Unassociated Document


    

      Execution
        Copy 

    

    


    SUBSCRIPTION
      AGREEMENT

    


    ASIA
      TIME CORPORATION

    


    US$8,000,000
      VARIABLE RATE CONVERTIBLE BONDS DUE 2012

    


    600,000
      WARRANTS EXPIRING 2010

    


    October
      31, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONTENTS

    


    
      	
              Clause

            	
               

            	
              Page

            
	 	 	 
	
              1.

            	
              INTERPRETATION

            	
              1

            
	
              2.

            	
              ISSUE
                OF THE BONDS AND WARRANTS

            	
              1

            
	
              3.

            	
              AGREEMENTS
                BY THE SUBSCRIBER AND THE ISSUER

            	
              2

            
	
              4.

            	
              REPRESENTATIONS
                AND WARRANTIES

            	
              2

            
	
              5.

            	
              UNDERTAKINGS
                BY THE ISSUER

            	
              14

            
	
              6.

            	
              CONDITIONS
                PRECEDENT

            	
              17

            
	
              7.

            	
              CLOSING

            	
              18

            
	
              8.

            	
              COMMISSION

            	
              19

            
	
              9.

            	
              FEES
                AND EXPENSES

            	
              19

            
	
              10.

            	
              INDEMNIFICATION

            	
              20

            
	
              11.

            	
              TERMINATION

            	
              21

            
	
              12.

            	
              SURVIVAL
                OF REPRESENTATIONS AND OBLIGATIONS

            	
              21

            
	
              13.

            	
              COMMUNICATIONS

            	
              21

            
	
              14.

            	
              GOVERNING
                LAW AND JURISDICTION

            	
              22

            
	
              15.

            	
              COUNTERPARTS

            	
              22

            
	
              16.

            	
              CONTRACTS
                (RIGHTS OF THIRD PARTIES) ACT 1999

            	
              23

            
	
              17.

            	
              INVALIDITY

            	
              23

            
	
              18.

            	
              ENTIRE
                AGREEMENT

            	
              23

            
	
              SCHEDULE
                1    TERMS
                AND CONDITIONS OF THE BONDS

            	
               

            
	
              SCHEDULE
                2    FORM
                OF WARRANT INSTRUMENT

            	
               

            
	
              SCHEDULE
                3    FORM
                OF CERTIFICATE OF NO MATERIAL ADVERSE CHANGE

            	
               

            


    


    Subscription
      Agreement


    
      
        
        

      

      
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    THIS
      SUBSCRIPTION AGREEMENT
      (this
“Agreement”)
      is
      made on October 31, 2007 

     

    BETWEEN:

     

    
      	(1)	
              ASIA
                TIME CORPORATION
                (the “Issuer”);
                and

            


    

     

    
      	(2)	
              ABN
                AMRO BANK N.V. (the
                “Subscriber”).

            


    

     

    The
      Issuer and the Subscriber wish to record the arrangements agreed among them
      in
      relation to an issue of (a) US$8,000,0000 Variable Rate Convertible Bonds due
      2012 of the Issuer (the “Bonds”,
      which
      expression where the context so admits shall include the global certificate
      (the
“Global
      Certificate”)
      to be
      delivered in respect of them) and (b) 600,000 warrants to purchase 600,000
      shares of common stock of the Issuer (the “Warrants”,
      which
      expression where the context so admits shall include the Warrant Instrument
      and
      certificate or certificates for the Warrants (the “Warrant
      Instrument”
and
      the
“Warrant
      Certificate(s)”)
      to be
      delivered in respect of them). The definitive Bonds, if required to be issued,
      will be in registered form in denominations of US$1,000 each. Each Bond will
      be
      convertible at the option of the holder thereof into fully paid shares of common
      stock of par value US$0.0001 per share (the “Shares”)
      of the
      Issuer at an initial conversion price equal to the IPO Price per share (as
      defined herein) in accordance with the Terms and Conditions of the Bonds (the
      “Terms
      and Conditions”).
      Each
      Warrant will be convertible at the option of the holder thereof into the Shares
      of the Issuer at an initial exercise price of US$0.0001 per Warrant in
      accordance with the terms of the Warrant Instrument.

     

    
      	
              1.

            	
              
                INTERPRETATION

              

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    Terms
      defined in the Terms and Conditions and the Warrant Instrument have, unless
      the
      context requires otherwise, the same meaning in this Agreement.

     

    
      	
              1.2

            	
              Headings

            


    

     

    The
      headings in this Agreement are inserted for convenience only and shall be
      ignored in construing this Agreement. Unless the context otherwise requires,
      words denoting the singular number only shall include the plural and vice versa.
      References to Clauses
      and
Schedules
      are to
      be construed as references to clauses of, and schedules to, this
      Agreement.

     

    
      	
              2.

            	
              
                ISSUE
                  OF THE BONDS AND
                  WARRANTS

              

            


    

     

    
      	
              2.1

            	
              Agreement
                to Issue

            


    

     

    The
      Issuer agrees to issue the Bonds on November 13, 2007, or such later date as
      the
      Issuer and the Subscriber may agree, (the “Closing
      Date”)
      to the
      Subscriber. The Bonds will be subscribed at a price equal to ninety-seven
      percent (97%) of their principal amount (the “Subscription
      Price”,
      being
      the issue price of one hundred percent (100%) less the commission referred
      to in
      Clause 8). The Warrants will be subscribed at US$0.0001 per Warrant (the
“Warrant
      Issue Price”).


    Subscription
      Agreement


    
      
        
        

      

      
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              2.2

            	
              The
                Bonds and the Warrants

            


    

     

    The
      Bonds
      will be issued in accordance with the terms of a trust deed expected to be
      dated
      the Closing Date (the “Trust
      Deed”),
      in a
      form to be agreed by the parties hereto, to be entered into between the Issuer
      and a trustee to be appointed as trustee (the “Trustee”)
      and
      will be issued subject to and with the benefit of a Paying and Conversion Agency
      Agreement expected to be dated the Closing Date (the “Agency
      Agreement”),
      in a
      form to be agreed by the parties hereto, to be entered into between the Issuer,
      the Trustee, a principal paying and conversion agent to be appointed (the
“Principal
      Paying and Conversion Agent”)
      and
      the other agents named therein. The Warrants will be issued in accordance with
      the terms of the Warrant Instrument and will be issued subject to and with
      the
      benefit of a Warrant Agency Agreement expected to be dated the Closing Date
      (the
“Warrant
      Agency Agreement”).
      The
      Issuer and the Subscriber shall enter into a Registration Rights Agreement
      on
      the Closing Date (the “Registration
      Rights Agreement”),
      in a
      form to be agreed by the parties hereto. This Agreement, the Trust Deed, the
      Agency Agreement, the Warrant Instrument, the Warrant Agency Agreement and
      the
      Registration Rights Agreement are together referred to herein as the
“Contracts”.

     

    
      	
              2.3

            	
              Terms
                and Conditions

            


    

     

    The
      Terms
      and Conditions shall be substantially in the form set out in Schedule 1 to
      this
      Agreement, with such
      changes as may be agreed in writing between the Issuer and the
      Subscriber.

     

    
      	
              2.4

            	
              Warrant
                Instrument

            


    

     

    The
      Warrant Instrument shall be substantially in the form set out in Schedule 2
      to
      this Agreement with such changes as may be agreed in writing between the Issuer
      and the Subscriber.

     

    
      	
              3.

            	
              
                AGREEMENTS
                  BY THE SUBSCRIBER AND THE
                  ISSUER

              

            


    

     

    
      	
              3.1

            	
              Subscription

            


    

     

    The
      Subscriber agrees to subscribe and pay for, or to procure subscriptions and
      payment for, (a) the Bonds in full, on the Closing Date at the Subscription
      Price and (b) the Warrants in full, on the Closing Date at the aggregate Warrant
      Issue Price and, in each case, on the terms of this Agreement.

     

    
      	
              3.2

            	
              Filings

            


    

     

    Notwithstanding
      any other provision of this Agreement, the Issuer shall timely make (i) all
      filings required by the securities laws and regulations of the United States
      of
      America, including all filings required for a company subject to the periodic
      reporting requirements of the Securities Exchange Act of 1934; and (ii) after
      the Shares are listed, all filings required by AMEX.

     

    
      	
              3.3

            	
              No
                Fiduciary or Agency
                Relationship

            


    

     

    Nothing
      in this Agreement or the nature of the services provided by the Subscriber
      shall
      be deemed to create a fiduciary or agency relationship between the Subscriber
      and the Issuer or any of their respective stockholders, creditors, employees
      or
      any other party.


    Subscription
      Agreement


    
      
        
        

      

      
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                4.

              	
                
                  REPRESENTATIONS
                    AND WARRANTIES

                

              


      

       

    

    
      	
              4.1

            	
              Warranties
                by the Issuer

            


    

     

    The
      Issuer represents and warrants to the Subscriber that as at the date of this
      Agreement and as at the Closing Date (and at any time from the date hereof
      up to
      and including the Closing Date):

     

    
      	 	
              (a)

            	
              Incorporation

            


    

     

    Each
      of
      the Issuer and its Subsidiaries is duly incorporated and validly existing under
      the laws of the State of Delaware (in the case of the Issuer) and the relevant
      jurisdiction (in the case of each Subsidiary) with full power and authority
      to
      conduct its business presently carried on by it and is lawfully qualified to
      do
      business, and has all permits, licences and other authorisations required,
      in
      each jurisdiction in which business is conducted by it (except
      where the failure to be so qualified or have obtained such permits licenses
      or
      authorizations would not have a material adverse effect) and
      has
      been operating its business pursuant to and in material compliance with the
      terms of all such permits, licences and other authorisations; the Issuer has
      full power and authority, and is able lawfully, to enter into and perform its
      obligations under the Bonds, the Warrants and the Contracts;

     

    
      	 	
              (b)

            	
              Receivership

            


    

     

    No
      encumbrancer has taken possession of, and no receiver has been appointed over,
      the whole or any substantial part of the assets or undertaking of the Issuer
      or
      any of its Subsidiaries;

     

    
      	 	
              (c)

            	
              Insolvency

            


    

     

    Each
      of
      the Issuer and its Subsidiaries is not (and is not, and could not be, deemed
      by
      law or a court to be) insolvent or bankrupt or unable to pay its debts, has
      not
      stopped, suspended or threatened (through an official action of its board of
      directors) to stop or suspend payment of all or a material part of (or of a
      particular type of) its debts, has not proposed or made any agreement for the
      deferral, rescheduling or other readjustment of all of (or all of a particular
      type of) its debts (or of any part which it will or might otherwise be unable
      to
      pay when due), has not proposed or made a general assignment or an arrangement
      or composition with or for the benefit of the relevant creditors in respect
      of
      any such debts and a moratorium has not been agreed or declared in respect
      of or
      affecting all or any part of (or of a particular type of) the debts of the
      Issuer or any of its Subsidiaries;

     

    
      	 	
              (d)

            	
              Winding-up

            


    

     

    No
      order
      has been made and no effective resolution has been passed for the winding-up
      or
      dissolution or administration or receivership of the Issuer or any of its
      Subsidiaries, and none of the Issuer or any of its Subsidiaries has threatened
      (through an official action of its board of directors) to cease to carry on
      all
      or a material part of its business or operations except to the extent that
      it
      has made disposals of assets or shares in the normal course of its business
      for
      fair value;

     

    
      	 	
              (e)

            	
              Validity
                of Contracts

            


    

     

    The
      Contracts have been duly authorised by the Issuer, this Agreement has been
      and
      the other Contracts will on the Closing Date have been duly executed and
      delivered by the Issuer and this Agreement constitutes and the other Contracts
      will on the Closing Date, constitute valid and legally binding obligations
      of
      the Issuer, enforceable in accordance with their respective terms subject to
      the
      laws of bankruptcy and other laws affecting the rights of creditors
      generally;


    Subscription
      Agreement


    
      
        
        

      

      
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              (f)

            	
              Validity
                of Bonds and Warrants

            


    

     

    The
      Bonds
      and the Warrants have been duly authorised by the Issuer and, when the Bonds
      have been duly executed, authenticated, issued and delivered in accordance
      with
      the Trust Deed and the Agency Agreement and the Warrants have been duly
      executed, authenticated, issued and delivered in accordance with the Warrant
      Instrument and the Warrant Agency Agreement, each will constitute valid and
      legally binding obligations of the Issuer enforceable in accordance with their
      respective terms subject to the laws of bankruptcy and other laws affecting
      the
      rights of creditors generally;

     

    
      	 	
              (g)

            	
              Status
                of the Bonds and the Warrants

            


    

     

    The
      Bonds
      and the Warrants will constitute direct, general, unsubordinated, unconditional
      and unsecured obligations of the Issuer which (i) rank pari
      passu
      and
      without preference among themselves and (ii) will at all times rank pari
      passu
      with all
      other present and future unsecured and unsubordinated obligations of the Issuer,
      save for such obligations as may be provided by mandatory provisions of
      applicable law;

     

    
      	 	
              (h)

            	
              Taxation
                

            


    

     

    With
      reference to the laws and regulations of the United States (and all applicable
      subdivisions thereof) subsisting on the date of this Agreement, all payments
      of
      principal, premium and interest in respect of the Bonds, and all payments by
      the
      Issuer under the Contracts, will be made free and clear of, and without
      withholding or making any deduction for or on account of, any taxes, duties,
      assessments or governmental charges of whatever nature imposed, levied,
      collected, withheld or assessed by or on behalf of the United States (and all
      applicable subdivisions thereof) or any political subdivision or authority
      thereof or therein having power to tax;

     

    
      	 	
              (i)

            	
              Stamp
                Duty

            


    

     

    No
      stamp
      or other duty is assessable or payable in, and no withholding or deduction
      for
      any taxes, duties, assessment or governmental charges of whatever nature is
      imposed or made for or on account of any income, registration, transfer or
      turnover taxes, customs or other duties or taxes of any kind, levied, collected,
      withheld or assessed by or within, the United States, the State of Delaware
      or
      any other relevant jurisdiction in connection with the creation, issue, offering
      or sale of the Bonds or the Warrants or the execution or delivery of the
      Contracts;

     

    
      	 	
              (j)

            	
              Consents

            


    

     

    No
      action
      or thing is required to be taken, fulfilled or done (including without
      limitation the obtaining of any consent or licence or the making of any filing
      or registration) in the United States, the State of Delaware or elsewhere for
      the issue of the Bonds, the Warrants and the Shares to be issued on conversion
      of the Bonds or exercise of the Warrants, the carrying out of the other
      transactions contemplated by the Contracts or the compliance by the Issuer
      with
      the terms of the Bonds, the Warrants and the Contracts, as the case may be,
      other than consents which have already been obtained and remain
      effective;


    Subscription
      Agreement


    
      
        
        

      

      
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              (k)

            	
              Compliance

            


    

     

    The
      execution and delivery of the Contracts, the issue of the Bonds, the Warrants
      and the Shares to be issued on conversion of the Bonds and exercise of the
      Warrants, the use of the proceeds from the issue of the Bonds and the Warrants
      as described in Clause 5.11, the carrying out of the other transactions
      contemplated by the Contracts and compliance with their terms do not and will
      not (a) conflict with or result in a breach of any of the terms or provisions
      of, or constitute a default under, the documents constituting the Issuer, or
      any
      indenture, trust deed, mortgage or other agreement or instrument to which the
      Issuer or any of its Subsidiaries or any of their respective affiliates is
      a
      party or by which either of them or any of their respective properties is bound,
      or (b) infringe any existing applicable law, rule, regulation, judgment, order
      or decree of any government, governmental body or court, domestic or foreign,
      having jurisdiction over the Issuer, any of its Subsidiaries or any of their
      respective affiliates or any of their respective properties or infringe the
      rules of any stock exchange on which securities of the Issuer are
      listed;

     

    
      	 	
              (l)

            	
              Financial
                Statements 

            


    

     

    (a)
      The
      audited consolidated financial statements of the Issuer and its consolidated
      subsidiaries taken as a whole (the “Consolidated
      Group”)
      in
      respect of the financial year ended 31 December, 2006 and the unaudited
      consolidated financial statements of the Consolidated Group in respect of the
      six month period ended 30 June, 2007 have been prepared in accordance with
      generally accepted accounting principles in the United States of America
      (“US
      GAAP”)
      consistently applied (other than, in the case of the unaudited financials,
      the
      absence of notes thereto) and give a true and fair view in all material respects
      of the financial position of the Issuer and of the Consolidated Group as at
      the
      dates, and the results of operations and changes in financial position of the
      Issuer and of the Consolidated Group for the periods, in respect of which they
      will have been prepared, and (b) since 31 December, 2006, being the date of
      the
      latest audited consolidated financial statements of the Consolidated Group,
      there has been no change (nor any development or event involving a prospective
      change of which the Issuer is, or might reasonably be expected to be, aware)
      which is materially adverse to the condition (financial or other), business,
      prospects, results of operations or general affairs of the Consolidated
      Group;

     

    
      	 	
              (m)

            	
              Contingent
                Liabilities

            


    

     

    There
      are
      no outstanding guarantees or contingent payment obligations of the Issuer in
      respect of indebtedness of third parties; 

     

    
      	 	
              (n)

            	
              Off-balance
                Sheet Arrangements

            


    

     

    Neither
      the Issuer nor any of its Subsidiaries are engaged in, party to, or have any
      material off-balance sheet transactions, arrangements, and obligations other
      than hedging transactions in the ordinary course of business; and neither the
      Issuer nor any of its Subsidiaries has any material relationships with
      unconsolidated entities that are contractually limited to narrow activities that
      facilitate the transfer of or access to assets by the Issuer or any of its
      Subsidiaries, such as structured finance entities and special purpose entities
      that are reasonably likely to have a material effect on the liquidity of the
      Issuer or any of its Subsidiaries or the availability thereof or the
      requirements of the Issuer or any of its Subsidiaries for capital
      resources;


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      Agreement


    
      
        
        

      

      
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              (o)

            	
              Internal
                Accounting Controls

            


    

     

    Each
      of
      the Issuer and its Subsidiaries maintains systems of internal accounting
      controls sufficient to provide reasonable assurance that (i) transactions are
      executed in accordance with management’s general or specific authorisations;
      (ii) transactions are recorded as necessary to permit preparation of financial
      statements in conformity with US GAAP and to maintain asset accountability;
      (iii) access to assets is permitted only in accordance with management’s general
      or specific authorisation; (iv) the recorded accountability for assets is
      compared with the existing assets at reasonable intervals and appropriate action
      is taken with respect to any differences; and (v) each of the Issuer and its
      Subsidiaries has made and kept books, records and accounts which, in reasonable
      detail, accurately and fairly reflect the transactions and dispositions of
      assets of such entity and provide a sufficient basis for the preparation of
      the
      Issuer’s consolidated financial statements in accordance with US GAAP; and the
      Issuer’s current management information and accounting control system has been
      in operation for at least twelve (12) months during which neither the Issuer
      nor
      any Subsidiary has experienced any material difficulties with regard to (i)
      through (v) above;

     

    
      	 	
              (p)

            	
              Auditors

            


    

     

    The
      auditors who certified the audited financial statements of the Consolidated
      Group and the notes for the financial year of the Consolidated Group ended
      31
      December 2006 are independent public accountants with respect to the
      Consolidated Group, as required by the American Institute of Certified Public
      Accountants and the applicable rules and regulations thereof;

     

    
      	 	
              (q)

            	
              Title

            


    

     

    (i)
      Each
      of the Issuer and its Subsidiaries has good and valid title to all real property
      and personal property material for the operation of its business and other
      assets owned by it and any rights or interests thereto and the Issuer or the
      relevant Subsidiary, as the case may be, has received all necessary approvals
      in
      order to have good and valid title to the foregoing property and assets,
      including without limitation, approvals relating to the evaluation, acquisition
      and perfection of title, (ii) there are no adverse rights that will interfere
      with use made or to be made by the Issuer or any of its Subsidiaries of all
      properties currently owned or occupied by them, the existence of which would
      have a material adverse effect, and (iii) where any such property and assets
      are
      held under lease by the Issuer or any of its Subsidiaries, each such lease
      is a
      legal, valid and binding lease enforceable in accordance with its terms subject
      to the laws of bankruptcy and other laws affecting the rights of creditors
      generally;

     

    
      	 	
              (r)

            	
              Insurance

            


    

     

    Each
      of
      the Issuer and its Subsidiaries has adequate insurance cover over all assets
      which are material to it and the Issuer and its Subsidiaries taken as a whole
      in
      an amount and against all risks and losses of the businesses carried on by
      it,
      which are prudent and customary for companies carrying on similar business;
      nothing has been done or has been omitted to be done whereby any of the said
      policies has or may become void or voidable and no notice of cancellation or
      termination has been received with respect to any such policies and the Issuer
      or the relevant Subsidiary, as the case may be, is entitled to the full benefits
      of such insurance;


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      Agreement


    
      
        
        

      

      
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              (s)

            	
              Litigation

            


    

     

    There
      are
      no pending actions, suits or proceedings against or affecting the Issuer or
      any
      of its Subsidiaries or any of its properties which, if determined adversely
      to
      the Issuer or any such Subsidiary or property, would individually or in the
      aggregate have a material adverse effect on the condition (financial or other),
      business, prospects, property, shareholders’ equity, results of operations or
      general affairs of the Issuer or the Consolidated Group taken as a whole, or
      on
      the ability of the Issuer to perform its obligations under the Contracts, the
      Bonds or the Warrants, or which are otherwise material in the context of the
      issue of the Bonds and the Warrants and, to the Issuer’s knowledge, no such
      actions, suits or proceedings are threatened or contemplated;

     

    
      	 	
              (t)

            	
              Labour
                Disputes

            


    

     

    No
      labour
      dispute with the employees of the Issuer or any of its Subsidiaries exists
      or,
      to the Issuer’s knowledge, is imminent that might have a material adverse effect
      on the Issuer and its Subsidiaries taken as a whole;

     

    
      	 	
              (u)

            	
              Intellectual
                Property Rights

            


    

     

    
      	 	
              (i)

            	
              All
                Intellectual Property Rights are:

            


    

     

    
      	 	
              (A)

            	
              legally
                and beneficially owned by, and validly granted to the Issuer or any
                of its
                Subsidiaries alone and free from all material encumbrances, restrictions
                on use or obligations of disclosure, or licensed to, or used under
                the
                authority of the owner by, the Issuer or any of its
                Subsidiaries;

            


    

     

    
      	 	
              (B)

            	
              valid
                and enforceable and nothing has been done or omitted to be done by
                the
                Issuer or any of its Subsidiaries by which they may cease to be valid
                and
                enforceable; and

            


    

     

    
      	 	
              (C)

            	
              not,
                to the Issuer’s knowledge, the subject of a claim from any person as to
                title, validity, enforceability, entitlement or
                otherwise;

            


    

     

    
      	 	
              (ii)

            	
              To
                the Issuer’s knowledge, there is, and has been, no infringement of any of
                the Intellectual Property Rights;

            


    

     

    
      	 	
              (iii)

            	
              Neither
                the Issuer nor any of its Subsidiaries has received any communications
                alleging, nor has there been threatened any allegation, that any
                of the
                Intellectual Property Rights and/or the use thereof by the Issuer
                or any
                of its Subsidiaries has violated or infringed the intellectual property
                right, proprietary or other rights of any third party;
                and

            


    

     

    
      	 	
              (iv)

            	
              In
                respect of the Intellectual Property Rights, the activities, processes,
                methods, products or services now or at any time used or supplied
                by the
                Issuer or any of its Subsidiaries:

            


    

     

    
      	 	
              (A)

            	
              are
                not now nor were they at the time used or supplied, subject to the
                license, consent or permission of, or payment to, any third party;
                and

            


    


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              (B)

            	
              do
                not now nor did they at the time used or supplied, infringe any
                intellectual property rights or any other rights of any third party.
                

            


    

     

    “Intellectual
      Property”
means
      (i) copyright, patents, know-how, confidential information, database rights,
      rights in domain names and rights in trade marks and designs (whether registered
      or unregistered), (ii) applications for registration, and the right to apply
      for
      registration, for any of the same and (iii) all other intellectual property
      rights and equivalent or similar forms of protection existing anywhere in the
      world, owned by the Issuer or any of its Subsidiaries.

     

    
      	 	
              (v)

            	
              Information
                Technology

            


    

     

    For
      the
      purposes of this sub-clause, “Information
      Technology”
means
      all computer systems, communications systems, software and hardware owned,
      used
      or licensed by or to the Issuer or any of its Subsidiaries:

     

    
      	 	
              (i)

            	
              there
                are no bugs or viruses, logic bombs or other contaminants (including
                without limitation, “worms” or “trojan horses”) in or failures or
                breakdowns of any computer hardware or software or any other Information
                Technology equipment used in connection with the business of the
                Issuer or
                any of its Subsidiaries which (a) have caused any substantial disruption
                or interruption in or to the operations of the Issuer or any of its
                Subsidiaries or (b) have had a material adverse impact on the business
                of
                the Issuer and its Subsidiaries taken as a
                whole;

            


    

     

    
      	 	
              (ii)

            	
              in
                the event that the persons providing maintenance or support services
                for
                the Information Technology cease or are unable to do so, the Issuer
                and
                its Subsidiaries have all the necessary rights and information to
                continue
                to maintain and support or have a third party maintain or support
                the
                Information Technology; and

            


    

     

    
      	 	
              (iii)

            	
              each
                of the Issuer and its Subsidiaries has in place procedures to prevent
                unauthorised access and the introduction of viruses and to enable
                the
                taking and storing on-site and off-site of back-up copies of the
                software
                and data;

            


    

     

    
      	 	
              (w)

            	
              Environmental
                Compliance

            


    

     

    Neither
      the Issuer nor any of its Subsidiaries is in violation of any statute, any
      rule,
      regulation, decision or order of any governmental agency or body or any court,
      domestic or foreign, relating to the use, disposal or release of hazardous
      or
      toxic substances or relating to the protection or restoration of the environment
      or human exposure to hazardous or toxic substances (collectively, “environmental
      laws”),
      owns
      or operates any real property contaminated with any substance that is subject
      to
      any environmental laws, is liable for any off-site disposal or contamination
      pursuant to any environmental laws, or is subject to any claim relating to
      any
      environmental laws, which violation, contamination, liability or claim would
      individually or in the aggregate have a material adverse effect on the Issuer
      and its Subsidiaries taken as a whole;


    Subscription
      Agreement


    
      
        
        

      

      
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          8 -

        
          

        

      

      
        
        

      

    


    
      	 	
              (x)

            	
              Business
                Contracts

            


    

     

    All
      contracts, agreements, leases and instruments (the “Business
      Contracts”)
      to
      which the Issuer or any of its Subsidiaries is a party to or otherwise bound
      and
      which are material to the assets, liabilities, condition (financial or other),
      business, prospects, properties, shareholders’ equity, results of operations or
      general affairs of the Issuer and its Subsidiaries are valid and are in full
      force and effect and constitute legal, valid and binding obligations of the
      Issuer and its Subsidiaries and are enforceable in accordance with their
      respective terms. The Issuer has no knowledge of any notice or threat to
      terminate any such Business Contracts which are material to the Issuer and
      its
      Subsidiaries. Neither the Issuer nor any other party is in material default
      in
      complying with any provisions of any such Business Contract, and no condition
      or
      event or fact exists which, with notice, lapse of time or both, could constitute
      a material default thereunder on the part of the Issuer or any of its
      Subsidiaries;

     

    
      	 	
              (y)

            	
              Due
                Diligence

            


    

     

    The
      information, answers and documents supplied or disclosed in response to the
      Subscriber’s due diligence questionnaire to be delivered to the Issuer and
      during the due diligence telephone call with the Subscriber to take place before
      the Closing Date (and any new or additional information serving to update or
      amend such information supplied or disclosed by the Issuer to the Subscriber
      or
      the legal and other professional advisers to the Subscriber prior to the Closing
      Date) and the information in the Periodic Reports of the Issuer do not contain
      any untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      the light of the circumstances under which they were made, not misleading.
      All
      forecasts and estimates relating to the Issuer and its Subsidiaries so supplied
      or disclosed have been made after due, careful and proper consideration, are
      based on reasonable assumptions and represent reasonable and fair expectations
      honestly held based on facts known to such persons (or any of
      them);

     

    
      	 	
              (z)

            	
              Events
                of Default

            


    

     

    No
      event
      has occurred or circumstance arisen which, had the Bonds and the Warrants
      already been issued, might (whether or not with the giving of notice and/or
      the
      passage of time and/or the fulfilment of any other requirement) constitute
      an
      event described under “Events of Default” in the Terms and Conditions or a
      Relevant Event (as defined in the Terms and Conditions) resulting in the
      entitlement of the Bondholders to exercise the put option under Condition 9(D)
      of the Terms and Conditions, or require an adjustment of the initial Conversion
      Price of the Bonds, or require an adjustment to the number of Warrant Shares
      issuable upon exercise of a Warrant;

     

    
      	 	
              (aa)

            	
              Directed
                Selling Efforts

            


    

     

    Neither
      the Issuer nor its affiliates (as defined in Rule 405 under the United States
      Securities Act of 1933, as amended (the “Securities
      Act”)),
      nor
      any persons acting on its or their behalf have engaged or will engage in any
      directed selling efforts (as defined in Regulation S of the Securities Act)
      with
      respect to the Bonds and the Warrants and it and they have complied and will
      comply with the offering restrictions of such Regulation;

     

    
      	 	
              (bb)

            	
              Investment
                Company

            


    

     

    The
      Issuer is not, and as a result of the offer and sale of the Bonds and the
      Warrants contemplated herein will not be, required to register as an “investment
      company” under, and as such term is defined in, the United States Investment
      Company Act of 1940, as amended (the “Investment
      Company Act”)
      in
      connection with or as a result of the offer and sale of the Bonds and the
      Warrants; 


    Subscription
      Agreement


    
      
        
        

      

      
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          9 -

        
          

        

      

      
        
        

      

    


    
      	 	
              (cc)

            	
              Regulation
                D

            


    

     

    Neither
      the Issuer nor any of its affiliates (as defined in Rule 501(b) of Regulation
      D
      under the Securities Act), nor any person acting on behalf of any of them has
      taken or will take any action that would require the registration of the Bonds
      or the Shares under the Securities Act.

