Long-e
      International Group Co., Ltd.

     

    NOTE
      AND WARRANT PURCHASE AGREEMENT

     

    September
      22, 2006

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    

      
        	 	 	 	 	
                Page

              
	 	 	 	 	 
	
                1.

              	 	
                Definitions

              	 	
                1

              
	 	 	 	 	 
	
                2.

              	 	
                Terms
                  of the Secured Notes

              	 	
                3

              
	 	 	
                2.1

              	 	
                Issuance
                  of Secured Notes

              	 	
                3

              
	 	 	
                2.2

              	 	
                Right
                  to Convert Notes

              	 	
                3

              
	 	 	 	 	 
	
                3.

              	 	
                Warrants

              	 	
                4

              
	 	 	 	 	 
	
                4.

              	 	
                Closing
                  Mechanics

              	 	
                4

              
	 	 	 	 	 
	
                5.

              	 	
                Representations
                  and Warranties of the Company

              	 	
                5

              
	 	 	
                5.1

              	 	
                Organization,
                  Good Standing and Qualification

              	 	
                5

              
	 	 	
                5.2

              	 	
                Authorization

              	 	
                5

              
	 	 	
                5.3

              	 	
                Compliance
                  with Other Instruments

              	 	
                5

              
	 	 	
                5.4

              	 	
                Valid
                  Issuance of Stock

              	 	
                5

              
	 	 	 	 	 
	
                6.

              	 	
                Representations
                  and Warranties of the Lenders

              	 	
                6

              
	 	 	
                6.1

              	 	
                Authorization

              	 	
                6

              
	 	 	
                6.2

              	 	
                Purchase
                  Entirely for Own Account

              	 	
                6

              
	 	 	
                6.3

              	 	
                Disclosure
                  of Information

              	 	
                6

              
	 	 	
                6.4

              	 	
                Investment
                  Experience

              	 	
                6

              
	 	 	
                6.5

              	 	
                Accredited
                  Investor

              	 	
                6

              
	 	 	
                6.6

              	 	
                Restricted
                  Securities

              	 	
                6

              
	 	 	
                6.7

              	 	
                Further
                  Limitations on Disposition

              	 	
                7

              
	 	 	
                6.8

              	 	
                Legends

              	 	
                7

              
	 	 	 	 	 
	
                7.

              	 	
                State
                  Commissioners of Corporations

              	 	
                7

              
	 	 	 	 	 
	
                8.

              	 	
                Defaults
                  and Remedies

              	 	
                7

              
	 	 	
                8.1

              	 	
                Events
                  of Default

              	 	
                7

              
	 	 	
                8.2

              	 	
                Remedies

              	 	
                8

              
	 	 	 	 	 
	
                9.

              	 	
                Miscellaneous

              	 	
                9

              
	 	 	
                9.1

              	 	
                Successors
                  and Assigns

              	 	
                9

              
	 	 	
                9.2

              	 	
                Governing
                  Law

              	 	
                9

              
	 	 	
                9.3

              	 	
                Counterparts

              	 	
                9

              
	 	 	
                9.4

              	 	
                Titles
                  and Subtitles

              	 	
                9

              
	 	 	
                9.5

              	 	
                Notices

              	 	
                9

              
	 	 	
                9.6

              	 	
                Finder’s
                  Fee

              	 	
                9

              
	 	 	
                9.7

              	 	
                Expenses

              	 	
                10

              
	 	 	
                9.8

              	 	
                Entire
                  Agreement; Amendments and Waivers

              	 	
                10

              
	 	 	
                9.9

              	 	
                Effect
                  of Amendment or Waiver

              	 	
                10

              
	 	 	
                9.10

              	 	
                Severability

              	 	
                10

              
	 	 	
                9.11

              	 	
                Stock
                  Purchase Agreement

              	 	
                10

              
	 	 	
                9.12

              	 	
                Exculpation
                  Among Lenders

              	 	
                10

              
	 	 	
                9.13

              	 	
                Acknowledgement

              	 	
                11

              
	 	 	
                9.14

              	 	
                Indemnity;
                  Costs, Expenses and Attorneys’ Fees

              	 	
                11

              
	 	 	
                9.15

              	 	
                Further
                  Assurance

              	 	
                11

              
	 	 	 	 
	
                EXHIBIT
                  A

              	
                CONVERTIBLE
                  PROMISSORY NOTE

              	 	 
	
