EXHIBIT 10.5


    EXHIBIT
      10.5

     

     

    [FORM
      OF AMENDED AND RESTATED KANEB NOTE]

    


    SECOND
      AMENDED AND RESTATED PROMISSORY NOTE

    CONVERTIBLE
      INTO COMMON STOCK

    OF

    WT
      HOLDINGS CORPORATION

    


    May
      __,
      2006

    


    


    
      	Due
              July 20, 2006	
              $__________

            


    

    


    For
      value
      received, WT HOLDINGS CORPORATION (formerly Fortune Entertainment Corporation),
      a Delaware corporation (the “Maker”),
      hereby promises to pay ______________
      (collectively, with its successors, representatives, and permitted assigns,
      the
“Holder”),
      in
      accordance with the terms hereinafter provided, the principal amount of
$________
      together
      with interest thereon. 

     

    This
      Note
      hereby amends and restates that certain 5% promissory note in the principal
      amount of $____ dated November 21, 2005 (“Assumed
      Note”)
      issued
      to ___________ (“Assignor”).
      This
      Note is issued in connection with the assignment of $________ in principal
      and
      $_______ in accrued interest under the Assumed Note from Assignor to Holder.
      The
      Maker has delivered this Note to Holder following the Maker’s receipt of the
      Assumed Note. This is one of a series of ____ (__) promissory notes issued
      to
      the Holder which collectively represent 100% the principal and interest amounts
      owed under the Assumed Note as of this date; this note represents ___% of such
      principal and interest amount. 

     

    All
      payments under or pursuant to this Note shall be made in United States Dollars
      in immediately available funds to the Holder at
      the
      address of the Holder set forth in Section 4.1 herein. The
      outstanding principal balance of this Note shall be due and payable on July
      20,
      2006 (the “Maturity
      Date”)
      or at
      such earlier time as provided herein. 

     

    ARTICLE
      I  

     

    Section
      1.1  Debt
      Assignment.
      This
      Note has been executed and delivered in connection with the assumption of the
      Assumed Note by Holder from the
      Assignor.
      Maker
      acknowledges that the amendment and restatement of this Note is a condition
      to
      all such assumptions. 

     

    Section
      1.2  Interest.
      Beginning on the date of this Note (“Interest Commencement Date”), the
      outstanding principal balance of this Note shall bear interest, in arrears,
      at a
      rate per annum equal to five percent (5%), payable in cash. Interest shall
      be
      computed on the basis of a 360-day year of twelve (12) 30-day months and shall
      accrue commencing on the Interest Commencement Date. Furthermore,
      upon the occurrence of an Event of Default (as defined in Section 2.1 hereof),
      then to the extent permitted by law, the Maker will pay interest to the Holder,
      payable on demand, on the outstanding principal balance of the Note from the
      date of the Event of Default of the lesser of twenty-five percent (25%) and
      the
      maximum applicable legal rate per annum. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    EVENTS
      OF
      DEFAULT; REMEDIES

    


    Section
      2.1  Events
      of Default.
      The
      occurrence of any of the following events shall be an “Event of Default” under
      this Note:

     

    (a)  the
      Maker
      shall fail to make the payment of any amount of principal or interest
      outstanding on the date such payment is due hereunder; or

     

    (b)  the
      Maker
      shall fail to (i) timely deliver the shares of common stock upon conversion
      of
      the Note as provided for herein, or (ii) make the payment of any fees and/or
      liquidated damages under this Note; or

     

    (c)  the
      Maker
      shall be in default in the performance or observance of (i) any material
      covenant, condition or agreement contained in this Note and such default is
      not
      fully cured within five (5) business days after the occurrence thereof;
      or

     

    (d)  the
      Maker
      shall (i) apply for or consent to the appointment of, or the taking of
      possession by, a receiver, custodian, trustee or liquidator of itself or of
      all
      or a substantial part of its property or assets, (ii) make a general assignment
      for the benefit of its creditors, (iii) commence a voluntary case under the
      United States Bankruptcy Code (as amended, the “Bankruptcy
      Code”)
      or
      under the comparable laws of any jurisdiction, (iv) file a petition seeking
      to
      take advantage of any bankruptcy, insolvency, moratorium, reorganization or
      other similar law affecting the enforcement of creditors' rights generally,
      (v)
      acquiesce in writing to any petition filed against it in an involuntary case
      under the Bankruptcy Code or under the comparable laws of any jurisdiction,
      or
      (vi) take any action under the laws of any jurisdiction analogous to any of
      the
      foregoing; or

     