     

    
      	 	
              (dd)

            	
              Regulation
                S

            


    

     

    The
      Issuer reasonably believes that there is no substantial U.S. market interest
      (as
      defined in Regulation S under the Securities Act) in the debt securities of
      the
      Issuer, and that the Issuer and its affiliates and any person acting on its
      or
      their behalf have complied with and will comply with the offering restrictions
      requirement of Regulation S under the Securities Act; 

     

    
      	 	
              (ee)

            	
              OFAC

            


    

     

    Neither
      the Issuer nor any of its Subsidiaries nor any director, officer, agent,
      employee or affiliate of the Issuer or any of its Subsidiaries are currently
      subject to any U.S. sanctions administered by the Office of Foreign Assets
      Control of the U.S. Department of the Treasury (“OFAC”).
      No
      part of the proceeds of the sale of the Bonds or the Warrants will be used,
      directly or indirectly, for any payments to: (i) any individual or entity listed
      on the Specially Designated Nationals and Blocked Persons List administered
      by
      the OFAC and/or any other similar lists administered by OFAC pursuant to any
      authorising statute, executive order or regulation; (ii) the government of
      any
      country subject to an OFAC Sanctions Program; (iii) any individual or entity
      included on any list of terrorists or terrorist organizations maintained by
      the
      United Nations, the European Union and or the countries in which the Issuer
      and
      its affiliates operate; or (iv) any governmental official or employee, political
      party, official of a political party, candidate for political office, anyone
      else acting in an official capacity, or any agent of any such individual or
      entity, in order to obtain, retain or direct business or obtain any improper
      advantage, in violation of the United States Foreign Corrupt Practices Act
      of
      1977, as amended (the “FCPA”);

     

    
      	 	
              (ff)

            	
              FCPA

            


    

     

    Neither
      the Issuer nor any of its Subsidiaries nor any director, officer, agent,
      employee or other person associated with or acting on behalf of the Issuer
      or
      any of its Subsidiaries, has used any corporate funds for any unlawful
      contribution, gift, entertainment or other unlawful expense relating to
      political activity; made any direct or indirect unlawful payment to any foreign
      or domestic government official or employee from corporate funds; violated
      or is
      in violation of any provision of the FCPA, as amended; or made any bribe,
      rebate, payoff, influence payment, kickback or other unlawful payment prohibited
      under any applicable law or regulation equivalent to the FCPA. No part of the
      proceeds from the sale of the Bonds or the Warrants hereunder shall be used,
      directly or indirectly, for any payment to any governmental official or
      employee, political party, official of a political part, candidate for political
      office, or anyone else acting in an official capacity, in order to obtain,
      retain or direct business or obtain any improper advantage, in violation of
      the
      FCPA;


    Subscription
      Agreement


    
      
        
        

      

      
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          10 -

        
          

        

      

      
        
        

      

    


    
      	 	
              (gg)

            	
              Anti-Money
                Laundering

            


    

     

    The
      operations of the Issuer and its Subsidiaries are and have been conducted at
      all
      times in compliance with applicable financial record keeping and reporting
      requirements and money laundering statutes in the United States (and all
      applicable subdivisions thereof), in the case of the Issuer, and the
      jurisdiction of its incorporation, in the case of each of the Issuer’s
      Subsidiaries, and of all jurisdictions in which the Issuer and its Subsidiaries
      conduct business, the rules and regulations thereunder and any related or
      similar rules, regulations or guidelines, issued, administered or enforced
      by
      any governmental agency (collectively, “Money
      Laundering Laws”)
      and no
      action, suit or proceeding by or before any court or governmental agency,
      authority or body or any arbitrator involving the Issuer or any of its
      Subsidiaries with respect to Money Laundering Laws is pending and no such
      actions, suits or proceedings are threatened or contemplated;

     

    
      	 	
              (hh)

            	
              Pre-emptive
                or Other Third Party Rights

            


    

     

    The
      Issuer has available free from pre-emptive or other third party rights out
      of
      its authorised but unissued share capital such number of Shares as would or
      may
      be required to be issued upon conversion at the initial Conversion Price of
      all
      of the Bonds and exercise of the Warrants now being issued, and the Shares
      when
      issued and delivered in accordance with the Trust Deed and the Bonds or the
      Warrants, as the case may be, will be freely transferable (subject to compliance
      with applicable securities laws), duly and validly issued, fully paid and
      non-assessable and free and clear from all liens, charges, encumbrances,
      security interests and other third party rights, other than any created by
      the
      Bondholder or the Warrantholder, as the case may be;

     

    
      	 	
              (ii)

            	
              Ranking
                of the Shares

            


    

     

    The
      Shares to be issued upon conversion of the Bonds or exercise of the Warrants
      will rank pari
      passu in
      all
      respects with all other common shares in issue of the Issuer and be entitled
      when issued to all dividends and other distributions declared, paid or made
      by
      the Issuer; 

     

    
      	 	
              (jj)

            	
              No
                Restrictions applicable to the
                Shares

            


    

     

    There
      are
      no restrictions which will be applicable to the Shares generally upon the voting
      or transfer of any Share pursuant to the Issuer’s constitutional documents or
      pursuant to any agreement or other instrument to which the Issuer is a party
      or
      by which the Issuer may be bound;

     

    
      	 	
              (kk)

            	
              Authorised
                Share Capital

            


    

     

    The
      Issuer has an authorised share capital as disclosed to the Subscriber and all
      of
      the issued shares (or shares committed under any option or other rights) of
      the
      Issuer have been duly and validly authorised and issued and are fully paid
      and
      non-assessable;


    Subscription
      Agreement


    
      
        
        

      

      
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          11 -

        
          

        

      

      
        
        

      

    


    
      	 	
              (ll)

            	
              No
                Outstanding Securities 

            


    

     

    Except
      as
      disclosed in the most recent annual report on Form 10-K (the “Annual
      Report”)
      filed
      by the Issuer with the United States Securities and Exchange Commission (the
      “Commission”)
      prior
      to the date of this Agreement and the quarterly report on Form 10-Q filed by
      the
      Issuer with the Commission subsequent to the filing of the Annual Report and
      prior to the date hereof (the “Quarterly
      Report”,
      and
      together with the Annual Report, the “Periodic
      Reports”),
      there
      are no outstanding securities issued by the Issuer or its Subsidiaries
      convertible into or exchangeable for Shares, or warrants, rights or options
      to
      purchase Shares from the Issuer, nor are there other or similar arrangements
      approved by the board of directors of the Issuer or the general meeting of
      shareholders of the Issuer providing for the issue or purchase of Shares or
      the
      subscription for the Shares and no unissued share capital of the Issuer is
      under
      option or agreed conditionally or unconditionally to be put under
      option;

     

    
      	 	
              (mm)

            	
              Conduct
                of Business 

            


    

     

    Each
      of
      the Issuer and its Subsidiaries (i) possesses or has obtained all material
      licences, permits, concessions, certificates, consents, orders, approvals and
      other authorisations from, and has made all declarations and filings with,
      all
      national, state, local and other governmental authorities (including foreign
      regulatory agencies), all self-regulatory organisations and all courts and
      other
      tribunals, domestic or foreign, necessary to own or lease, as the case may
      be,
      and to operate its properties and to carry on its business as conducted as
      at
      the date hereof and (ii) has not received and does not expect to receive any
      notice of proceedings relating to the revocation or modification of any such
      license, permit, certificate, consent, order, approval or other authorisation;
      and (iii) is in compliance in all material respects with all laws and
      regulations relating to the conduct of its business as conducted as at the
      date
      hereof;

     

    
      	 	
              (nn)

            	
              Tax
                Returns

            


    

     

    Each
      of
      the Issuer and its Subsidiaries has duly and timely filed all tax returns that
      are required to be filed in all relevant jurisdictions or has duly requested
      extensions thereof and has paid all taxes required to be paid by any of them
      in
      all relevant jurisdictions and any related assessments, fines or penalties,
      except for any such tax, assessment, fine or penalty that is being contested
      in
      good faith and by appropriate proceedings or where the failure to file or make
      payment would not, singly or in the aggregate, have a material adverse effect.
      There is no dispute or disagreement outstanding nor is any dispute or
      disagreement contemplated with any revenue authority in any jurisdiction
      regarding liability to any tax or duty (including in each case, penalties or
      interest) recoverable from the Issuer or any of its Subsidiaries or regarding
      the availability of any relief from tax or duty to the Issuer or any of its
      Subsidiaries and there are no circumstances which make it likely that any such
      dispute or disagreement will commence or that any claims are being or likely
      to
      be asserted against the Issuer or any of its Subsidiaries that would
      individually or in the aggregate have a material adverse effect;

     

    
      	 	
              (oo)

            	
              Related
                Party 

            


    

     

    No
      material relationship, direct or indirect, exists between or among any of the
      Issuer or its Subsidiaries or any affiliate of the Issuer or its subsidiaries,
      on the one hand, and any current director, officer, stockholder, customer or
      supplier of any of them (including any member of their immediate family), on
      the
      other hand, which has not been disclosed in the Periodic Reports of the
      Issuer;

     

    
      	 	
              (pp)

            	
              No
                Distribution of Other Offering
                Material

            


    

     

    Neither
      the Issuer nor any of its Subsidiaries or affiliates has distributed, nor will
      it distribute, any offering material in connection with the offer and sale
      of
      the Bonds, the Warrants and the Shares upon the conversion of the Bonds and
      the
      Warrants; and


    Subscription
      Agreement


    
      
        
        

      

      
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          12 -

        
          

        

      

      
        
        

      

    


    
      	 	
              (qq)

            	
              Registration
                Statement Conformity to Requirements of the Act; No Untrue Statements
                or
                Omissions

            


    

     

    The
      Issuer meets the requirements for use of Form S-1 under the Securities Act
      and
      has prepared and filed a registration statement on Form S-1 (No. 333-140692)
      (as
      amended from time to time, the “Registration
      Statement”)
      with
      the Commission, in the form heretofore delivered to the Subscriber. Each
      prospectus contained in the Registration Statement,
      at the
      time of filing thereof, conformed in all material respects to the requirements
      of the Securities Act and the rules and regulations of the Commission
      thereunder, and each such prospectus did not contain an untrue statement of
      a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading.

     

    
      	
              4.2

            	
              Warranties
                by the Subscriber

            


    

     

    
      	 	
              (a)

            	
              The
                Subscriber acknowledges that none of the Bonds, the Shares or the
                Warrants
                have been registered under the Securities Act and that the Bonds
                and the
                Warrants are being sold to the Subscriber in a non-public
                offering;

            


    

     

    
      	 	
              (b)

            	
              The
                Subscriber has such knowledge and experience in financial, business
                and
                international investment matters that it is capable of evaluating
                the
                merits and risks of purchasing the Bonds and the Warrants, has had
                the
                opportunity to ask questions of, and receive answers and request
                information from the Issuer;

            


    

     

    
      	 	
              (c)

            	
              The
                Subscriber represents that it is an “accredited investor” as defined in
                Rule 501 of Regulation D of the Securities
                Act;

            


    

     

    
      	 	
              (d)

            	
              The
                Subscriber is purchasing the Bonds and the Warrants for its own account
                and not with a view to any distribution thereof;
                and

            


    

     

    
      	 	
              (e)

            	
              The
                Subscriber acknowledges, represents and agrees
                that:

            


    

     

    
      	 	
              (i)

            	
              the
                Bonds and the Warrants offered outside the United States in reliance
                on
                Regulation S (“Regulation
                S”)
                of the Securities Act will be represented by Global
                Certificates;

            


    

     

    
      	 	
              (ii)

            	
              it
                is, or at the time the Bonds and the Warrants are purchased will
                be, the
                beneficial owner of the Bonds and the Warrants and (a) it is outside
                the
                United States and is not a U.S. person (as defined in Regulation
                S); and
                (b) it is not an affiliate of the Issuer or a person acting on behalf
                of
                such an affiliate; and

            


    

     

    
      	 	
              (iii)

            	
              it
                understands that neither of the Bonds nor the Shares of the Issuer
                issuable upon conversion of the Bonds nor the Warrants have yet been
                registered under the Securities Act or any applicable U.S. state
                securities laws and, until 40 days after the settlement date of the
                sale
                of the Bonds, it agrees not to offer, sell, pledge or otherwise transfer
                the Bonds or the Shares or the Warrants except (a) inside the United
                States to a person whom the Subscriber reasonably believes is a qualified
                institutional buyer (a “QIB”)
                (as defined in Rule 144A of the Securities Act) pursuant to an exemption
                from registration under the Securities Act; (b) outside the United
                States
                to a non-U.S. person in compliance with Regulation S; (c) pursuant
                to
                another exemption from registration under the Securities Act (if
                available); or (d) pursuant to an effective registration statement
                under
                the Securities Act. 

            


    


    Subscription
      Agreement


    
      
        
        

      

      
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              4.3

            	
              Interpretation

            


    

     

    For
      the
      purpose of this Clause 4:

     

    “Person”
      includes any individual, company, corporation, firm, partnership, joint venture,
      undertaking, association, organisation, trust, state or agency of a state (in
      each case, whether or not having separate legal personality); and

     

    “Subsidiary”
means
      in relation to any Person and at any particular time, any entity of which more
      than fifty percent (50%) of the issued share capital having ordinary voting
      power to elect a majority of the board of directors or other persons performing
      similar functions is then beneficially owned by such Person and/or one (1)
      or
      more of its Subsidiaries and “Subsidiaries”
means
      two (2) or more of such companies.

     

    
      	
              5.

            	
              
                UNDERTAKINGS
                  BY THE ISSUER 

              

            


    

     

    The
      Issuer undertakes with the Subscriber as follows:

     

    
      	
              5.1

            	
              Taxes

            


    

     

    The
      Issuer will pay (a) any stamp, issue, registration, documentary or other taxes
      and duties, including interest and penalties, payable in the United States
      on or
      in connection with the creation, issue and offering of the Bonds or the Warrants
      or the execution or delivery of the Contracts; and (b) in addition to any amount
      payable by it under this Agreement, any value added, turnover or similar tax
      (other than a tax levied on the overall tax income of the Subscriber) payable
      in
      respect of that amount. The Issuer shall indemnify the Subscriber against any
      claim, demand, action, liability, damages, cost, loss or expense (including,
      without limitation, reasonable legal fees) which it may incur as a result or
      arising out of or in relation to any failure to pay or delay in paying any
      of
      the same.

     

    
      	
              5.2

            	
              Financial
                and Business Condition

            


    

     

    The
      Issuer will forthwith notify the Subscriber promptly of any material development
      in the financial or business condition, or in the earnings, business affairs
      or
      business prospects of the Issuer or the Consolidated Group, whether or not
      arising in the ordinary course of business at any time prior to payment being
      made to the Issuer on the Closing Date.

     

    
      	
              5.3

            	
              Delivery
                of Bonds and Warrants

            


    

     

    The
      Issuer will make such reasonable arrangements satisfactory to the Subscriber
      as
      it can to ensure that the Global Certificate for the Bonds and the Global
      Certificate for the Warrants and any definitive Bonds and Warrants are delivered
      to, in the case of the Bonds, the Principal Paying and Conversion Agent for
      authentication in the form required by, and otherwise in accordance with, the
      Trust Deed and the Agency Agreement and, in the case of the Warrants, the
      Warrant Agent for authentication in the form required by the Warrant Instrument
      and the Warrant Agency Agreement.


    Subscription
      Agreement


    
      
        
        

      

      
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              5.4

            	
              Due
                Diligence

            


    

     

    The
      Issuer will co-operate with the Subscriber in respect of, and participate in,
      the due-diligence procedures required by the Subscriber in connection with
      the
      issue of the Bonds and the Warrants.

     

    
      	
              5.5

            	
              Registration

            


    

     

    
      	 	
              Within
                30 days after the date the Issuer’s Shares commence trading on the AMEX
                (the “Listing Date”), the Issuer will file with the Commission a
                registration statement on Form S-1 to register the sale of 1,999,192
                Shares of the Issuer held by Rick Rappaport (holding 1,332,795 Shares),
                Tony Pintsopoulos (holding 555,331 Shares), Kevin DePrimio (holding
                74,044
                Shares) and Jay Stern (holding 37,022 Shares) (the “WestPark
                Registration Statement”).
                The Issuer shall use its best endeavours to cause the WestPark
                Registration Statement to become effective as promptly as possible
                after
                filing. Promptly after the effectiveness of the WestPark Registration
                Statement and in any event no later than 90 days after the Listing
                Date,
                the Issuer will file with the Commission a registration statement
                on Form
                S-1 to register the Bonds, the Warrants and the Shares issuable upon
                conversion of the Bonds and exercise of the Warrants (the “ABN
                Registration Statement”).
                The ABN Registration Statement shall include a plan of distribution
                with
                respect to the Bonds, the Warrants and the Shares issuable upon conversion
                of the Bonds and exercise of the Warrants in a form approved by the
                Subscriber. The ABN Registration Statement also shall cover, to the
                extent
                allowable under the Securities Act and the rules promulgated thereunder
                (including Rule 416), such indeterminate number of additional Shares
                resulting from stock splits, stock dividends or similar transactions
                with
                respect to the Bonds, the Warrants and the Shares issuable upon conversion
                of the Bonds and exercise of the Warrants. The
                Issuer shall use its best endeavours to cause the ABN Registration
                Statement to become effective as promptly as possible and in any
                event no
                later than 365 days after the Listing Date. Each prospectus contained
                in
                each of the WestPark Registration Statement and the ABN Registration
                Statement will conform in all material respects to the requirements
                of the
                Securities Act and the rules and regulations of the Commission thereunder,
                and each such prospectus will not contain an untrue statement of
                a
                material fact or omit to state a material fact required to be stated
                therein or necessary to make the statements therein, in the light
                of the
                circumstances under which they were made, not misleading.
                

            


    

     

    
      	
              5.6

            	
              Restrictions
                on Other Issues

            


    

     

    The
      Issuer will not, for a period of ninety (90) days after the Closing Date, other
      than as contemplated by the form of the prospectuses included in the
      Registration Statement on the date hereof, without the prior written consent
      of
      the Subscriber, issue, offer, lend, sell, contract to sell, pledge, grant or
      otherwise dispose of or encumber (or publicly announce any (or any intention
      to
      make) such issue, offer, lease, sale, contract to sell, pledge, grant, disposal
      or encumbrance), any Shares or securities convertible or exchangeable into
      or
      exercisable for Shares or warrants or other rights to purchase Shares; save,
      in
      the case of (a) above, for the issue, offer, exercise, allotment, appropriation
      or grant of Shares to or for the benefit of employees of the Issuer (including
      directors holding office) or any subsidiary of the Issuer pursuant to any
      employees’ share scheme or plan which (i) is in compliance with the regulations
      and stock exchange rules governing the Issuer and its Shares and (ii) does
      not
      amount to, relate to, or entitle such persons to receive, Shares in excess
      of
      ten percent (10%) of the average number of issued and outstanding Shares during
      any twelve (12) months.

     

    
      	
              5.7

            	
              No
                Actions Causing Adjustments to the Conversion Price or the Subscription
                Price

            


    

     

    Between
      the date of this Agreement and the Closing Date (both dates inclusive), neither
      the Issuer nor any person acting on behalf of either of them will take, directly
      or indirectly, any action designed to or which constitutes or which might
      reasonably be expected to cause or result in an adjustment of the initial
      Conversion Price of the Bonds or the Subscription Price of the
      Warrants.


    Subscription
      Agreement


    
      
        
        

      

      
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          15 -

        
          

        

      

      
        
        

      

    


    
      	
              5.8

            	
              No
                Encumbrances 

            


    

     

    The
      Issuer shall deliver the Shares free and clear of all liens, claims, charges,
      security, encumbrances or like interests upon conversion of the Bonds in
      accordance with the Trust Deed and the Terms and Conditions, and upon exercise
      of the Warrants in accordance with the Warrant Instrument.

     

    
      	
              5.9

            	
              Listing

            


    

     

    The
      Issuer confirms that it shall use its best endeavours to promptly list the
      Shares into which the Bonds are or may be convertible pursuant to the Terms
      and
      Conditions and the Warrants are or may be exercisable pursuant to the Warrant
      Instrument, as the case may be, on the AMEX and in any event no later than
      three
      hundred and sixty-five (365) days after the Listing Date. The Issuer will use
      its best endeavours to maintain such listing, provided that, if the Issuer
      is
      unable to maintain such listing having used such endeavours, the Issuer shall
      use its best endeavours to obtain and maintain a listing of the Shares on such
      other stock exchange(s) as the Issuer may agree with the Subscriber or, after
      the Closing Date, the Trustee.

     

    
      	
              5.10

            	
              No
                Announcements

            


    

     

    The
      Issuer shall not, without the prior written consent of the Subscriber, make
      any
      public announcement with respect to the Bonds and the Warrants. This provision
      will not apply to any such public announcement required by any applicable law,
      regulation or listing rules governing the Issuer and its Shares provided that,
      subject to compliance with applicable laws, prior to the making or despatch
      thereof the Issuer shall (i) inform the Subscriber and (ii) consult (to the
      maximum extent practicable) with the Subscriber as to the content, timing and
      manner of making such public announcement or despatch thereof and the Issuer
      shall consider all reasonable requests of the Subscriber in relation
      thereto.

     

    
      	
              5.11

            	
              Use
                of Proceeds

            


    

     

    The
      Issuer will use the net proceeds received by it from the issue of the Bonds
      and
      the Warrants for general corporate financing purposes of the Issuer and its
      Subsidiaries. The
      Issuer will ensure that proceeds raised in connection with the issue of the
      Bonds and the Warrants will not directly or indirectly be lent, contributed
      or
      otherwise made available to any person or entity (whether or not related to
      the
      Issuer) for the purpose of financing the activities of any person or for the
      benefit of any country currently subject to any United States sanctions
      administered by OFAC.

     

    
      	
              5.12

            	
              Agreements

            


    

     

    The
      Issuer will execute the Trust Deed, the Agency Agreement, the Registration
      Rights Agreement, the Warrant Agency Agreement and the Warrant Instrument on
      or
      before the Closing Date. 

     

    
      	
              5.13

            	
              Documents

            


    

     

    Up
      to the
      Closing Date, the Issuer will furnish to the Subscriber, copies of each document
      filed by it with the Commission as well as copies of any financial statements
      and other periodic reports that the Issuer furnishes to holders of its debt
      securities or to its shareholders.


    Subscription
      Agreement


    
      
        
        

      

      
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          16 -

        
          

        

      

      
        
        

      

    


    
      	
              5.14

            	
              Liquidity

            


    

     

    The
      Issuer will not, and will procure that none of its Subsidiaries will, create
      any
      material relationships with any off-balance sheet entities that are
      contractually limited to narrow activities that facilitate the transfer of
      or
      access to assets or liabilities by the Issuer or any of its Subsidiaries, such
      as structured finance entities and special purpose entities, that are reasonably
      likely to have a material effect on the liquidity of the Issuer or any of its
      Subsidiaries or the availability thereof or the requirements of the Issuer
      or
      any of its Subsidiaries for capital resources.

     

    
      	5.15	
              No
                U.S. Directed Selling
                Efforts

            


    

    


    Neither
      the Issuer nor any of its affiliates (as defined in Rule 405 under the
      Securities Act), nor any person acting on behalf of any of them will engage
      in
      any “directed selling efforts” (as defined in Regulation S) with respect to the
      Bonds or the Shares to be issued upon the conversion of the Bonds.

    


    
      	
              6.

            	
              
                CONDITIONS
                  PRECEDENT

              

            


    

     

    
      	
              6.1

            	
              Conditions
                Precedent

            


    

     

    The
      obligations of the Subscriber to subscribe and pay for the Bonds and the
      Warrants are conditional upon:

     

    
      	 	
              (a)

            	
              Contracts
                

            


    

     

    The
      execution and delivery of the Trust Deed, the Agency Agreement, the Registration
      Rights Agreement, the Warrant Instrument and the Warrant Agency Agreement by
      the
      respective parties.

     

    
      	 	
              (b)

            	
              Compliance
                and Material Adverse Change

            


    

     

    On
      the
      Closing Date (i) the representations and warranties of the Issuer in this
      Agreement being true, accurate and correct at, and as if made on, the Closing
      Date, (ii) the Issuer having performed all of its obligations under this
      Agreement to be performed on or before the Closing Date, (iii) there having
      been, as at the Closing Date, no change which is materially adverse to the
      condition (financial or other), business, prospects, properties, shareholders’
equity, results of operations or general affairs of the Issuer or of the
      Consolidated Group taken as a whole since 31 December, 2006 and (iv) there
      having been delivered to the Subscriber a certificate dated the Closing Date,
      signed by a duly authorised officer of the Issuer (substantially in the form
      of
      Schedule 3 to this Agreement) to the effect stated in (i), (ii) and (iii).
      