                EXHIBIT
                  B

              	
                WARRANT
                  TO PURCHASE SHARES OF EQUITY SECURITIES

              	 	 


      

    

     

    
      
        
        

      

      
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    NOTE
      AND WARRANT PURCHASE AGREEMENT

     

    THIS
      NOTE AND WARRANT PURCHASE AGREEMENT
      (“Agreement”) is made as of September 22,
      2006,
      by and among Long-e International Group Co., Ltd., a British Virgin Islands
      corporation (the “Company”), and the lenders (each individually a “Lender,” and
      collectively the “Lenders”) named on the Schedule of Lenders attached hereto
      (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this
      Agreement shall have the meanings ascribed to them in Section 1
      below.

     

    WHEREAS,
      each of
      the Lenders intends to provide certain Consideration to the Company as described
      for each Lender on the Schedule of Lenders; 

     

    WHEREAS,
      the
      parties wish to provide for the sale and issuance of such Notes and Warrants
      in
      return for the provision by the Lenders of the Consideration to the Company;
      and

     

    WHEREAS,
      the
      parties intend for the Company to issue in return for the Consideration one
      or
      more Notes and Warrants to purchase shares of the Company’s Equity
      Securities.

     

    NOW,
      THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

     

    1. Definitions.

     

    (a) “Consideration”
shall
      mean the amount of money paid by each Lender pursuant to this Agreement as
      shown
      on the Schedule of Lenders.

     

    (b) “Conversion
      Shares”
shall,
      for purposes of determining the type of Equity Securities issuable upon
      conversion of the Notes or exercise of the Warrants, mean:

     

    (i) if
      the
      Notes are converted to equity pursuant to Section 2.2(a) below, the Equity
      Securities issued in the Next Equity Financing; and

     

    (ii) if
      the
      Notes are converted to equity pursuant to Section 2.2(b) or 2.2(c) below, shares
      of Common Stock.

     

    (c) “Conversion
      Price”
shall
      mean:

     

    (i) with
      respect to a conversion pursuant to Section 2.2(a) below, 70% of the price
      paid
      per share for Equity Securities by the investors in the Next Equity
      Financing; 

     

    (ii) with
      respect to a conversion pursuant to Section 2.2(b) or 2.2(c) below, (x) 70%
      of
      the price to be paid per share for Equity Securities by the investors in the
      Next Equity Financing if pricing terms have been agreed upon and documented
      in a
      term sheet or definitive agreement, or (y) if pricing terms have not yet been
      documented for the Next Equity Financing, the price stated in a pricing notice
      to be provided by the Company, or its representatives, to the Lender no later
      than December 31, 2006, or (z) if such pricing notice has not been provided
      by
      December 31, 2006, $0.33 per share (as adjusted for any stock splits, stock
      dividends, combinations, subdivisions, recapitalizations or the
      like).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) “Corporate
      Transaction”
shall
      mean (A) the closing of the sale, transfer or other disposition of all or
      substantially all of this Company’s assets, (B) the consummation of the
      merger or consolidation of this Company with or into another entity (except
      a
      merger or consolidation in which the holders of capital stock of this Company
      immediately prior to such merger or consolidation continue to hold at least
      50%
      of the voting power of the capital stock of this Company or the surviving or
      acquiring entity), (C) the closing of the transfer (whether by merger,
      consolidation or otherwise), in one transaction or a series of related
      transactions, to a person or group of affiliated persons (other than an
      underwriter of this Company’s securities), of this Company’s securities if,
      after such closing, such person or group of affiliated persons would hold 50%
      or
      more of the outstanding voting stock of this Company (or the surviving or
      acquiring entity) or (D) a liquidation, dissolution or winding up of this
      Company; provided, however, that a transaction shall not constitute a
      Liquidation Event if its sole purpose is to change the state of this Company’s
      incorporation or to create a holding company that will be owned in substantially
      the same proportions by the persons who held this Company’s securities
      immediately prior to such transaction; provided, however a Corporate Transaction
      shall not include the issuance of Equity Securities in the Next Equity
      Financing. 

     

    (e) “Equity
      Securities”
shall
      mean the Company’s Common Stock or Preferred Stock or any securities conferring
      the right to purchase the Company’s Common Stock or Preferred Stock or
      securities convertible into, or exchangeable for (with or without additional
      consideration), the Company’s Common Stock or Preferred Stock, except any
      security granted, issued and/or sold by the Company to any director, officer,
      employee or consultant of the Company in such capacity for the primary purpose
      of soliciting or retaining their services.