    (e)  the
      Maker
      shall be in breach of or default under the terms, provisions, conditions or
      provisions of any other agreement to which the Maker and Holder are parties
      including such agreements in existence as of the date hereof and those
      agreements executed by the parties hereafter; or

     

    (f)  the
      Maker
      shall be in default under any other promissory note or any other payment
      obligation in whatever form made by the Maker in excess of $2,500; or


     

    (g)  a
      proceeding or case shall be commenced in respect of the Maker, without its
      application or consent, in any court of competent jurisdiction, seeking (i)
      the
      liquidation, reorganization, moratorium, dissolution, winding up, or composition
      or readjustment of its debts, (ii) the appointment of a trustee, receiver,
      custodian, liquidator or the like of it or of all or any substantial part of
      its
      assets in connection with the liquidation or dissolution of the Maker or (iii)
      similar relief in respect of it under any law providing for the relief of
      debtors, and such proceeding or case described in clause (i), (ii) or (iii)
      shall continue undismissed, or unstayed and in effect, for a period of sixty
      (60) days or any order for relief shall be entered in an involuntary case under
      the Bankruptcy Code or under the comparable laws of any jurisdiction against
      the
      Maker or action under the laws of any jurisdiction analogous to any of the
      foregoing shall be taken with respect to the Maker and shall continue
      undismissed, or unstayed and in effect for a period of sixty (60)
      days.

    
      
        
        

      

      
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    Section
      2.2  Remedies
      Upon An Event of Default.
      If an
      Event of Default shall have occurred and shall be continuing, the Holder of
      this
      Note may at any time at its option, (a) declare the entire unpaid principal
      balance of this Note, together with all interest accrued hereon, due and
      payable, and thereupon, the same shall be accelerated and so due and payable,
      without presentment, demand, protest, or notice, all of which are hereby
      expressly unconditionally and irrevocably waived by the Maker; (b) demand that
      the principal amount of this Note then outstanding and all accrued and unpaid
      interest thereon shall be converted into shares of Common Stock at a Conversion
      Price per share calculated pursuant to Section 3.1 hereof, or (c) exercise
      or
      otherwise enforce any one or more of the Holder's rights, powers, privileges,
      remedies and interests under this Note or applicable law. In addition, the
      applicable rate of interest shall be adjusted pursuant to Section
      1.2.

     

    ARTICLE
      III

    CONVERSION;
      ANTIDILUTION

     

    Section
      3.1  Conversion
      Option.
      At any
      time on or after the Issuance Date, this Note shall be convertible (in whole
      or
      in part), at the option of the Holder (the “Conversion Option”), into such
      number of fully paid and non-assessable shares of common stock of the Maker
      (the
“Common Stock”) as is determined by dividing (x) that portion of the outstanding
      principal balance and any interest due under this Note as of the conversion
      date
      (the “Conversion Date”) that the Holder designates as its conversion date in a
      duly executed written notice of conversion delivered to the Maker in a form
      substantially the same as that attached hereto (the “Conversion Notice”) by (y)
      the Conversion Price (as hereinafter defined) then in effect on the Conversion
      Date, provided, however, that the Conversion Price shall be subject to
      adjustment as described in Section 3.5 below. The Holder shall deliver this
      Note
      to the Maker at the address set forth in Section 4.1, at such time that this
      Note is fully converted. With respect to partial conversions of this Note,
      the
      Maker shall keep written records of the amount of this Note converted as of
      each
      Conversion Date. 

     

    Section
      3.2  Conversion
      Price. The conversion price (the “Conversion Price”) shall equal
$_________
      per share,
      subject
      to adjustment as described under Section 3.5 hereof. Notwithstanding any
      adjustment hereunder, at no time shall the Conversion Price be greater than
      $___________ per share except if it is adjusted pursuant to Section 3.5
      hereof.

     

    Section
      3.3  Mechanics
      of Conversion. Not later than three (3) Trading Days after any Conversion
      Date, the Maker shall deliver to the Holder by express courier a certificate
      or
      certificates which shall be free of restrictive legends and trading restrictions
      representing the number of shares of [Common/Preferred] Stock being acquired
      upon the conversion of this Note (the “Delivery Date”). 

    
      
        
        

      

      
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    Section
      3.4  Ownership
      Cap and Certain Conversion Restrictions. Notwithstanding anything to the
      contrary set forth in Section 3 of this Note, at no time may the Holder convert
      all or a portion of this Note if the number of shares of Common Stock to be
      issued pursuant to such conversion would exceed, when aggregated with all other
      shares of Common Stock owned by the Holder at such time, would result in the
      Holder beneficially owning (as determined in accordance with Section 13(d)
      of
      the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued
      and outstanding shares of Common Stock of the Maker outstanding at such time;
      provided, however, that upon the Holder providing the Maker with a written
      notice that the Holder wishes to waive Section 3.4 of this Note with regard
      to
      any or all shares of Common Stock issuable upon conversion of this Note, this
      Section 3.4 shall be of no force or effect within 61 days of such
      notice.

