplying: 

     

    (a) the
      aggregate principal amount (inclusive of all accrued interest) of this Note
      being converted, by 

     

    (b) the
      Company Debenture Exchange Ratio.

     

    4.3 Upon
      any
      such conversion pursuant to this Section 4.1: 

     

    (a) the
      Company shall issue and deliver to the Holder stock certificates for the
      applicable number of Conversion Shares into which this Note was converted and
      this Note shall be deemed cancelled to the extent converted, and (b) if the
      entire amount of this Notes shall not have been converted, the Holder of this
      Note shall receive from the Company, together with the applicable number of
      Conversion Shares, a new Note in the appropriate principal amount..

     

    4.4 If
      the
      Holder elects to convert this Note into Ordinary Shares, he or it shall, within
      ten (10) days prior to the Maturity Date, surrender this Note at the principal
      office of the Company and shall give written notice by certified or registered
      mail, postage prepaid, to the Company at its principal corporate office, of
      the
      election to convert the same pursuant to Section
      4.1,
      and
      shall state therein the name or names in which the certificate or certificates
      for Ordinary Shares are to be issued (the “Conversion
      Notice”).
      The
      Company shall, as soon as practicable thereafter (but in no event more than
      five
      (5) Business Days), issue and deliver at such office to the Holder of this
      Note
      a certificate or certificates for the number of Ordinary Shares to which the
      Holder of this Note shall be entitled as aforesaid. Such conversion shall be
      deemed to have been made on the date of the Conversion Notice, and the person
      or
      persons entitled to receive the Ordinary Shares issuable upon such conversion
      shall be treated for all purposes as the record Holder or Holders of such
      Ordinary Shares as of such date.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.5 Upon
      receipt by the Company from the Holder of a facsimile transmission (or other
      reasonable means of communication) of a Conversion Notice, the Company shall
      undertake to issue and deliver or cause to be issued and delivered to or upon
      the order of the Holder of the Notes to be converted, certificates for the
      Ordinary Shares issuable upon such conversion within ten (10) Business Days
      after the Holder shall give the Conversion Notice.

     

    4.6 In
      lieu
      of delivering physical certificates representing the Ordinary Shares issuable
      upon conversion, provided the Company’s transfer agent is participating in the
      Depository Trust Company (“DTC”)
      Fast
      Automated Securities Transfer program, upon request of the Holder and his or
      its
      compliance with the provisions contained in this Section
      4.6,
      the
      Company shall use its best efforts to cause its transfer agent to electronically
      transmit the Ordinary Shares issuable upon conversion to the Holder by crediting
      the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal
      Agent Commission system.

     

    4.7 (a) The
      Conversion Shares issuable upon conversion of the Holder’s Note may not be sold
      or transferred unless (i) such shares are sold pursuant to an effective
      registration statement under the Securities Act, or (ii) the Company or its
      transfer agent shall have been furnished with an opinion of counsel (which
      opinion shall be in form, substance and scope customary for opinions of counsel
      in comparable transactions) to the effect that the shares to be sold or
      transferred may be sold or transferred pursuant to an exemption from such
      registration or (iii) such shares are sold or transferred pursuant to Rule
      144 under the Securities Act (or a successor rule) (“Rule
      144”)
      or
      (iv) such shares are sold or transferred outside the United States in accordance
      with Rule 904 of Regulation S under the Securities Act, or (v) such shares
      are
      transferred to an “affiliate” (as defined in Rule 144) of the Company who agrees
      to sell or otherwise transfer the shares only in accordance with this
Section
      4.7.
      

     

