(Face
      of
      Note)

     

    [GLOBAL
      NOTE LEGEND]

    


    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR
      BANK
      S.A./N.V. (“EUROCLEAR”), OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME
      (“CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      ITS
      AUTHORIZED NOMINEE OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO ITS
      AUTHORIZED NOMINEE, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER
      USE
      HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
      REGISTERED OWNER HEREOF, ITS AUTHORIZED NOMINEE, HAS AN INTEREST HEREIN.


     

    TRANSFERS
      OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
      TO
      NOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH
      SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
      LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
      THE
      INDENTURE REFERRED TO ON THE REVERSE HEREOF. 

     

    [REGULATION
      S LEGEND]

    


    THIS
      SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR OTHER SECURITIES LAWS OF ANY STATE
      OR OTHER JURISDICTION, AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN
      THE
      FOLLOWING SENTENCE,.
      BY
      ACQUISITION HEREOF, THE HOLDER:

    


    (1) REPRESENTS
      THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT;

    


    (2) AGREES
      THAT IT WILL NOT WITHIN THE PERIOD SET FORTH IN RULE 144(k)
      UNDER
      THE SECURITIES ACT (CURRENTLY TWO YEARS AFTER THE LATER
      OF
      THE ORIGINAL
      ISSUANCE OF THIS SECURITY OTHER
      THAN WITH RESPECT TO AFFILIATESOR
      THE
      ACQUISITION FROM AFFILIATE OF THE COMPANY)
      (A)
      RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY EXCEPT (I) TO
      THE
      ISSUER
      OR ANY SUBSIDIARY THEREOF, (II) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE
      WITH RULE 144A UNDER THE SECURITIES ACT, (III) TO A NON-U.S. PERSON OUTSIDE
      THE
      UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (IV)
      PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
      SECURITIES ACT, IF AVAILABLE, OR (V) PURSUANT TO A REGISTRATION STATEMENT WHICH
      HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND WHICH CONTINUES TO
      BE
      EFFECTIVE AT THE TIME OF SUCH TRANSFER OR (B) ENGAGE IN HEDGING TRANSACTIONS
      WITH RESPECT TO THIS SECURITY UNLESS IN COMPLIANCE WITH THE SECURITIES ACT;
      AND

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (3) AGREES
      THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS
      TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(A)(V) ABOVE) A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 

     

    [TAX
      ORIGINAL ISSUE DISCOUNT LEGEND]

    


    FOR
      PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE U.S. INTERNAL REVENUE CODE
      OF
      1986, AS AMENDED, THIS NOTE WAS ISSUED WITH TAX ORIGINAL ISSUE DISCOUNT. FOR
      PURPOSES OF THESE RULES, THE ISSUE DATE OF THIS NOTE IS JANUARY 11, 2008, AND
      A
      HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF TAX ORIGINAL ISSUE DISCOUNT, AND
      YIELD TO MATURITY BY SUBMITTING A WRITTEN REQUEST TO THE COMPANY AT MAGICAL
      INSIGHT INVESTMENTS LIMITED, C/O CHINA MOBILE MEDIA TECHNOLOGY, INC., 9TH FLOOR,
      BLOCK C, INTELL-CENTER, NO. 18 ZHONGGUANCUN EAST ROAD, HAIDIAN DISTRICT,
      BEIJING, CHINA 100083, ATTENTION: CHIEF FINANCIAL OFFICER, FACSIMILE NO: +86
      10
      8260 1927.

     

    
      
        

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    GUARANTEED
      SENIOR NOTES DUE 2014

     

    ISIN:
      XS0325944170

    Common
      Code: 032594417

     

    
      	
              No.
                1 

            	
               RMB150,000,000

            


    

     

    MAGICAL
      INSIGHT INVESTMENTS LIMITED

     

    promises
      to pay to HSBC Nominees (Hong Kong) Limited, or registered assigns, as nominee
      of the Common Depositary for Clearstream Banking, société anonyme (“Clearstream”)
      and/or
      Euroclear Bank S.A./N.V. (“Euroclear”),
      or
      registered assigns, the Dollar Equivalent of the principal sum of RMB150,000,000
      on January 11, 2014, or such greater or lesser principal amount at the Stated
      Maturity hereof as is indicated in the records of the Trustee and the Common
      Depositary.