     

    
      	 	
              (c)

            	
              Legal
                Opinion

            


    

     

    On
      or
      before the Closing Date, there having been delivered to the Subscriber opinions
      in form and substance satisfactory to the Subscriber, dated the Closing Date
      of:


     

    
      	 	
              (i)

            	
              Kirkpatrick
                & Lockhart Preston Gates Ellis LLP, legal advisers to the Issuer as
                to
                the laws of England;

            


    

     

    
      	 	
              (ii)

            	
              Kirkpatrick
                & Lockhart Preston Gates Ellis LLP, legal advisers to the Issuer as
                to
                the federal laws of the United States and the laws of the State of
                Delaware; and

            


    


    Subscription
      Agreement


    
      
        
        

      

      
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          17 -

        
          

        

      

      
        
        

      

    


    
      	 	
              (iii)

            	
              Paul,
                Hastings, Janofsky & Walker, legal advisers to the Subscriber as to
                the laws of England.

            


    

     

    
      	 	
              (d)

            	
              Ratings

            


    

     

    No
      rating
      agency having downgraded, nor given notice or made any public announcement
      of
      any intended or potential downgrading or of any review or surveillance with
      negative implications of, the rating accorded to any debt securities of the
      Issuer.

     

    
      	 	
              (e)

            	
              Due
                Diligence

            


    

     

    The
      Subscriber having been reasonably satisfied with the results of its due
      diligence investigations on the Issuer and its Subsidiaries. 

     

    
      	 	
              (f)

            	
              Registration
                Rights Agreement

            


    

     

    The
      Issuer executing the Registration Rights Agreement in form and substance
      satisfactory to the Subscriber. 

     

    
      	 	
              (g)

            	
              Others

            


    

     

    On
      or
      before the Closing Date, there having been delivered to the Subscriber any
      other
      documents (including, but not limited to, any resolutions, consents and
      authorities) relating to the issue of the Bonds or the Warrants which the
      Subscriber may reasonably require.

     

    
      	
              6.2

            	
              Waiver

            


    

     

    The
      Subscriber may, at its discretion and upon such terms as they think fit, waive
      compliance with the whole or any part of Clause 6.1.

     

    
      	
              7.

            	
              
                CLOSING

              

            


    

     

    
      	
              7.1

            	
              Delivery
                of Global Certificate and Registration of
                Holdings

            


    

     

    Not
      later
      than 10:00 a.m. (New York time) on the Closing Date, the Issuer will issue
      the
      Bonds and the Warrants and procure the entry in the register of Bondholders
      (as
      defined in the Terms and Conditions) and the register of Warrantholders (as
      defined in the Warrant Instrument) of the name of the Subscriber to be the
      holder of the Bonds and the Warrants and the Registrar will deliver a Global
      Certificate duly executed and authenticated representing the aggregate principal
      amount of each of the Bonds and a Global Certificate duly executed and
      authenticated representing the Warrants to the nominee of a depositary (the
      “Common
      Depositary”)
      common
      to Euroclear and Clearstream in accordance with the Trust Deed and the Agency
      Agreement. Delivery of the Global Certificates for each of the Bonds and the
      Warrants and completion of the register of Bondholders and the register of
      Warrantholders shall constitute the issue and delivery of the Bonds and the
      Warrants, as the case may be. 

     

    
      	
              7.2

            	
              Payment

            


    

     

    Immediately
      against such delivery and registration, the Subscriber shall, subject to the
      conditions mentioned in Clause 6, pay or procure to be paid to the Issuer,
      (a)
      the net subscription moneys (being the Subscription Price less any amount
      deductible under, or under any arrangement referred to in, Clause 9) for the
      Bonds and (b) the aggregate Warrant Issue Price for the Warrants to be
      subscribed by it to such bank account as shall be notified by the Issuer to
      the
      Subscriber. Such payment by or on behalf of the Subscriber for the Bonds and
      the
      Warrants to the Issuer pursuant to this Clause 7.2 shall be a complete discharge
      of the Subscriber’s obligation to make such payments. 


    Subscription
      Agreement


    
      
        
        

      

      
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          18 -

        
          

        

      

      
        
        

      

    


    Payment
      under this Clause 7.2 shall be made in United States dollars by the Subscriber
      in United States dollars in same day settlement funds to such United States
      dollar account in New York City as shall have been notified by the Issuer to
      the
      Subscriber not later than five (5) days prior to the Closing Date, evidence
      of
      such payment taking the form of a confirmation from the Issuer that it has
      received such payment.

     

    
      	
              8.

            	
              
                COMMISSION

              

            


    

     

    The
      Issuer agrees to pay to the Subscriber a commission of three percent (3%) of
      the
      principal amount of the Bonds. Such commission shall be deducted from the
      subscription moneys for the Bonds subscribed by the Subscriber.

     

    
      	
              9.

            	
              
                FEES
                  AND EXPENSES

              

            


    

     

    
      	
              9.1

            	
              General
                Expenses

            


    

     

    The
      Issuer agrees to pay, or in the case of expenses incurred by the Subscriber,
      reimburse promptly upon presentation of invoices, to the extent reasonably
      and
      properly incurred:

     

    
      	 	
              (a)

            	
              all
                costs and expenses in connection with (a) the preparation, production
                and
                (where appropriate) printing of the Bonds, the Warrants, the Contracts
                and
                all other documents relating to the issue of the Bonds or the Warrants,
                as
                the case may be, (b) the initial delivery and distribution (including
                transportation and packaging but not insurance (other than to the
                place of
                distribution)) of the Bonds or the Warrants and (c) the listing of
                the
                Shares on the AMEX or any Alternative Stock Exchange;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                fees and expenses of the Subscriber’s legal counsel and any other
                professional advisers engaged by the Subscriber in connection with
                the
                issue of the Bonds or the Warrants and all travelling, telecommunications,
                postage, accommodation, marketing and other out-of-pocket and roadshow
                and
                investor presentation expenses, disbursements of the Subscriber,
                any
                charges levied by regulators or the AMEX or any Alternative Stock
                Exchange, any expenses relating to any stock lending incurred by
                the
                Subscriber in connection with the issue of the Bonds or the Warrants
                and
                any value added and goods and services tax
                thereon.

            


    

     

    
      	
              9.2

            	
              Issuer’s
                Other Expenses

            


    

     

    The
      Issuer shall bear and pay:

     

    
      	 	
              (a)

            	
              the
                fees and expenses of the Trustee and the agents appointed under the
                Trust
                Deed and the Agency Agreement in relation to the preparation and
                execution
                of the Contracts, the issue and authentication of the Bonds or the
                Warrants and the performance of their duties under the Contracts,
                including the legal fees and expenses of Trustee's counsel;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                fees and expenses of the legal, accountancy and any other professional
                advisers instructed by the Issuer in connection with the creation
                and
                issue of the Bonds or the Warrants and in each such case any value
                added
                tax thereon.

            


    


    Subscription
      Agreement


    
      
        
        

      

      
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          19 -

        
          

        

      

      
        
        

      

    


    
      	
              9.3

            	
              Withholding
                Tax

            


    

     

    All
      payments by the Issuer under this Agreement shall be paid without set-off or
      counterclaim, and free and clear of and without deduction or withholding for
      or
      on account of, any present or future taxes, levies, imports, duties, fees,
      assessments or other charges of whatever nature, imposed by the United States
      or
      any other relevant jurisdiction or by any department, agency or other political
      subdivision or taxing authority thereof or therein, and all interest, penalties
      or similar liabilities with respect thereto (“Taxes”).
      If
      any Taxes are required by law to be deducted or withheld in connection with
      any
      such payment, the Issuer will increase the amount paid so that the full amount
      of such payment is received by the payee as if no such deduction or withholding
      had been made. In addition, the Issuer agrees to indemnify and hold the
      Subscriber harmless against any Taxes which they are required to pay in respect
      of any amount paid by the Issuer under this Agreement.

     

    
      	
              9.4

            	
              Stamp
                Duties

            


    

     

    The
      Issuer shall pay all stamp, registration and other taxes and duties (including
      any interest and penalties thereon or in connection therewith) which may be
      payable upon or in connection with the creation and issue of the Bonds or the
      Warrants and the execution of the Contracts, and the Issuer shall indemnify
      the
      Subscribers against any claim, demand, action, liability, damages, cost, loss
      or
      expense (including, without limitation, reasonable legal fees) which it may
      incur as a result or arising out of or in relation to any failure to pay or
      delay in paying any of the same.

     

    
      	
              10.

            	
              
                INDEMNIFICATION
                  

              

            


    

     

    
      	
              10.1

            	
              Without
                prejudice to the other rights or remedies of the Subscriber, the
                Issuer
                undertakes to the Subscriber that if the Subscriber or any of its
                affiliates, directors, officers, employees, agents or controlling
                persons
                (within the meaning of Section 15 of the Securities Act and Section
                20 of
                the U.S. Securities Exchange Act of 1934, as amended) (together with
                the
                Subscriber, each a “Relevant
                Party”)
                incurs any liability, damages, cost, loss or expense (including,
                without
                limitation, legal fees, costs and expenses) (a “Loss”)
                arising out of, in connection with, or based on,
                any
                actual or alleged breach of the representations, warranties and
                undertakings contained in, or made or deemed to be made by the Issuer
                under, this Agreement,
                the Issuer shall pay to the Subscriber on demand an amount equal
                to such
                Loss. The Subscriber shall not have any duty or obligation, whether
                as
                fiduciary or trustee for any Relevant Party or otherwise, to recover
                any
                such payment or to account to any other person for any amounts paid
                to it
                under this Clause 10.1.

            


    

     

    
      	
              10.2

            	
              In
                case any action shall be brought against any Relevant Party in respect
                of
                which recovery may be sought from the Issuer under this Clause 10,
                the
                Subscriber shall promptly notify the Issuer in writing but failure
                to do
                so will not relieve the Issuer from any liability under this Agreement.
                

            


    

     

    
      	
              10.3

            	
              The
                Issuer shall not, without the prior written consent of the Relevant
                Party,
                settle or compromise or consent to the entry of any judgment with
                respect
                to any pending or threatened claim or action in respect of which
                recovery
                may be sought hereunder (whether or not any Relevant Party is an
                actual or
                potential party to such claim or action) unless such settlement,
                compromise or consent includes an unconditional release of each Relevant
                Party from all liability arising out of such claim or action and
                does not
                include a statement as to or an admission of fault, culpability or
                failure
                to act by or on behalf of a Relevant
                Party.

            


    

     

    
      	
              10.4

            	
              Indemnification
                for any Losses incurred in connection with an alleged breach (that
                is not
                also an actual breach) will only apply if the Subscriber or any other
                Relevant Party is not
                the party alleging the breach.

            


    


    Subscription
      Agreement


    
      
        
        

      

      
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          20 -

        
          

        

      

      
        
        

      

    


    
      	
              11.

            	
              
                TERMINATION

              

            


    

     

    
      	
              11.1

            	
              The
                Subscriber’s Ability to
                Terminate

            


    

     

    Notwithstanding
      anything contained in this Agreement, the Subscriber may, by giving notice
      to
      the Issuer at any time prior to payment of the net subscription moneys for
      the
      Bonds and the aggregate Warrant Issue Price for the Warrants to the Issuer
      on
      the Closing Date, terminate this Agreement in any of the following
      circumstances:

     

    
      	 	
              (a)

            	
              if
                there shall have come to the notice of the Subscriber any breach
                by the
                Issuer of any of the warranties and representations contained in
                Clause 4
                or any failure to perform any of the Issuer’s undertakings or agreements
                in this Agreement;

            


    

     

    
      	 	
              (b)

            	
              if
                any of the conditions specified in Clause 6 has not been satisfied
                or
                waived by the Subscriber by the Closing Date;
                or

            


    

     

    
      	 	
              (c)

            	
              (i)
                if, in the opinion of the Subscriber, since the date of this Agreement,
                there shall have been such a change (whether or not foreseeable at
                the
                date of this Agreement) in national or international financial, political
                or economic conditions or currency exchange rates or exchange controls
                as
                would in its view be likely to prejudice materially dealings in the
                Bonds
                or the Warrants in the secondary market or (ii) if there occurs any
                disruption to trading generally on the New York Stock Exchange, NASDAQ,
                the AMEX, the London Stock Exchange plc’s market for listed securities,
                the Main Board or Growth Enterprises Market of The Stock Exchange
                of Hong
                Kong Limited.

            


    

     

    
      	
              11.2

            	
              Consequences
                of Termination

            


    

     

    Upon
      such
      notice being given this Agreement shall terminate and be of no further effect
      and no party shall be under any liability to any other in respect of this
      Agreement, except that the Issuer shall remain liable for the payment of all
      costs and expenses referred to in Clause 9 and any liabilities arising before
      or
      in relation to such termination, the Subscriber shall remain liable under Clause
      4.2 and the obligations of the Issuer pursuant to Clause 12, which would have
      continued had the arrangements for the subscription and issue of the Bonds
      been
      completed, shall continue.

     

    
      	
              12.

            	
              
                SURVIVAL
                  OF REPRESENTATIONS AND
                  OBLIGATIONS

              

            


    

     

    The
      representations, warranties, agreements, undertakings and indemnities of the
      Issuer in this Agreement shall continue in full force and effect notwithstanding
      completion of the arrangements for the subscription and issue of the Bonds
      or
      the Warrants, the Subscriber’s actual or constructive knowledge with respect to
      any of the matters referred to in the representations and warranties, or any
      investigation made by or on behalf of the Subscriber or the termination of
      this
      Agreement pursuant to Clause 11.

     

    
      	
              13.

            	
              
                COMMUNICATIONS

              

            


    

     

    
      	
              13.1

            	
              Addresses

            


    

     

    Any
      communication shall be given by letter, fax or telephone:

     

    in
      the
      case of notices to the Issuer, to it care of:


    Subscription
      Agreement


    
      
        
        

      

      
        -
          21 -

        
          

        

      

      
        
        

      

    

     

    
      	
              Asia
                Time Corporation 

            
	
              Room
                1601-1604, 16/F., CRE Centre, 889 Cheung Sha Wan Road, Kowloon, Hong
                Kong
                

            
	
              Telephone
                no.:

            	
              +
                852 2310 0101

            
	
              Fax
                no. 

            	
              +
                852 2310 0032

            
	
              Attention:

            	
              Kwong
                Kai Shun/Michael
                Mak

            


    

     

    and
      in
      the case of notices from the Issuer to the Subscriber, to the Subscriber
      at:

     

    
      	
              ABN
                AMRO
                Bank N.V.

              250
                Bishopsgate 

              London
                EC2M 4AA 

              United
                Kingdom

            
	
              Telephone
                no.:

            	
              +44
                207 678 3145

            
	
              Fax
                no. 

            	
              +44
                207 678 6484

            
	
              Attention:

            	
              Global
                Financial Markets

            


    

     

    
      	
              13.2

            	
              Effectiveness

            


    

     

    Any
      communication shall take effect, in the case of a letter, at the time of
      delivery, in the case of fax, at the time of despatch or, in the case of
      telephone, when made.

     

    
      	
              13.3

            	
              Confirmations

            


    

     

    Any
      communication not by letter shall be confirmed by letter but failure to send
      or
      receive the letter of confirmation shall not invalidate the original
      communication.

     

    
      	
              14.

            	
              
                GOVERNING
                  LAW AND JURISDICTION

              

            


    

     

    
      	
              14.1

            	
              Governing
                Law

            


    

     

    This
      Agreement, as to which time shall be of the essence, shall be governed by and
      construed in accordance with English law.

     

    
      	
              14.2

            	
              Jurisdiction

            


    

     

    Subject
      to sub-clause 14.3, the Issuer agrees for the benefit of the Subscriber that
      the
      courts of England are to have exclusive jurisdiction to settle any disputes
      which may arise out of or in connection with this Agreement and accordingly
      submit to the exclusive jurisdiction of the courts of England.

     

    
      	
              14.3

            	
              The
                Subscriber may take any suit, action or proceedings (together referred
                to
                as Proceedings) against the Issuer in any other court of competent
                jurisdiction and concurrent Proceedings in any number of jurisdictions.
                The Issuer hereby appoints The
                London Law Agency of 69 Southampton Row, London WC1B 4ET
                for the time being in England, to accept service of any Proceedings
                on its
                behalf.

            


    

     

    
      	
              15.

            	
              
                COUNTERPARTS

              

            


    

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one (1)
      instrument.

    

      Subscription
        Agreement

       

    

    
      
        
        

      

      
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          22 -

        
          

        

      

      
        
        

      

    


    
      	
              16.

            	
              
                CONTRACTS
                  (RIGHTS OF THIRD PARTIES) ACT
                  1999

              

            


    

     

    A
      person
      who is not a party to this Agreement has no rights under the Contracts (Rights
      of Third Parties) Act 1999 to enforce any term of these presents, but this
      does
      not affect any right or remedy of a third party which exists or is available
      apart from that Act.

     

    
      	
              17.

            	
              
                INVALIDITY

              

            


    

     

    If
      any
      provision in this Agreement shall be held to be illegal, invalid or
      unenforceable, in whole or in part, under any enactment or rule of law, such
      provision or part shall to that extent be deemed not to form part of this
      Agreement but the legality, validity and enforceability of the remainder of
      this
      Agreement shall not be affected.

     

    
      	
              18.

            	
              
                ENTIRE
                  AGREEMENT

              

            


    

     

    This
      Agreement constitutes the whole and only agreement between the parties relating
      to the offering, issue and sale of the Bonds and the Warrants.

     

    [Remainder
      of the page intentionally left blank]

    

      Subscription
        Agreement

       

    

    
      
        
        

      

      
        -
          23 -

        
          

        

      

      
        
        

      

    

    

      SCHEDULE
        1

      


      TERMS
        AND CONDITIONS OF THE BONDS

      


      The
        following is the text of the Conditions of the Bonds which (subject to
        modification and except for the paragraphs in italics) will be endorsed on
        the
        Certificates issued in respect of the Bonds.

      


      The
        issue
        of the US$8,000,000 aggregate principal amount of Variable Rate Convertible
        Bonds due 2012 (the “Bonds”,
        which
        term shall include, unless the context requires otherwise, any further Bonds
        issued in accordance with Condition 17 and consolidated and forming a single
        series therewith) of Asia Time Corporation (the “Issuer”)
        and
        the right of conversion into Shares (as defined in Condition 6(A)(v)) were
        authorised by resolutions of the board of directors of the Issuer passed
        on
        November 9, 2007. The Bonds are constituted by a trust deed dated November
        13,
        2007 (the “Trust Deed”)
        made
        between the Issuer and The Bank of New York, London Branch as trustee for
        the
        holders of the Bonds (the “Trustee”,
        which
        term shall, where the context so permits, include all other persons or companies
        for the time being acting as trustee or trustees under the Trust Deed) and
        are
        subject to the paying and conversion agency agreement dated November 13,
        2007
        (the “Agency
        Agreement”)
        with
        the Trustee, The Bank of New York, London Branch as principal paying, conversion
        and transfer agent (the “Principal
        Agent”),
        The
        Bank of New York as registrar (the “Registrar”)
        and
        the other paying, conversion and transfer agents appointed under it (each
        a
“Paying
        Agent”,
        “Conversion
        Agent”,
        “Transfer
        Agent”,
        and
        together with the Registrar and the Principal Agent, the “Agents”)
        relating to the Bonds. References to the “Principal
        Agent”,
        “Registrar”
and
        “Agents”
below
        are references to the principal agent, registrar and agents for the time
        being
        for the Bonds. The statements in these terms and conditions of the Bonds
        (these
“Conditions”)
        include summaries of, and are subject to, the detailed provisions of the
        Trust
        Deed. Unless otherwise defined, terms used in these Conditions have the meaning
        specified in the Trust Deed. Copies of the Trust Deed and of the Agency
        Agreement are available for inspection during normal business hours at the
        registered office of the Trustee being as at the date hereof at One Canada
        Square, London, E14 5AL, United Kingdom and at the specified offices of each
        of
        the Agents. The Bondholders are entitled to the benefit of the Trust Deed
        and
        are bound by, and are deemed to have notice of, all the provisions of the
        Trust
        Deed and the Agency Agreement applicable to them.

      


      
        	1.	
                Status
                  

              


      

      


      The
        Bonds
        constitute direct, unsubordinated, unconditional and (subject to the provisions
        of Condition 5)
        unsecured obligations of the Issuer and shall at all times rank pari
        passu
        and
        without any preference or priority among themselves. The payment obligations
        of
        the Issuer under the Bonds shall, save for such exceptions as may be provided
        by
        applicable legislation and subject to Condition 5, at all times rank at least
        equally with all of its other present and future unsecured and unsubordinated
        obligations (other than any obligations preferred by mandatory provisions
        of
        applicable law). 

      


      
        	2.	
                Form
                  and Denomination

              


      

      


      The
        Bonds
        are issued in registered form in the denomination of US$1,000
        each. A Bond certificate (each a “Certificate”)
        will
        be issued to each Bondholder in respect of its registered holding of Bonds.
        Each
        Bond and each Certificate will be numbered serially with an identifying number
        which will be recorded on the relevant Certificate and in the Register (as
        defined in Condition 4(A)) which the Issuer will procure to be kept by the
        Registrar.

      


      Upon
        issue, the Bonds will be represented by a global certificate (the
“Global
        Certificate”)
        deposited with a common depositary for, and representing Bonds registered
        in the
        name of a common nominee of, Clearstream Banking, société anonyme
        (“Clearstream”)
        and Euroclear Bank S.A./N.V. (“Euroclear”)
        and/or any other relevant clearing system (each a “Clearing
        System”).

       

      
        
          
          

        

        
          Schedule
            1-1

          
            

          

        

        
          
          

        

      

       

      
        	3.	
                Title

              


      

       

      Title
        to
        the Bonds passes only by transfer and registration in the register of
        Bondholders as described in Condition 4. The holder of any Bond will (except
        as
        otherwise required by law) be treated as its absolute owner for all purposes
        (whether or not it is overdue and regardless of any notice of ownership,
        trust
        or any interest in it or any writing on, or the theft or loss of, the
        Certificate issued in respect of it) and no person will be liable for so
        treating the holder. In these Conditions, “Bondholder”
and
        (in
        relation to a Bond) “holder”
mean
        the person in whose name a Bond is registered.

      


      
        	4.	
                Transfers
                  of Bonds; Issue of
                  Certificates

              


      

      


      
        	A.	
                Register

              


      

      


      The
        Issuer will cause to be kept at the specified office outside
        the United Kingdom of the Registrar and in accordance with the terms of the
        Agency Agreement a register on which shall be entered the names and addresses
        of
        the holders of the Bonds and the particulars of the Bonds held by them and
        of
        all transfers of the Bonds (the “Register”).
        Each
        Bondholder shall be entitled to receive only one (1) Certificate in respect
        of
        its entire holding of Bonds.

      


      
        	B.	
                Transfer

              


      

      


      Subject
        to the terms of the Agency Agreement, a Bond may be transferred by delivery
        of
        the Certificate issued in respect of that Bond, with the form of transfer
        on the
        back duly completed and signed by the holder or his attorney duly authorised
        in
        writing, to the specified office of the Registrar or any of the
        Agents.
        No
        transfer of a Bond will be valid unless and until entered on the
        Register.

      


      
        	C.	
                Delivery
                  of New Certificates

              


      

      


      Each
        new
        Certificate to be issued upon a transfer of Bonds will, within three
        (3)
        business days of receipt by the Registrar or, as the case may be, any other
        relevant Agent of the form of transfer, be made available for collection
        at the
        specified office of the Registrar or such other relevant Agent or, if so
        requested in the form of transfer, be mailed by uninsured mail at the risk
        of
        the holder entitled to the Bonds (but free of charge to the holder) to the
        address specified in the form of transfer.

      


      Where
        only part of a principal amount of the Bonds (being that of one (1) or more
        Bonds) in respect of which a Certificate is issued is to be transferred or
        converted, a new Certificate in respect of the Bonds not so transferred or
        converted will, within three (3) business days of delivery of the original
        Certificate to the Registrar or other relevant Agent, be made available for
        collection at the specified office of the Registrar or such other relevant
        Agent
        or, if so requested in the form of transfer, be mailed by uninsured mail
        at the
        risk of the holder of the Bonds not so transferred or converted (but free
        of
        charge to the holder) to the address of such holder appearing on the
        Register.

      


      For
        the
        purposes of Condition 4, “business
        day”
shall
        mean a day other than a Saturday or Sunday on which banks are open for business
        in the city in which the specified office of the Registrar (if a Certificate
        is
        deposited with it in connection with a transfer or conversion) or the Agent
        with
        whom a Certificate is deposited in connection with a transfer or conversion,
        is
        located.

       

      
        
          
          

        

        
          Schedule
            1-2

          
            

          

        

        
          
          

        

      

       

      
        	D.	
                Formalities
                  Free of Charge

              


      

      


      Registration
        of transfer of Bonds will be effected without charge by or on behalf of the
        Issuer or any of the Agents, but upon payment (or the giving of such indemnity
        as the Issuer or any of the Agents may require) in respect of any tax or
        other
        governmental charges which may be imposed in relation to such
        transfer.

      


      
        	E.	
                Closed
                  Periods

              


      

      


      No
        Bondholder may require the transfer of a Bond to be registered (i) during
        the
        period of seven (7)
        days
        ending on (and including) the dates for payment of any principal and/or premium
        (if any) pursuant to the Conditions; (ii) after a Conversion Notice (as defined
        in Condition 6(B)) has been delivered with respect to a Bond; or (iii) after
        a
        Tax Redemption Notice (as defined in Condition 9(C)) or a Relevant Event
        Redemption Notice (as defined in Condition 9(D)) has been deposited in respect
        of such Bond.

      


      
        	F.	
                Regulations

              


      

      


      All
        transfers of Bonds and entries on the register of Bondholders will be made
        subject to the detailed regulations concerning transfer of Bonds scheduled
        to
        the Agency Agreement.
        The
        regulations may be changed by the Issuer, with the prior written approval
        of the
        Trustee and the Registrar. A copy of the current regulations will be mailed
        (free of charge) by the Registrar to any Bondholder upon request.

      


      
        	5.	
                Negative
                  Pledge

              


      

      


      
        	A.	
                Negative
                  Pledge

              


      

      


      
        The
          Issuer undertakes that, so long as any of the Bonds remains outstanding
          (as
          defined in the Trust Deed) or any amount is due under or in respect of
          any Bond
          or otherwise under the Trust Deed, it will not, and will procure that none
          of
          its Subsidiaries will, create or permit to subsist or arise any Encumbrance
          upon
          the whole or any part of their respective present or future assets or revenues
          to secure any Relevant Indebtedness of the Issuer or any Subsidiary of
          the
          Issuer or to secure any guarantee of or indemnity in respect of any such
          Relevant Indebtedness unless, at the same time or prior thereto, the
          Issuer’s
          obligations under the Bonds are secured by the same Encumbrance or have
          the
          benefit from a guarantee or indemnity in substantially identical terms
          thereto
          or, at the option of the Issuer, by such other security, guarantee, indemnity
          or
          other arrangement as the Bondholders may approve by Extraordinary Resolution
          (as
          defined in the Trust Deed). 

