Unassociated Document


     

    Exhibit
10.24

     

    
      FIRST AMENDMENT TO
PROMISSORY NOTE

       

      FIRST
AMENDMENT TO PROMISSORY NOTE (as the same may be amended or otherwise modified
from time to time, this “Amendment”), dated as
of February 3, 2011, between Diana Liu (“Lender”) and Prime
Acquisition Corp. (“Borrower”), a Cayman
Islands company.

       

      W I T N E S S E T
H:

       

      WHEREAS,
Lender made a loan to Borrower in the original principal amount of fifty
thousand dollars ($50,000.00) as evidenced by that certain Promissory Note dated
as of February 10, 2010 made by Borrower to the order of Lender (the “Note”);
and

       

      WHEREAS,
Borrower and Lender now desire to extend the term of the Note.

       

      NOW,
THEREFORE, in consideration of  the covenants set forth herein, and
other good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged, Lender and Borrower hereby agree as
follows:

       

      
        	
                 
      

              	
                1.

              	
                Modifications to the
      Note. The Maturity Date of the Note is hereby extended to the
      earlier of (i) November 9, 2011 and (ii) the date that the Company’s
      Registration Statement on Form F-1 (File No. 333-171777), initially
      publicly filed with the Securities and Exchange Commission (the “SEC”) on
      January 20, 1010, as amended, is declared effective by the
      SEC.

              


      

       

      
        	
                 
      

              	
                2.

              	
                Modifications to
      Amendment.  No provision of this Amendment may be waived,
      amended or supplemented except by a written instrument executed by Lender
      and Borrower.

              


      

       

      
        	
                 
      

              	
                3.

              	
                Successors and
      Assigns. This Amendment, which sets forth the entire understanding
      of the parties hereto with respect to the subject matter hereof, inures to
      the benefit of, and shall be binding upon, the parties hereto and their
      respective successors and assigns.

              


      

       

      
        	
                 
      

              	
                4.

              	
                Severability.
      In the event that any one or more of the provisions contained in this
      Amendment shall for any reason be held to be invalid, illegal or
      unenforceable in any respect, such invalidity, illegality or
      unenforceability shall not affect any other provision of this Amendment,
      but this Amendment shall be construed as if such invalid, illegal or
      unenforceable provision had never been contained
  herein.

              


      

       

      
        	
                 
      

              	
                5.

              	
                Captions;
      Counterparts. Captions used in this Amendment are for convenience
      of reference only and shall not be deemed a part of this Amendment nor
      used in the construction of its meaning.  This Amendment may be
      signed in counterparts.

              


      

       

      
        	
                 
      

              	
                6.

              	
                Ratification.  Except
      as specifically amended hereby, all of the terms, covenants and conditions
      and stipulations contained in the Note are ratified and confirmed in all
      respects and shall continue to apply with full force and
      effect.

              


      

       

      [signature
pages follow]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, Lender and Borrower have duly executed this Amendment, as of
the date and year first above written.

       

      
        
          	 	BORROWER:	 
	 	 	 
	 	

                  PRIME
      ACQUISITION CORP.

                	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:

                	/s/
      William Yu	 
	 	Name:
      	William
      Yu	 
	 	Title:
      	President	 
	 	 	 	 
	 	 	 	 
	 	LENDER:	 
	 	 	 	 
	 	 	 	 
	 	 	 /s/
      Diana Liu	 
	 	Name:	Diana
      Liu	 
	 	 	 	 


        

      

       

      
        Signature
page to Amendment to Promissory Note dated February 10, 2010