     

    Interest
      Payment Dates: January 11 and July 11, commencing July 11, 2008.

     

    Record
      Dates: December 27 and June 26.

     

    Dated:
      January 11, 2008.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be signed manually or
      by
      facsimile by its duly authorized officer.

     

    
      	 	 	 
	 	MAGICAL
              INSIGHT
              INVESTMENTS LIMITED
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name: 

              Title: 

            


    

    
 

    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Global Notes
      referred to in the within-mentioned
      Indenture:

    


    THE
      HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, as
      Trustee

    


    
      	 	 	 	 	 
	By:	 	 	 	 
	 	
              
Authorized
              Signatory	 	 	
            
	 	 	 	 	 
	 	 	 	 	 
	Dated January
              11,
              2008	 	 	 


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (Back
      of
      Note)

     

    GUARANTEED
      SENIOR NOTES DUE 2014

     

    Capitalized
      terms used herein shall have the meanings assigned to them in the Indenture
      referred to below unless otherwise indicated.

     

    1. Interest,
      Additional Amounts and Additional Tax Amounts.
      MAGICAL
      INSIGHT INVESTMENTS LIMITED, a British Virgin Islands corporation (the
“Company”),
      promises to pay the Dollar Equivalent of interest on the principal amount of
      this Note at 9.5% per annum from the first anniversary of the Issue Date until
      maturity. “Dollar
      Equivalent”
means,
      at any time for the determination thereof, the amount of Dollars obtained by
      converting RMB into Dollars at the base rate for the purchase of Dollars with
      RMB as quoted by the People’s Bank of China at Noon (Beijing time) two Business
      Days prior to the date of determination. The Company shall pay interest
      semi-annually on January 11 and July 11 of each year, or if any such day is
      not
      a Business Day, on the next succeeding Business Day (each an “Interest
      Payment Date”).
      Interest shall accrue from the most recent date to which interest has been
      paid
      on the Notes (or one or more Predecessor Notes) or, if no interest has been
      paid, from the date of issuance: provided,
      however,
      that if
      there is no existing Default in the payment of interest, and if this Note is
      authenticated between a record date referred to on the face hereof and the
      next
      succeeding Interest Payment Date, interest shall accrue from such next
      succeeding Interest Payment Date; provided,
      further,
      that
      the first Interest Payment Date shall be July 11, 2008. The Company shall pay
      the Dollar Equivalent of interest (including post-petition interest in any
      proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
      from time to time at a rate that is 2.0% per annum in excess of the interest
      rate then in effect under the Indenture and this Note; it shall pay the Dollar
      Equivalent of interest (including post-petition interest in any proceeding
      under
      any Bankruptcy Law) on overdue installments of interest (without regard to
      any
      applicable grace periods), from time to time at the same rate to the extent
      lawful. Interest shall be computed on the basis of a 360-day year of twelve
      30-day months for the actual number of days elapsed. The amount of interest
      for
      each day that the Notes are outstanding (the “Daily
      Interest Amount”)
      will
      be calculated by dividing the interest rate in effect for such day by 360 and
      multiplying the result by the RMB Notional Amount of the Notes. The amount
      of
      interest to be paid on the Notes for each Interest Period will be calculated
      by
      adding the Daily Interest Amounts for each day in the Interest Period. All
      percentages resulting from any of the above calculations will be rounded, if
      necessary, to the nearest one hundred-thousandth of a percentage point, with
      five one-millionths of a percentage point being rounded upwards and all dollar
      amounts used in or resulting from such calculations will be rounded to the
      nearest cent (with one-half cent being rounded upwards). The interest rate
      on
      the Notes will in no event be higher than the maximum rate permitted by New
      York
      law as such rate may be modified by United States law of general application.
      The Company promises to pay Additional Amounts and Additional Tax Amounts as
      and
      when required by the Indenture.

