PROMISSORY
NOTE

    


    
      	
              $12,500

            	
              As
      of March 25, 2010

            


    

     

    FOR VALUE
RECEIVED, PRIME ACQUISITION CORP., a Cayman Islands exempted company (the
“Maker”), promises to pay to the order of Diana Chia-Huei Liu (the “Payee”), at
such address as may be provided in writing to the Maker, the principal sum of
Twelve Thousand Five Hundred Dollars ($12,500) in lawful money of the United
States of America, on the terms and conditions described below.

     

    1.           Principal.  The
principal balance outstanding under this Note shall be payable no later than the earlier of the consummation of
the initial
public offering of the Maker and December 31, 2010, in U.S. dollars, in
cash, by wire transfer of immediately available funds, or by certified check or
by official bank check.

     

    2.           Interest.  Interest
shall not accrue on the principal balance of this Note.

     

    3.           Repayment/Application of
Payments.  This Note may be
voluntarily repaid at any time without premium or penalty. All payments
under this Note 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 unpaid principal
balance of 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 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 any applicable
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 any applicable 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 the affairs of Maker, 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 amount of this Note, and all other amounts payable thereunder, 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
unpaid 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
waives presentment, demand for payment, notice of dishonor and any or all
notices or demands in connection with the delivery, acceptance, performance,
default or enforcement of this Note and consents to any or all delays,
extensions of time, renewals, release of any party to any document related to
this Note, and of any available security therefor, and any and all waivers or
modifications that may be granted or consented to by the Payee with regard to
the time of payment, and agrees that no such action, delay or failure to act on
the part of Payee shall be construed as a waiver by Payee of, or otherwise
affect, in whole or in part, its right to avail itself of any remedy with
respect thereto.

     

    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 Maker 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 agrees that additional makers,
endorsers, guarantors, or sureties may become parties hereto without notice to
them or affecting their liability hereunder.

     

    8.           Amendments. This Note
may not be modified, amended or otherwise changed except by an agreement in
writing signed by Maker and Payee.  No waiver of any term, covenant or
provision of this Note shall be effective unless given in writing by Payee and,
if so given by Payee, shall only be effective in the specific instance in which
given.

     

    9.           Assignability. This
Note shall be binding upon Maker and its heirs, executors, successors and
assigns, and shall inure to the benefit of Payee and its successors and assigns,
and may be assigned by Payee.  Maker may not assign any of its
obligations under this Note without the prior written consent of Payee, any such
purported assignment without such consent being null and void.

     

    10.           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

    Attn:
Chief Executive Officer

     

    If to
Payee:

    


    Diana
Chia-Huei Liu

    c/o
Cansbridge Capital Corp.

    486 Walsh
Rd.

    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.

     

    11.           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.

     

    12.           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.

     

    IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this
Note to be duly executed by its Chief Executive Officer the day and year first
above written.

     

    
      
        
          	
                  PRIME
      ACQUISITION CORP.

                
	 
      
	
                  By:

                	/s/
      Diana Chia-Huei Liu
	 
      	
                  Name:
      Diana Chia-Huei Liu

                
	 
      	
                  Title:
      Chief Executive Officer