     

    (f) “Majority
      Note Holders”
shall
      mean the holders of a majority in interest of the aggregate principal amount
      of
      Notes.

     

    (g) “Maturity
      Date”
shall
      mean September 22,
      2009.

     

    (h) “Next
      Equity Financing”
shall
      mean the next sale (or series of related sales) by the Company of its Equity
      Securities following the date of this Agreement from which the Company receives
      gross proceeds of not less than US$1,000,000 excluding the aggregate amount
      of
      debt securities converted into Equity Securities upon conversion of the Notes
      pursuant to Section 2.2 below) and
      further
      to which the Company completes a Reverse Merger;

     

    (i) “Notes”
shall
      mean the one or more promissory notes issued to each Lender pursuant to Section
      2.1 below, the form of which is attached hereto as Exhibit
      A.

     

    (j) “Period”
shall
      mean 30 consecutive days, without regard to actual calendar months.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (k) “Purchase
      Price of the Warrants” shall
      mean the price paid by the Lenders to receive each Warrant, which amount shall
      be .01% percent
      of the principal amount of each Note. 

     

    (l) “Reverse
      Merger”
shall
      mean either a (i) merger of the Company into a Shell, (ii) merger of the Company
      with a subsidiary of a Shell whereby the Company is the surviving entity and
      the
      shell Exchanges newly issued shares for the outstanding shares of the Company
      or
      (iii) share exchange where shareholders of the Company exchange their shares
      for
      shares of the Shell.

     

    (m) “Reverse
      Merger Withdrawal”
shall
      mean notice by the Company to the Lender or the Lender having a reasonable
      basis
      to believe that the Company does not intend to effect the Reverse Merger which
      shall include, but not be limited to, the Company entering into or agreeing
      to
      enter into an alternative financing transaction or Corporate Transaction other
      than the Reverse Merger.

     

    (n) “Shell”
shall
      mean a company reporting under Section 13 or 15 of the Securities Exchange
      Act
      of 1934, as amended, or that has a class of securities registered under Section
      12 of the Securities Act of 1933, as amended, and that has no or nominal
      operations or has identified itself as a shell in its periodic reports as filed
      with the Securities and Exchange Commission.

     

    (o) “Warrants”
shall
      mean one or more warrants issued pursuant to Section 3 below.

     

    (p) “Warrant
      Coverage Amount”
shall
      mean, with respect to any particular Warrant issued to a Lender, fifty percent
      (50%) of the principal amount of the Note issued to such Lender in conjunction
      with such Warrant multiplied by (Y) the number of whole Periods such Note
      remains outstanding after the date hereof; provided, that any partial period
      shall be rounded up to the next whole Period.

     

    2. Terms
      of
      the Secured Notes.

     

    2.1 Issuance
      of Secured Notes.
      In return for the Consideration paid by each Lender, the Company shall sell
      and
      issue to such Lender one or more secured Notes. Each Note shall have a principal
      balance equal to that portion of the Consideration, less the Purchase Price
      of
      the Warrant, paid by such Lender for the Note, as set forth in the Schedule
      of
      Lenders. Each Note shall be convertible into Conversion Shares pursuant to
      Section 2.2 below and shall be secured by the assets of the Company as described
      in such Notes and any related security agreement.

     

    2.2 Right
      to Convert Notes.

     

    (a) Next
      Equity Financing.
      The
      principal and unpaid accrued interest of each Note may be converted, at the
      option of the holder thereof, in whole or in part, into Conversion Shares upon
      the closing of the Next Equity Financing. Notwithstanding the foregoing, accrued
      interest on this Note may be paid in cash at the option of the Company. The
      number of Conversion Shares to be issued upon such conversion shall be equal
      to
      the quotient obtained by dividing the outstanding principal and unpaid accrued
      interest on a Note to be converted, or portion thereof, on the date of
      conversion, by the Conversion Price. At least five (5) days prior to the
      closing of the Next Equity Financing, the Company shall notify the holder of
      each Note in writing of the terms under which the Equity Securities of the
      Company will be sold in such financing. The issuance of Conversion Shares
      pursuant to the conversion of each Note shall be upon and subject to the same
      terms and conditions applicable to the Equity Securities sold in the Next Equity
      Financing.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Maturity
      Conversion.
      If the
      Next Equity Financing has not occurred on or before the Maturity Date, the
      principal and unpaid accrued interest of each Note may be converted, at the
      option of the holder thereof, in whole or in part, into Conversion Shares.
      The
      number of Conversion Shares to be issued upon conversion shall be equal to
      the
      quotient obtained by dividing the outstanding principal and unpaid accrued
      interest due on a Note to be converted, or portion thereof, on the date of
      conversion by the Conversion Price.