     

    2. Method
      of Payment.
      The
      Company shall pay interest on the Notes (except defaulted interest) to the
      Persons in whose name this Note (or one or more Predecessor Notes) is registered
      at the close of business on the January 11 or July 11 next preceding the
      Interest Payment Date, even if such Notes are cancelled after such record date
      and on or before such Interest Payment Date, except as provided in Section
      2.12
      of the Indenture with respect to defaulted interest. The Notes shall be payable
      as to principal, premium (including Additional Amounts and Additional Tax
      Amounts), if any, and interest at the office or agency of the Company maintained
      for such purpose, or, at the option of the Company, payment of interest may
      be
      made by check mailed to the Holders at their addresses set forth in the Security
      Register; provided,
      however,
      that
      payment by wire transfer of immediately available funds shall be required with
      respect to principal of and interest and premium, if any, on, all Global Notes
      and all other Notes the Holders of which shall have provided wire transfer
      instructions to the Company or the Paying Agent. Such payment shall be in such
      coin or currency of the United States of America as at the time of payment
      is
      legal tender for payment of public and private debts.

     

    3. Paying
      Agent and Registrar.
      Initially, The Hongkong and Shanghai Banking Corporation Limited, the Trustee
      under the Indenture, shall act as Paying Agent and Registrar. The Company may
      change any Paying Agent or Registrar without notice to any Holder. The Company
      or any of its Subsidiaries may act in any such capacity.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    4. Indenture.
      The
      Company issued the Notes under an Indenture dated January 11, 2008
      (“Indenture”)
      among
      the Company, China Mobile Media Technology Inc. (the “Parent”)
      as a
      guarantor, the other guarantors party thereto (together with the Parent, the
      “Guarantors”)
      and
      the Trustee. To the extent any provision of this Note conflicts with the express
      provisions of the Indenture, the provisions of the Indenture shall govern and
      be
      controlling. 

     

    5.
      Mandatory
      Redemption.
      

     

    The
      Company agrees that on the dates indicated in the following table, the Company
      will prepay and there shall become due and payable the corresponding principal
      amount as shall then be outstanding. 

     

    
      
        	
                Date
                  Amount

              	 	
                Percentage
                  of Principal 

              	 
	
                January
                  11, 2011

              	 	 	
                10

              	
                %

              
	
                July
                  11, 2011

              	 	 	
                10

              	
                %

              
	
                January
                  11, 2012

              	 	 	
                20

              	
                %

              
	
                July
                  11, 2012

              	 	 	
                20

              	
                %

              
	
                January
                  11, 2013

              	 	 	
                20

              	
                %

              
	
                July
                  11, 2013

              	 	 	
                10

              	
                %

              


      

    

     

    The
      entire remaining principal amount of the Notes shall become due and payable
      on
      January 10, 2014. Each required prepayment made pursuant to this paragraph
      5
      shall be made at the Dollar Equivalent of the required prepayment amount and
      without payment of any premium and allocated among all of the Notes in
      proportion, as nearly as practicable, to the respective unpaid principal amounts
      thereof. Upon any repurchase of the Notes pursuant to paragraph 6, the principal
      amount of each required prepayment of the Notes becoming due under this
      paragraph 5 on and after the date of such prepayment or purchase shall be
      reduced in the same proportion as the aggregate unpaid principal amount of
      the
      Notes is reduced as a result of such prepayment or purchase.

     

    In
      the
      case of each prepayment of Notes pursuant to this paragraph 5, the principal
      amount of each Note to be prepaid shall mature and become due and payable on
      the
      date fixed for such prepayment, together with interest on such principal amount
      accrued to such date. From and after such date, unless the Company shall fail
      to
      pay such principal amount when so due and payable, together with the interest
      as
      aforesaid, interest on such principal amount shall cease to accrue. Any Note
      paid or prepaid in full shall be surrendered to the Company and cancelled and
      shall not be reissued, and no Note shall be issued in lieu of any prepaid
      principal amount of any Note.