      

       

      
        	B.	
                Interpretation

              


      

       

      In
        these
        Conditions:

      


      
        	
              	(i)	
                any
                  reference to an “Encumbrance”
                  is to a mortgage, charge, pledge, lien or other encumbrance or
                  security
                  interest securing any obligation of any
                  person;

              


      

      


      
        	 	
                (ii)

              	
                any
                  reference to “Relevant
                  Indebtedness”
                  is to any future or present indebtedness in the form of or represented
                  by
                  debentures, loan stock, bonds, notes, bearer participation certificates,
                  depository receipts, certificates of deposit or other similar securities
                  or instruments or by bills of exchange drawn or accepted for the
                  purpose
                  of raising money which are, or are issued with the intention on
                  the part
                  of the Issuer or any Subsidiary of the Issuer that they should
                  be, quoted,
                  listed, ordinarily dealt in or traded on any stock exchange or
                  over the
                  counter or on any other securities market (whether or not initially
                  distributed by way of private placement); and


              


      

       

      
        
          
          

        

        
          Schedule
            1-3

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (iii)

              	
                any
                  reference to a “Subsidiary”
                  of any person is to any company or other business entity of which
                  that
                  person owns or controls (either directly or through one (1) or
                  more other
                  Subsidiaries) more than fifty percent (50%) of the issued share
                  capital or
                  other ownership interest having ordinary voting power to elect
                  directors,
                  managers or trustees of such company or other business entity or
                  any
                  company or other business entity which at any time has its accounts
                  consolidated with those of that person or which, under United States
                  or
                  other relevant law, regulations or generally accepted accounting
                  principles from time to time, should have its accounts consolidated
                  with
                  those of that person.

              


      

      


      
        	6.	
                Conversion

              


      

      


      
        	
                A.

              	
                Conversion
                  Right

              


      

      


      
        	
                (i)

              	
                Conversion
                  Period:
                  Subject as hereinafter provided, Bondholders have the right to
                  convert
                  their Bonds into Shares at any time during the Conversion Period
                  referred
                  to below.

              


      

      


      The
        right
        of a Bondholder to convert any Bond into Shares is called the “Conversion
        Right”.
        Subject to and upon compliance with, the provisions of this Condition, the
        Conversion Right attaching to any Bond may be exercised, at the option of
        the
        holder thereof, at any time on and after 365 days after the date the Issuer’s
        Shares commence trading on the American Stock Exchange (“AMEX”)
        or an
        Alternative Major Stock Exchange (as defined in Condition 6(C) below) (the
        “Listing
        Date”)
        up to
        the close of business (at the place where the Certificate evidencing such
        Bond
        is deposited for conversion) on November 6, 2012 (but, except as provided
        in
        Condition 6(A)(iv), in no event thereafter) or if such Bond shall have been
        called for redemption before the Maturity Date (as defined in Condition 9(A)),
        then up to the close of business (at the place aforesaid) on a date no later
        than seven (7) business days (in the place aforesaid) prior to the date fixed
        for redemption thereof (the “Conversion
        Period”).

      


      The
        number of Shares to be issued on conversion of a Bond will be determined
        by
        dividing the principal amount of the Bond to be converted by the Conversion
        Price in effect at the Conversion Date (both as hereinafter defined). A
        Conversion Right may only be exercised in respect of one (1) or more Bonds.
        If
        more than one (1) Bond held by the same holder is converted at any one (1)
        time
        by the same holder, the number of Shares to be issued upon such conversion
        will
        be calculated on the basis of the aggregate principal amount of the Bonds
        to be
        converted. 

      


      
        	
                (ii)

              	
                Fractions
                  of Shares:
                  Fractions of Shares will not be issued on conversion and no cash
                  adjustments will be made in respect thereof. Notwithstanding the
                  foregoing, in the event of a consolidation or re-classification
                  of Shares
                  by operation of law or otherwise occurring after November 13, 2007
                  which
                  reduces the number of Shares outstanding, the Issuer will upon
                  conversion
                  of Bonds pay in cash (in US dollars by means of a US dollar cheque
                  drawn
                  on a bank in New York) a sum equal to such portion of the principal
                  amount
                  of the Bond or Bonds evidenced by the Certificate deposited in
                  connection
                  with the exercise of Conversion Rights, aggregated as provided
                  in
                  Condition 6(A)(i), as corresponds to any fraction of a Share not
                  issued as
                  a result of such consolidation or re-classification aforesaid if
                  such sum
                  exceeds US$10.00.

              


      

      


      
        	
                (iii)

              	
                Conversion
                  Price:
                  The price at which Shares will be issued upon conversion (the
                  “Conversion
                  Price”)
                  will initially be the price per Share at which Shares are sold
                  in the IPO
                  (the “IPO
                  Price”)
                  but will be subject to adjustment in the manner provided in Conditions
                  6(C) and 6(D). IPO means a public offering of the Shares of the
                  Issuer on
                  AMEX with minimum gross proceeds of US$2,000,000. If no IPO has
                  occurred
                  prior to conversion, the Conversion Price will be deemed to be
                  US$2.00 as
                  of November 13, 2007 (the “Closing
                  Date”),
                  subject to adjustment in the manner provided in Conditions 6(C)
                  and
                  6(D).

              


      

       

      
        
          
          

        

        
          Schedule
            1-4

          
            

          

        

        
          
          

        

      

       

      
        	
                (iv)

              	
                Revival
                  and/or survival after Default:
                  Notwithstanding the provisions of Condition 6(A)(i), if (a) the
                  Issuer
                  shall default in making payment in full in respect of any Bond
                  which shall
                  have been called for redemption on the date fixed for redemption
                  thereof,
                  (b) any Bond has become due and payable prior to the Maturity Date
                  by
                  reason of the occurrence of any of the events under Condition 11
                  or (c)
                  any Bond is not redeemed on the Maturity Date in accordance with
                  Condition
                  9(A), the Conversion Right attaching to such Bond will revive and/or
                  will
                  continue to be exercisable up to, and including, the close of business
                  (at
                  the place where the Certificate evidencing such Bond is deposited
                  for
                  conversion) on the date upon which the full amount of the moneys
                  payable
                  in respect of such Bond has been duly received by the Principal
                  Agent or
                  the Trustee and notice of such receipt has been duly given to the
                  Bondholders and, notwithstanding the provisions of Condition 6(A)(i),
                  any
                  Bond in respect of which the Certificate and Conversion Notice
                  (as defined
                  below) are deposited for conversion prior to such date shall be
                  converted
                  on the relevant Conversion Date (as defined below) notwithstanding
                  that
                  the full amount of the moneys payable in respect of such Bond shall
                  have
                  been received by the Principal Agent or the Trustee before such
                  Conversion
                  Date or that the Conversion Period may have expired before such
                  Conversion
                  Date.

              


      

      


      
        	
                (v)

              	
                Meaning
                  of Shares:
                  As
                  used in these Conditions, the expression “Shares”
                  means shares of common stock of the Issuer or shares of any class
                  or
                  classes resulting from any subdivision, consolidation or re-classification
                  of those shares, which as between themselves have no preference
                  in respect
                  of dividends or of amounts payable in the event of any voluntary
                  or
                  involuntary liquidation or dissolution of the
                  Issuer.

              


      

      


      
        	
                B.

              	
                Conversion
                  Procedure

              


      

      


      
        	
                (i)

              	
                Conversion
                  Notice:
                  To exercise the Conversion Right attaching to any Bond, the holder
                  thereof
                  must complete, execute and deliver at his own expense during normal
                  business hours at the specified office of any Conversion Agent
                  a notice of
                  conversion (a “Conversion
                  Notice”)
                  in duplicate in the form (for the time being current) obtainable
                  from the
                  specified office of each Agent, together with the relevant Certificate
                  and
                  any amounts required to be paid by the Bondholder under Condition
                  6(B)(ii).

              


      

       

      The
        conversion date in respect of a Bond (the “Conversion
        Date”)
        must
        fall at a time when the Conversion Right attaching to that Bond is expressed
        in
        these Conditions to be exercisable (subject to the provisions of Condition
        6(A)(iv) above) and will be deemed to be the Stock Exchange Business Day
        (as
        defined below) immediately following the date of the surrender of the
        Certificate in respect of such Bond and delivery of such Conversion Notice
        and,
        if applicable, any payment or indemnity required to be made or given under
        these
        Conditions in connection with the exercise of such Conversion Right. A
        Conversion Notice once delivered shall be irrevocable and may not be withdrawn
        unless the Issuer consents in writing to such withdrawal. “Stock
        Exchange Business Day”
means
        any day (other than a Saturday or Sunday) on which AMEX or the Alternative
        Stock
        Exchange (as defined in Condition 6(C) below), as the case may be, is open
        for
        business of dealing in securities.

      


      
        
          
          

        

        
          Schedule
            1-5

          
            

          

        

        
          
          

        

      

      


      
        
          
            	(ii)	
                    Stamp
                      Duty etc.:
                      As conditions precedent to conversion, a Bondholder delivering
                      a
                      Certificate in respect of a Bond for conversion must pay any
                      taxes and
                      capital, stamp, issue and registration duties arising on conversion
                      (other
                      than any taxes or capital or stamp duties payable in the United
                      States,
                      the People’s Republic of China or England and, if relevant, in the place
                      of the Alternative Stock Exchange, by the Issuer in respect
                      of the
                      allotment and issue of Shares and listing of the Shares on
                      AMEX or the
                      Alternative Stock Exchange on conversion) (the “Taxes”)
                      and such Bondholder must also pay all, if any, taxes arising
                      by reference
                      to any disposal or deemed disposal of a Bond in connection
                      with such
                      conversion. The Issuer will pay all other expenses arising
                      on the issue of
                      Shares on conversion of Bonds. The Bondholder (and, if applicable,
                      the
                      person other than the Bondholder to whom the Shares are to
                      be issued) must
                      provide the Conversion Agent with details of the relevant tax
                      authorities
                      to which the Conversion Agent must pay monies received in settlement
                      of
                      Taxes payable pursuant to this Condition 6(B)(ii). The Conversion
                      Agent is
                      under no obligation to determine whether a Bondholder is liable
                      to pay any
                      Taxes including capital, stamp, issue, registration or similar
                      taxes and
                      duties or the amounts payable (if any) in connection with this
                      Condition
                      6(B)(ii).

                  


          

        

      

      


      
        
          
            	(iii)	
                    Registration:
                      As soon as practicable, and in any event not later than seven
                      (7) Trading
                      Days (as defined below) after the Conversion Date, the Issuer
                      will,
                      procure that the relevant number of Shares are allotted to
                      and registered
                      in the name of the nominee of a depositary common to Euroclear
                      and
                      Clearstream for credit to the securities account designated
                      for the
                      purpose in the Conversion Notice for so long as the Shares
                      are listed on
                      AMEX.

                  


          

        

      

      


      If
        the
        Conversion Date in relation to any Bond shall be on or after a date with
        effect
        from which an adjustment to the Conversion Price takes retroactive effect
        pursuant to any of the provisions referred to in Condition 6(C) and the Trust
        Deed, and the relevant Registration Date (as defined below) falls on a date
        when
        the relevant adjustment has not yet been reflected in the then current
        Conversion Price, the provisions of this sub-paragraph (iii) shall be applied,
        mutatis
        mutandis,
        to such
        number of Shares as is equal to the excess of the number of Shares which
        would
        have been required to be issued on conversion of such Bond if the relevant
        retroactive adjustment had been given effect as at the said Registration
        Date
        over the number of Shares previously issued (or which the Issuer was previously
        bound to issue) pursuant to such conversion.

      


      
        The
          person or persons specified for that purpose will become the holder on
          record of
          the number of Shares issuable upon conversion with effect from the date
          he is or
          they are registered as such in the Issuer’s register of members (the
“Registration
          Date”).
          The
          Shares issued upon conversion of the Bonds will in all respects rank
pari
          passu
          with the
          Shares in issue on the relevant Registration Date. Save as set out in these
          Conditions, a holder of Shares issued on conversion of Bonds shall not
          be
          entitled to any rights the record date for which precedes the relevant
          Registration Date. Upon delivery of the Shares in satisfaction of the Conversion
          Right of any Converting Bondholder and the completion of such registration
          in
          accordance with this Condition 6(B), the right of such Converting Bondholder
          to
          repayment of the principal amount of the Bonds so converted shall
          extinguish.

      

      


      If
        the
        record date for the payment of any dividend or other distribution in respect
        of
        the Shares is on or after the Conversion Date in respect of any Bond, but
        before
        the Registration Date (disregarding any retroactive adjustment of the Conversion
        Price referred to in this sub-paragraph (iii) prior to the time such retroactive
        adjustment shall have become effective), the Issuer will pay to the converting
        Bondholder or his designee an amount (the “Equivalent
        Amount”)
        equal
        to any such dividend or other distribution to which he would have been entitled
        had he on that record date been such a shareholder of record and will make
        the
        payment at the same time as it makes payment of the dividend or other
        distribution, or as soon as practicable thereafter, but, in any event, not
        later
        than seven (7) days thereafter. The Equivalent Amount shall be paid by means
        of
        a U.S. dollar cheque drawn on a bank in New York and sent to the address
        specified in the relevant Conversion Notice.

       

      
        
          
          

        

        
          Schedule
            1-6

          
            

          

        

        
          
          

        

      

       

      
        	C.	
                Adjustments
                  to Conversion Price

              


      

      


      The
        Conversion Price will be subject to adjustment in the following events as
        set
        out in the Trust Deed:

      


      
        	(1)	
                Consolidation,
                  Subdivision or Reclassification:
                  If
                  and whenever there shall be an alteration to the nominal value
                  of the
                  Shares as a result of consolidation, subdivision or reclassification,
                  the
                  Conversion Price shall be adjusted by multiplying the Conversion
                  Price in
                  force immediately before such alteration by the following
                  fraction:

              


      

      


      
        	
                
                  A

                

                
                  
B

              
	 	
                 

              
	
                Where:

              	 
	 	 
	
                A

              	
                is
                  the nominal amount of one (1) Share immediately after such alteration;
                  and

              
	 	 
	
                B

              	
                is
                  the nominal amount of one (1) Share immediately before such
                  alteration.

              


      

      


      Such
        adjustment shall become effective on the date the alteration takes
        effect.

      


      
        	(2)	
                Capitalisation
                  of Profits or Reserves: If
                  and whenever the Issuer shall issue any Shares credited as fully
                  paid to
                  the holders of Shares (the “Shareholders”)
                  by way of capitalisation of profits or reserves (including any
                  share
                  premium account) including, Shares paid up out of distributable
                  profits or
                  reserves and/or share premium account issued (except any Scrip
                  Dividend
                  (as defined below)) and which would not have constituted a Capital
                  Distribution (as defined below), the Conversion Price shall be
                  adjusted by
                  multiplying the Conversion Price in force immediately before such
                  issue by
                  the following fraction:

              


      

       

      
        
          	
                  
                    A

                  

                  
                    
B

                
	 	
                   

                
	
                  Where:

                	 
	 	 
	
                  A

                	
                  is
                    the aggregate nominal amount of the issued Shares immediately
                    before such
                    issue; and

                
	 	 
	
                  B

                	
                  is
                    the aggregate nominal amount of the issued Shares immediately
                    after such
                    issue.

                


        

      

       

      Such
        adjustment shall become effective on the date of issue of such Shares or
        if a
        record date is fixed therefor, immediately after such record date.

       

      
        
          
          

        

        
          Schedule
            1-7

          
            

          

        

        
          
          

        

      

       

      
        	
                (3)

              	
                Capital
                  Distributions: If
                  and whenever the Issuer shall pay or make any Capital Distribution
                  to the
                  Shareholders (except to the extent that the Conversion Price falls
                  to be
                  adjusted under Condition 6(C)(2) above), the Conversion Price shall
                  be
                  adjusted by multiplying the Conversion Price in force immediately
                  before
                  such Capital Distribution by the following
                  fraction:

              


      

       

      
        
          
            	
                    
                      A
                        –
                        B

                    

                    
                      
A

                  
	 	
                     

                  
	
                    Where:

                  	 
	 	 
	
                    A

                  	
                    is
                      the Current Market Price of one (1) Share on the last Trading
                      Day
                      preceding the date on which the Capital Distribution is publicly
                      announced; and

                  
	 	 
	
                    B

                  	
                    is
                      the Fair Market Value (as defined below) on the date of such
                      announcement
                      of the portion of the Capital Distribution attributable to
                      one (1)
                      Share.

                  


          

        

      

       

      Such
        adjustment shall become effective on the date that such Capital Distribution
        is
        actually made or if a record date is fixed therefor, immediately after such
        record date.

      


      When
        the
        Capital Distribution is by means of distribution of a cash dividend such
        cash
        dividend shall be regarded as a Capital Distribution and shall be fully taken
        into account in the determination of the Fair Market Value of the portion
        of the
        Capital Distribution attributable to one (1) Share. 

      


      
        	
                (4)

              	
                Rights
                  Issues of
                  Shares or Options over Shares: If
                  and whenever the Issuer shall issue Shares to all or substantially
                  all
                  Shareholders as a class by way of rights, or issue or grant to
                  all or
                  substantially all Shareholders as a class by way of rights, options,
                  warrants or other rights to subscribe for or purchase or otherwise
                  acquire
                  any Shares, in each case at less than the Current Market Price
                  per Share
                  on the last Trading Day preceding the date of the announcement
                  of the
                  terms of the issue or grant, the Conversion Price shall be adjusted
                  by
                  multiplying the Conversion Price in force immediately before such
                  issue or
                  grant by the following fraction:

              


      

      
        
           

          
            
              	
                      
                        A +
                          B

                      

                      
                        
A
                        +
                        C

                    
	 	
                       

                    
	
                      Where:

                    	 
	 	 
	
                      A

                    	
                      is
                        the number of Shares in issue immediately before such
                        announcement;

                    
	 	 
	
                      B

                    	
                      is
                        the number of Shares which the aggregate amount (if any)
                        payable for the
                        Shares issued by way of rights or for the options or warrants
                        or other
                        rights issued by way of rights and for the total number of
                        Shares
                        comprised therein would subscribe for, purchase or otherwise
                        acquire at
                        such Current Market Price per Share; and

                    
	 	 
	
                      C

                    	
                      is
                        the aggregate number of Shares issued or, as the case may
                        be, comprised in
                        the grant.

                    


            

             

          

        

      

      Such
        adjustment shall become effective on the date of issue of such Shares
        or
        issue or grant of such options, warrants or other rights (as the case may
        be).

       

      
        
          
          

        

        
          Schedule
            1-8

          
            

          

        

        
          
          

        

      

       

      
        	
                (5)

              	
                Rights
                  Issues of Other Securities: If
                  and whenever the Issuer shall issue any securities (other than
                  Shares or
                  options, warrants or other rights to subscribe for, purchase or
                  otherwise
                  acquire Shares) to all or substantially all Shareholders as a class
                  by way
                  of rights or grant to all or substantially all Shareholders as
                  a class by
                  way of rights, of options, warrants or other rights to subscribe
                  for,
                  purchase or otherwise acquire any securities (other than Shares
                  or
                  options, warrants or other rights to subscribe for, purchase or
                  otherwise
                  acquire Shares), the Conversion Price shall be adjusted by multiplying
                  the
                  Conversion Price in force immediately before such issue or grant
                  by the
                  following fraction:

              


      

      
        
          
             

            
              
                
                  	
                          
                            A
                              –
                              B

                          

                          
                            
A

                        
	 	
                           

                        
	
                          Where:

                        	 
	 	 
	
                          A

                        	
                          is
                            the Current Market Price of one (1) Share on the last
                            Trading Day
                            preceding the date on which such issue or grant is publicly
                            announced;
                            and

                        
	 	 
	
                          B

                        	
                          is
                            the Fair Market Value on the date of such announcement
                            of the portion of
                            the rights attributable to one (1)
                            Share.

                        


                

                 

                Such
                  adjustment shall become effective on the date of issue of the securities
                  or
                  grant of such rights, options or warrants (as the case may
                  be).

              

            

          

        

      

      


      
        
          
            	(6)	
                    Issues
                      at less than Conversion Price: If
                      and whenever the Issuer shall issue (otherwise than as mentioned
                      in
                      Condition 6(C)(4) above) any Shares (other than Shares issued
                      on the
                      exercise of Conversion Rights or on the exercise of any other
                      rights of
                      conversion into, or exchange or subscription for, Shares) or
                      shall issue
                      or grant (otherwise than as mentioned in Condition 6(C)(4)
                      above) options,
                      warrants or other rights to subscribe for, purchase or otherwise
                      acquire
                      Shares in each case at a price per Share which is less than
                      the Conversion
                      Price in effect at the time of such issue, then, in such event,
                      the
                      Conversion Price shall be reduced, concurrently with such issue
                      or grant,
                      to a price equal to the consideration per share for which such
                      Shares are
                      or will be issued. If such Shares are issued for no consideration,
                      then
                      the consideration per share shall be deemed to be the then
                      current par
                      value of each Share.

                  


          

        

      

      


      Determination
        of Consideration: For
        purpose of this Condition 6(C)(6), the consideration received by the Issuer
        for
        the issue of any such Shares shall be computed as follows:

      


      
        	 	
                (A)

              	
                in
                  so far as such consideration consists of cash, it shall be computed
                  at the
                  aggregate amount of cash received by the
                  Issuer;

              


      

      


      
        	 	
                (B)

              	
                in
                  so far as such consideration consists of property other than cash,
                  it
                  shall be computed at the fair value thereof at the time of such
                  issue, as
                  determined in good faith by the directors of the Issuer (the “Directors”);
                  provided, however, that no value shall be attributed to any services
                  performed by any employee, officer or director of the Company;
                  and

              


      

      


      
        	 	
                (C)

              	
                in
                  the event the Shares are issued together with other shares or securities
                  or other assets of the Issuer for consideration which covers both
                  the
                  proportion of such consideration so received with respect to such
                  Shares,
                  shall be computed as provided in Clauses (A) and (B) above, as
                  determined
                  in good faith by the Directors.

              


      

       

      
        
          
          

        

        
          Schedule
            1-9

          
            

          

        

        
          
          

        

      

       

      References
        to additional
        Shares in the above formula shall, in the case of an issue by the Issuer
        of
        options, warrants or other rights to subscribe or purchase Shares, mean such
        Shares to be issued assuming that such options, warrants or other rights
        are
        exercised in full at the initial exercise price on the date of issue of such
        options, warrants or other rights.

      


      Such
        adjustment shall become effective on the date of issue of such additional
        Shares
        or, as the case may be, the issue of such options, warrants or other
        rights.

      


      
        	
                (7)

              	
                Other
                  Issues at less than Conversion Price:
                  Save in the case of an issue of securities arising from a conversion
                  or
                  exchange of other securities in accordance with the terms applicable
                  to
                  such securities themselves falling within this Condition 6(C)(7),
                  if and
                  whenever the Issuer or any of its Subsidiaries (otherwise than
                  as
                  mentioned in Conditions 6(C)(4), 6(C)(5) or 6(C)(6)), or (at the
                  direction
                  or request of or pursuant to any arrangements with the Issuer or
                  any of
                  its Subsidiaries) any other company, person or entity shall issue
                  any
                  securities (other than the Bonds) which by their terms of issue
                  carry
                  rights of conversion into, or exchange or subscription for, Shares
                  to be
                  issued by the Issuer upon conversion, exchange or subscription
                  at a
                  consideration per Share which is less than the Conversion Price
                  in effect
                  at the time of issue of such securities, then, in such event, the
                  Conversion Price shall be reduced, concurrently with such issue,
                  to a
                  price equal to the consideration per share receivable by the Issuer
                  for
                  the Shares to be issued on conversion or exchange or on exercise
                  of the
                  right of subscription determined by reference to the maximum number
                  of
                  Shares to be issued on conversion, exchange or subscription at
                  the minimum
                  conversion, exchange or subscription price. If such Shares are
                  issued for
                  no consideration, then the consideration per share shall be deemed
                  to be
                  the then current par value of each
                  Share.

              


      

      


      Determination
        of Consideration: For
        purpose of this Condition 6(C)(7), the consideration receivable by the Issuer
        for the issue of any such Shares shall be computed as follows:

      


      
        	 	
                (A)

              	
                in
                  so far as such consideration consists of cash, it shall be computed
                  at the
                  aggregate amount of cash received by the
                  Issuer;

              


      

      


      
        	 	
                (B)

              	
                in
                  so far as such consideration consists of property other than cash,
                  it
                  shall be computed at the fair value thereof at the time of such
                  issue, as
                  determined in good faith by the Directors; provided, however, that
                  no
                  value shall be attributed to any services performed by any employee,
                  officer or director of the Company;
                  and

              


      

      


      
        	 	
                (C)

              	
                in
                  the event the Shares are issued together with other shares or securities
                  or other assets of the Issuer for consideration which
                  covers both the proportion of such consideration so received with
                  respect
                  to such Shares, shall be computed as provided in Clauses (A) and
                  (B)
                  above, as determined in good faith by the
                  Directors.

              


      

       

      
        
          
          

        

        
          Schedule
            1-10

          
            

          

        

        
          
          

        

      

       

      Such
        adjustment shall become effective on the date of issue of such
        securities

      


      
        	
                (8)

              	
                Modification
                  of Rights of Conversion etc.:
                  If
                  and whenever there shall be any modification of the rights of conversion,
                  exchange or subscription attaching to any such securities as are
                  mentioned
                  in Condition 6(C)(7) (other than in accordance with the terms of
                  such
                  securities) so that the consideration per Share (for the number
                  of Shares
                  available on conversion, exchange or subscription following the
                  modification) is reduced and is less than the Conversion Price
                  in effect
                  at the time of such modification, the Conversion Price shall be
                  reduced,
                  concurrently with such modification, to a price equal to the modified
                  consideration per share receivable by the Issuer for the Shares
                  to be
                  issued on conversion or exchange or on exercise of the right of
                  subscription determined by reference to the maximum number of Shares
                  to be
                  issued on conversion, exchange or subscription at the minimum conversion,
                  exchange or subscription price. If such Shares are issued for no
                  consideration, then the consideration per share shall be deemed
                  to be the
                  then current par value of each
                  Share.

              


      

      
        
           

        

      

      Determination
        of Consideration: For
        purpose of this Condition 6(C)(8), the consideration receivable by the Issuer
        for the issue of any such Shares shall be computed as follows:

      


      
        	 	
                (A)

              	
                in
                  so far as such consideration consists of cash, it shall be computed
                  at the
                  aggregate amount of cash received by the
                  Issuer;

              


      

      


      
        	 	
                (B)

              	
                in
                  so far as such consideration consists of property other than cash,
                  it
                  shall be computed at the fair value thereof at the time of such
                  issue, as
                  determined in good faith by the Directors; provided, however, that
                  no
                  value shall be attributed to any services performed by any employee,
                  officer or director of the Company;
                  and

              


      

      


      
        	 	
                (C)

              	
                in
                  the event the Shares are issued together with other shares or securities
                  or other assets of the Issuer for consideration which covers both
                  the
                  proportion of such consideration so received with respect to such
                  Shares,
                  shall be computed as provided in Clauses (A) and (B) above, as
                  determined
                  in good faith by the Directors.

              


      

      


      Such
        adjustment shall become effective on the date of modification of the rights
        of
        conversion, exchange or subscription attaching to such securities.