    (b) Except
      as
      otherwise provided in the Merger Agreement (and subject to the removal
      provisions set forth below), until such time as the Ordinary Shares issuable
      upon conversion of the Holder’s Note have been registered under the Securities
      Act of 1933, as amended, as contemplated by the Company’s Form S-4 or Form F-4
      Registration Statement, otherwise may be sold pursuant to Rule 144 without
      any
      restriction as to the number of securities as of a particular date that can
      then
      be immediately sold, each certificate for Conversion Shares that has not been
      so
      included in an effective registration statement or that has not been sold
      pursuant to an effective registration statement or an exemption that permits
      removal of the legend, shall bear a legend substantially in the following form,
      as appropriate:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER
      HEREOF, BY PURCHASING SUCH SECURITIES, AGREES THAT SUCH SECURITIES MAY BE
      OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE
      CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF
      REGULATION S UNDER THE U.S. SECURITIES ACT, (C) WITHIN THE UNITED STATES
      AFTER REGISTRATION OR IN ACCORDANCE WITH THE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER,
      IF
      APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR
      (D) WITHIN THE UNITED STATES IN A TRANSACTION THAT DOES NOT REQUIRE
      REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
      LAWS AND THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE CORPORATION AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c) The
      legend set forth above shall be removed and the Company shall issue to the
      Holder a new certificate therefore free of any transfer legend if (i) the
      Company or its transfer agent shall have received an opinion of counsel, in
      form, substance and scope customary for opinions of counsel in comparable
      transactions, to the effect that a public sale or transfer of such Ordinary
      Shares may be made without registration under the Act and the shares are so
      sold
      or transferred, (ii) such Holder provides the Company or its transfer agent
      with reasonable assurances that the Ordinary Shares issuable upon conversion
      of
      the Holder’s Note (to the extent such securities are deemed to have been
      acquired on the same date) can be sold pursuant to Rule 144 or (iii) in the
      case of the Ordinary Shares issuable upon conversion of the Holder’s Note, such
      security is registered for sale by the Holder under an effective registration
      statement filed under the Act or otherwise may be sold pursuant to Rule 144
      without any restriction as to the number of securities as of a particular date
      that can then be immediately sold. The Company shall use its best efforts to
      cause its counsel to issue a legal opinion to the Company’s transfer agent
      promptly after the effective date of any registration statement under the Act
      registering the resale of the Ordinary Shares issuable upon conversion of the
      Notes if required by the Company’s transfer agent to effect the removal of the
      legend hereunder. Nothing in the Note shall (x) limit the Company’s
      obligation under the Merger Agreement or (y) affect in any way the Holder’s
      obligations to comply with applicable prospectus delivery requirements upon
      the
      resale of the securities referred to herein.

     

    4.8 No
      fractional Ordinary Shares shall be issued upon conversion of this Note. In
      lieu
      of the Company issuing any fractional shares to the Holder upon the conversion
      of this Note, the Company shall pay to the Holder an amount in cash applicable
      to such fractional shares. In addition, in the event and to the extent that
      less
      then the entire principal amount of this Note is converted and the original
      Note
      is surrendered and delivered to the Company, the Company shall either deliver
      to
      the Holder a new Note in principal amount equal to the unconverted portion
      thereof, or on the Maturity Date pay to the Holder a cash payment equal to
      the
      unconverted principal amount of this Note. Upon full conversion of this Note,
      the Company shall be forever released from all of its obligations and
      liabilities under this Note.

     

    5. Conversion
      Price Adjustments.

     

    5.1 Adjustments
      for Stock Splits and Subdivisions.
      In the
      event the Company should at any time or from time to time after the date of
      issuance hereof fix a record date for the effectuation of a split or subdivision
      of the outstanding Ordinary Shares, or entitling the Holder thereof to receive
      directly or indirectly, a dividend or distribution of additional Ordinary Shares
      or other securities that are convertible into or exercisable for additional
      Ordinary Shares (hereinafter referred to as “Ordinary
      Shares Equivalents”)
      without payment of any consideration by such Holder for the additional Ordinary
      Shares or the Ordinary Shares Equivalents, then, as of such record date (or
      the
      date of such dividend distribution, split or subdivision if no record date
      is
      fixed), the Company Debenture Exchange Ratio shall be appropriately adjusted
      so
      that the number of Ordinary Shares issuable upon conversion of this Note shall
      be increased in proportion to such increase of the Company’s outstanding
      shares.

     

    5.2 Adjustments
      for Reverse Stock Splits.
      If the
      number of Ordinary Shares outstanding at any time after the date hereof is
      decreased by a reverse stock split or other combination of the outstanding
      Ordinary Shares, then, following the record date of such reverse split or
      combination, the Company Debenture Exchange Ratio shall be appropriately
      adjusted and that the number of Conversion Ordinary Shares issuable on
      conversion of this Note shall be decreased in proportion to such decrease in
      the
      Company’s outstanding Ordinary Shares as a result thereof.

     

    5.3 Notice
      of Adjustments. Upon
      the
      occurrence of each adjustment or readjustment of the Conversion Price as a
      result of the events described in Section 5, the Company, at its expense, shall
      promptly compute such adjustment or readjustment and prepare and furnish to
      each
      Holder of Notes a certificate setting forth such adjustment or readjustment
      and
      showing in detail the facts upon which such adjustment or readjustment is based.
      The Company shall, upon the written request at any time of any Holder of Notes,
      furnish to such holder a like certificate setting forth (i) such adjustment
      or
      readjustment, (ii) the Conversion Price at the time in effect and (iii) the
      number of Ordinary Shares and the amount, if any, of other securities or
      property which at the time would be received upon conversion of such Holder’s
      Note.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    6. Reservation of
      Ordinary Shares Issuable Upon Conversion.
      The
      Company shall ensure that the Company shall at all times reserve and keep
      available out of its authorized but unissued Ordinary Shares solely for the
      purpose of effecting the conversion of the Note such number of its Ordinary
      Shares as shall from time to time be sufficient to effect the conversion of
      the
      Note; and if at any time the number of authorized but unissued Ordinary Shares
      shall not be sufficient to effect the conversion of the entire outstanding
      principal amount of this Note, in addition to such other remedies as shall
      be
      available to the Holder of this Note, the Company will use its best efforts
      to
      take such corporate action as may, in the opinion of its counsel, be necessary
      to increase the Company’s authorized but unissued Ordinary
      Shares
      to such
      number of shares as shall be sufficient for such purposes.