     

    (c) Corporate
      Transaction or Reverse Merger Withdrawal.
      In the
      event of a Corporate Transaction or Reverse Merger withdrawal prior to full
      payment of a Note or prior to the time when a Note may be converted (as provided
      herein), all outstanding principal and unpaid accrued interest due on such
      Note
      shall, at Lender’s election, be (i) due and payable in full prior to the closing
      of the Corporate Transaction or Reverse Merger Withdrawal or (ii) be converted
      into Conversion Shares.

     

    (d) No
      Fractional Shares.
      Upon
      the conversion of a Note into Conversion Shares, in lieu of any fractional
      shares to which the holder of the Note would otherwise be entitled, the Company
      shall pay the Note holder cash equal to such fraction multiplied by the
      Conversion Price.

     

    (e) Mechanics
      of Conversion.
      Before
      any Note holder shall be entitled to convert the same into Conversion Shares,
      such holder shall give notice to the Company of the election to convert such
      Notes into Conversion Shares. The Company shall not be required to issue or
      deliver the Conversion Shares until the Note holder has surrendered the Note
      to
      the Company. Such conversion may be made contingent upon the closing of the
      Next
      Equity Financing, Initial Public Offering or Corporate Transaction.

     

    3. Warrants.
      Upon the Closing (as defined in Section 4.1 below), and in return for the
      Company’s receipt of the Purchase Price of Warrant and the principal of the
      Notes, each Lender shall receive a warrant to purchase Conversion Shares in
      the
      form attached hereto as Exhibit B
      (the
“Warrant”). Each Warrant shall be exercisable for that number of Conversion
      Shares determined
      by dividing the Warrant Coverage Amount by the Conversion Price. The exercise
      price for the Conversion Shares purchasable upon exercise of the Warrants shall
      be the Conversion Price applicable to such shares.

     

    4. Closing
      Mechanics.

     

    The
      closing (the “Closing”) of the purchase of the Notes and issuance of the
      Warrants in return for the Consideration paid by each Lender shall take place
      at
      the offices of the Kirkpatrick & Lockhart Nicholson Graham LLP, at 10100
      Santa Monica Blvd., Seventh Floor, Los Angeles, CA 90037 p.m., on
      ______________,
      or at
      such other time and place as the Company and Lenders purchasing a majority
      in
      interest of the aggregate principal amount of the Notes to be sold at the
      Closing agree upon orally or in writing. At the Closing, each Lender shall
      deliver the Consideration to the Company and the Company shall deliver to each
      Lender one or more executed Notes and Warrants in return for the respective
      Consideration provided to the Company.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5. Representations
      and Warranties of the Company.
      In connection with the transactions provided for herein, the Company hereby
      represents and warrants to the Lenders that:

     

    5.1 Organization,
      Good Standing and Qualification.
      The Company is a corporation duly organized, validly existing, and in good
      standing under the laws of the State of California and has all requisite
      corporate power and authority to carry on its business as now conducted. The
      Company is duly qualified to transact business and is in good standing in each
      jurisdiction in which the failure to so qualify would have a material adverse
      effect on its business or properties.

     

    5.2 Authorization.
      Except for the authorization and issuance of the shares issuable in connection
      with the Next Equity Financing, all corporate action has been taken on the
      part
      of the Company, its officers, directors and stockholders necessary for the
      authorization, execution and delivery of this Agreement, the Notes and the
      Warrants. Except as may be limited by applicable bankruptcy, insolvency,
      reorganization, or similar laws relating to or affecting the enforcement of
      creditors’ rights, the Company has taken all corporate action required to make
      all of the obligations of the Company reflected in the provisions of this
      Agreement, the Notes and the Warrants, the valid and enforceable obligations
      they purport to be. The issuance of the Notes, or their subsequent conversion
      into Conversion Shares, will not be subject to the preemptive rights of any
      stockholder of the Company. The
      Company has authorized sufficient shares of its capital stock to
      allow
      for conversion of the Notes and exercise of the Warrant as described in Section
      2.2 and Section 3.