      


      
        	
                (9)

              	
                Other
                  Offers to Shareholders:
                  If
                  and whenever the Issuer or any of its Subsidiaries or (at the direction
                  or
                  request of or pursuant to any arrangements with the Issuer or any
                  of its
                  Subsidiaries) any other company, person or entity issues, sells
                  or
                  distributes any securities in connection with which an offer to
                  which the
                  Shareholders generally are entitled to participate in arrangements
                  whereby
                  such securities may be acquired by them (except where the Conversion
                  Price
                  falls to be adjusted under Condition 6(C)(4), Condition 6(C)(5),
                  Condition
                  6(C)(6) or Condition 6(C)(7)), the Conversion Price shall be adjusted
                  by
                  multiplying the Conversion Price in force immediately before such
                  issue by
                  the following fraction:

              


      

       

      
        
          
            
              
                	
                        
                          A
                            –
                            B

                        

                        
                          
A

                      
	 	
                         

                      
	
                        Where:

                      	 
	 	 
	
                        A

                      	
                        is
                          the Current Market Price of one (1) Share on the last Trading
                          Day
                          preceding the date on which such issue is publicly announced;
                          and

                      
	 	 
	
                        B

                      	
                        is
                          the Fair Market Value on the date of such announcement
                          of the portion of
                          the rights attributable to one (1)
                          Share.

                      


              

               

            

          

        

      

      Such
        adjustment shall become effective on the date of issue of the
        securities.

       

      
        
          
          

        

        
          Schedule
            1-11

          
            

          

        

        
          
          

        

      

      


      
        	
                (10)

              	
                Other
                  Events: If the Issuer determines that a downward adjustment should
                  be made
                  to the Conversion Price as a result of one (1) or more events or
                  circumstances not referred to in this Condition 6, the Issuer shall,
                  at
                  its own expense, consult an independent investment bank of international
                  repute (acting as expert), selected by the Issuer and approved
                  in writing
                  by the Trustee (such approval not to be unreasonably withheld or
                  delayed),
                  to determine as soon as practicable what adjustment (if any) to
                  the
                  Conversion Price is fair and reasonable to take account thereof,
                  if the
                  adjustment would result in a reduction in the Conversion Price,
                  and the
                  date on which such adjustment should take effect and upon such
                  determination by the independent investment bank such adjustment
                  (if any)
                  shall be made and shall take effect in accordance with such determination,
                  provided that where the events or circumstances giving rise to
                  any
                  adjustment pursuant to this Condition 6 have already resulted or
                  will
                  result in an adjustment to the Conversion Price or where the events
                  or
                  circumstances giving rise to any adjustment arise by virtue of
                  events or
                  circumstances which have already given rise or will give rise to
                  an
                  adjustment to the Conversion Price, such modification (if any)
                  shall be
                  made to the operation of the provisions of this Condition 6 as
                  may be
                  advised by the independent investment bank to be in their opinion
                  appropriate to give the intended
                  result.

              


      

      


      For
        the
        purposes of these Conditions:

      


      Alternative
        Stock Exchange
        means at
        any time, in the case of the Shares, if they are not at that time listed
        and
        traded on AMEX, the principal stock exchange or securities market on which
        the
        Shares are then listed or quoted or dealt in.

      


      Alternative
        Major Stock Exchange
        means
        The New York Stock Exchange or NASDAQ.

      


      Average
        Closing Price
        is the
        arithmetic average of the Closing Price per Share for each Trading Day during
        the Relevant Period. 

      


      Capital
        Distribution
        means
        any dividend or distribution of cash or assets in specie or other property,
        and
        whenever paid or made and however described (and for these purposes a
        distribution of assets in specie includes without limitation an issue of
        shares
        or other securities credited as fully or partly paid (other than Shares credited
        as fully paid to the extent any adjustment to the Conversion Price is made
        in
        respect thereof under Condition 6(C)(2)) by way of capitalisation of
        reserves).

      


      Closing
        Price
        for the
        Shares for any Trading Day shall be the price quoted by AMEX or, as the case
        may
        be, the equivalent quotation sheet of an Alternative Stock Exchange for such
        day. 

       

      
        
          
          

        

        
          Schedule
            1-12

          
            

          

        

        
          
          

        

      

      
 

      Current
        Market Price
        means,
        in respect of a Share on a particular date, the average of the Closing Prices
        for one (1) Share (being a Share carrying full entitlement to dividend) for
        the
        five (5) consecutive Trading Days ending on the Trading Day immediately
        preceding such date, provided that if at any time during the said five (5)
        Trading Day period the Shares shall have been quoted ex-dividend and during
        some
        other part of that period the Shares shall have been quoted cum-dividend
        then:

       

      
        	
                (i)

              	
                if
                  the Shares
                  to be issued in such circumstances do not rank for the dividend
                  in
                  question, the quotations on the dates on which the Shares shall
                  have been
                  quoted cum-dividend shall for the purpose of this definition be
                  deemed to
                  be the amount thereof reduced by an amount equal to the amount
                  of that
                  dividend per Share; or

              


      

      


      
        	(ii)	
                if
                  the Shares to be issued in such circumstances rank for the dividend
                  in
                  question, the quotations on the dates on which the Shares shall
                  have been
                  quoted ex-dividend shall for the purpose of this definition be
                  deemed to
                  be the amount thereof increased by such similar
                  amount;

              


      

      


      and
        provided further that if the Shares on each of the said five (5) Trading
        Days
        have been quoted cum-dividend in respect of a dividend which has been declared
        or announced but the Shares to be issued do not rank for that dividend, the
        quotations on each of such dates shall for the purpose of this definition
        be
        deemed to be the amount thereof reduced by an amount equal to the amount
        of that
        dividend per Share. 

       

      Dividend
        means
        any dividend or distribution, whether of cash, assets or other property,
        and
        whenever paid or made and however described (and for these purposes a
        distribution of assets includes, without limitation, an issue of Shares or
        other
        securities credited as fully or partly paid up) provided that:

       

      
        	
                (i)

              	
                where
                  a cash Dividend is announced which is to be, or may at the election
                  of a
                  holder or holders of Shares be, satisfied by the issue or delivery
                  of
                  Shares or other property or assets, then, the Dividend in question
                  shall
                  be treated as a Dividend of (a) the cash Dividend so announced,
                  or (b) the
                  Current Market Price on the date of announcement of such Dividend,
                  of such
                  Shares or the Fair Market Value of other property or assets to
                  be issued
                  or delivered in satisfaction of such Dividend (or which would be
                  issued if
                  all holders of Shares elected therefor, regardless of whether any
                  such
                  election is made) if the Current Market Price of such Shares or
                  the Fair
                  Market Value of other property or assets is greater than the cash
                  Dividend
                  so announced; and

              


      

       

      
        	(ii)	
                any
                  issue of Shares falling within Condition 6(C)(2) shall be
                  disregarded.

              


      

       

      Fair
        Market Value
        means,
        with respect to any assets, security, option, warrants or other right on
        any
        date, the fair market value of that asset, security, option, warrant or other
        right as determined by an independent investment bank of international repute
        (acting as expert) selected by the Issuer and
        approved in writing by the Trustee, provided that (i) the fair market value
        of a
        cash dividend paid or to be paid per Share shall be the amount of such cash
        dividend per Share determined as at the date of announcement of such dividend;
        (ii) where options, warrants or other rights are publicly traded in a market
        of
        adequate liquidity (as determined by such investment banks) the fair market
        value of such options, warrants or other rights shall equal the arithmetic
        mean
        of the daily closing prices of such options, warrants or other rights during
        the
        period of five (5) Trading Days on the relevant market commencing on the
        first
        such Trading Day such options, warrants or other rights are publicly traded.
        

      


      Relevant
        Cash Dividend
        means
        any cash dividend specifically declared by the Issuer.

      


      Scrip
        Dividend means
        any
        Shares issued in lieu of the whole or any part of any Relevant Cash Dividend,
        being a dividend which the Shareholders concerned would or could otherwise
        have
        received and which would not have constituted a Capital Distribution
        (and for the avoidance of doubt to the extent that no adjustment is to be
        made
        under Condition 6(C)(3) in respect of the amount by which the Current Market
        Price of the Shares exceeds the Relevant Cash Dividend or part
        thereof).

       

      
        
          
          

        

        
          Schedule
            1-13

          
            

          

        

        
          
          

        

      

       

      Total
        Current Dividend
        means
        any and all cash dividends or other distributions charged or provided for
        in the
        accounts of the Issuer, prior to the deduction of any withholding tax and
        any
        corporate tax attributable to that dividend, in the period starting from
        the
        beginning of the fiscal year in which the record date set for the dividend
        that
        may result in an adjustment falls and ending on and including that record
        date
        (including the dividend that may result in an adjustment), other than any
        dividend or portion thereof which previously resulted in an adjustment under
        this Condition 6(C).

      


      Trading
        Day
        means a
        day when AMEX or, as the case may be an Alternative Stock Exchange, is open
        for
        business of dealing in securities, provided that if no Closing Price is reported
        for one (1) or more consecutive dealing days such day or days will be
        disregarded in any relevant calculation and shall be deemed not have existed
        when ascertaining any period of dealing days.

      


      No
        adjustment will be made to the Conversion Price (i) when Shares or other
        securities (including rights or options) are issued, offered or granted to
        employees (including directors) of the Issuer or any of its Subsidiaries
        pursuant to any Employee Share Scheme (as defined in the Trust Deed) (and
        which
        Employee Share Scheme (a) is in compliance with the listing rules of AMEX
        or, if
        applicable, the listing rules of an Alternative Stock Exchange; and (b) does
        not
        amount to, relate to, or entitle such persons to receive, Shares in excess
        of
        ten percent (10%) of the average number of issued and outstanding Shares
        during
        any twelve (12) months); or (ii) as a result of the issuance on the date
        hereof
        of the warrants to purchase 600,000 Shares (the “Warrants”)
        issued
        to ABN AMRO Bank, N.V. (“ABN
        AMRO”)
        or any
        exercise of such Warrants.

      


      On
        any
        adjustment, the relevant Conversion Price, if not an integral multiple of
        one
        (1) United States cent, shall be rounded down to the nearest United State
        cent.
        No adjustment shall be made to the Conversion Price where such adjustment
        (rounded down if applicable) would be less than one percent (1%) of the
        Conversion Price then in effect. Any adjustment not required to be made,
        and any
        amount by which the Conversion Price has not been rounded down, shall be
        carried
        forward and taken into account in any subsequent adjustment. Notice of any
        adjustment shall be given to Bondholders in accordance with Condition 18
        as soon
        as practicable after the determination thereof.

      


      Notwithstanding
        anything herein, the Conversion Price shall only be adjusted pursuant to
        Conditions 6(C)(6), 6(C)(7), 6(C)(8), 6(C)(9) and 6(C)(10) to an amount not
        less
        than US$0.25 per Share (as adjusted for stock splits, stock dividends,
        spin-offs, rights offerings, recapitalizations and similar events).

      


      Where
        more than one (1)
        event
        which gives or may give rise to an adjustment to the Conversion Price occurs
        within such a short period of time that in the opinion of an independent
        investment bank of international repute (acting as expert), selected by the
        Issuer and
        approved in writing by the Trustee (such approval not to be unreasonably
        withheld or delayed), the foregoing provisions would need to be operated
        subject
        to some modification in order to give the intended result, such modification
        shall be made to the operation of the foregoing provisions as may be advised
        by
        such independent investment bank to be in their opinion appropriate in order
        to
        give such intended result. No adjustment involving an increase in the Conversion
        Price will be made, except in the case of a consolidation of the Shares as
        referred to in Condition 6(C)(1) above or a Conversion Price reset as referred
        to in Condition 6(D) below. 

      


      The
        Trustee shall not be under any duty to (i) monitor whether any event or
        circumstance has happened or exists which may require an adjustment to be
        made
        to the Conversion Price or (ii) itself calculate any adjustment to the
        Conversion Price and will not be responsible to Bondholders for any loss
        arising
        from any failure by it to do so. Any adjustments to the Conversion Price
        shall
        be calculated or caused to be calculated by the Issuer and the Issuer will
        promptly send to the Trustee a certificate setting out the Conversion Price
        prior to adjustment and the particulars relating to adjustment of the Conversion
        Price. The Trustee shall be entitled to rely on such certificate and will
        have
        no duty to confirm or investigate the accuracy thereof.

       

      
        
          
          

        

        
          Schedule
            1-14

          
            

          

        

        
          
          

        

      

       

      If
        any
        doubt arises as to an adjustment of the Conversion Price pursuant to Condition
        6(C), the Trustee may, at the cost and expense of the Issuer, consult with
        any
        reputable investment bank in the United States and may act on the opinion
        or
        advice of or any certificate or information obtained from any such investment
        bank, and such determination, opinion, advice, certification or action (or
        absence thereof) shall be conclusive and binding upon the Issuer and the
        Bondholders.

      


      
        	D.	
                Conversion
                  Price Reset

              


      

      


      If
        the
        average
        of
        the Closing Prices (the “Average
        Closing Price”)
        for
        the period of twenty (20) consecutive Trading Days immediately prior to any
        of
        November 13, 2009 and September 29, 2012 (each a “Reset
        Date”)
        is
        lower than the Conversion Price on the relevant Reset Date, the Conversion
        Price
        will be adjusted so that such Average Closing Price shall be the Conversion
        Price in effect from, and including, the relevant Reset Date. The Issuer
        shall
        notify the Bondholders, Trustee and the Paying Agent of such adjustment within
        ten (10) business days after the relevant Reset Date, in accordance with
        Condition 18. Such adjusted Conversion Price shall be rounded upwards, if
        necessary, to the nearest one-tenth (1/10) of a United States cent.


      


      Provided
        that:

      


      
        	(i)	
                any
                  such adjustment to the Conversion Price pursuant to this Condition
                  6(D)
                  shall be limited so that the Conversion Price adjusted in accordance
                  with
                  this Condition 6(D) shall not be less than seventy percent (70%)
                  of the
                  initial Conversion Price (taking account of any adjustments required
                  under
                  Condition 6(C) above which may have occurred prior to the relevant
                  Reset
                  Date) or higher than the Conversion Price in effect immediately
                  prior to
                  the Reset Date;

              


      

      


      
        	(ii)	
                subject
                  to (i) above the provisions of Condition 6(C) shall apply,
                  mutatis mutandis,
                  to this Condition 6(D) to ensure that appropriate adjustments shall
                  be
                  made to any Closing Price to reflect any adjustments made to the
                  Conversion Price in accordance with Condition 6(C);
                  

              


      

      


      
        	(iii)	
                for
                  the avoidance of doubt, any adjustments to the Conversion Price
                  made
                  pursuant to this Condition 6(D) shall only be downward adjustments;
                  and
                  

              


      

      


      
        	(iv)	
                notwithstanding
                  anything herein, the Conversion Price shall only be adjusted pursuant
                  to this Condition 6(D) to an amount not less than US$0.25 per Share
                  (as
                  adjusted for stock splits, stock dividends, spin-offs, rights offerings,
                  recapitalizations and similar
                  events).

              


      

      


      
        	
                E.

              	
                Undertakings

              


      

      


      The
        Issuer has
        undertaken in the Trust Deed, inter
        alia,
        that so
        long as any Bond remains outstanding, save with the approval of an Extraordinary
        Resolution (as defined in the Trust Deed):

      


      
        	
                (i)

              	
                it
                  will obtain
                  on or before the first anniversary of the Listing Date, and thereafter
                  maintain, a listing on AMEX or an Alternative Major Stock Exchange
                  for all
                  the issued Shares and for all the Shares issued on the exercise
                  of the
                  Conversion Rights attaching to the Bonds;
                  and

              


      

      


      
        	
                (ii)

              	
                it
                  will pay the expenses of the issue of, and all expenses of obtaining
                  and
                  maintaining such listing for, the Shares arising on conversion
                  of the
                  Bonds.

              


      

       

      
        
          
          

        

        
          Schedule
            1-15

          
            

          

        

        
          
          

        

      

       

      The
        Issuer has also given certain other undertakings in the Trust Deed for the
        protection of the Conversion Rights.

      


      
        	
                F.

              	
                Notice
                  of Change in Conversion
                  Price

              


      

      


      The
        Issuer shall give notice to the Bondholders in accordance with Condition
        18
        of any
        change in the Conversion Price. Any such notice relating to a change in the
        Conversion Price shall set forth the event giving rise to the adjustment,
        the
        Conversion Price prior to such adjustment, the adjusted Conversion Price
        and the
        effective date of such adjustment.

      


      
        	7.	
                Interest

              


      

      


      The
        Bonds
        bear interest from November 13, 2007 at the rate of (i) six percent (6%)
        per
        annum for the first year after the Closing Date and (ii) three percent (3%)
        per
        annum thereafter, of the principal amount of the Bonds. Interest is payable
        semi-annually in arrears on May 13 and November 13 of each year (each an
        “Interest
        Payment Date”)
        commencing May 13, 2008. Each Bond will cease to bear interest (a) (subject
        to
        Condition 6(A)(v)) from and including the Interest Payment Date last preceding
        its Conversion Date (as defined below) (or if such Conversion Date falls
        on or
        before the first Interest Payment Date, the Issue Date) subject to conversion
        of
        the relevant Bond in accordance with the provisions of Condition 6(B), or
        (b)
        from the due date for redemption thereof unless, upon surrender in accordance
        with Condition 9, payment of the full amount due is improperly withheld or
        refused or default is otherwise made in respect of any such payment. In such
        event, interest will continue to accrue at the rate aforesaid (after as well
        as
        before any judgment) up to but excluding the date on which all sums due in
        respect of any Bond are received by or on behalf of the relevant holder.
        If
        interest is required to be calculated for a period of less than one (1) year,
        it
        will be calculated on the basis of a 360-day year of twelve 30-day months.
        Interest payable under this Condition 7 will be paid in accordance with the
        Condition 8(A).

      


      
        	8.	
                Payments

              


      

      


      
        	
                A.

              	
                Principal,
                  premium and interest

              


      

      


      Payment
        of principal
        and
        premium will be made by transfer to the registered account of the Bondholder
        or
        by United States dollar cheque drawn on a bank in New York mailed to the
        registered address of the Bondholder in accordance with Condition 18 if it
        does
        not have a registered account. Payment of principal will only be made after
        surrender of the relevant Certificate at the specified office of any of the
        Agents.

       

      Interest
        on Bonds due on an Interest Payment Date will be paid on the due date for
        the
        payment of interest to the holder shown on the Register at the close of business
        on the fifteenth day before the due date for the payment of interest (the
        “Interest
        Record Date”).
        Payments of interest on each Bond will be made by transfer to the registered
        account of the Bondholder or by United States dollar cheque drawn on a bank
        in
        New York mailed to the registered address of the Bondholder if it does not
        have
        a registered account.

       

      References
        in these Conditions, the Trust Deed and the Agency Agreement to principal
        in
        respect of any Bond shall, where the context so permits, be deemed to include
        a
        reference to any premium payable thereon.

      


      
        	
                B.

              	
                Registered
                  Accounts

              


      

      


      For
        the
        purposes of this Condition, a Bondholder’s
        registered account means the U.S. dollar account maintained by or on behalf
        of
        it with a bank in New York, details of which appear on the Register at the
        close
        of business on the second business day (as defined below) before the due
        date
        for payment, and a Bondholder’s registered address means its address appearing
        on the Register at that time. 

       

      
        
          
          

        

        
          Schedule
            1-16

          
            

          

        

        
          
          

        

      

       

      
        	
                C.

              	
                Fiscal
                  Laws

              


      

      


      All
        payments are subject in all cases to any applicable laws and regulations
        in the
        place of payment, but without prejudice to the provisions of Condition
10.
        No
        commissions or expenses shall be charged to the Bondholders in respect of
        such
        payments.

      


      
        	
                D.

              	
                Payment
                  Initiation

              


      

      


      Where
        payment is to be made by transfer to a registered account, payment instructions
        (for value on the due date or, if that it not a business day (as defined
        below),
        for value on the first following day which is a business day) will be initiated
        and, where payment is to be made by cheque, the cheque will be mailed (at
        the
        risk and, if mailed at the request of the holder otherwise than by ordinary
        mail, expense of the holder) on the due date for payment (or, if it is not
        a
        business day, the immediately following business day) or, in the case of
        a
        payment of principal
        or
        premium (if any), if later, on the business day on which the relevant
        Certificate is surrendered at the specified office of an Agent.

      


      
        	
                E.

              	
                Default
                  Interest and Delay In
                  Payment

              


      

      


      If
        the
        Issuer fails to pay any sum in respect of the Bonds when the same becomes
        due
        and payable under these Conditions, interest shall accrue on the Bonds
        and
        any overdue sum at the rate of fifteen percent (15%) per annum from the due
        date. Such default interest shall accrue on the basis of the actual number
        of
        days elapsed and a 360-day year.

      


      Bondholders
        will not be entitled to any interest or other payment for any delay after
        the
        due date in receiving the amount due if the due date is not a business day,
        if
        the Bondholder is late in surrendering its Certificate (if required to do
        so) or
        if a cheque mailed in accordance with this Condition arrives after the due
        date
        for payment.

      


      
        	
                F.

              	
                Business
                  Day

              


      

      


      In
        this
        Condition, “business
        day”
means
        a
        day other than a Saturday or Sunday on which commercial banks are open for
        business in New York, London and, in the case of the surrender of a Certificate,
        in the place where the Certificate is surrendered. 

      


      
        	
                G.

              	
                Annotation
                  of Register

              


      

      


      If
        an
        amount which is due on the Bonds is not paid in full, the Registrar will
        annotate the Register with a record of the amount (if any) in fact
        paid.

      


      
        	
                H.

              	
                Rounding

              


      

      


      When
        making payments to Bondholders, fractions of one
        (1)
        United States cent will be rounded down to nearest United States
        cent.

      


      
        	9.	
                Redemption,
                  Purchase and Cancellation

              


      

      


      
        	
                A.

              	
                Maturity

              


      

      


      Unless
        previously redeemed, converted or purchased and cancelled as provided herein,
        the Issuer will redeem each Bond at 150.87%
        of its principal amount on November 13, 2012 (the “Maturity
        Date”).
        The
        Issuer may not redeem the Bonds at its option prior to that date except as
        provided in Condition 9(B) or Condition 9(C) below (but without prejudice
        to
        Condition 10).

       

      
        
          
          

        

        
          Schedule
            1-17

          
            

          

        

        
          
          

        

      

       

      
        	
                B.

              	
                Redemption
                  at the Option of the
                  Issuer

              


      

      


      At
        any
        time prior to the Maturity Date, the Issuer may, having given not less than
        thirty
        (30) nor more than sixty (60) days’ notice to the Bondholders, the Trustee and
        the Principal Agent (which notice will be irrevocable), redeem all and not
        some
        only of the Bonds at a redemption price equal to the Early Redemption Amount
        on
        the redemption date if more than ninety percent (90%) in principal amount
        of the
        Bonds has already been converted, redeemed or purchased and cancelled.


      


      The
        Early
        Redemption Amount
        of a
        Bond, for each US$1,000 principal amount of the Bonds, is determined so that
        it
        represents for the Bondholder a gross yield of twelve percent (12%) per annum,
        calculated on a semi-annual basis. The applicable Early Redemption Amount
        for
        each US$1,000 principal amount of Bonds is calculated in accordance with
        the
        following formula, rounded (if necessary) to two (2) decimal places with
        0.005
        being rounded upwards (provided that if the date fixed for redemption is
        the
        Semi-Annual Date (as set out below), such Early Redemption Amount shall be
        as
        set out in the table below in respect of such Semi-Annual Date): 

      


      Early
        Redemption Amount = Previous Redemption Amount x (1 + r/2)d/p 

      


      Previous
        Redemption Amount = the Early Redemption Amount for each US$1,000 principal
        amount of the Bonds on the Semi-Annual Date immediately preceding the date
        fixed
        for redemption as set out below:

      


      
        	
                Semi-Annual
                  Date

              	
                Early
                  Redemption 

                Amount
                  (US$) 

              
	 	 
	
                May
                  13,
                  2008

              	
                1,030.00

              
	 	 
	
                November
                  13,
                  2008

              	
                1,060.90

              
	 	 
	
                May
                  13,
                  2009

              	
                1,108.64

              
	 	 
	
                November
                  13,
                  2009

              	
                1,158.53

              
	 	 
	
                May
                  13,
                  2010

              	
                1,210.66

              
	 	 
	
                November
                  13,
                  2010

              	
                1,265.14

              
	 	 
	
                May
                  13,
                  2011

              	
                1,322.07

              
	 	 
	
                November
                  13,
                  2011

              	
                1,381.57

              
	 	 
	
                May
                  13,
                  2012

              	
                1,443.74

              
	 	 
	
                November
                  13,
                  2012

              	
                1,508.71

              


      

      


      
        	r
                =	
                12%
                  expressed as a fraction.

              


      

      


      
        	d
                =	
                number
                  of days from and including the immediately preceding Semi-Annual
                  Date (or
                  if the Bonds are to be redeemed on or before May 13, 2008 from
                  and
                  including November 13, 2007) to, but excluding, the date fixed
                  for
                  redemption, calculated on the basis of a 360-day year consisting
                  of twelve
                  (12) months of thirty (30) days each and, in the case of an incomplete
                  month, the number of days elapsed. 

              


      

      


      
        	p
                =	
                180

              


      

       

      
        
          
          

        

        
          Schedule
            1-18

          
            

          

        

        
          
          

        

      

       

      
        	
                C.

              	
                Redemption
                  for Taxation Reasons

              


      

      


      
        	
                (i)

              	
                At
                  any time the Issuer may, having given not less than thirty
                  (30) nor more than sixty (60) days’ notice (a “Tax
                  Redemption Notice”)
                  to the Bondholders in accordance with Condition 18 (which notice
                  shall be
                  irrevocable) redeem all, but not some only, of the Bonds at a redemption
                  price equal to the Early Redemption Amount on the redemption date
                  (the
                  “Tax
                  Redemption Date”)
                  if (i) the Issuer satisfies the Trustee immediately prior to the
                  giving of
                  such Tax Redemption Notice that the Issuer has or will become obliged
                  to
                  pay additional amounts as referred to in Condition 10 as a result
                  of any
                  change in, or amendment to, the laws or regulations of the United
                  States
                  or, as the case may be, the People’s Republic of China (the “PRC”),
                  England or any political subdivision or any authority thereof or
                  therein
                  having power to tax, or any change in the general application or
                  official
                  interpretation of such laws or regulations, which change or amendment
                  becomes effective on or after November 13, 2007 and (ii) such obligation
                  cannot be avoided by the Issuer taking reasonable measures available
                  to
                  it, provided that no Tax Redemption Notice shall be given earlier
                  than
                  ninety (90) days prior to the earliest date on which the Issuer
                  would be
                  obliged to pay such additional amounts were a payment in respect
                  of the
                  Bonds then due. Prior to the publication of any Tax Redemption
                  Notice
                  pursuant to this paragraph, the Issuer shall deliver to the Trustee
                  (a) a
                  certificate signed by two (2) directors of the Issuer stating that
                  the
                  obligation referred to in (i) above cannot be avoided by the Issuer
                  taking
                  reasonable measures available to it and (b) an opinion of independent
                  legal or tax advisors of recognised standing to the effect that
                  such
                  change or amendment has occurred (irrespective of whether such
                  amendment
                  or change is then effective) and the Trustee shall be entitled
                  to accept
                  such certificate and opinion as sufficient evidence thereof in
                  which event
                  it shall be conclusive and binding on the
                  Bondholders.

              


      

      


      
        	
                (ii)

              	
                If
                  the Issuer gives a Tax Redemption Notice pursuant to Condition
                  9(C)(i),
                  each Bondholder will have the right to elect that his Bond(s) shall
                  not be
                  redeemed and that the provisions of Condition 10 shall not apply
                  in
                  respect of any payment of principal, premium (if any) or interest
                  to be
                  made in respect of such Bond(s) which falls due after the relevant
                  Tax
                  Redemption Date whereupon no additional amounts shall be payable
                  in
                  respect thereof pursuant to Condition 10 and payment of all amounts
                  shall
                  be made subject to the deduction or withholding of any tax required
                  to be
                  deducted or withheld (provided that such election shall only be
                  in respect
                  of the deduction or withholding then required to be made and the
                  Issuer
                  shall comply with the provisions of Condition 10 in respect of
                  any further
                  deductions or withholding). To exercise a right pursuant to this
                  Condition
                  9(C), the holder of the relevant Bond must complete, sign and deposit
                  at
                  the specified office of any Paying Agent a duly completed and signed
                  notice of exercise, in the form for the time being current, obtainable
                  from the specified office of any Paying Agent together with the
                  Certificate evidencing the Bonds on or before the day falling ten
                  (10)
                  days prior to the Tax Redemption
                  Date.