     

    Section
      3.5  Adjustment
      of Conversion Price.

     

    (a)  The
      Conversion Price shall be subject to adjustment from time to time as
      follows:

     

    (i)  Adjustments
      for Stock Splits and Combinations.
      If the
      Maker shall at any time or from time to time after the Issuance Date effect
      a
      stock split or combination of the outstanding Common Stock, the applicable
      Conversion Price in effect immediately prior to the stock split or combination
      shall be proportionately decreased or increased, as appropriate. 

     

    (ii) 
Adjustments
      for Certain Dividends and Distributions.
      If the
      Maker shall at any time or from time to time after the Issuance Date, make
      or
      issue or set a record date for the determination of holders of Common Stock
      entitled to receive a dividend or other distribution payable in shares of Common
      Stock, then, and in each event, the applicable Conversion Price in effect
      immediately prior to such event shall be decreased as of the time of such
      issuance or, in the event such record date shall have been fixed, as of the
      close of business on such record date, by multiplying, the applicable Conversion
      Price then in effect by a fraction:

     

    (1)    
      the
      numerator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date; and

     

    (2)    
      the
      denominator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution.

     

    (iii)    Adjustment
      for Other Dividends and Distributions.
      If the
      Maker shall at any time or from time to time after the Issuance Date, make
      or
      issue or set a record date for the determination of holders of Common Stock
      entitled to receive a dividend or other distribution payable in other than
      shares of Common Stock, then, and in each event, an appropriate revision to
      the
      applicable Conversion Price shall be made and provision shall be made (by
      adjustments of the Conversion Price or otherwise) so that the holders of this
      Note shall receive upon conversions thereof, in addition to the number of shares
      of Common Stock receivable thereon, the number of securities of the Maker which
      they would have received had this Note been converted into Common Stock on
      the
      date of such event and had thereafter, during the period from the date of such
      event to and including the Conversion Date, retained such securities (together
      with any distributions payable thereon during such period), giving application
      to all adjustments called for during such period under this Section 3.5(a)(iii)
      with respect to the rights of the holders of this Note and the Other Notes;
      provided,
      however,
      that if
      such record date shall have been fixed and such dividend is not fully paid
      or if
      such distribution is not fully made on the date fixed therefor, the Conversion
      Price shall be adjusted pursuant to this paragraph as of the time of actual
      payment of such dividends or distributions.

    
      
        
        

      

      
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    (iv)    
      Adjustments
      for Reclassification, Exchange or Substitution.
      If the
      Common Stock issuable upon conversion of this Note at any time or from time
      to
      time after the Issuance Date shall be changed to the same or different number
      of
      shares of any class or classes of stock, whether by reclassification, exchange,
      substitution or otherwise (other than by way of a stock split or combination
      of
      shares or stock dividends provided for in Sections 3.5(a)(i), (ii) and (iii),
      or
      a reorganization, merger, consolidation, or sale of assets provided for in
      Section 3.5(a)(v)), then, and in each event, an appropriate revision to the
      Conversion Price shall be made and provisions shall be made (by adjustments
      of
      the Conversion Price or otherwise) so that the Holder shall have the right
      thereafter to convert this Note into the kind and amount of shares of stock
      and
      other securities receivable upon reclassification, exchange, substitution or
      other change, by holders of the number of shares of Common Stock into which
      such
      Note might have been converted immediately prior to such reclassification,
      exchange, substitution or other change, all subject to further adjustment as
      provided herein.

     

