PROMISSORY
NOTE


    


    
      
        	
                $12,500.00

              	
                As
      of  November 10,
      2010

              


      

    

     

    FOR VALUE
RECEIVED, Prime Acquisition Corp. (“Maker”) promises to pay to the order of
Diana Chia-Huei Liu (“Payee”), or her permitted assigns, the principal sum of
Twelve Thousand Five Hundred Dollars and No Cents ($12,500.00) or such lesser
amount as shall equal the outstanding principal amount hereof (the “Principal
Balance”) in lawful money of the United States of America, on the terms and
conditions described below.

     

    Capitalized
terms used herein that are not otherwise defined shall have the meanings
ascribed to them in Section 11 hereof.

     

    1.           Principal.  The
Principal Balance of this Note shall be repayable on the earlier of (i) November
9, 2011 or (ii) the date on which Maker consummates an initial public
offering.

     

    2.           Interest.  No
interest shall accrue on the Principal Balance of this Note.

     

    3.           Application of
Payments.  All payments shall be applied first to payment in
full of any costs incurred in the collection of any sum due under this Note,
including (without limitation) reasonable attorneys’ fees and then to the
reduction of the Principal Balance of this Note.  This Note may be
prepaid. Any prepayment shall be credited against and reduce the Principal
Balance of, and all other sums payable with regard to, this Note.

     

    4.           Events of
Default.  The following shall constitute Events of
Default:

     

    (a)           Failure to Make Required
Payments.  Failure by Maker to pay the Principal Balance of
this Note within five (5) business days following the date when
due.

     

    (b)           Voluntary Bankruptcy,
Etc.  The commencement by Maker of a voluntary case under the
Federal Bankruptcy Code, as now constituted or hereafter amended, or any other
applicable federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of
its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of
the foregoing.

     

    (c)           Involuntary Bankruptcy,
Etc.  The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of maker in an involuntary case
under the Federal Bankruptcy Code, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or
ordering the winding-up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 consecutive
days.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    5.           Remedies.

     

    (a)           Upon
the occurrence of an Event of Default specified in Section 4(a), Payee may, by
written notice to Maker, declare this Note to be due and payable, whereupon the
Principal Balance of, and all other sums payable with regard to, this Note shall
become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary
notwithstanding.

     

    (b)           Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the
Principal Balance of, and all other sums payable with regard to, this Note shall
automatically and immediately become due and payable, in all cases without any
action on the part of Payee.

     

    6.           Waivers.  Maker
and all endorsers and guarantors of, and sureties for, this Note waive
presentment for payment, demand, notice of dishonor, protest, and notice of
protest with regard to the Note, all errors, defects and imperfections in any
proceedings instituted by Payee under the terms of this Note, and all benefits
that might accrue to Maker by virtue of any present or future laws exempting any
property, real or personal, or any part of the proceeds arising from any sale of
any such property, from attachment, levy or sale under execution, or providing
for any stay of execution, exemption from civil process, or extension of time
for payment; and Maker agrees that any real estate that may be levied upon
pursuant to a judgment obtained by virtue hereof, on any writ of execution
issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee.

     

    7.           Unconditional
Liability.  Maker hereby waives all notices in connection with
the delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by
any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agree that additional makers,
endorsers, guarantors, or sureties may become parties hereto without notice to
them or affecting their liability hereunder.

     

    8.           No Claim to Trust
Account. Payee understands that Maker is a blank check company formed for
the purpose of consummating a “business combination,” as described in its
registration statement on Form F-1 dated August 26, 2010 and confidentially
filed with the Securities and Exchange Commission (the “Registration
Statement”), will establish a trust account  (the “Trust Account”), and
will not have access to the funds in such Trust Account except under the
circumstances set forth in the Registration Statement.  Payee agrees
that it does not have and will not have any right, title, interest or claim of
any kind in or to (i) any assets in the Trust Account, (ii) assets of Maker to
the extent such right, title, interest or claim would impair the amounts in the
Trust Account or (iii) assets distributed from the Trust Account to the public
stockholders (each such right, title, interest or claim a “Claim”); and hereby
waives any Claim, including any claim arising out of any other section of this
Agreement, it may have in the future as a result of, or arising out of, this
agreement or any other negotiations, contracts or agreements with Maker and will
not seek recourse against the Trust Account or the public stockholders for any
reason whatsoever


    
      
         


      

      
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    9.           Notices.  Any
notice called for hereunder shall be deemed properly given if (i) sent by
certified mail, return receipt requested, (ii) personally delivered, (iii)
dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery, (iv) sent by telefacsimile or (v) sent by
e-mail, to the following addresses or to such other address as either party may
designate by notice in accordance with this Section:

    


    If to
Maker:

    


    Prime
Acquisition Corp.

