Unassociated Document


    December
      __, 2007

     

    Asia
      Special Situation Acquisition Corp.

    P.O.
      Box
      309GT, Ugland House 

    South
      Church Street

    George
      Town, Grand Cayman

    Cayman
      Islands

    


    Maxim
      Group LLC

    405
      Lexington Avenue, 2nd
      Floor

    New
      York,
      New York 10174

    


    
      	
               

            	
               

            	
              Re:

            	
              Initial
                Public Offering

            


    

    


    Gentlemen:

    


    The
      undersigned, an officer, director or shareholder of Asia Special Situation
      Acquisition Corp. (the “Company”),
      in
      consideration of Maxim Group LLC (“Maxim”)
      entering into a letter of intent (“Letter
      of Intent”)
      to
      underwrite an initial public offering of the securities of the Company
      (“IPO”)
      and
      embarking on the IPO process, hereby agrees that, subject only to consummation
      of the IPO, the undersigned shall comply with each of the following covenants
      and agreements. As used herein, certain capitalized terms not otherwise defined
      herein or in the Registration Statement, shall have the meanings that are
      defined in Section 14 hereof):

    


    1. If
      the
      Company solicits approval of its shareholders of a Business Combination, the
      undersigned will vote all Insider Shares owned by the undersigned in accordance
      with the majority of the votes cast by the holders of the IPO Shares. In the
      event that the undersigned acquires ordinary shares in connection with the
      IPO
      or in the secondary trading market after the IPO, the undersigned will vote
      all
      such shares “FOR” the approval of a Business Combination.

    


    2. In
      the
      event that the Company fails to consummate a Business Combination within 18
      months from the effective date (“Effective
      Date”)
      of the
      registration statement relating to the IPO, or 24 months from the Effective
      Date
      provided a definitive agreement or letter of intent has been executed by the
      Company and a target business prior to the expiration of the 18 month period
      referred to herein (subject to any extension of such 18 or 24 month periods
      in
      accordance with the approval of 95% or more of the Company’s outstanding
      ordinary shares), the undersigned will (i) cause the Trust Account to be
      liquidated and distributed to the holders of IPO Shares and (ii) take all
      reasonable actions within its power to cause the Company to liquidate as soon
      as
      reasonably practicable. The undersigned hereby waives any and all right, title,
      interest or claim of any kind in or to any distribution of the Trust Account
      and
      any remaining net assets of the Company as a result of such liquidation with
      respect to its Insider Shares (“Claim”)
      and
      hereby waives any Claim the undersigned may have in the future as a result
      of,
      or arising out of, any contracts or agreements with the Company and will not
      seek recourse against the Trust Account for any reason whatsoever. In the event
      of the liquidation of the Trust Fund, the undersigned acknowledges that Ho
      Capital Management, LLC, the Company’s sponsor (the “Sponsor”),
      Noble
      Investment Fund Limited and Allius Ltd. have jointly and severally agreed to
      indemnify and hold harmless the Company against any and all loss, liability,
      claims, damage and expense whatsoever (including, but not limited to, any and
      all legal or other expenses reasonably incurred in investigating, preparing
      or
      defending against any litigation, whether pending or threatened, or any claim
      whatsoever) which the Company may become subject as a result of any claim by
      any
      vendor or other person who is owed money by the Company for services rendered
      or
      products sold or contracted for, or by any target business, but only to the
      extent necessary to ensure that such loss, liability, claim, damage or expense
      does not reduce the amount in the Trust Account. In addition, the undersigned
      acknowledges that the disinterested directors of the Company will cause the
      Company to bring one or more claims and/or commence a lawsuit or other
      proceeding (i) against Ho Capital Management LLC, Noble Investment Fund Limited
      and Allius Ltd., joint and severally, for specific performance to enforce such
      indemnification obligations, and (ii) against the undersigned for breach of
      this
      letter agreement for specific performance or damages incurred by the Company
      in
      connection with any such breach. Moreover, the undersigned acknowledges that
      each of Angela Ho and Noble Investment Fund Limited (the members of the Sponsor)
      and Dr. Gary T. Hirst and Noble Investment Fund Limited (the members of Allius
      Ltd.), have agreed that, prior to the consummation of a Business Combination,
      they will not withdraw as members of the Sponsor and Allius Ltd.,
      respectively.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    