    (v)    
      Adjustments
      for Reorganization, Merger, Consolidation or Sales of Assets.
      If at
      any time or from time to time after the Issuance Date there shall be a capital
      reorganization of the Maker (other than by way of a stock split or combination
      of shares or stock dividends or distributions provided for in Section 3.5(a)(i),
      (ii) and (iii), or a reclassification, exchange or substitution of shares
      provided for in Section 3.5(a)(iv)), or a merger or consolidation of the Maker
      with or into another corporation where the holders of outstanding voting
      securities prior to such merger or consolidation do not own over fifty percent
      (50%) of the outstanding voting securities of the merged or consolidated entity,
      immediately after such merger or consolidation, or the sale of all or
      substantially all of the Maker's properties or assets to any other person (a
      “Corporate
      Transaction”),
      then
      as a part of such Corporate Transaction an appropriate revision to the
      Conversion Price shall be made and provision shall be made (by adjustments
      of
      the Conversion Price or otherwise) so that the Holder shall have the right
      thereafter to convert such Note into the kind and amount of shares of stock
      and
      other securities or property of the Maker or any successor corporation resulting
      from Corporate Transaction. In any such case, appropriate adjustment shall
      be
      made in the application of the provisions of this Section 3.5(a)(v) with respect
      to the rights of the Holder after the Corporate Transaction to the end that
      the
      provisions of this Section 3.5(a)(v) (including any adjustment in the applicable
      Conversion Price then in effect and the number of shares of stock or other
      securities deliverable upon conversion of this Note and the Other Notes) shall
      be applied after that event in as nearly an equivalent manner as may be
      practicable.

     

    (vi)    
      Adjustments
      for Issuance of Additional Shares of Common Stock.
      In the
      event the Maker, shall, at any time, from time to time, issue or sell any shares
      of additional shares of common stock (otherwise than as provided in the
      foregoing subsections (i) through (v) of this Section 3.5(a) or pursuant to
      Common Stock Equivalents (hereafter defined) granted or issued prior to the
      Issuance Date) (“Additional
      Shares of Common Stock”),
      at a
      price per share less than the Conversion Price then in effect or without
      consideration, then the Conversion Price upon each such issuance shall be
      adjusted to the price equal to the consideration per share paid for such
      Additional Shares of Common Stock.

    
      
        
        

      

      
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    (b)  No
      Impairment.
      The
Maker
      shall
      not, by amendment of its Certificate of Incorporation or through any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder by the Maker,
      but
      will at all times in good faith, assist in the carrying out of all the
      provisions of this Section 3.5 and in the taking of all such action as may
      be
      necessary or appropriate in order to protect the Conversion Rights of the Holder
      against impairment. 

     

    (c)  Issue
      Taxes.
      The
      Maker shall pay any and all issue and other taxes, excluding federal, state
      or
      local income taxes, that may be payable in respect of any issue or delivery
      of
      shares of Common Stock on conversion of this Note pursuant thereto; provided,
      however,
      that
      the Maker shall not be obligated to pay any transfer taxes resulting from any
      transfer requested by the Holder in connection with any such
      conversion.

     

    (d)  Fractional
      Shares.
      No
      fractional shares of Common Stock shall be issued upon conversion of this Note.
      In lieu of any fractional shares to which the Holder would otherwise be
      entitled, the Maker shall pay cash equal to the product of such fraction
      multiplied by the average of the closing bid prices of the Common Stock for
      the
      five (5) consecutive Trading Days immediately preceding the Conversion
      Date.

     

    (e)  Reservation
      of Common Stock.
      The
      Maker shall at all times when this Note shall be outstanding, reserve and keep
      available out of its authorized but unissued Common Stock, such number of shares
      of Common Stock as shall from time to time be sufficient to effect the
      conversion of this Note and all interest accrued thereon; provided
      that the
      number of shares of Common Stock so reserved shall at no time be less than
      the
      number of shares of Common Stock for which this Note and all interest accrued
      thereon are at any time convertible. The Maker shall increase the authorized
      number of shares of Common Stock if at any time the unissued number of
      authorized shares shall not be sufficient to satisfy the Maker’s obligations
      under this Section 3.5(e).

     

    ARTICLE
      IV

    MISCELLANEOUS

     

    Section
      4.1  Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery by telex (with correct answer back received), telecopy or facsimile
      at
      the address or facsimile number designated below (if delivered on a business
      day
      during normal business hours where such notice is to be received), or the first
      business day following such delivery (if delivered other than on a business
      day
      during normal business hours where such notice is to be received) or (b) on
      the
      second business day following the date of mailing by express courier service,
      fully prepaid, addressed to such address, or upon actual receipt of such
      mailing, whichever shall first occur. 

    
      
        
        

      

      
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    Any
      notice to the Maker shall be sent to:

     

    WT
      Holdings Corporation

    Attention:
      Ke Huang

    Room
      402-404, 4/F, Allied Kajima Building

    138
      Gloucester Road

    Wanchai,
      Hong Kong

    


    With
      a
      copy to: 

    


    Edgar
      D.
      Park, Esq. 