     

    7. Treatment
      of Note.
      To the
      extent permitted by generally accepted accounting principles, the Company will
      treat, account and report the Note as debt and not equity for accounting
      purposes and with respect to any returns filed with federal, state or local
      tax
      authorities.

     

    8. No
      Shareholder Rights.
      Nothing
      contained in this Note shall be construed as conferring upon the Holder or
      any
      other person the right to vote or to consent or to receive notice as a
      shareholder in respect of any extraordinary or general meetings of the
      shareholders of the Company for the election of directors of the Company or
      any
      other matters or any rights whatsoever as a shareholder of the Company; and
      no
      interest shall be payable or accrued in respect of the Conversion Shares
      obtainable hereunder until, and only to the extent that, this Note shall have
      been converted. This limitation does not apply to or in any way restrict a
      Holder’s rights as a shareholder of the Company in connection with any Ordinary
      Shares of the Company otherwise held by the Holder.

     

    9. Assignment.
      The
      rights and obligations of the Company and the Holder of this Note shall be
      binding upon and benefit the successors, assigns, heirs, administrators and
      transferees of the parties.

     

    10. Waiver
      and Amendment.
      Any
      provision of this Note may be amended, waived or modified upon the written
      consent of the Company and the Holders of at least a majority of the aggregate
      principal amount of all then outstanding ASSAC Debentures issued pursuant to
      the
      Merger Agreement.

     

    11. Notices.
      Any
      notice, request or other communication required or permitted hereunder shall
      be
      in writing and shall be deemed to have been duly given on the date of service
      if
      personally served on the party to whom such notice is to be given, on the date
      of transmittal of service via telecopy to the party to whom notice is to be
      given (with a confirming copy delivered within 24 hours thereafter), or on
      the
      third day after mailing if mailed to the party to whom notice is to be given,
      by
      first class mail, registered or certified mail, postage prepaid, or via a
      recognized overnight courier providing a receipt for delivery and properly
      addressed at the respective addresses of the parties as set forth herein. Any
      party hereto may by notice so given change its address for future notice
      hereunder. 

     

    12. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, excluding that body of law relating to conflict of
      laws.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    13. Heading;
      References.
      All
      headings used herein are used for convenience only and shall not be used to
      construe or interpret this Note. Except where otherwise indicated, all
      references herein to Sections refer to Sections hereof.

     

    14. Counterparts;
      Signatures by Facsimile.
      This
      Note, once executed by the Company, may be delivered to the Holder by facsimile
      transmission of a copy of this Note bearing the signature of the Company and
      such signature shall create a valid and binding obligation of the Company with
      the same force and effect as if such facsimile signature were the original
      thereof.. Following such delivery, the Company shall forward a ribbon original
      of this Note to the Holder by regular or certified mail.

     

    IN
      WITNESS WHEREOF, the Company has caused this Note to be executed this ______
      day
      of ____________ 2008.

    
      	 	 	 
	 	
              CHINA
                TEL
                HOLDING CORPORATION

              (formerly, Asia Special Situation Acquisition
                Corp.)

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
George
              Alvarez,
	 	Title:
              Chief
              Executive Officer


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    NOTICE
      OF CONVERSION


     

    (To
      Be
      Signed Only Upon Conversion of Note)

     

    The
      undersigned, the Holder of the foregoing Note, hereby elects to convert an
      aggregate of $____________ principal amount of such Note, together with all
      interest accrued thereon through the date of this Notice, into Conversion Share
      of CHINA TEL HOLDING CORPORATION, or its successor-in-interest. Upon delivery
      to
      the undersigned of certificates registered in the name of
      ________________________ and delivered to, _____________, whose address is
      ______________________ for the applicable amount of Conversion Shares (based
      on
      the applicable Conversion Price in effect as provided in the Note), the
      undersigned shall surrender this Note to CHINA TEL HOLDING CORPORATION and
      (to
      the extent of a partial conversion), shall receive from CHINA TEL HOLDING
      CORPORATION, or its successor-in-interest a new Note in principal amount equal
      to the unconverted principal amount of the original Note. 

    
      	 	 	 
	 
 	 
 	 
 
	Dated: _________________	 	 
              
	 	(Signature must conform in all respects
              to
              name of Holder as specified on the face of the Note)
	 	   
	 	Print Signature
	 	  
              
	 	
               (Address)