    3. In
      order
      to minimize potential conflicts which may arise from multiple affiliations,
      the
      undersigned agrees that until the earliest to occur of (a) the consummation
      by
      the Company of a Business Combination, (b) the liquidation of the Company,
      or
      (c) the undersigned ceasing to be a shareholder, officer or director of the
      Company, the undersigned will present to the board of directors of the Company
      for their consideration, and give the Company a right of first refusal to effect
      a Business Combination with (i) any corporate or business opportunity located
      in
      or principally doing business or investing in Asia that the undersigned has
      access to, whether individually or through a company the undersigned is or
      may
      become affiliated with, and (ii) which could reasonably be valued at 80% or
      more
      of the total dollar amount placed in the Company’s Trust Account upon
      consummation of the IPO (excluding deferred underwriting fees) (each a
“Relevant
      Business Opportunity”).
      In
      addition, the undersigned hereby confirms that he/she does not, and will not,
      have any pre-existing
      relationships or contractual obligations which would have priority over the
      Company with respect to the presentation of a business opportunity that meets
      the Company’s investment criteria of a fair market value of 80% or more of the
      total amount placed in the Company’s trust account upon completion of the IPO
      (excluding deferred underwriting fees) and which is located in or primarily
      doing business in or investing in Asia. Annexed hereto as Exhibit
      A
      is a
      list of all entities in which the undersigned is an officer, director or an
      affiliate (the “Affiliated
      Entities”);
      each
      of which Affiliated Entities shall have confirmed to the Company that the
      undersigned does not have any pre-existing fiduciary and contractual obligations
      with such Affiliated Entity that would conflict with the provisions of this
      Section 3.

    


    4. Prior
      to
      the earliest to occur of (a) the consummation by the Company of a Business
      Combination, (b) the liquidation of the Company, or (c) the undersigned ceasing
      to be a shareholder, officer or director of the Company, the undersigned will
      not become an officer, director or Affiliate of any other entity, including
      other blank check companies, with a primary focus on completing an acquisition
      in Asia with an entity which could reasonably be valued at 80% or more of the
      total dollar amount placed in the Company’s Trust Account upon consummation of
      the IPO (excluding deferred underwriting fees). 

    


    5. The
      undersigned acknowledges and agrees that the Company will not consummate any
      Business Combination with any entity in which the undersigned or its Affiliates,
      or any other Insider or its Affiliates, is a direct or indirect Affiliate (as
      hereinafter defined).

     

    6. Neither
      the undersigned, any member of the family of the undersigned, nor any Affiliate
      of the undersigned will be entitled to receive and will not accept any
      compensation for services rendered to the Company prior to or in connection
      with
      the consummation of the Business Combination; provided that the undersigned
      and
      the Sponsor shall be entitled to reimbursement from the Company for its
      out-of-pocket expenses incurred in connection with seeking and consummating
      a
      Business Combination only (i) from funds held outside of the Trust Account,
      or
      (ii) upon the consummation of a Business Combination.  

     

    7. Neither
      the undersigned, any “Family Member” (defined as a parent, spouse, child or
      sibling), nor any Affiliate of the undersigned will be entitled to receive
      or
      accept a finder’s fee or any other compensation from the Company or from the
      prospective target entity in the Business Combination in the event the
      undersigned, any Family Member or any Affiliate of the undersigned originates
      a
      Business Combination. In addition, the undersigned and its Affiliates (acting
      in
      their capacity as an officer, director or shareholder of the Company) will
      not
      condition any prospective Business Combination upon their receipt of or
      retaining any position in the Company or its successor following such Business
      Combination, whether through any employment or consulting agreement, directors
      fees or other similar arrangement.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    8. On
      the
      Effective Date, the undersigned will escrow its Insider Shares until three
      years
      after the Effective Date subject to the terms of a Stock Escrow Agreement which
      the Company will enter into with the undersigned and an escrow agent acceptable
      to the Company. Additionally, the undersigned agrees to deposit in an account
      at
      Maxim all of the Insider Warrants purchased by it until the completion of a
      Business Combination.

