Unassociated Document


     

    Exhibit
10.1


     

    PROMISSORY
NOTE

    


    
      	
              $115,005.28

            	 
      	
              November
      1, 2010

            


    

    


    FOR VALUE
RECEIVED, and intending to be legally bound, Jago China Holding Limited, a
Nevada corporation with an address at Jago China Holding Limited c/o CSC
Services of Nevada, Inc., 502 East John Street, Nevada 89706 (the “Maker”),
hereby unconditionally and irrevocably promises to pay to the order of Surplus
Elegant Investment Limited with an address Suite 2401, 24F, China Insurance
Group Building, 141 Des Voeux Road Central, Hong Kong (the “Payee”), in lawful
money of the United States of America, the sum of one hundred and fifteen
thousands and five dollars and twenty eight cents ($115,005.28) on or before the
earlier of (i) October 30, 2011 or (ii) the date that the Maker (or a wholly
owned subsidiary of the Maker) consummates a business combination with an
operating company in a reverse merger or reverse takeover transaction or other
transaction after which the Maker would cease to be a shell company (as defined
in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) (the
“Maturity Date”).

    


    Interest
shall not accrue on the outstanding principal balance of this Promissory
Note. This
Promissory Note may be prepaid in whole or in part at any time or from time to
time without penalty prior to the Maturity Date.

    


    For
purposes of this Promissory Note, an "Event of Default" shall occur if the Maker
shall: (i) fail to pay the entire principal amount of this Promissory Note when
due and payable, (ii) admit in writing its inability to pay any of its monetary
obligations under this Promissory Note, (iii) make a general assignment of its
assets for the benefit of creditors, or (iv) allow any proceeding to be
instituted by or against it seeking relief from or by creditors, including,
without limitation, any bankruptcy proceedings, if such proceedings are not
dismissed within 30 days.

    


    In the
event that an Event of Default has occurred, the Payee or any other holder of
this Promissory Note may, by notice to the Maker, declare this entire Promissory
Note to be forthwith immediately due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by the Maker.  In the event that an Event of Default consisting of a
voluntary or involuntary bankruptcy filing has occurred, then this entire
Promissory Note shall automatically become due and payable without any notice or
other action by Payee.

    


    The
nonexercise or delay by the Payee or any other holder of this Promissory Note of
any of its rights hereunder in any particular instance shall not constitute a
waiver thereof in that or any subsequent instance.  No waiver of any
right shall be effective unless in writing signed by the Payee, and no waiver on
one or more occasions shall be conclusive as a bar to or waiver of any right on
any other occasion.

    


    Should
any part of the indebtedness evidenced hereby be collected by law or through an
attorney-at-law, the Payee or any other holder of this Promissory Note shall, if
permitted by applicable law, be entitled to collect from the Maker all
reasonable costs of collection, including, without limitation, attorneys’ fees
and expenses.

    


    All
notices and other communications must be in writing to the address of the party
set forth in the first paragraph hereof and shall be deemed to have been
received when delivered personally (which shall include via an overnight courier
service) or, if mailed, three (3) business days after having been mailed by
registered or certified mail, return receipt requested, postage prepaid. The
parties may designate by notice to each other any new address for the purpose of
this Promissory Note.

    


    Maker
hereby forever waives presentment, demand, presentment for payment, protest,
notice of protest, and notice of dishonor of this Promissory Note and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this Promissory Note.

    


    This
Promissory Note shall be binding upon the successors and assigns of the Maker,
and shall be binding upon, and inure to the benefit of, the successors and
assigns of the Payee.



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    This
Promissory Note shall be governed by and construed in accordance with the
internal laws of the State of Nevada.

    


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    IN
WITNESS WHEREOF, the undersigned Maker has executed this Promissory Note on
November 1, 2010.

    


    
      	 
      	
              MAKER:

            
	 
      	 
      	 
      
	 
      	
              Jago
      China Holding Limited

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/
      Yin Yin Shao

            
	 
      	 
      	
              Name:
      Yin Yin Shao

            
	 
      	 
      	
              Title:
      President, Treasurer and Secretary