     

    6. Repurchase
      at Option of Holder.

     

    (a)
      Upon the
      occurrence of a Change of Control, each Holder shall have the right to require
      the Company to repurchase all or any part (equal to RMB1.0 million or an
      integral multiple of RMB1.0 million) of such Holder’s Notes (a “Change
      of Control Offer”)
      at a
      purchase price in cash equal to the Dollar Equivalent of 105% of the aggregate
      principal amount of the RMB Notional Amount repurchased, plus accrued and unpaid
      interest on the Notes repurchased to the purchase date (subject to the right
      of
      Holders of record on the relevant record date to receive interest to, but
      excluding, the Purchase Date).

     

    (b) If
      the
      Company or one of its Subsidiaries consummates any Asset Sales, they shall
      not
      be required to apply any Net Available Cash in accordance with the Indenture
      until the aggregate Net Available Cash from all Asset Sales following the date
      the Notes are first issued after application of Net Available Cash as provided
      in the second paragraph of Section 4.12 of the Indenture, exceeds $3.0 million,
      at which time the Company shall commence an offer for Notes pursuant to the
      Indenture by applying the Net Available Cash (an “Asset
      Sale Offer”)
      pursuant to Section 3.07 of the Indenture to purchase the maximum principal
      amount of Notes that may be purchased out of the Net Available Cash at an offer
      price in cash equal to the Dollar Equivalent of 100% of the principal amount,
      plus accrued and unpaid interest to the date fixed for the closing of such
      offer
      in accordance with the procedures set forth in the Indenture. To the extent
      that
      the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less
      than the Net Available Cash, the Company (or such Subsidiary) may use such
      deficiency first to repay certain credit facilities or any other Senior Debt
      of
      the Company or any Guarantor or Debt of any Subsidiary of the Company that
      is
      not a Guarantor (excluding, in any such case, any Debt owed to the Company
      or an
      Affiliate of the Company), and only thereafter, for any purpose not prohibited
      by the Indenture. If the aggregate principal amount of Notes surrendered by
      Holders thereof exceeds the amount of Net Available Cash, the Trustee shall
      select the Notes to be purchased on a pro
      rata
      basis.
      Holders of Notes that are the subject of an offer to purchase will receive
      an
      Asset Sale Offer from the Company prior to any related purchase date and may
      elect to have such Notes purchased by completing the form entitled “Option of
      Holder to Elect Purchase” on the reverse of the Notes.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (c)
      Upon the
      occurrence of a Delisting, each Holder shall have the right to require the
      Company to repurchase all or any part (equal to RMB1.0 million or an integral
      multiple of RMB1.0 million) of such Holder’s Notes (a “Delisting
      Offer”)
      at a
      purchase price in cash equal to the Dollar Equivalent of 105% of the aggregate
      principal amount of the RMB Notional Amount repurchased, plus accrued and unpaid
      interest on the Notes repurchased to the purchase date (subject to the right
      of
      Holders of record on the relevant record date to receive interest to, but
      excluding, the Purchase Date).

     

    8. Notice
      of Redemption.
      Notice
      of redemption shall be mailed at least 30 days but not more than 60 days before
      the redemption date to each Holder whose Notes are to be redeemed at its
      registered address. Notes in denominations larger than RMB1.0 million may be
      redeemed in part but only in whole multiples of RMB1.0 million, unless all
      of
      the Notes held by a Holder are to be redeemed. On and after the redemption
      date
      interest ceases to accrue on Notes or portions thereof called for
      redemption.

     

    9. Denominations,
      Transfer, Exchange.
      The
      Notes are in registered form without coupons in denominations of RMB1.0 million
      and integral multiples of RMB1.0 million. This Note shall represent the
      aggregate principal amount of outstanding Notes from time to time endorsed
      hereon and the aggregate principal amount of Notes represented hereby may from
      time to time be reduced or increased, as appropriate, to reflect exchanges
      and
      redemptions. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require a
      Holder, among other things, to furnish appropriate endorsements and transfer
      documents and the Company may require a Holder to pay any taxes and fees
      required by law or permitted by the Indenture. The Company need not exchange
      or
      register the transfer of any Note or portion of a Note selected for redemption,
      except for the unredeemed portion of any Note being redeemed in part. Also,
      the
      Company need not exchange or register the transfer of any Notes for a period
      of
      15 days before a selection of Notes to be redeemed or during the period between
      a record date and the corresponding Interest Payment Date.