              


      

      


      
        	
                D.

              	
                Redemption
                  for Delisting or Change of
                  Control

              


      

      


      Following
        the occurrence of a Relevant Event (as defined below), the holder of each
        Bond
        will have the right at such holder’s
        option, to require the Issuer to redeem all or some only of that holder’s Bonds
        on the Relevant Event Redemption Date (as defined below) at their Early
        Redemption Amount. To exercise such right, the holder of the relevant Bond
        must
        complete, sign and deposit, at his own expense, at the specified office of
        any
        Paying Agent a duly completed and signed notice of redemption, in the form
        for
        the time being current, obtainable from the specified office of any Paying
        Agent
        (the “Relevant
        Event Redemption Notice”)
        together with the Certificate evidencing the Bonds to be redeemed by not
        later
        than sixty (60) days following a Relevant Event, or, if later, sixty (60)
        days
        following the date upon which notice thereof is given to Bondholders by the
        Issuer in accordance with Condition 18. The “Relevant
        Event Redemption Date”
shall
        be the fourteenth day after the expiry of such period of sixty (60) days
        as
        referred to above.

       

      
        
          
          

        

        
          Schedule
            1-19

          
            

          

        

        
          
          

        

      

       

      A
        Relevant Event Redemption Notice, once delivered, shall be irrevocable (and
        may
        not be withdrawn unless the Issuer consents to such withdrawal) and the Issuer
        shall redeem the Bonds the subject of Relevant Event Redemption Notices
        delivered as aforesaid on the Relevant Event Redemption Date.

      


      The
        Trustee shall not be required to take any steps to ascertain whether a Relevant
        Event or any event which could lead to the occurrence of a Relevant Event
        has
        occurred.

      


      The
        Issuer shall give notice to Bondholders in accordance with Condition 18 by
        not
        later than fourteen (14) days following the first day on which it becomes
        aware
        of the occurrence of a Relevant Event, which notice shall specify the procedure
        for exercise by holders of their rights to require redemption of the Bonds
        pursuant to this Condition 9(D) and shall give brief details of the Relevant
        Event.

      


      A
        Relevant
        Event occurs:

      


      
        	
                (i)

              	
                when
                  the Shares
                  cease to be listed or admitted to trading, or for twenty (20) or
                  more
                  Trading Days occurring consecutively, trading in respect of the
                  Shares is
                  suspended, temporarily or otherwise, on AMEX (and if applicable,
                  the
                  Alternative Major Stock Exchange);
                  or

              


      

      


      
        	
                (ii)

              	
                when
                  there is a Change of Control. 

              


      

      


      For
        the
        purposes of this Condition 9(D):

      


      Control
        means
        the acquisition or control of more than fifty percent (50%) of the voting
        rights
        of the issued share capital of the Issuer or the right to appoint and/or
        remove
        all or the majority of the members of the Issuer’s board of directors or other
        governing body, whether obtained directly or indirectly, and whether obtained
        by
        ownership of share capital, the possession of voting rights, contract or
        otherwise.

      


      A
        Change
        of Control
        occurs
        when: 

      


      
        	
                (i)
                  

              	
                any
                  Person or Persons acting together acquires Control of the Issuer
                  if such
                  Person or Persons does not or do not have, and would not be deemed
                  to
                  have, Control of the Issuer on the Closing Date;
                  

              


      

      


      
        	
                (ii)
                  

              	
                the
                  Issuer consolidates with or merges into or sells or transfers all
                  or
                  substantially all of the Issuer’s assets to any other Person, unless the
                  consolidation, merger, sale or transfer will not result in the
                  other
                  Person or Persons acquiring Control over the Issuer or the successor
                  entity; or

              


      

      


      
        	
                (iii)
                  

              	
                one
                  (1) or more Persons (other than any Person referred to in sub-paragraph
                  (i) above) acquires the legal or beneficial ownership of all or
                  substantially all of the Issuer’s issued share
                  capital.

              


      

      


      Person
        includes
        any individual, company, corporation, firm, partnership, joint venture,
        undertaking, association, organisation, trust, state or agency of a state
        (in
        each case whether or not being a separate legal entity) but does not include
        the
        Issuer’s board of directors or any other governing board and does not include
        the Issuer’s wholly-owned direct or indirect Subsidiaries.

      


      
        	
                E.

              	
                Redemption
                  at the Option of the Bondholder


              


      

      


      In
        the
        event that (i) the Issuer’s Shares are not listed on AMEX or an Alternative
        Major Stock Exchange within nine (9) months after the Closing Date or (ii)
        the
        Issuer breaches any of its obligations under Section 2(a) of that certain
        registration rights agreement dated November 13, 2007 by and between the
        Issuer
        and ABN AMRO , the holder of each Bond shall have the right, at such holder’s
        option, to require the Issuer to redeem all or some of the Bonds held by
        that
        holder, at any time on or after the first anniversary of the Closing Date,
        at
        104.53% of its principal amount of the Bonds.

       

      
        
          
          

        

        
          Schedule
            1-20

          
            

          

        

        
          
          

        

      

       

      At
        any
        time on or after the third anniversary of the Closing Date, the holder of
        each
        Bond shall have the right, at such holder’s option, to require the Issuer to
        redeem all or some of the Bonds held by that holder at 126.51% of its principal
        amount of the Bonds.

      


      To
        exercise either such optional redemption right, the holder of the relevant
        Bond
        must complete, sign and deliver at the specified office or any Paying Agent
        a
        duly completed and signed notice of redemption, in the then current form
        obtainable from the specified office of any Paying Agent together with the
        Certificate evidencing the Bonds to be redeemed not earlier than sixty (60)
        days
        and not later than thirty (30) days prior to the date chosen by the Bondholder
        for redemption (which shall be a business day).

      


      
        	
                F.

              	
                Purchases

              


      

      


      The
        Issuer or any of its Subsidiaries may at any time and from time to time purchase
        Bonds at any price in the open market or otherwise.

      


      
        	
                G.

              	
                Cancellation

              


      

      


      All
        Bonds
        which are redeemed, converted or purchased by the Issuer or any of its
        Subsidiaries, will forthwith be cancelled.
        Certificates in respect of all Bonds cancelled will be forwarded to or to
        the
        order of the Registrar and such Bonds may not be reissued or
        resold.

      


      
        	
                H.

              	
                Redemption
                  Notices

              


      

      


      All
        notices to Bondholders given by or on behalf of the Issuer pursuant to this
        Condition 9
        will be
        given in accordance with Condition 18 and will specify the Conversion Price
        as
        at the date of the relevant notice, the Conversion Period, the Closing Price
        of
        the Shares as at the latest practicable date prior to the publication of
        the
        notice, the price of redemption or Early Redemption Amount of the Bonds,
        the
        date for redemption, the manner in which redemption will be effected and
        the
        aggregate principal amount of the Bonds outstanding as at the latest practicable
        date prior to the publication of the notice.

      


      
        	10.	
                Taxation

              


      

      


      All
        payments made by the Issuer under or in respect of the Trust Deed or the
        Bonds
        will be made free from any restriction or condition and be made without
        deduction or withholding for or on account of any present or future taxes,
        duties, assessments or governmental charges of whatever nature imposed or
        levied
        by or on behalf of the
        United States, the PRC or England or
        any
        political subdivisions thereof or any authority thereof or therein having
        power
        to tax, unless deduction or withholding of such taxes, duties, assessments
        or
        governmental charges is compelled by law. In such event, the Issuer will
        pay
        such additional amounts as will result in the receipt by the Bondholders
        of the
        net amounts after such deduction or withholding equal to the amounts which
        would
        otherwise have been receivable by them had no such deduction or withholding
        been
        required except that no such additional amount shall be payable in respect
        of
        any Bond:

      


      
        	
                (i)

              	
                to
                  a holder (or to a third party on behalf of a holder) who is subject
                  to
                  such taxes, duties, assessments or governmental charges in respect
                  of such
                  Bond by reason of his having some connection with the
                  United States or the PRC or any political subdivisions thereof
                  otherwise
                  than merely by holding such Bond or by the receipt of principal,
                  interest
                  or premium (if any) in respect of the
                  Bond;

              


      

       

      
        
          
          

        

        
          Schedule
            1-21

          
            

          

        

        
          
          

        

      

       

      
        	
                (ii)

              	
                (in
                  the case of a payment of principal) if the Certificate in respect
                  of such
                  Bond is surrendered more than thirty (30) days after the relevant
                  date
                  except to the extent that the holder would have been entitled to
                  such
                  additional amount on surrendering the relevant Certificate for
                  payment on
                  the last day of such period of thirty (30) days;
                  

              


      

      


      
        	
                (iii)

              	
                where
                  such withholding or deduction is imposed on a payment to an individual
                  and
                  is required to be made pursuant to European Council Directive 2003/48/EC
                  or any law implementing or complying with, or introduced in order
                  to
                  conform to, such Directive; or 

              


      

      


      
        	
                (iv)

              	
                presented
                  for payment by or on behalf of a Bondholder who would have been
                  able to
                  avoid such withholding or deduction by presenting the relevant
                  Bond to
                  another Paying Agent in a Member State of the European Union.
                  

              


      

      


      For
        the
        purposes hereof, “relevant
        date”
means
        whichever is the later of (a) the date on which such payment first becomes
        due
        and (b) if the full amount payable has not been received by the Trustee or
        the
        Principal Agent on or prior to such due date, the date on which, the full
        amount
        having been so received, notice to that effect shall have been given to the
        Bondholders and cheques despatched or payment made. 

      


      References
        in these Conditions to principal, interest and premium (if any) shall be
        deemed
        also to refer to any additional amounts which may be payable under this
        Condition or any undertaking or covenant given in addition thereto or in
        substitution therefor pursuant to the Trust Deed.

      


      If
        the Issuer becomes obliged to pay additional amounts in accordance with this
        Condition 10, the Issuer shall have the right to redeem the Bonds in accordance
        with the provisions of Condition 9(C)(i), subject to the right of each
        Bondholder under the provisions of Condition 9(C)(ii) to elect that his Bond(s)
        shall not be so redeemed and that the provisions of Condition 10 shall not
        apply
        in respect of any payment to be made in respect of such Bond(s) which falls
        due
        after the relevant Tax Redemption Date.

      


      
        	11.	
                Events
                  of Default

              


      

      


      
        	
                A.

              	
                Events
                  of Default

              


      

      


      The
        Trustee at its sole discretion may, and if so requested in writing by the
        holders of not less than twenty-five
        percent (25%) in principal amount of the Bonds then outstanding or if so
        directed by an Extraordinary Resolution shall (subject to being indemnified
        and/or secured by the holders to its satisfaction), give notice to the Issuer,
        that the Bonds are, and they shall accordingly thereby become, immediately
        due
        and repayable at the Early Redemption Amount (subject as provided below and
        without prejudice to the right of Bondholders to exercise the Conversion
        Right
        in respect of their Bonds in accordance with Condition 6) if:

      


      
        	 	
                (i)

              	
                a
                  default is made in the payment of any principal or Early Redemption
                  Amount
                  due in respect of the Bonds; 

              


      

      


      
        	 	
                (ii)

              	
                any
                  failure by the Issuer to deliver the Shares as and when the Shares
                  are
                  required to be delivered following conversion of Bonds and such
                  failure
                  continues for seven (7) days; 

              


      

      


      
        	 	
                (iii)

              	
                the
                  Issuer does not perform or comply with one (1) or more of its other
                  obligations in the Bonds or the Trust Deed which default is incapable
                  of
                  remedy or, if in the opinion of the Trustee capable of remedy,
                  is not in
                  the opinion of the Trustee remedied within twenty-one (21) days
                  after
                  written notice by the Trustee of such default shall have been delivered
                  to
                  the Issuer; 

              


      

       

      
        
          
          

        

        
          Schedule
            1-22

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                (iv)

              	
                the
                  Issuer or any of its Subsidiaries (as defined below) is (or is,
                  or could
                  be, deemed by law or a court to be) insolvent or bankrupt or unable
                  to pay
                  its debts, stops, suspends or threatens to stop or suspend payment
                  of all
                  or a material part of (or of a particular type of) its debts, proposes
                  or
                  makes any agreement for the deferral, rescheduling or other readjustment
                  of all of (or all of a particular type of) its debts (or of any
                  part which
                  it will or might otherwise be unable to pay when due), proposes
                  or makes a
                  general assignment or an arrangement or composition with or for
                  the
                  benefit of the relevant creditors in respect of any of such debts
                  or a
                   moratorium is agreed or declared in respect of or affecting all
                  or any
                  part of (or of a particular type of) the debts of the Issuer or
                  any of its
                  Subsidiaries; an administrator or liquidator of the Issuer or any
                  of its
                  Subsidiaries or the whole or any material part of the assets and
                  turnover
                  of the Issuer or any of its Subsidiaries is appointed (or application
                  for
                  any such appointment is made); 

              


      

      


      
        	 	
                (v)

              	
                (a)
                  any other present or future indebtedness (whether actual or contingent)
                  of
                  the Issuer or any of its Subsidiaries for or in respect of moneys
                  borrowed
                  or raised becomes, or becomes capable of being declared, due and
                  payable
                  prior to its stated maturity by reason of any actual or potential
                  default,
                  event of default or the like (howsoever described), or (b) any
                  such
                  indebtedness is not paid when due or, as the case may be, within
                  any
                  applicable grace period, or (c) the Issuer or any of its Subsidiaries
                  fails to pay when due any amount payable by it under any present
                  or future
                  guarantee for, or indemnity in respect of, any moneys borrowed
                  or raised,
                  provided that the aggregate amount of the relevant indebtedness,
                  guarantees and indemnities in respect of which one (1) or more
                  of the
                  events mentioned above in this paragraph (v) have occurred equals
                  or
                  exceeds US$5,000,000 or its equivalent in any other currency on
                  the day on
                  which such indebtedness becomes due and payable or is not paid
                  or any such
                  amount becomes due and payable or is not paid under any such guarantees
                  or
                  indemnity; 

              


      

      


      
        	 	
                (vi)

              	
                a
                  distress, attachment, execution, seizure before judgment or other
                  legal
                  process is levied, enforced or sued out on or against any of the
                  property,
                  assets or turnover of the Issuer or any of its
                  Subsidiaries;

              


      

      


      
        	 	
                (vii)

              	
                an
                  order is made or an effective resolution passed for the winding-up
                  or
                  dissolution, judicial management or administration of the Issuer
                  or any of
                  its Subsidiaries (except for a members’ voluntary solvent winding-up), or
                  the Issuer or any Subsidiaries ceases or threatens to cease to
                  carry on
                  all or substantially all of its business or operations and except
                  for the
                  purpose of and followed by a reconstruction, amalgamation, reorganisation,
                  merger or consolidation (a) on terms approved by an Extraordinary
                  Resolution, or (b) in the case of any Subsidiary, whereby the undertaking
                  and assets of such Subsidiary are transferred to or otherwise vested
                  in
                  the Issuer or any of its Subsidiaries;


              


      

      


      
        	 	
                (viii)

              	
                an
                  encumbrancer takes possession or an administrative or other receiver,
                  manager, administrator or other similar officer is appointed of
                  the whole
                  or any material part of the property, assets or turnover of the
                  Issuer or
                  any of its Subsidiaries (as the case may be) and is not discharged
                  within
                  thirty (30) days;

              


      

      


      
        	 	
                (ix)

              	
                (a)
                  any step is taken by any person with a view to the seizure, compulsory
                  acquisition, expropriation or nationalisation of all or a material
                  part of
                  the assets of the Issuer or any of its Subsidiaries; or (b) the
                  Issuer or
                  any of its Subsidiaries is prevented from exercising normal control
                  over
                  all or any substantial part of its property, assets and
                  turnover;

              


      

       

      
        
          
          

        

        
          Schedule
            1-23

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (x)

              	
                any
                  action, condition or thing (including the obtaining or effecting
                  of any
                  necessary consent, approval, authorisation, exemption, filing,
                  licence,
                  order, recording or registration) at any time required to be taken,
                  fulfilled or done in order (a) to enable the Issuer lawfully to
                  enter
                  into, exercise its rights and perform and comply with its obligations
                  under the Bonds and the Trust Deed, (b) to ensure that those obligations
                  are legally binding and enforceable and (c) to make the Bonds and
                  the
                  Trust Deed admissible in evidence in the courts of the United States
                  or
                  the PRC is not taken, fulfilled or
                  done;

              


      

      


      
        	 	
                (xi)

              	
                it
                  is or will become unlawful for the Issuer to perform or comply
                  with any
                  one (1) or more of its obligations under any of the Bonds or the
                  Trust
                  Deed; 

              


      

      


      
        	 	
                (xii)

              	
                the
                  Conversion Price is affected by any limitation to an adjustment
                  to the
                  Conversion Price set forth in Condition 6(C) or Condition 6(D)(iv)
                  of
                  these Conditions or Clause 7.2(b) or Clause 7.3(d) of the Trust
                  Deed; or
                  

              


      

      


      
        	 	
                (xiii)

              	
                any
                  event occurs which under the laws of any relevant jurisdiction
                  has an
                  analogous effect to any of the events referred to in any of the
                  foregoing
                  paragraphs;

              


      

      


      provided
        that, in the case of any such event other than those described in paragraph
        (i),
        (ii), (iii), (x),
        (xi) or
        (xii), the Trustee shall have certified in writing to the Issuer that such
        event
        is in its opinion materially prejudicial to the interests of
        Bondholders.

      


      
        	
                B.

              	
                Default
                  Cure Amount

              


      

       

      Notwithstanding
        receipt of any payment after the acceleration of the Bonds, a Bondholder
        may
        exercise its Conversion Right by depositing a Conversion Notice with a
        Conversion Agent or Paying Agent during the period from and including the
        date
        of a default notice with respect to an event specified in Condition 11(A)(ii)
        (at which time the Issuer will notify the Bondholders of the number of Shares
        per Bond to be delivered upon conversion, assuming all the then outstanding
        Bonds are converted) to and including the 30th business day after such
        payment.

      


      If
        any
        converting Bondholder deposits a Conversion Notice pursuant to this Condition
        11(B)
        on
        the business day prior to, or during, a Closed Period, the Bondholder’s
        Conversion Right shall continue until the business day following the last
        day of
        the Closed Period, which shall be deemed the Conversion Date, for the purposes
        of such Bondholder’s exercise of its Conversion Right pursuant to this Condition
        11(B).

      


      If
        the
        Conversion Right attached to any Bond is exercised pursuant to this Condition
        11(B), the Issuer will deliver Shares (which number will be disclosed to
        such
        Bondholder as soon as practicable after the Conversion Notice is given) in
        accordance with the Conditions, except that the Issuer shall have twelve
        (12)
        business days before it is required to register the converting Bondholder
        (or
        its designee) in its register of members as the owner of the number of Shares
        to
        be delivered pursuant to this Condition and an additional five (5) business
        days
        from such registration date to make payment in accordance with the following
        paragraph.

       

      
        
          
          

        

        
          Schedule
            1-24

          
            

          

        

        
          
          

        

      

       

      If
        the
        Conversion Right attached to any Bond is exercised pursuant to this Condition
        11(B), or if the Bonds have become due and payable pursuant to Condition
        11(A)(ii), the Issuer shall, at the request of the converting Bondholder,
        pay to
        such Bondholder an amount in United States dollars (the “Default
        Cure Amount”),
        equal
        to the product of (x) (i) the number of Shares that are required to be delivered
        by the Issuer to satisfy the Conversion Right in relation to such converting
        Bondholder minus (ii) the number of Shares that are actually delivered by
        the
        Issuer pursuant to such Bondholders’ Conversion Notice and (y) the Share Price
        (as defined below) on the Conversion Date; provided that if such Bondholder
        has
        received any payment under the Bonds pursuant to this Condition 11(B), the
        amount of such payment shall be deducted from the Default Cure
        Amount.

       

      The
        “Share
        Price”
means
        the closing price of the Shares as quoted by AMEX or, as the case may be,
        the
        Alternative Stock Exchange on the Conversion Date or, if no reported sales
        take
        place on such date, the average of the reported closing bid and offered prices,
        in either case as reported by AMEX or other applicable securities exchange
        on
        which the Shares are listed for such day as furnished by a reputable and
        independent broker-dealer selected from time to time by the Trustee at the
        expense of the Issuer for such purpose.

      


      
        	12.	
                Consolidation,
                  Amalgamation or Merger

              


      

      


      The
        Issuer will not consolidate with, amalgamate with, merge with or into, or
        sell,
        convey, transfer, lease or otherwise dispose of all or substantially all
        of its
        property and assets (as an entirety or substantially an entirety in one
        transaction or a series of related transactions) to any entity
        unless:

      


      
        	
                (i)

              	
                the
                  entity formed by such amalgamation or consolidation or into which
                  the
                  Issuer is merged or which acquired or leased such property and
                  assets of
                  the Issuer shall be a corporation organised and validly existing
                  under the
                  laws of its place of incorporation, and shall, by a trust deed
                  supplemental to the Trust Deed and an agency agreement supplemental
                  to the
                  Agency Agreement and such other undertakings or documents as the
                  Trustee
                  may require, executed and delivered in form and content acceptable
                  to the
                  Trustee, expressly assume all of the obligations of the Issuer
                  in respect
                  of all of the Bonds and under the Trust Deed and the Agency Agreement
                  and
                  indemnify each Bondholder against any tax, assessment or governmental
                  charge payable by withholding or deduction thereafter imposed on
                  such
                  holder solely as a consequence of such consolidation, amalgamation,
                  merger, sale, conveyance, transfer lease or other disposal with
                  respect to
                  the payment of principal, premium and interest on the
                  Bonds;

              


      

      


      
        	
                (ii)

              	
                the
                  supplemental Trust Deed referred to in paragraph (i) above will
                  ensure
                  that (a) the holder of each Bond then outstanding will have the
                  right
                  (during the period in which such Bond shall be convertible) to
                  convert
                  such Bond into the class and amount of shares and other securities
                  and
                  property receivable upon such consolidation, amalgamation, merger,
                  sale,
                  conveyance, transfer lease or other disposal by a holder of the
                  number of
                  Shares which would have become liable to be issued upon conversion
                  of such
                  Bond immediately prior to such consolidation, amalgamation, merger,
                  sale,
                  conveyance, transfer, lease or other disposal (such supplemental
                  Trust
                  Deed will provide for adjustments which will be as nearly equivalent
                  as
                  may be practicable to the adjustments provided for in the provisions
                  of
                  Condition 6(C), (b) the rights of Bondholders shall not be adversely
                  affected as a result of such transaction and (c) that there shall
                  be no
                  right to exercise a redemption of the Bonds under Condition 9(C)
                  as a
                  result of (A) any change in the domicile or place of incorporation
                  of the
                  Issuer or (B) the successor entity not being incorporated in the
                  State of
                  Delaware and the provisions of Condition 10 shall also be supplemented
                  or
                  modified as the Trustee deems appropriate;
                  and

              


      

       

      
        
          
          

        

        
          Schedule
            1-25

          
            

          

        

        
          
          

        

      

       

      
        	
                (iii)

              	
                immediately
                  after giving effect to such transaction, no default or event of
                  default
                  (including an Event of Default) shall have occurred and be continuing.
                  

              


      

      


      The
        above
        provisions of this Condition 12
        will
        apply, mutatis
        mutandis,
        to any
        subsequent consolidations, amalgamations, mergers, sales or
        transfers.

      


      
        	13.	
                Prescription

              


      

      


      Claims
        in
        respect of amounts due in respect of the Bonds will become prescribed unless
        made within ten
        (10)
        years (in the case of principal) and five (5) years (in the case of default
        interest or premium (if any)) from the relevant date (as defined in Condition
        9)
        in respect thereof.

      


      
        	14.	
                Enforcement

              


      

      


      At
        any
        time after the Bonds have become due and repayable, the Trustee may, at its
        sole
        discretion and without further notice, take such proceedings against the
        Issuer
        as it may think fit to enforce repayment of the Bonds and to enforce the
        provisions of the Trust Deed, but it will not be bound to take any such
        proceedings unless (a) it shall have been so requested in writing by the
        holders
        of not less than twenty-five
        percent (25%) in principal amount of the Bonds then outstanding or shall
        have
        been so directed by an Extraordinary Resolution and (b) it shall have been
        indemnified and/or secured to its satisfaction. No Bondholder will be entitled
        to proceed directly against the Issuer unless the Trustee, having become
        bound
        to do so, fails to do so within a reasonable period and such failure shall
        be
        continuing.

      


      
        	15.	
                Meetings
                  of Bondholders, Modification and
                  Waiver

              


      

      


      
        	
                A.

              	
                Meetings

              


      

      


      The
        Trust
        Deed contains provisions for convening meetings of Bondholders to consider
        any
        matter affecting their interests, including the sanctioning by Extraordinary
        Resolution of a modification of the Bonds or the provisions of the Trust
        Deed.
        The
        quorum at any such meeting for passing an Extraordinary Resolution will be
        two
        (2) or more persons holding or representing over fifty percent (50%) in
        principal amount of the Bonds for the time being outstanding or, at any
        adjourned such meeting, two (2) or more persons being or representing
        Bondholders whatever the principal amount of the Bonds so held or represented
        unless the business of such meeting includes consideration of proposals,
        inter
        alia,
        (i) to
        modify the due date for any payment in respect of the Bonds, (ii) to reduce
        or
        cancel the amount of principal, interest, premium, or default interest
        (including any Early Redemption Amount) or Equivalent Amount payable in respect
        of the Bonds or changing the method of calculation of the Early Redemption
        Amount, (iii) to change the currency of payment of the Bonds, (iv) to modify
        (except by a unilateral and unconditional reduction in the Conversion Price)
        or
        cancel the Conversion Rights, or (v) to modify the provisions concerning
        the
        quorum required at any meeting of the Bondholders or the majority required
        to
        pass an Extraordinary Resolution, in which case the necessary quorum for
        passing
        an Extraordinary Resolution will be two (2) or more persons holding or
        representing not less than two-thirds (2/3), or at any adjourned such meeting
        not less than one-third (1/3), in principal amount of the Bonds for the time
        being outstanding. An Extraordinary Resolution passed at any meeting of
        Bondholders will be binding on all Bondholders, whether or not they are present
        at the meeting. The Trust Deed provides that a written resolution signed
        by or
        on behalf of the holders of not less than ninety percent (90%) of the aggregate
        principal amount of Bonds outstanding shall be as valid and effective as
        a duly
        passed Extraordinary Resolution.

       

      
        
          
          

        

        
          Schedule
            1-26

          
            

          

        

        
          
          

        

      

       

      
        	
                B.

