CAAC-CAMC Loan Agmt 

            	
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    PROMISSORY
      NOTE

    $200,000

    China
      Ascendance Management Corporation

    


    


    1. PROMISE
      TO PAY

    


    FOR
      VALUABLE CONSIDERATION RECEIVED, the undersigned, China Ascendance Acquisition
      Corporation (hereinafter referred to as “Maker”), hereby promises to pay to the
      order of China Ascendance Management Corporation, (hereinafter referred to
      as
“Holder”), the unpaid balance of the line of credit of up to TWO HUNDRED
      THOUSAND UNITED STATES DOLLARS (US$200,000), which amount shall be amended
      from
      time to time by mutual consent, together with interest thereon, Jan. 18, 2008
      at
      an interest rate of zero percent per annum.

    


    2. LINE
      OF
      CREIDT & REPAYMENT

    


    Holder
      shall provide a line of credit of up to $200,000 (“LOC”) to Maker. The LOC shall
      be drawn by Maker any time with one (1) day’s notice solely for the funding of
      Maker’s developmental expenses leading to an Initial Public Offering
      (“IPO”).

    


    Maker
      shall repay any and all outstanding balance of the LOC at the earlier of June
      1,
      2008 or the closing of Maker’s IPO (“Maturity Date”) by wire transfer in United
      States dollars to Holder’s designated bank account. 

    


    3. DEFAULT
      PENALTY

    


    If
      Maker
      shall default in the payment of any unpaid balance of the LOC by the Maturity
      Date, Holder shall have the right to access a monthly penalty fee of 10% on
      any
      outstanding balance.

    


    4. PREPAYMENT

    


    Maker
      shall have the right to prepay this Note in whole or part, at any time and
      from
      time to time, prior to the Maturing Date hereof without any prepayment
      penalty.

    


    5. ATTORNEY'S
      FEES

    


    If
      any
      party hereto incurs any legal fees, whether or not legal action is instituted,
      to enforce the terms of this Note or to recover damages or injunctive relief
      of
      this Note it is agreed that the successful or prevailing parties shall be
      entitled to reasonable attorney's fees, expert witness fees and other costs,
      in
      addition to any other relief to which it or they may be
      entitled.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                CAAC-CAMC Loan Agmt 

              	
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      6. GOVERNING
        LAW AND JURISDICTION

    

    


    All
      parties expressly agree that this Note shall be governed by, and construed
      according to, the laws of Cayman Islands, and all parties further agree to
      voluntarily submit to its jurisdiction in the event it becomes necessary to
      initiate and pursue civil litigation over any of the terms contained
      herein.

    


    7. CONSTRUCTION

    


    In
      the
      event that this Note shall require the payment of interest in excess of the
      maximum amount permissible under applicable law, then Maker' obligations
      hereunder shall, automatically and retroactively, be deemed reduced to the
      highest maximum amount permissible under applicable law.

    


    It
      is
      agreed by all parties hereto that time is of the essence of this Note. It is
      further agreed by all parties hereto that the rights and remedies of Holder,
      as
      provided in this Note, shall be cumulative and concurrent, and may be pursued
      singularly, successively or together.

    


    8. MODIFICATION

    


    Neither
      this Note nor any term hereof may be waived, amended, discharged, modified,
      changed, or terminated orally, nor shall any waiver of any provision hereof
      be
      effective except by an instrument in writing signed by Maker and
      Holder

    


    9.
      WAIVER

    


    Maker
      expressly waives presentment, protest and demand, notice of protest, demand
      and
      dishonor and nonpayment of this Note and all other notices of any kind, and
      expressly agrees that this Note, or any payment hereunder, may be extended
      from
      time to time without in any way affecting the liability of Maker and endorsers
      hereof No delay or omission on the part of Holder hereof in exercising any
      right
      hereunder shall operate as a waiver of such right or of any other right under
      this Note.

    


    10. INTEGRATION

    


    This
      Note
      is intended to be the final and complete agreement between the parties as it
      relates to Maker's obligation to repay the unpaid balance of the principal
      sum
      owed, and any prior or contemporaneous agreements between the parties, whether
      oral or written shall
      not
      survive this Agreement.

    


    11. SEVERABILITY

    


    Should
      any provision or portion of this Agreement be held unenforceable or invalid
      for
      any reason, the remaining provisions and portions of this Agreement shall be
      unaffected by that holding.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                CAAC-CAMC Loan Agmt 

              	
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    12. BINDING
      ON HEIRS

    


    Whenever
      used herein, the words, "Maker" and "Holder", shall be deemed to include their
      respective heirs, personal representatives, and successors and
      assigns.

    


    13. EFFECT
      OF
      HEADINGS

    


    The
      subject headings of the Sections and Subsections of this Agreement are included
      for purposes of convenience only, and shall not affect the construction or
      interpretation of any of its provisions.

     

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      day and year herein mentioned.

    


    Executed
      in Beijing, China on June 1, 2007.

    


    MAKER:

    


    


    


    /s/
      Bill Ping Du

    Bill
      Ping
      Du

    Chief
      Executive Officer

    China
      Ascendance Acquisition Corporation

     

    


    Acknowledgment
      of, and agreement to, terms and conditions:

    


    


    HOLDER:

    


    


    


    /s/
      Matthew Hayden

    Matthew
      Hayden

    Chairman

    China
      Ascendance Management Corporation