     

    5.3  Compliance
      with Other Instruments.
      Neither the authorization, execution and delivery of this Agreement, nor the
      issuance and delivery of the Notes and the Warrants, will constitute or result
      in a material default or violation of any law or regulation applicable to the
      Company or any material term or provision of the Company’s current Certificate
      of Incorporation or bylaws or any material agreement or instrument by which
      it
      is bound or to which its properties or assets are subject. 

     

    5.4 Valid
      Issuance of Stock.
      The Conversion Shares to be issued, sold and delivered in accordance with the
      terms of the Warrants will be duly authorized and validly issued, fully paid
      and
      nonassessable and, based in part upon the representations and warranties of
      the
      Lenders in this Agreement, will be issued in compliance with all applicable
      federal and state securities laws. The Conversion Shares to be issued, sold
      and
      delivered upon conversion of the Notes will be duly and validly issued, fully
      paid and nonassessable and, based in part upon the representations and
      warranties of the Lenders in this Agreement, will be issued in compliance with
      all applicable federal and state securities laws.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    6. Representations
      and Warranties of the Lenders.
      In connection with the transactions provided for herein, each Lender hereby
      represents and warrants to the Company that:

     

    6.1 Authorization.
      This Agreement constitutes such Lender’s valid and legally binding obligation,
      enforceable in accordance with its terms, except as may be limited by
      (i) applicable bankruptcy, insolvency, reorganization, or similar laws
      relating to or affecting the enforcement of creditors’ rights and (ii) laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies. Each Lender represents that it has full power and authority
      to enter into this Agreement.

     

    6.2 Purchase
      Entirely for Own Account.
      Each Lender acknowledges that this Agreement is made with Lender in reliance
      upon such Lender’s representation to the Company that the Notes, the Warrants,
      the Conversion Shares, and any Common Stock issuable upon conversion of the
      Conversion Shares (collectively, the “Securities”) will be acquired for
      investment for Lender’s own account, not as a nominee or agent, and not with a
      view to the resale or distribution of any part thereof, and that such Lender
      has
      no present intention of selling, granting any participation in, or otherwise
      distributing the same. By executing this Agreement, each Lender further
      represents that such Lender does not have any contract, undertaking, agreement
      or arrangement with any person to sell, transfer or grant participations to
      such
      person or to any third person, with respect to the Securities.

     

    6.3 Disclosure
      of Information.
      Each Lender acknowledges that it has received all the information it considers
      necessary or appropriate for deciding whether to acquire the Notes and the
      Warrants. Each Lender further represents that it has had an opportunity to
      ask
      questions and receive answers from the Company regarding the terms and
      conditions of the offering of the Notes and the Warrants.

     

    6.4 Investment
      Experience.
      Each Lender is an investor in securities of companies in the development stage
      and acknowledges that it is able to fend for itself, can bear the economic
      risk
      of its investment and has such knowledge and experience in financial or business
      matters that it is capable of evaluating the merits and risks of the investment
      in the Securities. If other than an individual, each Lender also represents
      it
      has not been organized solely for the purpose of acquiring the
      Securities.

     

    6.5 Accredited
      Investor.
      Each
      Lender is an “accredited investor” within the meaning of Rule 501 of Regulation
      D of the Securities and Exchange Commission (the “SEC”), as presently in
      effect.

     

    6.6 Restricted
      Securities.
      Each Lender understands that the Notes and the Warrants are characterized as
      “restricted securities” under the federal securities laws inasmuch as they are
      being acquired from the Company in a transaction not involving a public offering
      and that under such laws and applicable regulations such securities may be
      resold without registration under the Act only in certain limited circumstances.
      Each Lender represents that it is familiar with SEC Rule 144, as presently
      in
      effect, and understands the resale limitations imposed thereby and by the
      Act.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    6.7 Further
      Limitations on Disposition.
      Without in any way limiting the representations and warranties set forth above,
      each Lender further agrees not to make any disposition of all or any portion
      of
      the Notes and Warrants unless and until the transferee has agreed in writing
      for
      the benefit of the Company to be bound by this Section 6 and:

     

    (a) There
      is
      then in effect a registration statement under the Act covering such proposed
      disposition and such disposition is made in accordance with such registration
      statement; or

     

    (b) (i)
      Lender has notified the Company of the proposed disposition and has furnished
      the Company with a detailed statement of the circumstances surrounding the
      proposed disposition and (ii) if
      reasonably requested by the Company, Lender shall have furnished the Company
      with an opinion of counsel, reasonably satisfactory to the Company, that such
      disposition will not require registration of such shares under the Act. It
      is
      agreed that the Company will not require opinions of counsel for transactions
      made pursuant to Rule 144 except in extraordinary circumstances.