     

    10. Persons
      Deemed Owners.
      The
      registered Holder of a Note may be treated as its owner for all
      purposes.

     

    11. Amendment,
      Supplement and Waiver.
      Subject
      to certain exceptions, the Company and the Trustee may amend or supplement
      the
      Indenture or the Notes with the consent of the Holders of a majority in
      principal amount of the then outstanding Notes voting as a single class
      (including consents obtained in connection with a purchase of or tender offer
      or
      exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 of the
      Indenture, any existing Default or Event of Default (except a continuing Default
      or Event of Default in the payment of principal, premium, if any, or interest
      on
      the Notes) or compliance with any provision of the Indenture or the Notes
      (except for certain covenants and provisions of the Indenture which cannot
      be
      amended without the consent of each Holder) may be waived with the consent
      of
      the Holders of a majority in principal amount of the then outstanding Notes
      voting as a single class (including consents obtained in connection with a
      purchase of or tender offer or exchange offer for the Notes). Without the
      consent of any Holder, the Company and the Trustee may amend or supplement
      the
      Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency,
      to provide for the assumption by a successor corporation, partnership or limited
      liability company of the obligations of the Company under the Indenture, to
      provide for uncertificated Notes in addition to or in place of certificated
      Notes, to add additional Guarantees or additional obligors with respect to
      the
      Notes, to secure the Notes, to add to the covenants of the Company for the
      benefit of the Holders of the Notes or to surrender any right or power conferred
      upon the Company, or to make any change that would provide any additional rights
      or benefits to the Holders of Notes or that does not adversely affect the legal
      rights under the Indenture of any such Holder.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    12.Defaults
      and Remedies.
      Each of
      the following is an Event of Default under the Indenture: (a) failure to make
      the payment of any interest on such Notes when the same becomes due and payable,
      and such failure continues for a period of 10 days; (b) failure to make the
      payment of any principal of, or premium, if any, on, any of such Notes when
      the
      same becomes due and payable at its Stated Maturity, upon acceleration,
      mandatory redemption, optional redemption, required repurchase or otherwise,
      including payment of Additional Amounts; (c) failure to comply with Section
      5.01
      of the Indenture; (d) failure to comply with any other covenant or agreement
      in
      such Notes or in this Indenture (other than a failure that is the subject of
      the
      foregoing clause (a), (b) or (c) and other than the failure to comply with
      Section 4.24 of the Indenture, for which payment of Additional Amounts is
      provided for under the Indenture and is governed by Section 4.01 thereof),
      and
      such failure continues for 30 days (45 days in the case of failure to comply
      with Section 4.26(b) of the Indenture) after written notice is given to the
      Company by the Trustee or the holders of not less than 25% in aggregate
      principal amount of such Notes then outstanding specifying the default,
      demanding that it be remedied and stating that such notice is a “Notice of
      Default;” (e) a default under any Debt by the Company or any Subsidiary that
      results in acceleration of the maturity of such Debt, or failure to pay any
      such
      Debt at maturity, in an aggregate amount greater than US$3.0 million or its
      foreign currency equivalent at the time; (f) any legal proceeding that shall
      have a good foundation in law and fact that would potentially result in the
      payment of money in an aggregate amount in excess of US$5.0 million (or its
      foreign currency equivalent at the time) shall be instituted against the Parent,
      the Company or any of its Subsidiaries, or judgment or judgments for, the
      payment of money in an aggregate amount in respect of US$1.0 million (or its
      foreign currency equivalent at the time) that shall be rendered against the
      Parent, the Company or any of its Subsidiaries; (g) any Guarantee ceases to
      be
      in full force and effect (other than in accordance with the terms of such
      Guarantee) or any Guarantor denies or disaffirms its obligations under its
      Guarantee; (h) certain events of bankruptcy, insolvency or reorganization
      affecting the Parent, the Company or any of its Significant Subsidiaries; (i)
      any default by the Parent, the Company or Future Guarantor Pledgor in any of
      its
      obligations under the Security Documents, which adversely affects the