    


    9. (a) If
      so
      designated in the Registration Statement, the undersigned agrees to serve as
      an
      officer and/or a director of the Company and to serve in the capacity set forth
      in such Registration Statement until the earlier of the consummation by the
      Company of a Business Combination or the liquidation of the Company, unless
      the
      undersigned resigns for good reason with the prior approval of Maxim, which
      approval shall not be unreasonably withheld. If the undersigned is an Insider
      of
      the Company, the undersigned’s biographical information furnished to the Company
      and Maxim set forth in the Registration Statement, and attached hereto as
Exhibit
      B,
      is true
      and accurate in all material respects, does not omit any material information
      with respect to the undersigned’s background and contains all of the information
      required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated
      under the Securities Act of 1933. If the undersigned is an Insider of the
      Company, the undersigned’s Questionnaire furnished to the Company and Maxim is
      true and accurate in all material respects. 

    


    (b) The
      undersigned represents and warrants that:

    


    (i)
       No
      petition under the Federal bankruptcy laws or any state insolvency law has
      been
      filed by or against, or a receiver, fiscal agent or similar officer was
      appointed by a court for the business or property of the undersigned, or any
      partnership in which the undersigned was or is a general partner at or within
      two years prior to the date hereof, or any corporation or business association
      of which the undersigned was an executive officer at or within two years prior
      to the date hereof; 

    


    (ii)
       The
      undersigned has not been convicted in any criminal proceeding nor is the
      undersigned currently a named subject of a pending criminal proceeding
      (excluding traffic violations and other minor offenses); 

    


    (iii)
       The
      undersigned has not been the subject of any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining the undersigned from, or
      otherwise limiting, the following activities: 

    


    (1)
       Acting
      as
      a futures commission merchant, introducing broker, commodity trading advisor,
      commodity pool operator, floor broker, leverage transaction merchant, any other
      person regulated by the Commodity Futures Trading Commission, or an associated
      person of any of the foregoing, or as an investment adviser, underwriter, broker
      or dealer in securities, or as an affiliated person, director or employee of
      any
      investment company, bank, savings and loan association or insurance company,
      or
      engaging in or continuing any conduct or practice in connection with such
      activity; 

    


    (2)
       Engaging
      in any type of business practice; or 

    


    (3)
       Engaging
      in any activity in connection with the purchase or sale of any security
      or commodity or in connection with any violation of Federal or State
      securities laws
      or
      Federal commodities laws;

    


    (c)  The
      undersigned has not been the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any Federal or State authority
      barring, suspending or otherwise limiting for more than sixty (60) days the
      right of the undersigned to engage in any activity described in paragraph
      (b)(iii) above, or to be associated with persons engaged in any such activity;
      

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    (d)  The
      undersigned has not been found by a court of competent jurisdiction in a civil
      action or by the Securities and Exchange Commission to have violated any Federal
      or State securities law, and the judgment in such civil action or finding by
      the
      Securities and Exchange Commission has not been subsequently reversed,
      suspended, or vacated; and 

    


    (e)  The
      undersigned has not been found by a court of competent jurisdiction in a civil
      action or by the Commodity Futures Trading Commission to have violated any
      Federal commodities law, and the judgment in such civil action or finding by
      the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.

    


    10. The
      undersigned has full right and power, without violating any agreement by which
      he or she is bound, to enter into this letter agreement and, if so designated
      in
      the Registration Statement declared effective by the SEC, to serve as an officer
      or director of the Company.

    


    11. The
      undersigned hereby waives its, his or her right to exercise redemption rights
      or
      appraisal rights with respect to any Ordinary Shares of the Company owned or
      to
      be owned by the undersigned, directly or indirectly, and agrees that it, he
      or
      she will not seek redemption or appraisal with respect to such shares in
      connection with any vote to approve a Business Combination.

    


    12. The
      undersigned authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Maxim and its legal representatives or agents
      (including any investigative search firm retained by Maxim) any information
      they
      may have about the undersigned’s background and finances (“Information”).
      Neither Maxim nor its agents shall be violating the undersigned’s right of
      privacy in any manner in requesting and obtaining the Information and the
      undersigned hereby releases them from liability for any damage whatsoever in
      that connection.