     

    6.8 Legends.
      It is understood that the Securities may bear the following legend:


     

    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
      OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
      OR
      UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.”

     

    7. State
      Commissioners of Corporations.

     

    THE
      SALE
      OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED
      WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE
      ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
      CONSIDERATION FOR SUCH SECURITIES PRIOR TO SUCH QUALIFICATION IS UNLAWFUL,
      UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100,
      25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES
      TO
      THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
      UNLESS THE SALE IS SO EXEMPT.

     

    8. Defaults
      and Remedies.

     

    8.1 Events
      of Default.
      The following events shall be considered Events of Default with respect to
      each
      Note:

     

    (a) The
      Company shall default in the payment of any part of the principal or unpaid
      accrued interest on the Note for more than thirty (30) days after the
      Maturity Date or at a date fixed by acceleration or otherwise;

    
       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    (b) The
      Company shall make an assignment for the benefit of creditors, or shall admit
      in
      writing its inability to pay its debts as they become due, or shall file a
      voluntary petition for bankruptcy, or shall file any petition or answer seeking
      for itself any reorganization, arrangement, composition, readjustment,
      dissolution or similar relief under any present or future statute, law or
      regulation, or shall file any answer admitting the material allegations of
      a
      petition filed against the Company in any such proceeding, or shall seek or
      consent to or acquiesce in the appointment of any trustee, receiver or
      liquidator of the Company, or of all or any substantial part of the properties
      of the Company, or the Company or its respective directors or majority
      stockholders shall take any action looking to the dissolution or liquidation
      of
      the Company; 

     

    (c) Within
      thirty (30) days after the commencement of any proceeding against the
      Company seeking any bankruptcy reorganization, arrangement, composition,
      readjustment, liquidation, dissolution or similar relief under any present
      or
      future statute, law or regulation, such proceeding shall not have been
      dismissed, or within thirty (30) days after the appointment without the
      consent or acquiescence of the Company of any trustee, receiver or liquidator
      of
      the Company or of all or any substantial part of the properties of the Company,
      such appointment shall not have been vacated;

     

    (d) Within
      thirty (30) days after the Company becomes involved in litigation that threatens
      to materially and adversely affect the Company’s business, operations, assets,
      results of operations or prospects if the Company’s involvement has not
      terminated by such date in a manner that does not and could not reasonably
      be
      expected to materially and adversely affect the Company’s business, operations,
      assets, results of operations or prospects;

     

    (e) Any
      default or defined event of default that has not otherwise been cured or
      forgiven shall occur under any agreement to which the Company or any of its
      subsidiaries is a party that evidences Indebtedness of $25,000 or more;


     

    (f) Reverse
      Merger Withdrawal; or

     

    (g) The
      Company shall fail to observe or perform any other obligation to be observed
      or
      performed by it under this Agreement, the Notes, the Warrants or the Security
      Agreement within 30 days after written notice from the Majority Noteholders
      to
      perform or observe the obligation.

     

    8.2 Remedies.
      Upon the occurrence of an Event of Default under Section 8.1 hereof, at the
      option and upon the declaration of the holder of a Note, the entire unpaid
      principal and accrued and unpaid interest on such Note shall, without
      presentment, demand, protest, or notice of any kind, all of which are hereby
      expressly waived, be forthwith due and payable, and such holder may, immediately
      and without expiration of any period of grace, enforce payment of all amounts
      due and owing under such Note and exercise any and all other remedies granted
      to
      it at law, in equity or otherwise.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    9. Miscellaneous.