      enforceability, validity, perfection or priority of the applicable Lien on
      the
      Collateral or which adversely affects the condition or value of the Collateral,
      taken as a whole, in any material respect; the security interest under the
      Security Documents shall, at any time, cease to be in full force and effect
      for
      any reason other than the satisfaction in full of all obligations under the
      Indenture and discharge of the Indenture or any security interest created
      thereunder shall be declared invalid or unenforceable or the Company or any
      Guarantor shall assert, in any pleading in any court of competent jurisdiction,
      that any such security interest is invalid or unenforceable; (j) the Parent,
      the
      Company or any Future Guarantor Pledgor denies or disaffirms its obligations
      under any Security Document or, other than in accordance with this Indenture
      and
      the Security Documents, any Security Document ceases to be or is not in full
      force and effect or the Trustee ceases to have a first priority interest in
      the
      Collateral; (k) the Company or its Subsidiaries amends or modifies their
      respective constitutive documents in such a manner that would have a Material
      Adverse Effect or engages any business other than a Related Business; (l) either
      the Indenture, the Notes, any loan made directly or indirectly from the Company
      to the WFOE, or any Security Document shall be (A) declared by any Governmental
      Authority to be illegal or unenforceable or (B) terminated prior to its
      scheduled termination date; (m)(i) the confiscation, expropriation or
      nationalization by any Governmental Authority of any Property of the Parent,
      the
      Company or any of its Subsidiaries; or (ii) if such revocation or repudiation
      could reasonably be expected to have a Material Adverse Effect, the revocation
      or repudiation by any Governmental Authority of any previously granted
      Governmental Approval to the WFOE that is material to the operation of the
      Related Business; or (iii) the imposition or introduction of material and
      discriminatory taxes, tariffs, royalties, customs or excise duties imposed
      on
      the WFOE, or the material and discriminatory withdrawal or suspension of
      material privileges or specifically granted material rights of a fiscal nature;
      (n) failure by the Parent, the Company or any Affiliate thereof (other than
      any
      Person who is an Affiliate solely because such Person is a holder of Notes
      or of
      the Parent’s warrants to purchase its common stock) to comply with any of the
      agreements in that certain Investor Rights Agreement dated the Issue Date by
      and
      among the Company, the Parent, certain Affiliates of the Company and the other
      Persons therein named if such failure continues for 30 days after written notice
      is given to the Company by the Trustee or the holders of not less than 25%
      in
      aggregate principal amount of the Notes then outstanding specifying the default,
      demanding that it be remedied and stating that such notice is a “Notice of
      Default;” (o) failure by the Parent, the Company or any Affiliate thereof (other
      than any Person who is an Affiliate solely because such Person is a holder
      of
      Notes or of the Parent’s warrants to purchase its common stock) to comply with
      any of the agreements in that certain Investor Rights Agreement dated the Issue
      Date by and among the Company, the Parent, certain Affiliates of the Company
      and
      the other Persons therein named if such failure continues for 30 days after
      written notice is given to the Company by the Trustee or the holders of not
      less
      than 25% in aggregate principal amount of the Notes then outstanding specifying
      the default, demanding that it be remedied and stating that such notice is
      a
“Notice of Default;” (p) failure by Beihai Hi-Tech Wealth Technology Development
      Co. Ltd. on or before the expiration of 30 days after the Issue Date to fully
      discharge, refinance (without change to the repayment term) or obtain in writing
      a continuing waiver for not less than one year regarding any Debt of such WFOE
      that as of the Issue Date is in default; (q) with respect to Beijing Hi-Tech
      Wealth Electronic Products Co. Ltd., a limited liability company organized
      in
      the PRC, (i) any sale, lease, license or other transfer or disposition (other
      than to the Parent or any of its Subsidiaries) of any of its rights in respect
      of patents, patent rights, licenses, inventions, copyrights, know-how (including
      any discoveries, concepts, ideas, research and development, know-how, formulas,
      inventions, compositions, manufacturing and production processes and techniques,
      technical data, procedures, designs, drawings, specifications, databases, and
      other proprietary or confidential information, trademarks, service marks and