    Richardson
      & Patel LLP

    10900
      Wilshire Boulevard, Suite 500

    Los
      Angeles, CA 90024

    Fax:
      (310) 208-1154

    


    Any
      notice to the Holder shall be sent to: 

     

    _________________________

    _________________________

    _________________________

    


    Section
      4.2  Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the internal laws
      of
      the State of California, without giving effect to any of the conflicts of law
      principles which would result in the application of the substantive law of
      another jurisdiction. This Note shall not be interpreted or construed with
      any
      presumption against the party causing this Note to be drafted.

     

    Section
      4.3  Remedies,
      Characterizations, Other Obligations, Breaches and Injunctive Relief. The
      remedies provided in this Note shall be cumulative. The Maker acknowledges
      that
      a breach by it of its obligations hereunder will cause irreparable and material
      harm to the Holder and that the remedy at law for any such breach may be
      inadequate. Therefore the Maker agrees that, in the event of any such breach
      or
      threatened breach, the Holder shall be entitled, in addition to all other
      available rights and remedies, at law or in equity, to seek and obtain such
      equitable relief, including but not limited to an injunction restraining any
      such breach or threatened breach, without the necessity of showing economic
      loss
      and without any bond or other security being required. 

    
      
        
        

      

      
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    Section
      4.4  Binding
      Effect. The obligations of the Maker and the Holder set forth herein shall
      be binding upon the successors and assigns of each such party, whether or not
      such successors or assigns are permitted by the terms hereof.

     

    Section
      4.5  Amendments.
      This Note may not be modified or amended in any manner except in writing
      executed by the Maker and the Holder.

     

    Section
      4.6  Consent
      to Jurisdiction. Each of the Maker and the Holder hereby irrevocably submits
      to the exclusive jurisdiction of the United States District Court sitting in
      the
      Central District of California and the courts of the State of California located
      in Los Angeles county for the purposes of any suit, action or proceeding arising
      out of or relating to this Note Each of the Maker and the Holder hereby agree
      that the prevailing party in any suit, action or proceeding arising out of
      or
      relating to this Note shall be entitled to reimbursement for reasonable legal
      fees from the non-prevailing party. EACH PARTY HEREBY WAIVES TRIAL BY
      JURY.

     

    Section
      4.7  Failure
      or Indulgence Not Waiver. No failure or delay on the part of the Holder in
      the exercise of any power, right or privilege hereunder shall operate as a
      waiver thereof, nor shall any single or partial exercise of any such power,
      right or privilege preclude other or further exercise thereof or of any other
      right, power or privilege.

     

    Section
      4.8  Waivers.
      Except as otherwise specifically provided herein, the Maker and all others
      that
      may become liable for all or any part of the obligations evidenced by this
      Note,
      hereby waive presentment, demand, notice of nonpayment, protest and all other
      demands' and notices in connection with the delivery, acceptance, performance
      and enforcement of this Note.

     

    Section
      4.13    Certain
      Definitions.
      For the
      purposes hereof, the following terms shall have the following
      meanings:

    


    “Person”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

     

    “Trading
      Day”
means
      a
      day in which the Common Stock is traded in the over-the-counter market, as
      reported by the NASD OTC Bulletin Board or such other exchange on which the
      Common Stock is then traded.

    


    


    


    [Signature
      Page Follows]

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Maker has executed this Amended and Restated Convertible
      Promissory Note as of the day and year first above written.

     

    
      
        	 	 	 
	 	WT
                HOLDINGS CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Ke
                  Huang

                Chief
                  Executive Officer

              

   


    

    
      
        
        

      

      
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    FORM
      OF

     

    NOTICE
      OF CONVERSION

     

    (To
      be
      completed and executed by the Holder in order to convert the Note)

     

    


     

    Reference
      is made to the Amended and Restated Convertible Promissory Note dated May __,
      2006 issued to the undersigned note holder (“Note”).
      The
      undersigned hereby irrevocably elects to convert $ ________________ of the
      principal amount and interest of the above Note into shares of Common Stock
      of
      WT Holdings Corporation
      (the
“Maker”)
      according to the terms and conditions of the Note, as of the date written below.
      

    


    Date
      of
      Conversion _____________________

    


    Applicable
      Conversion Price $ ______________

    


    Number
      of
      shares of Common Stock 

    beneficially
      owned or deemed beneficially 

    owned
      by
      the Holder on the Date of Conversion: ______________________

    


     

    _________________________________

    Name
      of
      Holder

    


    _________________________________

    Authorized
      Representative

    


    _________________________________

    Title

    


    _________________________________

    Signature

    


    Address:

    


    ____________________________________________________________________

    


    ____________________________________________________________________

    


    ____________________________________________________________________

     

    
      
        
        

      

      
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