     

    9.1 Successors
      and Assigns.
      Except as otherwise provided herein, the terms and conditions of this Agreement
      shall inure to the benefit of and be binding upon the respective successors
      and
      assigns of the parties, provided, however, that the Company may not assign
      its
      obligations under this Agreement without the written consent of the Majority
      Note Holders. Nothing in this Agreement, express or implied, is intended to
      confer upon any party other than the parties hereto or their respective
      successors and assigns any rights, remedies, obligations or liabilities under
      or
      by reason of this Agreement, except as expressly provided in this
      Agreement.

     

    9.2 Governing
      Law.
      This Agreement, the Notes and
      the
      Warrants shall be governed by and construed under the laws of the State of
      California as applied to agreements among California residents, made and to
      be
      performed entirely within the State of California.

     

    9.3 Counterparts.
      This Agreement may be executed in two or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and the
      same instrument.

     

    9.4 Titles
      and Subtitles.
      The titles and subtitles used in this Agreement are used for convenience only
      and are not to be considered in construing or interpreting this
      Agreement.

     

    9.5 Notices.
      All notices and other communications given or made pursuant hereto shall be
      in
      writing and shall be deemed effectively given: (i) upon personal delivery to
      the
      party to be notified, (ii) when sent by confirmed electronic mail or facsimile
      if sent during normal business hours of the recipient, if not so confirmed,
      then
      on the next business day, (iii) five (5) days after having been sent by
      registered or certified mail, return receipt requested, postage prepaid or
      (iv)
      one (1) day after deposit with a nationally recognized overnight courier,
      specifying next day delivery, with written verification of receipt. All
      communications shall be sent to the respective parties at the following
      addresses (or at such other addresses as shall be specified by notice given
      in
      accordance with this Section 9.5):

     

    If
      to the
      Company:

    


    Long-e
      International Group Co., Ltd.

    Akara
      Bldg. 24 De Castro Street Wickhams Cay 1

    Road
      Town
      Tortola, British Virgin Islands

    Attention:
      Chief Executive Officer

    


    If
      to
      Lenders:

    


    At
      the
      respective addresses shown on the signature pages hereto.

    


    9.6 Finder’s
      Fee.
      Each party represents that it neither is nor will be obligated for any finder’s
      fee or commission in connection with this transaction. Lender agrees to
      indemnify and to hold harmless the Company from any liability for any commission
      or compensation in the nature of a finder’s fee (and the costs and expenses of
      defending against such liability or asserted liability) for which Lender or
      any
      of its officers, partners, employees or representatives is responsible. The
      Company agrees to indemnify and hold harmless Lender from any liability for
      any
      commission or compensation in the nature of a finder’s fee (and the costs and
      expenses of defending against such liability or asserted liability) for which
      the Company or any of its officers, employees or representatives is
      responsible.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    9.7 Expenses.
      If any action at law or in equity is necessary to enforce or interpret the
      terms
      of this Agreement, the prevailing party shall be entitled to reasonable
      attorneys’ fees, costs and necessary disbursements in addition to any other
      relief to which such party may be entitled. The Company shall pay all costs
      and
      expenses that it incurs with respect to the negotiation, execution, delivery
      and
      performance of this Agreement. At the Closing, the Company shall reimburse
      the
      reasonable fees and expenses of
      ___________________________________________________________ special
      counsel for the Lenders, not to exceed $5,000.

     

    9.8 Entire
      Agreement; Amendments and Waivers.
      This Agreement, the Notes and the Warrants and the other documents delivered
      pursuant hereto constitute the full and entire understanding and agreement
      between the parties with regard to the subjects hereof and thereof. The
      Company’s agreements with each of the Lenders are separate agreements, and the
      sales of the Notes and Warrants to each of the Lenders are separate sales.
      Nonetheless, any term of this Agreement, the Notes or the Warrants may be
      amended and the observance of any term of this Agreement, the Notes or the
      Warrants may be waived (either generally or in a particular instance and either
      retroactively or prospectively), with the written consent of the Company and
      the
      Majority Note Holders. Any waiver or amendment effected in accordance with
      this
      Section shall be binding upon each party to this Agreement and any holder of
      any
      Note or Warrant purchased under this Agreement at the time outstanding and
      each
      future holder of all such Notes or Warrants.

     

    9.9 Effect
      of Amendment or Waiver.
      Each Lender acknowledges that by the operation of Section 9.8 hereof, the
      Majority Note Holders will have the right and power to diminish or eliminate
      all
      rights of such Lender under this Agreement and each Note and Warrant issued
      to
      such Lender.