      trade names in respect of mobile telephones, or (ii) expiration, termination
      or
      revocation of any of its licenses, permits, certificates, consents, orders,
      approvals and other authorizations from any Governmental Authority in respect
      of
      the manufacture, sale or distribution of mobile telephones in the PRC, or (iii)
      failure by such company to license or sub-license on an exclusive basis
      (including with prejudice to the rights of Beijing Hi-Tech Wealth Electronic
      Products Co. Ltd. itself) to the Parent or any of its Subsidiaries any of the
      intellectual property described in the foregoing clause (i) or the licenses,
      permits, certificates, consents, orders, approvals and other authorizations
      described in the foregoing clause (ii), in each case on terms and conditions
      that are substantially similar to and not materially more disadvantageous to
      the
      licensee than licenses by such licensor to such licensee in existence on the
      Issue Date; (r) the Company as of March 31, 2008 shall not have consummated
      the
      transactions contemplated by that certain Binding Term Sheet, dated February
      8,
      2007 (the “Binding
      Term Sheet”),
      by
      and between the Company and Beijing Hi-Tech Wealth Investment and Development
      Company Limited, including without, limitation, (i) performing, or causing
      one
      of its Subsidiaries to perform, the Company’s obligations thereunder or pursuant
      to the subsequent definitive agreement, if any, entered into by such parties
      with respect to the matters contemplated in the Binding Term Sheet (to the
      extent applicable, the “Binding
      IP Transfer Agreement”);
      (ii)
      paying, or causing one of its subsidiaries to pay, the requisite purchase price
      as set forth in the Binding Term Sheet or, to the extent applicable, the Binding
      IP Transfer Agreement; (iii) registering, or causing one of its Subsidiaries
      to
      register, the transfer of the applicable intellectual property rights purchased
      pursuant to the Binding Term Sheet, or to the extent applicable, the Binding
      IP
      Transfer Agreement, with the applicable Governmental Authorities, so as to
      ensure the proper ownership of such intellectual property rights by the Company
      or one of its Subsidiaries; or (s) failure by any Permitted Holder, the Parent
      or any of its Subsidiaries to fully comply, including without limitation, with
      any applicable foreign exchange registration, settlement or remittance
      requirement therein, with Circular 75 issued by the PRC State Administration
      of
      Foreign Exchange on October 21, 2005, including any amendment, implementing
      rules, or official interpretation thereof or any replacement, successor or
      alternative legislation having the same subject matter thereof. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    If
      any
      Event of Default occurs and is continuing, the Trustee or the Holders of at
      least 25% in principal amount of the then outstanding Notes may declare all
      the
      Notes to be due and payable. Notwithstanding the foregoing, in the case of
      an
      Event of Default arising from certain events of bankruptcy or insolvency
      described in the Indenture, all outstanding Notes shall become due and payable
      without further action or notice. Holders may not enforce the Indenture or
      the
      Notes except as provided in the Indenture. Subject to certain limitations,
      Holders of at least three-fourths in aggregate principal amount of the then
      outstanding Notes may direct the Trustee in its exercise of any trust or power.
      The Trustee may withhold from Holders notice of any continuing Default or Event
      of Default (except a Default or Event of Default relating to the payment of
      principal or interest) if it determines that withholding notice is in their
      interest. The Holders of at least three-fourths in aggregate principal amount
      of
      the Notes then outstanding by notice to the Trustee may on behalf of the Holders
      of all of the Notes waive any existing Default or Event of Default and its
      consequences under the Indenture except a continuing Default or Event of Default
      in the payment of interest, or the principal of, the Notes. The Parent is
      required to deliver to the Trustee annually a statement regarding compliance
      with the Indenture, and the Parent is required upon becoming aware of any
      Default or Event of Default, to deliver to the Trustee a statement specifying
      such Default or Event of Default.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    13. Trustee
      Dealings with the Parent and the Company.
      Subject
      to certain limitations, the Trustee in its individual or any other capacity
      may
      become the owner or pledgee of Notes and may otherwise deal with the Parent,
      the
      Company or any Affiliate of the Company with the same rights it would have
      if it
      were not Trustee.