              	
                Modification
                  and Waiver

              


      

      


      The
        Trustee may agree, without the consent of the Bondholders, to (i) any
        modification (except as mentioned in Condition 15(A) above) to, or the waiver
        or
        authorisation of any breach or proposed breach of, the Bonds, the Agency
        Agreement or the Trust Deed which is in its opinion proper to make if, in
        the
        opinion of the Trustee, it is not materially prejudicial to the interests
        of the
        Bondholders or (ii) any modification to the Bonds or the Trust Deed which,
        in
        the Trustee’s opinion, is of a formal, minor or technical nature or to correct a
        manifest error or (to the satisfaction of the Trustee) proven error to comply
        with mandatory provisions of law. Any such modification, waiver or authorisation
        will be binding on the Bondholders and, unless the Trustee agrees otherwise,
        any
        such modifications will be notified by the Issuer to the Bondholders as soon
        as
        practicable thereafter. 

      


      
        	
                C.

              	
                Substitution

              


      

      


      The
        Trustee may (but is not obliged to), without the consent of the Bondholders,
        agree to the substitution of any other company in place of the Issuer (or
        of any
        previous substitute under this Condition 15(C)) as the principal debtor under
        the Bonds and the Trust Deed, subject to the Bonds being unconditionally
        and
        irrevocably guaranteed by the Issuer to the Trustee’s satisfaction and certain
        other conditions set out in the Trust Deed being complied with.

      


      
        	
                D.

              	
                Interests
                  of Bondholders

              


      

      


      In
        connection with the exercise of its functions (including but not limited
        to
        those in relation to any proposed modification, authorisation,
        waiver, determination or substitution) the Trustee shall have regard to the
        general interests of the Bondholders as a class but shall not have regard
        to any
        interests arising from circumstances particular to individual Bondholders
        (whatever their number) and, in particular but without limitation, shall
        not
        have regard to the consequences of such exercise for individual Bondholders
        (whatever their number) resulting from their being for any purpose domiciled
        or
        resident in, or otherwise connected with, or subject to the jurisdiction
        of, any
        particular territory or any political sub-division thereof and the Trustee
        shall
        not be entitled to require, nor shall any Bondholder be entitled to claim,
        from
        the Issuer or the Trustee or any other person, any indemnification or payment
        in
        respect of any tax consequences of any such exercise upon individual Bondholders
        except to the extent provided for in Condition 10 and/or any undertakings
        given
        in addition thereto or in substitution therefor pursuant to the Trust
        Deed.

      


      In
        the event of the passing of an Extraordinary Resolution in accordance with
        Condition 15(A), a modification, waiver or authorisation in accordance with
        Condition 15(B) or a substitution in accordance with Condition 15(C), the
        Issuer
        will procure that the Bondholders be notified in accordance with Condition
        18.

      


      
        	16.	
                Replacement
                  of Certificates

              


      

      


      If
        any
        Certificate is mutilated, defaced, destroyed, stolen or lost, it may be replaced
        at the specified office of the Registrar or any Agent upon payment by the
        claimant of such costs as may be incurred in connection therewith and on
        such
        terms as to evidence and indemnity as the Issuer and such Agent may require.
        Mutilated or defaced Certificates must be surrendered before replacements
        will
        be issued.

      


      
        	17.	
                Further
                  Issues

              


      

      


      The
        Issuer may from time to time, without the consent of the Bondholders, create
        and
        issue further bonds
        having the same terms and conditions as the Bonds in all respects and so
        that
        such further issue shall be consolidated and form a single series with the
        Bonds. Such further bonds may, with the consent of the Trustee, be constituted
        by a deed supplemental to the Trust Deed.

       

      
        
          
          

        

        
          Schedule
            1-27

          
            

          

        

        
          
          

        

      

       

      
        	18.	
                Notices

              


      

      


      All
        notices to Bondholders shall be validly given if mailed to them at their
        respective addresses in the Register of Bondholders maintained by the
        Registrar
        or
        published in a leading newspaper having general circulation in the United
        States
        or, if such publication shall not be practicable, in an English language
        newspaper of general circulation in Asia. Any such notice shall be deemed
        to
        have been given on the later of the date of such publication and the seventh
        day
        after being so mailed, as the case may be. 

      


      Notices
        to be given by (i) any Bondholder shall be in writing and given by lodging
        the
        same, together with the relative Certificate, with the Registrar, or (ii)
        if the
        Certificates are held in a clearing system, may be given through the clearing
        system in accordance with its standard rules and procedures.

      


      
        	19.	
                Agents

              


      

      


      The
        Issuer reserves the right, subject to the prior written approval of the Trustee,
        at any time to vary or terminate the appointment of any Agent or the Registrar
        and to appoint additional or other Agents or a replacement
        Registrar.
        The
        Issuer will at all times maintain (a) a Principal Agent, (b) a Paying Agent
        with
        a specified office in a European Union member state that will not be obliged
        to
        withhold or deduct tax pursuant to European Council Directive 2003/48/EC
        or any
        law implementing or complying with, or introduced in order to conform, to
        such
        Directive, and (c) a Registrar which will maintain the register of Bondholders
        outside the United Kingdom. Notice of any such termination or appointment,
        of
        any changes in the specified offices of any Agent or the Registrar and of
        any
        change in the identity of the Registrar or the Principal Agent will be given
        promptly by the Issuer to the Bondholders and in any event not less than
        forty-five (45) days’ notice will be given.

      


      
        	20.	
                Indemnification

              


      

      


      The
        Trust
        Deed contains provisions for the indemnification of the Trustee and for its
        relief from responsibility, including provisions relieving it from taking
        any
        action unless indemnified and/or secured to its satisfaction. The Trustee
        is
        entitled to enter into business transactions with the Issuer and any entity
        related to the Issuer without accounting for any profit.

      


      
        	21.	
                Rights
                  of Third Parties

              


      

      


      No
        person
        shall have any right to enforce any term or condition of the Bonds under
        the
        Contracts (Rights of Third Parties) Act 1999, but this does not affect any
        right
        or remedy of any person which exists or is available apart from that
        Act.

      


      
        	21.	
                Governing
                  Law and Submission to Jurisdiction


              


      

      


      The
        Trust
        Deed and the Bonds and all matters arising from or connected with the Trust
        Deed
        and the Bonds are governed by, and shall be construed in accordance with,
        English law.

      


      The
        Issuer has irrevocably agreed that the courts of England have exclusive
        jurisdiction to settle any dispute which may arise out of or in connection
        with
        the Bonds and accordingly has submitted to the exclusive jurisdiction of
        the
        English courts.

      


      The
        Issuer has waived any objection to the courts of England on the grounds that
        they are an inconvenient or inappropriate forum. The Bondholder may take
        any
        suit, action or proceedings arising out of or in connection with the Bonds
        (“Proceedings”)
        against the Issuer in any other court of competent jurisdiction and concurrent
        Proceedings in any number of jurisdictions.

      


      The
        Issuer as irrevocably and unconditionally appointed The
        London Law Agency at
        the
        latter's registered office for the time being as its agent for service of
        process in England in respect of any Proceedings and have undertaken that
        in the
        event of such agent ceasing so to act it will appoint such other person as
        the
        Trustee may approve as its agent for that purpose.

       

      
        
          
          

        

        
          Schedule
            1-28

          
            

          

        

        
          
          

        

      

    

    

      SCHEDULE
        2

      


      FORM
        OF WARRANT INSTRUMENT

       

      


       

      


       

      ASIA
        TIME CORPORATION

       

      


      600,000
        WARRANTS EXPIRING 2010

      


       

       

      


       

      November
        [__], 2007

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        TABLE
          OF CONTENTS

         

      

      
        	Clause            	
                Page 

              
	
              	 	
                 

              
	
                1.

              	
                INTERPRETATION 

              	
                1

              
	
                2.

              	
                CONSTITUTION
                  AND FORM OF WARRANTS AND CERTIFICATES 

              	
                4

              
	
                3.

              	
                SUBSCRIPTION
                  RIGHTS 

              	
                5

              
	
                4.

              	
                LISTING
                  AND REGISTRATION 

              	
                5

              
	
                5.

              	
                EXERCISE
                  OF SUBSCRIPTION RIGHTS 

              	
                5

              
	
                6.

              	
                [INTENTIONALLY
                  OMITTED] 

              	
                6

              
	
                7.

              	
                COVENANTS 

              	
                6

              
	
                8.

              	
                WARRANTIES
                  AND UNDERTAKINGS 

              	
                7

              
	
                9.

              	
                ADJUSTMENTS 

              	
                8

              
	
                10.

              	
                [INTENTIONALLY
                  OMITTED] 

              	
                10

              
	
                11.

              	
                WINDING
                  UP OF THE COMPANY 

              	
                10

              
	
                12.

              	
                TRANSFER
                  AND TRANSMISSION OF WARRANTS 

              	
                10

              
	
                13.

              	
                MEETINGS
                  OF WARRANTHOLDERS 

              	
                11

              
	
                14.

              	
                INFORMATION
                  RIGHTS OF WARRANTHOLDERS 

              	
                11

              
	
                15.

              	
                REPLACEMENT
                  CERTIFICATES 

              	
                11

              
	
                16.

              	
                NOTICES 

              	
                12

              
	
                17.

              	
                CONTRACTS
                  (RIGHTS OF THIRD PARTIES) ACT 1999 

              	
                12

              
	
                18.

              	
                GOVERNING
                  LAW AND JURISDICTION 

              	
                12

              
	
                SCHEDULE
                  1     FORM
                  OF GLOBAL CERTIFICATE 

              	
                 

              
	
                SCHEDULE
                  2     FORM
                  OF INDIVIDUAL CERTIFICATE 

              	 
	
                SCHEDULE
                  3     PROVISIONS
                  AS TO MEETINGS AND RESOLUTIONS OF WARRANTHOLDERS

              	 


      

       

      

        Warrant
          Instrument

      

      
        
          
          

        

        
          -Schedule
            2-i-

          
            

          

        

        
          
          

        

      


      THIS
        WARRANT INSTRUMENT
        (this
“Instrument”)
        is
        agreed on November [__], 2007 

       

      BETWEEN
        

       

      
        	(1)	
                ASIA
                  TIME CORPORATION,
                  a
                  company incorporated in the State of Delaware whose registered
                  office is
                  at c/o Corporation Service Company, 2711
                  Centerville Road, Suite 400, Wilmington, Delaware (the “Company”);
                  and

              


      

       

      
        	(2)	
                ABN
                  AMRO BANK, N.V. (the
                  “Subscriber”).
                  

              


      

       

      WHEREAS

       

      
        	
                (A)

              	
                The
                  Company, by resolution of the Directors (the “Directors’
                  Resolution”),
                  has been authorised to create and issue warrants to subscribe for
                  the
                  Warrant Shares (as defined below) on the terms set out in this
                  Instrument.

              


      

       

      
        	
                (B)

              	
                All
                  the registered holders of shares in the Company have irrevocably
                  waived
                  all pre-emption rights conferred on them (whether by the Articles
                  or
                  otherwise) in relation to the issue of Warrants and shares in the
                  Company
                  pursuant to this Instrument. 

              


      

       

      
        	
                (C)

              	
                The
                  Warrants are the subject of an agency agreement dated November[__],
                  2007
                  (as amended from time to time, the “Warrant Agency
                  Agreement”)
                  between the Company and The Bank of New York, London Branch as
                  agent (the
                  “Agent”
                  which expression includes any successor appointed from time to
                  time in
                  connection with the Warrants) and The Bank of New York in its capacity
                  as
                  registrar (the “Registrar”,
                  which expression shall include any successor registrar appointed
                  from time
                  to time in connection with the Warrants).


              


      

       

      
        	
                (D)

              	
                Certain
                  provisions of these Conditions are summaries of the Warrant Agency
                  Agreement and subject to its detailed provisions. The Warrantholders
                  are
                  bound by, and are deemed to have notice of all the provisions of
                  the
                  Warrant Agency Agreement applicable to them. Copies of the Warrant
                  Agency
                  Agreement are available for inspection during normal business hours
                  at the
                  Specified Office of the Agent. 

              


      

       

      
        	
                1.

              	
                INTERPRETATION

              


      

       

      
        	
                1.1

              	
                In
                  this Instrument:

              


      

       

      “Adjustment
        Event”
means
        the occurrence of any of the events or corporate actions in Condition 9
        that are prohibited without the Majority Warrantholders’ consent.

       

      “Affiliate”
means,
        in relation to a person, a Subsidiary or a Holding Company of that person
        and
        any other Subsidiary of a Holding Company of that person.

       

      “Aggregate
        Subscription Rights”
means
        the Subscription Rights attaching to all Warrants created and issued pursuant
        to
        this Instrument.

       

      “Alternative
        Stock Exchange”
means
        at any time, in the case of the Common Shares, if they are not at that time
        listed and traded on AMEX, the principal stock exchange or securities market
        on
        which the Common Shares are then listed or quoted or dealt in.

       

      “AMEX”
means
        The American Stock Exchange.

       

       

      Warrant
        Instrument

      
        
          
          

        

        
          Schedule
            2-1

          
            

          

        

        
          
          

        

      

       

      “Articles”
means
        articles of incorporation and by-laws of the Company.

       

      “Business
        Day”
means
        a
        day (which for these purposes ends at 5.30 pm local time) on which commercial
        banks and foreign exchange markets settle payments and are open for general
        business (including dealing in foreign exchange and foreign currency deposits)
        in New York City and the city or cities in which the specified offices of
        the
        Agent and Registrar are located other than a Saturday or Sunday.

       

      “Certificate”
in
        relation to a Warrant means a certificate substantially in the form set out
        in
        Schedule 1 evidencing the Subscription Rights and other rights from time
        to time
        vested in the Warrantholder.

       

      “Clearstream”
means
        Clearstream Banking, société anonym.

       

      “Commencement
        Date”
means
        the date which is one year after the Listing.

       

      “Common
        Shares”
means
        the shares of common stock of the Company as defined in and having attached
        to
        them the rights and privileges set out in the Articles.

       

      “Conditional
        Notice of Exercise”
means
        any Notice of Exercise the effectiveness of which is subject to a condition
        precedent which (as at the date of determination) has not been
        satisfied.

       

      “Directors”
means
        the members of the board of directors of the Company and “Director”
means
        any one of them. 

       

      “Distribution”
means
        any distribution or payment or benefit given by the Company of its assets,
        profits, reserves or capital to any of its shareholders in their capacity
        as
        shareholders after the date of this Instrument.

       

      “Effective
        Date”
means
        November [__], 2007.

       

      “Euroclear”
means
        Euroclear Bank S.A./N.A.

       

      “Exercise
        Date”
any
        date on which a Notice of Exercise is effective. 

       

      “Exercise
        Period”
means
        the period from (and including) the Commencement Date to (and excluding)
        the
        Termination Date. 

       

      “Extraordinary
        Resolution”
has
        the
        meaning given in paragraph 17 of Schedule 3.

       

      “Group”
means
        the Company and its Subsidiaries from time to time.

       

      “Holding
        Company”
means
        a
        company or corporation of which another company or corporation is a
        Subsidiary.

       

      “Liquidation”
means
        a
        dissolution and subsequent liquidation of the Company.

       

      “Listing”
means
        in relation to the Common Shares, a listing of the Common Shares on AMEX
        or any
        Alternative Stock Exchange.

       

      “Majority
        Warrantholders”
means
        the percentage required for the passing of binding resolutions pursuant to
        Paragraph 17 or 19 (as the case may be) of Schedule 3.

       

       

      Warrant
        Instrument

      
        
          
          

        

        
          Schedule
            2-2

          
            

          

        

        
          
          

        

      

       

      “Notice
        of Exercise”
in
        relation to a Warrant, means a notice in the form set out as the schedule
        to the
        Certificate for that Warrant.

       

      “PRC”
means
        the People’s Republic of China, excluding for purposes of this Instrument, Hong
        Kong Special Administrative Region, Macau Special Administrative Region and
        islands of Taiwan. 

       

      “Register”
means
        the register of Warrantholders maintained pursuant to Condition 12.

       

      “Specified
        Office”
means,
        with respect to the Agent, One Canada Square, London, E14 5AL, United Kingdom;
        and with respect the Registrar, 101 Barclay Street, New York, NY 10286, United
        States of America, or such other office as may be designated under the terms
        of
        the Warrant Agency Agreement. 

       

      “Subscription
        Price”
means
        US$0.0001 per Warrant Share subject to adjustment in accordance with
        Condition 9.

       

      “Subscription
        Rights”
means
        the rights for the time being conferred by a Warrant to subscribe for Warrant
        Shares.

       

      “Subsidiary”
of
        a
        company, corporation, partnership or similar entity means any company,
        corporation, partnership or similar entity:

       

      
        	 	
                (a)

              	
                which
                  is controlled, directly or indirectly, by the first-mentioned company,
                  corporation, partnership or similar
                  entity;

              


      

       

      
        	 	
                (b)

              	
                more
                  than half the issued share capital of which is beneficially owned,
                  directly or indirectly, by the first-mentioned company, corporation,
                  partnership or similar entity; or

              


      

       

      
        	 	
                (c)

              	
                which
                  is a Subsidiary of another Subsidiary of the first-mentioned company,
                  corporation, partnership or similar
                  entity.

              


      

       

      “Termination
        Date”
means
        the earlier to occur of: (1) November 6, 2010; (2) the date on which all
        Subscription Rights have been exercised in full; and (3) the date on which
        all
        Subscription Rights have lapsed in accordance with Condition 11.3
        hereof.

       

      “Warrant”
means
        each warrant of the Company created and issued under this Instrument including
        all Subscription Rights and other rights conferred by this Instrument and
        so
        that references to particular Warrants or to a specified number of Warrants
        (whether one or more) at any time are to be construed as a reference to a
        proportion of the Aggregate Subscription Rights represented by the Warrants
        in
        question.

       

      “Warrantholder”
in
        relation to a Warrant, means the person or persons in whose name the Warrant
        is
        registered in the Register.

       

      “Warrantholder’s
        Share”
in
        relation to a Warrantholder, means his portion of the Warrant Shares as shown
        in
        the Register.

       

      “Warrant
        Shares”
means
        the number of Common Shares for which 600,000 Warrants are exerciseable
        initially at a ratio of one Warrant for one Warrant Share subject to adjustment
        in accordance with the terms of this Instrument. 

       

      
        
          
          

        

        
          Schedule
            2-3

          
            

          

        

        
          
          

        

      

       

      
        	
                1.2

              	
                The
                  Schedules form part of this Instrument and shall be construed and
                  have the
                  same full force and effect as if expressly set out in the body
                  of this
                  Instrument.

              


      

       

      
        	
                1.3

              	
                In
                  this Instrument:

              


      

       

      
        	 	
                (a)

              	
                headings
                  are inserted for convenience only and are to be ignored in construing
                  this
                  Instrument;

              


      

       

      
        	 	
                (b)

              	
                a
                  reference to a recital, Condition or Schedule, unless stated otherwise,
                  is
                  a reference to a recital or Condition of, or a Schedule to, this
                  Instrument;

              


      

       

      
        	 	
                (c)

              	
                reference
                  to this Instrument or any other document shall be construed as
                  a reference
                  to this Instrument or that document as in force for the time being
                  and as
                  amended, varied, supplemented or novated in accordance with its
                  terms and
                  (where such consent is required by the terms of this Instrument
                  as a
                  condition to such amendment, variation, supplement or novation
                  being made)
                  the prior consent of an Extraordinary
                  Resolution;

              


      

       

      
        	 	
                (d)

              	
                a
                  reference to a “person” shall be construed as a reference to any person,
                  firm, company, corporation, government, state or agency of a state
                  or any
                  association or partnership (whether or not having separate legal
                  personality) of two or more of the foregoing;


              


      

       

      
        	 	
                (e)

              	
                a
                  reference to “control” with respect to a company, corporation, partnership
                  or similar entity means that a person, company, corporation, partnership
                  or other entity is able (directly or indirectly) to direct its
                  affairs
                  and/or to control the composition of its board of directors or
                  equivalent
                  body or to the extent relevant owns (directly or indirectly) a
                  majority of
                  any voting shares in such company, corporation, partnership or
                  entity;

              


      

       

      
        	 	
                (f)

              	
                a
                  reference to an enactment includes a reference to that enactment
                  as
                  re-enacted, amended or extended before the date of this Instrument
                  and any
                  subordinate legislation made before the date of this Instrument
                  under it;
                  and

              


      

       

      
        	 	
                (g)

              	
                wherever
                  from the context it appears appropriate, each term stated in either
                  the
                  singular or the plural shall include the singular and the plural.
                  

              


      

       

      
        	
                2.

              	
                CONSTITUTION
                  AND FORM OF WARRANTS AND
                  CERTIFICATES

              


      

       

      
        	
                2.1

              	
                On
                  the Effective Date, in exchange for US$0.0001 per Warrant, the
                  receipt and
                  sufficiency of which are hereby acknowledged, the Company agrees
                  to issue
                  600,000 Warrants to the Subscriber and provide to the Subscriber
                  on that
                  day the Certificate evidencing such Warrants required under Condition
                  2.6
                  below. 

              


      

       

      
        	
                2.2

              	
                Pursuant
                  to the Directors’
                  Resolution, the Company grants the right, exercisable on the terms
                  and
                  subject to the
                  conditions set out in this Instrument, the Articles and applicable
                  law,
                  for each Warrantholder to subscribe in cash at the Subscription
                  Price per
                  Warrant Share for the number of Warrant Shares equal to the
                  Warrantholder’s
                  Share. 

              


      

       

      
        	
                2.3

              	
                The
                  Company agrees to comply with the provisions of this Instrument
                  and
                  specifically, but without limitation, give effect to all Subscription
                  Rights.

              


      

       

       

      Warrant
        Instrument


      
        
          
            
            

          

          
            Schedule
              2-4

            
              

            

          

          
            
            

          

        

      

       

      
        	
                2.4

              	
                This
                  Instrument shall inure to the benefit of the Warrantholders and
                  their
                  subsequent successors or assignees.


              


      

       

      
        	
                2.5

              	
                The
                  Warrants are to be in registered form and are to be transferable
                  in
                  accordance with Condition 12. The Warrants are issued subject to
                  the
                  Articles and otherwise on the terms of this Instrument which are
                  binding
                  upon the Company and each Warrantholder and all persons claiming
                  through
                  them.

              


      

       

      
        	
                2.6

              	
                Entitlement
                  to the Subscription Rights and other rights attaching to the Warrants
                  held
                  by a Warrantholder are to be evidenced by the issue to the Warrantholder
                  of a Certificate.

              


      

       

      Warrants
        are being issued to Warrantholders outside the United States in reliance
        on
        Regulation S under the U.S. Securities Act 1933, as amended (the “Securities
        Act”) and will be represented by a Global Certificate. The Global Certificate
        will be deposited with, and registered in the name of a nominee for, a common
        depositary for Euroclear and Clearstream. 

       

      Ownership
        of beneficial interests in the Global Certificate will be limited to persons
        that have accounts with Euroclear or Clearstream or persons that may hold
        interests through such participants. Beneficial interests in the Global
        Certificate will be shown on, and transfers thereof will be effected through,
        records maintained in book-entry form by Euroclear, Clearstream and their
        participants as applicable. The Global Certificate will be exchangeable for
        Warrant Certificates in definitive form only in certain limited
        circumstances.

       

      
        	
                3.

              	
                SUBSCRIPTION
                  RIGHTS

              


      

       

      
        	
                3.1

              	
                The
                  Warrants shall vest on the Effective
                  Date.

              


      

       

      
        	
                3.2

              	
                The
                  Warrants shall lapse on the Termination
                  Date.

              


      

       

      
        	
                4.

              	
                LISTING
                  AND REGISTRATION

              


      

       

      
        	
                4.1

              	
                The
                  Company hereby covenants to:

              


      

       

      
        	 	
                (a)

              	
                list
                  the Warrant Shares on AMEX or any Alternative Stock Exchange on
                  or prior
                  to the Commencement Date;

              


      

       

      
        	 	
                (b)

              	
                register
                  the Warrant Shares on an effective 1933 Act registration statement
                  with
                  the United States Securities and Exchange Commission within one
                  year of
                  the Effective Date; and

              


      

       

      
        	 	
                (c)

              	
                keep
                  such registration statement effective and maintain such AMEX or
                  any
                  Alternative Stock Exchange listing until thirty (30) days after
                  the
                  Termination Date.

              


      

       

      
        	
                5.

              	
                EXERCISE
                  OF SUBSCRIPTION RIGHTS

              


      

       

      
        	
                5.1

              	
                The
                  Subscription Rights may be exercised in whole or in part on any
                  one or
                  more Business Days during the Exercise
                  Period.

              


      

       

      
        	
                5.2

              	
                The
                  Subscription Rights conferred by a Warrant may be exercised by
                  the
                  Warrantholder completing and duly executing a Notice of Exercise
                  and
                  lodging the relevant Certificate (with the relevant Notice of Exercise
                  attached) at the Specified Office of the Agent together with a
                  remittance
                  for the total Subscription Price of the Warrant Shares in respect
                  of which
                  Subscription Rights are to be
                  exercised.

              


      

       

       

      Warrant
        Instrument

      
        
          
          

        

        
          Schedule
            2-5

          
            

          

        

        
          
          

        

      

       

      
        	
                5.3

              	
                Once
                  lodged in accordance with Condition 5.2, a Notice of Exercise is
                  (except
                  to the extent specified in this Condition) irrevocable.
                  

              


      

       

      
        	
                5.4

              	
                Subject
                  to the Articles and compliance with any applicable law, regulatory
                  requirement, judgment, order or decree, the Warrant Shares shall
                  be
                  allotted, issued to and registered in the name of the Warrantholder
                  or any
                  Affiliate of the Warrantholder nominated by the Warrantholder in
                  the
                  relevant Notice of Exercise no later than ten days after the Exercise
                  Date.

              


      

       

      
        	
                5.5

              	
                The
                  Warrant Shares shall:

              


      

       

      
        	 	
                (a)

              	
                be
                  allotted and issued fully paid;

              


      

       

      
        	 	
                (b)

              	
                rank
                  pari
                  passu
                  in
                  all respects from the effective date of issue with the shares of
                  common
                  stock of the Company then in issue;

              


      

       

      
        	 	
                (c)

              	
                be
                  entitled to all dividends and Distributions paid on any date or
                  by
                  reference to any date on or after the Exercise Date or in the event
                  of a
                  Conditional Notice of Exercise on or after the date on which the
                  condition
                  is fully satisfied;

              


      

       

      
        	 	
                (d)

              	
                be
                  issued in the form in force as at the date of this Instrument;
                  and
                  

              


      

       

      
        	 	
                (e)

              	
                otherwise
                  have the rights and privileges prescribed in the
                  Articles.

              


      

       

      
        	
                5.6

              	
                If
                  Warrants are exercised or transferred (in accordance with Condition
                  12) in
                  respect of part only of a Warrantholder’s
                  Share while any Subscription Rights remain, the Company shall issue
                  a new
                  Certificate for the balance of the Warrantholder’s
                  Share.

              


      

       

      
        	
                5.7

              	
                No
                  fraction of a Warrant Share shall be issued on the exercise of
                  a Warrant
                  but, if more than one (1) Warrant is exercised at the same time
                  by the
                  same Warrantholder, then, for the purpose of determining the number
                  of
                  Warrant Shares to be issued and whether any (and if so, what) fraction
                  of
                  a Warrant Share arises, the number of Warrant Shares arising on
                  the
                  exercise of each Warrant (including, for this purpose, fractions)
                  shall be
                  first aggregated.

              


      

       

      
        	
                6.

              	
                [Intentionally
                  Omitted]

              


      

       

      
        	
                7.