    No. 322,
Zhongshan East Road

    Shijiazhuang

    Hebei
Province, 050011

    People’s
Republic of China

    Attention:  Chief
Executive Officer

    


    If to
Payee:

    


    Diana
Chia-Huei Liu

    486 Walsh
Road

    Atherton,
CA 94027

    


    Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving
party, (ii) the date shown on a telefacsimile transmission confirmation, (iii)
the date on which an e-mail transmission was received by the receiving party’s
on-line access provider (iv) the date reflected on a signed delivery receipt, or
(vi) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.

     

    10.           Restriction on
Transferability.  Payee shall not offer, sale, transfer or
otherwise dispose of this Note without the written consent of Maker, and any
such offer, sale, transfer or disposition made without the written consent of
Maker shall be void and of no effect.

     

    11.           Definitions.  As
used in this Note, the following capitalized terms have the following
meanings:

     

    (a)           “Business
Combination” shall mean the acquisition by the Maker, whether by merger, capital
stock exchange, asset or stock acquisition or other similar type of transaction,
of an operating business which has its principal operations located in the
People’s Republic of China.


    
      
         


      

      
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    (b)           “Obligation”
shall mean and include all loans, advances, debts, liabilities and obligations,
howsoever arising, owed by Maker to Payee of every kind and description, now
existing or hereafter arising under or pursuant to the terms of this Note,
including, all interest, fees, charges, expenses, attorneys’ fees and costs and
accountants’ fees and costs chargeable to and payable by Maker hereunder and
thereunder, in each case, whether direct or indirect, absolute or contingent,
due or to become due, and whether or not arising after the commencement of a
proceeding under the Federal Bankruptcy Code, as amended from time to time and
whether or not allowed or allowable as a claim in any such
proceeding.

     

    12.           Construction.  This
Note shall be construed and enforced in accordance with the domestic, internal
law, but not the law of conflict of laws, of the State of New York.

     

    13.           JURISDICTION;
SERVICE; WAIVERS.  ANY ACTION OR PROCEEDING
IN CONNECTION WITH THIS NOTE MAY BE BROUGHT IN A COURT OF RECORD OF THE STATE OF
NEW YORK IN THE COUNTY OF NEW YORK. THE PARTIES TO THIS AGREEMENT HEREBY CONSENT
TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OF THE STATE OF NEW YORK, AND
SERVICE OF PROCESS MAY BE MADE UPON THE PARTIES TO THIS NOTE BY MAILING A COPY
OF THE SUMMONS AND ANY COMPLAINT TO SUCH PERSON, BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS TO BE USED FOR THE GIVING OF
NOTICES UNDER THIS NOTE. BY ACCEPTANCE HEREOF, THE PARTIES HERETO EACH HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OR
MAINTAINING OF ANY SUCH ACTION OR PROCEEDING IN SUCH
JURISDICTION.

     

    14.           Severability.  Any
provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

    


    [Signature
Page Follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be issued as of the day and year first above written.

    


    
      
        
          
            
              
                	 
      	 
      	
                        PRIME
      ACQUISITION CORP.

                      
	 
      	 
      	 
      
	 
      	 
      	
                        By:

                      	/s/
      William Yu
	 
      	 
      	 
      	
                        Name:
      William Yu

                      
	 
      	 
      	 
      	
                        Title:
      CFO

                      
	 	 	 
	
                        Acknowledged
      and Agreed To:

                      	 
      	 
      
	 
      	 
      	 
      
	/s/
      Diana
      Chia-Huei Liu	 
      	 
      
	
                        Diana
      Chia-Huei Liu

                      	 
      	 
      


              

            

          

        

      

    

    
       

      Promissory
Note – 12.5K from Diana Chia-Huei Liu