     

    9.10 Severability.
      If one or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision shall be excluded from this Agreement and the
      balance of the Agreement shall be interpreted as if such provision were so
      excluded and shall be enforceable in accordance with its terms.

     

    9.11 Stock
      Purchase Agreement.
      Each Lender understands and agrees that the conversion of the Notes into and
      exercise of the Warrants for Conversion Shares may require such Lender’s
      execution of certain agreements in the form agreed to by investors in the Next
      Equity Financing (in form reasonably agreeable to the Lender) relating to the
      purchase and sale of such securities as well as registration, co-sale, rights
      of
      first refusal, rights of first offer and voting rights, if any, relating to
      such
      securities.

     

    9.12 Exculpation
      Among Lenders.
      Each Lender acknowledges that it is not relying upon any person, firm,
      corporation or stockholder, other than the Company and its officers and
      directors in their capacities as such, in making its investment or decision
      to
      invest in the Company. Each Lender agrees that no other Lender nor the
      respective controlling persons, officers, directors, partners, agents,
      stockholders or employees of any other Lender shall be liable for any action
      heretofore or hereafter taken or omitted to be taken by any of them in
      connection with the purchase and sale of the Securities.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    9.13 Acknowledgement.
      In order to avoid doubt, it is acknowledged that each Lender shall be entitled
      to the benefit of all adjustments in the number of shares of Common Stock of
      the
      Company issuable upon conversion of the Preferred Stock of the Company or as
      a
      result of any splits, recapitalizations, combinations or other similar
      transaction affecting the Common Stock or Preferred Stock underlying the
      Conversion Shares that occur prior to the conversion of the Notes or exercise
      of
      the Warrants.

     

    9.14  Indemnity;
      Costs, Expenses and Attorneys’ Fees.
      The Company shall indemnify and hold each Lender harmless from any loss, cost,
      liability and legal or other expense, including attorneys’ fees of such Lender’s
      counsel, which a Lender may directly or indirectly suffer or incur by reason
      of
      the failure of the Company to perform any of its obligations under this
      Agreement, any Note, any Warrant, any agreement executed in connection herewith
      or therewith, any grant of or exercise of remedies with respect to any
      collateral at any time securing any obligations evidenced by this Agreement
      or
      the Notes, or any Lender’s execution or performance of this Agreement or any
      agreement executed in connection herewith, or acceptance or exercise of any
      Warrant.

     

    9.15 Further
      Assurance.
      From time to time, the Company shall execute and deliver to the Lenders such
      additional documents and shall provide such additional information to the
      Lenders as any Lender may reasonably require to carry out the terms of this
      Agreement and the Notes and any agreements executed in connection herewith
      or
      therewith, or to be informed of the financial and business conditions and
      prospects of the Company.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

    
      	 	 	 
	 	
              Long-e
                International Group Co., Ltd.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Bu Shengfu
	 	
              

              Chief
                Executive Officer

            


    

     

    
      SIGNATURE
        PAGE TO

      NOTE
        AND WARRANT PURCHASE AGREEMENT


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	 	 
	 	
              LENDERS:

            
	 
 	
                MidSouth
                Investor Fund, LP
                
 

              
                

              

               

               

            
	
            	By:  	/s/
              Lyman O. Heidtke
	 	
              
                

              

              Lyman
                O. Heidtke, General Partner

               

            


    

     

    
      	 	 	 
	 
 	
                

              
                

              

               

              
                

              

               

               

            
	
            	By:  	
            
	 	
              
                

              

               

              
                

              

            


    

     

    
      	 	 	 
	 
 	
                

              
                

              

               

              
                

              

               

               

            
	
            	By:  	
            
	 	
              
                

              

               

              
                
 

            


       

       

      SIGNATURE
        PAGE TO

      NOTE
        AND WARRANT PURCHASE AGREEMENT

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


    SCHEDULE
      OF LENDERS 

    


    


    
      	
              Lender

            	 	
              Total

              Consideration

            	 	
              Principal
                Balance of
                Promissory Note

            	 	
              Purchase
                Price

              of
                Warrant

            	 
	
              MidSouth
                Investor Fund, LP 

            	 	
              $

            	500,000.00 	 	 	 	 	 	 	 
	
               

              
                

              

            	 	 	 	 	 	 	 	 	 	 
	
              

            	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
              TOTAL

            	 	
              $

            	      
 	 	
              $

            	   
	 	
              $