              	
                COVENANTS

              


      

       

      
        	
                7.1

              	
                The
                  Company agrees to pay (a) any and all stamp or other similar documentary
                  taxes or duties (including any interest and penalties thereon or
                  in
                  connection therewith) payable in connection with the authorisation,
                  issuance or delivery of the Warrants or any Warrant Shares, and
                  the
                  execution, delivery and performance of the Warrant Agency Agreement
                  and
                  this Instrument; and (b) any value-added tax payable in connection
                  with
                  the commissions or other amounts payable or allowed under the Warrant
                  Agency Agreement, this Instrument and the Company shall indemnify
                  promptly
                  upon demand the Subscriber and any other Warrantholders against
                  any
                  liabilities, losses, costs, expenses (including, without limitation,
                  legal
                  fees and value added tax thereon) and claims, actions or demands
                  which it
                  may incur as a result of or arising out of or in relation to any
                  failure
                  to pay or delay in paying any of the
                  same.

              


      

       

       

      Warrant
        Instrument

      
        
          
          

        

        
          Schedule
            2-6

          
            

          

        

        
          
          

        

      

       

      
        	
                7.2

              	
                While
                  the Warrants are outstanding, the Company
                  will:

              


      

       

      
        	 	
                (a)

              	
                keep
                  available for issue and free from pre-emptive rights, out of its
                  authorised but unissued share capital such number of Common Shares
                  as will
                  enable the Warrant Shares to be satisfied in full as and when the
                  Subscription Rights may be exercised;
                  and

              


      

       

      
        	 	
                (b)

              	
                ensure
                  that the directors of the Company have all necessary authorisations
                  to
                  allot such Common Shares at any time.


              


      

       

      
        	
                8.

              	
                WARRANTIES
                  AND UNDERTAKINGS

              


      

       

      On
        the
        date of this Instrument, the Effective Date, the date of any transfer or
        transmission of Warrants in accordance with Condition 12 and any Exercise
        Date,
        the Company represents and warrants to the Warrantholders and undertakes
        to
        procure that:

       

      
        	 	
                (a)

              	
                it
                  is a corporation duly organised under the laws of its jurisdiction
                  of
                  incorporation with power to enter into this Instrument and to exercise
                  its
                  rights and perform its obligations hereunder and all corporate
                  and other
                  action (other than the passing of any applicable shareholders resolution
                  on exercise of the Warrants) required to authorise its execution
                  of this
                  Instrument and its performance of its obligations hereunder have
                  been duly
                  taken;

              


      

       

      
        	 	
                (b)

              	
                all
                  the registered holders of Common Shares in the Company have irrevocably
                  waived all pre-emption rights conferred on them (whether by the
                  Articles
                  or otherwise) in relation to the issue of Warrants and Common Shares
                  in
                  the Company pursuant to this
                  Instrument;

              


      

       

      
        	 	
                (c)

              	
                in
                  any proceedings (whether arbitration or otherwise) taken in the
                  United
                  States or the PRC in relation to this Instrument, the choice of
                  English
                  law as the governing law of this Instrument and any arbitral award
                  with
                  respect to this Instrument obtained in the United Kingdom will
                  be
                  recognised and enforced in the United States or the PRC, after
                  compliance
                  with the applicable procedural rules in the United States or the
                  PRC, as
                  the case may be;

              


      

       

      
        	 	
                (d)

              	
                the
                  Company’s use of the proceeds from the exercise of any Warrants will not
                  conflict with, or result in a breach or violation of Rules and
                  Regulations
                  enforced by the Office of Foreign Assets Control of the U.S. Department
                  of
                  the Treasury (the “OFAC
                  Regulations”)
                  by any of the parties to this Instrument and neither the Company
                  nor any
                  of its subsidiaries nor any director, officer, agent or employee
                  of any of
                  them, has been designated a sanctioned person under the OFAC Regulations;
                  

              


      

       

      
        	 	
                (e)

              	
                neither
                  the Company nor any of its subsidiaries is or will be an open-end
                  investment company, unit investment trust or face-amount certificate
                  company that is or is required to be registered under Section 8
                  of the US
                  Investment Company Act of 1940;

              


      

       

      
        	 	
                (f)

              	
                the
                  Warrants, upon issue, will be issued to the Warrantholder in accordance
                  with the constitution documents of the Company and any Warrant
                  Shares to
                  be allotted and issued upon exercise of the Warrants will rank
                  pari
                  passu
                  in
                  all respects inter
                  se
                  and with all other Common Shares then in
                  issue;

              


      

       

       

      Warrant
        Instrument

      
        
          
          

        

        
          Schedule
            2-7

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (g)

              	
                each
                  of the Warrants has been duly authorised by the Company and, when
                  duly
                  executed, issued and delivered in accordance with this Instrument
                  will
                  constitute valid, legally binding and enforceable obligations of
                  the
                  Company;

              


      

       

      
        	 	
                (h)

              	
                each
                  of the Warrants and the Warrant Shares into which the Warrants
                  are
                  exercisable will, when issued, be free of all options, rights of
                  pre-emption, rights to acquire, mortgages, charges, pledges, liens
                  or
                  other forms of security or encumbrances on, over or effecting any
                  of them
                  and no person is or shall be entitled to any of the
                  foregoing;

              


      

       

      
        	 	
                (i)

              	
                it
                  has the requisite power to and is and will at all relevant times
                  be
                  entitled to issue and sell each of the Warrants and the Warrant
                  Shares
                  into which the Warrants are exercisable under the terms set out
                  herein;
                  and

              


      

       

      
        	 	
                (j)

              	
                this
                  Instrument has been duly authorized, executed and delivered by
                  the Company
                  and constitutes binding obligations on the Company in accordance
                  with its
                  terms.

              


      

       

      
        	
                9.

              	
                ADJUSTMENTS

              


      

       

      
        	
                9.1

              	
                The
                  number of Warrant Shares issuable upon exercise of a Warrant (or
                  any
                  shares or other securities or property receivable or issuable upon
                  exercise of a Warrant) and the Subscription Price are subject to
                  adjustment upon occurrence of the following
                  events:

              


      

       

      
        	 	
                (a)

              	
                The
                  Subscription Price of a Warrant shall be proportionally decreased
                  and the
                  number of Warrant Shares issuable upon exercise of a Warrant (or
                  any
                  shares or other securities at the time issuable upon exercise of
                  a
                  Warrant) shall be proportionally increased to reflect any share
                  split or
                  subdivision of the Common Shares. The Subscription Price of a Warrant
                  shall be proportionally increased and the number of Warrant Shares
                  issuable upon exercise of a Warrant (or any shares or other securities
                  at
                  the time issuable upon exercise of a Warrant) shall be proportionally
                  decreased to reflect any combination of the Common
                  Shares.

              


      

       

      
        	 	
                (b)

              	
                In
                  case the Company shall make or issue, or shall fix a record date
                  for the
                  determination of eligible holders entitled to receive, a dividend
                  or other
                  distribution with respect to the Common Shares (or any shares or
                  other
                  securities at the time issuable upon exercise of the Warrant) payable
                  in
                  (a) shares or other securities of the Company or (b) assets,
                  then, in each such case, a Warrantholder on exercise of a Warrant
                  at any
                  time after the consummation, effective date or record date of such
                  dividend or other distribution, shall receive, in addition to the
                  Common
                  Shares (or such other shares or securities) issuable on such exercise
                  prior to such date, and without the payment of additional consideration
                  therefor, the shares or such other assets of the Company to which
                  such
                  Warrantholder would have been entitled upon such date if such
                  Warrantholder had exercised such Warrant on the date hereof and
                  had
                  thereafter, during the period from the date hereof to and including
                  the
                  date of such exercise, retained such shares and/or all other additional
                  shares available to it as aforesaid during such period giving effect
                  to
                  all adjustments called for by this Condition
                  9.

              


      

       

       

      Warrant
        Instrument

      
        
          
          

        

        
          Schedule
            2-8

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (c)

              	
                If
                  the Company, by reclassification of shares or otherwise, shall
                  change any
                  of the shares as to which purchase rights under a Warrant exist
                  into the
                  same or a different number of shares of any other class or classes,
                  a
                  Warrant shall thereafter represent the right to acquire such number
                  and
                  kind of shares as would have been issuable as the result of such
                  change
                  with respect to the shares that were subject to the purchase rights
                  under
                  a Warrant immediately prior to such reclassification or other change
                  and
                  the Subscription Price therefore shall be equitably adjusted, all
                  subject
                  to further adjustment as provided in this Condition
                  9.

              


      

       

      
        	 	
                (d)

              	
                In
                  case of any reorganization of the capital shares of the Company
                  (other
                  than a combination, reclassification or subdivision of shares otherwise
                  provided for herein), or any merger or consolidation of the Company
                  with
                  or into another corporation, or the sale of all or substantially
                  all the
                  assets of the Company then, and in each such case, as a part of
                  such
                  reorganization, merger, consolidation, sale or transfer, lawful
                  provision
                  shall be made so that a Warrantholder shall thereafter be entitled
                  to
                  receive, upon exercise of a Warrant, during the period specified
                  herein
                  and upon payment of the Subscription Price then in effect, the
                  number of
                  shares or other securities or property of the successor corporation
                  resulting from such reorganization, merger, consolidation, sale
                  or
                  transfer that a holder of the Common Shares deliverable upon exercise
                  of a
                  Warrant would have been entitled to receive in such reorganization,
                  consolidation, merger, sale or transfer if such Warrant had been
                  exercised
                  immediately before such reorganization, merger, consolidation,
                  sale or
                  transfer, all subject to further adjustment as provided in this
                  Condition
                  9. The foregoing provisions of this Condition 9.1(d) shall similarly
                  apply
                  to successive reorganizations, consolidations, mergers, sales and
                  transfers and to the shares or securities of any other corporation
                  that
                  are at the time receivable upon the exercise of a Warrant. If the
                  per-share consideration payable to a Warrantholder for shares in
                  connection with any such transaction is in a form other than cash
                  or
                  marketable securities, then the value of such consideration shall
                  be
                  determined in good faith by the Company’s Board of Directors. In all
                  events, appropriate adjustment (as determined in good faith by
                  the
                  Company’s Board of Directors) shall be made in the application of the
                  provisions of the Warrants with respect to the rights and interests
                  of the
                  Warrantholder after the transaction, to the end that the provisions
                  of the
                  Warrants shall be applicable after that event, as near as reasonably
                  may
                  be, in relation to any shares or other property deliverable after
                  that
                  event upon exercise of a Warrant.

              


      

       

      
        	
                9.2

              	
                In
                  each case of any adjustment in the Subscription Price, or number
                  or type
                  of shares issuable upon exercise of a Warrant, the chief financial
                  officer
                  (or any person of an equivalent position) of the Company shall
                  compute
                  such adjustment in accordance with the terms of the Warrants and
                  prepare a
                  certificate setting forth such adjustment and showing in detail
                  the facts
                  upon which such adjustment is based, including a statement of the
                  adjusted
                  Subscription Price. The Company shall promptly send (by facsimile
                  or
                  electronic mail, and by either first class mail, postage prepaid
                  or
                  overnight delivery) a copy of each such certificate to each
                  Warrantholder.

              


      

       

      
        	
                9.3

              	
                The
                  Agent shall not be under duty to (i) monitor whether any event
                  or
                  circumstance has happened or exists which may require an adjustment
                  to be
                  made to the Subscription Price or (ii) itself calculate any adjustment
                  to
                  the Subscription Price, and will not be responsible to the holders
                  of the
                  Warrants for any loss resulting from any failure by it to do
                  so.

              


      

       

       

      Warrant
        Instrument

      
        
          
            
            

          

          
            Schedule
              2-9

            
              

            

          

          
            
            

          

        

      

       

      
        	
                10.

              	
                [Intentionally
                  Omitted]

              


      

       

      
        	
                11.

              	
                WINDING
                  UP OF THE COMPANY

              


      

       

      
        	
                11.1

              	
                The
                  Warrantholders shall be (i) notified by the Company of and invited
                  to
                  attend any general shareholder’s
                  meeting of the Company having on its agenda the possible voluntary
                  winding
                  up or dissolution of the Company by operation of law, and (ii)
                  notified by
                  the Company as soon as reasonably practicable of any order of involuntary
                  winding up or dissolution of the
                  Company.

              


      

       

      
        	
                11.2

              	
                In
                  the event of a winding up or dissolution of the Company,
                  each Warrantholder shall be deemed to have exercised all Warrants
                  held by
                  it and it shall be treated as if it had been a holder of Warrant
                  Shares
                  equal to the entitlement under its Subscription Rights prior to
                  any order
                  or resolution for the winding up or dissolution of the Company
                  and to
                  receive out of the proceeds of the reimbursement of the
                  Company’s
                  share capital and the distribution of any liquidation surplus any
                  sum to
                  which it is entitled to as the holder of those Warrant Shares (or
                  would be
                  entitled if the Warrantholder’s
                  Subscription Rights had been so
                  exercised).

              


      

       

      
        	
                11.3

              	
                Subject
                  to compliance with this Condition 11, the Warrants and the Subscription
                  Rights shall lapse on liquidation of the
                  Company.

              


      

       

      
        	
                12.

              	
                TRANSFER
                  AND TRANSMISSION OF
                  WARRANTS

              


      

       

      
        	
                12.1

              	
                The
                  Company shall cause a register (the “Register”)
                  to be kept at the specified office of the Registrar in which will
                  be
                  entered the names and addresses of the Warrantholders and the particulars
                  of the Warrants held by them and all transfers and any exercise
                  of the
                  Warrants.

              


      

       

      
        	
                12.2

              	
                Warrants
                  may, subject to the terms of the Warrant Agency Agreement and to
                  the
                  Conditions below be transferred in whole or in part in an authorised
                  denomination by lodging the relevant Warrant Certificate (with
                  the form of
                  application for transfer in respect thereof duly executed and duly
                  stamped
                  where applicable) at the specified office of the Registrar or
                  Agent.

              


      

       

      
        	
                12.3

              	
                No
                  transfer of a Warrant will be valid unless and until entered on
                  the
                  Register. A Warrant may be registered only in the name of, and
                  transferred
                  only to, a named person (or persons, not exceeding four in
                  number).

              


      

       

      
        	
                12.4

              	
                The
                  Registrar will within five Business Days (as defined below) of
                  any duly
                  made application for the transfer of a Warrant, deliver a new Warrant
                  Certificate to the transferee (and, in the case of a transfer of
                  part only
                  of a Warrant, deliver a Warrant Certificate for the untransferred
                  balance
                  to the transferor), at the specified office of the Registrar, or
                  (at the
                  risk and, if mailed at the request of the transferee or, as the
                  case may
                  be, the transferor otherwise than by ordinary mail, at the expense
                  of the
                  transferee or, as the case may be, the transferor) mail the Warrant
                  by
                  insured mail to such address as the transferee or, as the case
                  may be, the
                  transferor may request.

              


      

       

      
        	
                12.5

              	
                Any
                  transfer will be effected without charge subject to (i) the person
                  making such application for transfer paying or procuring the payment
                  of
                  any taxes, duties and other governmental charges in connection
                  therewith,
                  (ii) the Registrar being satisfied with the documents of title and/or
                  identity of the person making the application and (iii) such
                  reasonable regulations as the Company may from time to time agree
                  with the
                  Registrar and the Agent.

              


      

       

       

      Warrant
        Instrument

      
        
          
          

        

        
          Schedule
            2-10

          
            

          

        

        
          
          

        

      

       

      
        	
                12.6

              	
                Neither
                  the Company nor the Registrar will be required to register the
                  transfer of
                  any Warrant (or part thereof) following the Exercise Date with
                  respect to
                  such Warrant, except to the extent any unexercised Subscription
                  Rights may
                  be transferred (and in that case the transfer may be registered
                  instead of
                  or after issuance of a new Certificate showing the balance of such
                  Warrantholder’s
                  Share).

              


      

       

      
        	
                12.7

              	
                All
                  transfers of Warrants and entries on the Register will be made
                  subject to
                  the detailed regulations concerning transfer of Warrants in the
                  Warrant
                  Agency Agreement. The regulations may be changed by the Company
                  to reflect
                  changes in legal requirements or in any other manner which is not
                  prejudicial to the interests of Warrantholders with the prior approval
                  of
                  the Registrar and the Agent.

              


      

       

      
        	
                13.

              	
                MEETINGS
                  OF WARRANTHOLDERS

              


      

       

      
        	
                13.1

              	
                The
                  provisions of Schedule 3 apply in relation to meetings of Warrantholders.
                  

              


      

       

      
        	
                13.2

              	
                Any
                  right for the time being attached to the Warrants (including the
                  Subscription Rights) may from time to time (whether or not the
                  Company is
                  being wound up) be altered or abrogated at the instigation or with
                  the
                  approval of the Company with the prior sanction of the Majority
                  Warrantholders.

              


      

       

      
        	
                14.

              	
                INFORMATION
                  RIGHTS OF WARRANTHOLDERS

              


      

       

      
        	
                14.1

              	
                The
                  Company shall send to each Warrantholder a copy of its annual report,
                  annual audited accounts and all documents required by law to be
                  annexed to
                  it and copies of each statement, notice or circular issued to the
                  holders
                  of Common Shares concurrently with the issue of such documents
                  to such
                  holders. 

              


      

       

      
        	
                14.2

              	
                The
                  Warrantholders shall be entitled to attend all meetings of the
                  Company's
                  shareholders, but shall not be entitled to vote in their capacity
                  as
                  Warrantholders.

              


      

       

      
        	
                14.3

              	
                Each
                  Warrantholder shall keep confidential any information received
                  by it in
                  its capacity as a Warrantholder which is of a confidential nature,
                  provided however that a Warrantholder may disclose any such information:
                  

              


      

       

      
        	 	
                (a)

              	
                to
                  an actual or potential assignee or transferee, or their advisers
                  subject
                  to such person undertaking a duty of confidentiality to the Company
                  on
                  similar terms; or

              


      

       

      
        	 	
                (b)

              	
                to
                  the extent the information is already in the public domain; or
                  

              


      

       

      
        	 	
                (c)

              	
                if
                  required by law, any court or other proceedings, or any regulatory
                  or other governmental authority; or

              


      

       

      
        	 	
                (d)

              	
                to
                  its advisers in connection with any action or proposed or contemplated
                  action under or pursuant to this
                  Instrument.

              


      

       

      
        	
                15.

              	
                REPLACEMENT
                  CERTIFICATES

              


      

       

      If
        a
        Certificate is mutilated, defaced, lost, stolen or destroyed, it will be
        replaced at the specified office of the Registrar or the Agent upon payment
        by
        the claimant of such reasonable costs as may be incurred in connection with
        that
        replacement and on such terms as to evidence and indemnity as the Company
        may
        reasonably require. A mutilated or defaced Certificate shall be surrendered
        before a replacement is issued. Any issue of a new Certificate pursuant to
        this
        Condition shall be noted by the Registrar with full particulars on the Register,
        including details of any indemnity required in relation thereto.

       

       

      Warrant
        Instrument

      
        
          
          

        

        
          Schedule
            2-11

          
            

          

        

        
          
          

        

      

       

      
        	
                16.

              	
                NOTICES

              


      

       

      Each
        notice to Warrantholders required for the purposes of any provision of this
        Instrument shall be given in accordance with the Articles as if the
        Warrantholder was a shareholder of the Company.

       

      So
        long as any of the Warrants are represented by the Global Certificate, notices
        required to be given to Warrantholders holding Warrants represented by such
        Global Certificate in accordance with this Condition may be given by delivery
        of
        the relevant notice to the Euroclear operator and Clearstream (as if the
        Warrantholders) for communication by them to the relevant accountholders.
        

       

      
        	
                17.

              	
                CONTRACTS
                  (RIGHTS OF THIRD PARTIES) ACT
                  1999

              


      

       

      A
        person
        other than a Warrantholder who is not a party to this Instrument shall have
        no
        rights under the Contracts (Rights of Third Parties) Act 1999 to enforce
        any
        term of this Instrument. This Condition does not affect any right or remedy
        of
        any person which exists or is available otherwise than pursuant to that Act.
        

       

      
        	
                18.

              	
                GOVERNING
                  LAW AND JURISDICTION

              


      

       

      
        	
                18.1

              	
                This
                  Instrument and the Warrants are governed by, and construed in accordance
                  with, English law.

              


      

       

      
        	
                18.2

              	
                The
                  Company and each Shareholder irrevocably agrees for the benefit
                  of each of
                  the Warrantholders that the courts of England shall have exclusive
                  jurisdiction to hear and determine any suit, action or proceedings,
                  and to
                  settle any disputes, which may arise out of or in connection with
                  this
                  Instrument (respectively “Proceedings”
                  and “Disputes”)
                  and, for such purposes, irrevocably submits to the jurisdiction
                  of such
                  courts.

              


      

       

      
        	
                18.3

              	
                The
                  Company and each Shareholder irrevocably
                  waives any objection which it might now or hereafter have to Proceedings
                  being brought or Disputes settled in the courts of England and
                  agrees not
                  to claim that any such court is an inconvenient or inappropriate
                  forum.

              


      

       

      
        	
                18.4

              	
                The
                  submissions to the jurisdiction of the courts of England shall
                  not (and
                  shall not be construed so as to) limit the right of the Warrantholders
                  or
                  any of them to take Proceedings against any of the Company or the
                  Shareholders in any other court of competent jurisdiction nor shall
                  the
                  taking of Proceedings in any one or more jurisdictions preclude
                  the taking
                  of Proceedings in any other jurisdiction (whether concurrently
                  or not) if
                  and to the extent permitted by applicable
                  law.

              


      

       

      
        	
                18.5

              	
                The
                  Company and each Shareholder hereby consents generally in respect
                  of any
                  Proceedings to the giving of any relief or the issue of any process
                  in
                  connection with such Proceedings including the making, enforcement
                  or
                  execution against any property whatsoever (irrespective of its
                  use or
                  intended use) of any order or judgment which may be made or given
                  in such
                  Proceedings.

              


      

       

       

      Warrant
        Instrument

      
        
          
          

        

        
          Schedule
            2-12

          
            

          

        

        
          
          

        

      

       

      
        	
                18.6

              	
                The
                  Company and each Shareholder agrees that the Warrantholders or
                  any of them
                  may elect by written notice that any Dispute shall be finally settled
                  by
                  arbitration in accordance with the Rules of the London Court of
                  International Arbitration (the “LCIA”)
                  as at present in force and as modified by this Condition 18.6 (the
                  “Rules”),
                  which Rules shall be deemed incorporated in this Instrument. The
                  number of
                  arbitrators shall be three. The parties may nominate and the LCIA
                  Court
                  may appoint arbitrators from among the nationals of any country,
                  whether
                  or not a party is a national of that country. Each arbitrator appointed
                  shall be an attorney experienced in international securities transactions.
                  The seat of arbitration shall be London, England and the language
                  of
                  arbitration shall be English. Sections 45 and 69 of the Arbitration
                  Act
                  1996 shall not apply.

              


      

       

      
        	
                18.7

              	
                Without
                  prejudice to any other mode of service allowed under any relevant
                  law, the
                  Company and each Shareholder: 

              


      

       

      
        	 	
                (a)

              	
                irrevocably
                  appoints The
                  London Law Agency of 69 Southampton Row, London WC1B 4ET,
                  as its agent for service of process in relation to any Proceedings
                  before
                  the English courts in connection with this Instrument; and
                  

              


      

       

      
        	 	
                (b)

              	
                agrees
                  that failure by a process agent to notify the Company or that Shareholder
                  of any Proceedings will not invalidate the Proceedings
                  concerned.

              


      

       

      
        	
                18.8

              	
                To
                  the extent that the Company may in any jurisdiction claim for itself
                  or
                  its assets or revenues immunity from suit, execution, attachment
                  (whether
                  in aid of execution, before judgment or otherwise) or other legal
                  process
                  and to the extent that in any such jurisdiction there may be attributed
                  to
                  itself or its assets or revenues such immunity (whether or not
                  claimed),
                  such person hereby irrevocably agrees not to claim and hereby irrevocably
                  waives such immunity to the full extent permitted by the laws of
                  such
                  jurisdiction.

              


      

       

       

      [Remainder
        of Page Intentionally Left Blank]

       

       

      Warrant
        Instrument

      
        
          
          

        

        
          Schedule
            2-13

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS whereof
        this Instrument has been executed as an agreement on the date first above
        written.

       

       

      
        	
                The
                  Company

                 

              	 
	
                ASIA
                  TIME CORPORATION

                 

              	 
	
                By:
                  

              	 	 
	
                Name:
                  

              	 	 
	
                Title:
                  

              	 	 
	 	 	 
	 	 	 
	 	 	 
	
                The
                  Subscriber

                 

              	 
	
                ABN
                  AMRO BANK N.V.

                 

              	 
	 	 	 
	
                By:
                  

              	 	 
	
                Name:
                  

              	 	 
	
                Title:
                  

              	 	 


      

       

      

        Signature
          Page To

        Warrant
          Instrument

      

      
        
          
          

        

        
          -Schedule
            2-

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      3

     

    
      FORM
        OF
        CERTIFICATE OF NO MATERIAL ADVERSE CHANGE 

    

     

    [l]
      2007


    


    
      	To:	
              ABN
                AMRO Bank N.V.

            


    

    250
      Bishopsgate

    London
      EC2M 4AA

    United
      Kingdom

    


    Attention:
      Global Financial Markets

    


    Dear
      Sirs

    


    Asia
      Time Corporation (the “Issuer”)

    US$8,000,000
      Variable Rate Convertible Bonds due 2012 (the “Bonds”)

    600,000
      Warrants Expiring 2010 (the “Warrants”)

    


    I,
      being
      a duly authorised officer of the Issuer, refer to the Subscription Agreement
      dated [l]
      2007
      (the “Subscription
      Agreement”)
      between the Issuer and ABN AMRO Bank N.V. relating to the issue of the Bonds
      and
      the Warrants.

    


    As
      required by the Subscription Agreement, I certify that at today’s date (a) the
      representations and warranties of the Issuer contained in the Subscription
      Agreement are true, accurate and correct at, and as if made, today, (b) the
      Issuer has performed all of its obligations under the Subscription Agreement
      to
      be performed on or before today and (c) there has been no change which is
      materially adverse to the condition (financial or other), business, prospects,
      properties, shareholders' equity, results of operations or general affairs
      of
      the Issuer or of the Consolidated Group (as defined in the Subscription
      Agreement) taken as a whole since 31 December, 2006. 

    


    Yours
      faithfully

    


    Asia
      Time Corporation 

     

    
      	
              By:

            	
                
                

            
	
              [name]

            	 
	
              Director

            	 


    

     

    
 

    Subscription
      Agreement

    
      
        
        

      

      
        Schedule
          3-1

        
          

        

      

      
        
        

      

    

     

    This
      Agreement has
      been
      entered into on the date stated at the beginning.

     

    
      	
              The
                Issuer

            	 	 	 
	 	 	 	 
	
              ASIA
                TIME CORPORATION

            	 	 	 
	 	 	 	 
	
              By:

            	
              /s/
                Kwong Kai Shun

            	 	 	 
	
              Name:

            	
              Kwong
                Kai Shun

            	 	 	 
	
              Title:

            	
              Chairman

            	 	 	 
	 	 	 	 	 
	
              The
                Subscriber

            	 	 	 
	 	 	 	 
	
              ABN
                AMRO BANK N.V.

            	 	 	 
	 	 	 	 
	
              By:

            	
              /s/
                A. Gardner

            	 	
              /s/
                G. Booth

            	 
	
              Name:

            	
              A.
                Gardner

            	 	
              G.
                Booth

            	 
	
              Title:

            	
              Regional
                Counsel

            	 	
              Managing
                Director

            	 


    

     

    
 

    Signature
      Page to

    Subscription
      Agreement