     

    14. No
      Recourse Against Others.
      No
      past, present or future director, officer, employee, incorporator or stockholder
      of the Parent, the Company or of any Subsidiary Guarantor, as such, shall have
      any liability for any obligations of the Parent, the Company or any Subsidiary
      Guarantor under the Indenture, the Notes, the Guarantees or for any claim based
      on, in respect of, or by reason of, such obligations or their creation. Each
      Holder by accepting a Note waives and releases all such liability. 

     

    15. Authentication.
      This
      Note shall not be valid until authenticated by the manual signature of the
      Trustee or an authenticating agent.

     

    16. Abbreviations.
      Customary abbreviations may be used in the name of a Holder or an assignee,
      such
      as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
      TEN
      (= joint tenants with right of survivorship and not as tenants in common),
      CUST
      (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

     

    17. Governing
      Law.
      The
      Indenture, the Guarantee and this Note shall be governed by and construed in
      accordance with the law of the state of New York.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Option
      of
      Holder to Elect Purchase

     

    If
      you
      want to elect to have this Note purchased by the Company pursuant to Section
      3.06, 4.12 or 4.16 or 4.30 of the Indenture, check the box below:

     

    
      	o
              Section 3.06	 
	 	 
	o
              Section 4.12 	Purchase
              Date: _______________
	 	 
	o
              Section 4.16	 
	 	 
	o
              Section 4.30	 


    

      

    If
      you
      want to elect to have only part of the Note purchased by the Company pursuant
      to
      Section 3.11, 4.12 or 4.16 or 4.30 of the Indenture, state the amount you elect
      to have purchased: RMB_____________________

     

    Date:
      _______________________________ 

     

    Your
      Signature: ________________________________

     

    (Sign
      exactly as your name appears on the Note)

     

    SIGNATURE
      GUARANTEE:

     

    ________________________________________

     

    Signatures
      must be guaranteed by an “eligible guarantor institution” meeting the
      requirements of the Registrar, which requirements include membership or
      participation in the Security Transfer Agent Medallion Program (“STAMP”) or such
      other “signature guarantee program” as may be determined by the Registrar in
      addition to, or in substitution for, STAMP.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Assignment
      Form

     

    To
      assign
      this Note, fill in the form below: 

     

    (I)
      or
      (we) assign and transfer this Note to

     

    ______________________________________________________________________________________________________________________

    (Insert
      assignee’s social security or other tax I.D. no.)

    ______________________________________________________________________________________________________________________

    ______________________________________________________________________________________________________________________

    ______________________________________________________________________________________________________________________

    ______________________________________________________________________________________________________________________

    (Print
      or
      type assignee’s name, address and zip code) and
      irrevocably appoint ___________________________

    as
      agent
      to transfer this Note on the books of the Company. The agent may substitute
      another to act for him.

    ______________________________________________________________________________________________________________________

     

    
 

    Date:
      ______________

     

    Your
      Signature: ______________________________________

    (Sign
      exactly as your name appears on the face of this Note)

     

    Signature
      Guarantee: _____________________________________

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     

    The
      following exchanges of a part of this Global Note for an interest in another
      Global Note or for a Definitive Note, or exchanges of a part of another Global
      Note or Definitive Note for an interest in this Global Note, have been
      made:

     

    
      	
              Date
                of Exchange

            	 	
              Amount
                of

              decrease
                in

              Principal
                Amount

              of
                this Global Note

            	
               

            	
              Amount
                of increase

              in
                Principal Amount

              of
                this Global Note

            	
               

            	
              Principal
                Amount

              of
                this Global Note

              following
                such

              decrease
                (or

              increase)

            	
               

            	
              Signature
                of

              authorized
                signatory

              of
                Trustee or

              Note
                Custodian