    


    13. 
      This
      letter agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of New York, without giving effect to conflicts
      of
      law principles that would result in the application of the substantive laws
      of
      another jurisdiction. The undersigned hereby (i) agrees that any action,
      proceeding or claim against his/her arising out of or relating in any way to
      this letter agreement (a “Proceeding”) shall be brought and enforced in the
      courts of the State of New York of the United States of America for the Southern
      District of New York, and irrevocably submits to such jurisdiction, which
      jurisdiction shall be exclusive, (ii) waives any objection to such exclusive
      jurisdiction and that such courts represent an inconvenient forum and (iii)
      irrevocably agrees to appoint Hodgson Russ as agent for the service of process
      in the State of New York to receive, for the undersigned and on his/her behalf,
      service of process in any Proceeding. If for any reason such agent is unable
      to
      act as such, the undersigned will promptly notify the Company and Maxim and
      appoint a substitute agent acceptable to each of the Company and Maxim within
      30
      days and nothing in this letter will affect the right of either party to serve
      process in any other manner permitted by law.  

     

    14. As
      used
      herein, the following capitalized terms shall have the meanings set forth
      below:

    


    (a) “Affiliate
      shall have the meaning that is defined in Rule 405 as promulgated under the
      Securities Act of 1933, as amended, 

    


    (b) “Asia”
      includes China as well as Japan, South Korea, Vietnam, Australia and New
      Zealand, but will not include North Korea;

    


    (c)
       a
      “Business Combination” shall mean the
      acquisition of all or a controlling interest in one or more target businesses
      through a capital stock exchange, asset acquisition, stock purchase, or other
      similar transaction, including or related contractual
      arrangements,
      of an
      operating business that is either
      located in Asia, provides products or services to customers located in Asia,
      or
      is investing in Asia; 

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    (d) “Insiders”
      shall mean all officers, directors and shareholders of the Company immediately
      prior to the IPO; 

    


    (e) “Insider
      Shares” shall mean all of the shares of Common Stock of the Company acquired by
      an Insider prior to the IPO; 

    


    (f) “Insider
      Warrants” means the 5,725,000 warrants being sold privately by the Company to Ho
      Capital Management LLC; 

    


    (g) “IPO
      Shares” shall mean the Company’s ordinary shares issued in the Company’s
      IPO.

     

    (h) “Registration
      Statement” shall mean the registration statement on Form S-1 of the Company that
      is declared effective by the SEC in connection with the IPO.

    


    (i) “SEC”
      means the United States Securities and Exchange Commission.

    


    (j) “Trust
      Account” shall mean the trust account in which substantially all of the proceeds
      to the Company from the IPO and the private placement of the Insider Warrants
      will be deposited and held for the benefit of the holders of the IPO Shares,
      as
      described in greater detail in the prospectus relating to the IPO.

    


    
      	 	
              
                

              

              Print
                Name 

               

               

              By:
                ___________________________

              Its:

            


    

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    Exhibit
      “A”

    


    Angela
      Ho

    


    Ho
      Capital Management LLC

     

    Dr.
      Gary T. Hirst

    


    Allius
      Ltd.

    


    Michael
      Hlavsa

    


    Signature
      Gaming Management LLC

    


    Stuart
      Sundlun

    


    BMB
      Advisors Ltd.

    Triago
      SA

    South
      Oil
      Corporation

    Dignity
      Fund LLC

    


    Peter
      Kjaer

    


    Jet
      Asia
      Ltd.

    Macau
      Business Aviation Center

    BioSante,
      Inc.

    Ho
      Gaming
      Ltd.

    


    Arie
      Jan van Roon

    


    TransTax
      LLP

    Pure
      Glow
      Finance Limited

    Noble
      Investment Fund Limited

    


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    Exhibit
      “B”

    


    Angela
      Ho
      has
      served as our Chief Executive Officer and Chairman of the Board of Directors
      since our inception in March 2007.  From 1996 to 2006, Ms. Ho has also
      managed various family businesses controlled by her father, Dr. Stanley Ho,
      including Jet Asia Ltd. and drho888.com, which are engaged in the business
      of
      aviation and Asian computer gaming operations, respectively.  From 1981 to
      the present, Ms. Ho has also been active in several aspects of the fine art
      business. From 1980 to 1987, she worked as a sculptress exhibiting in a number
      of major galleries and museums, and was employed at Sotheby’s Fine Arts
      Department, New York.  In 1980, she became a lead investor in the Tony
      Shafrazi Gallery.  From 1996 to 1999, she established and managed her own
      gallery when she founded the Ho Gallery, a gallery of contemporary art in New
      York.  The gallery was instrumental in pioneering the contemporary Chinese
      art market in New York and introducing contemporary Chinese artists to North
      America. In 1997, she founded the Center of Contemporary Art in Macau, a private
      museum dedicated to the dialogue between contemporary artists in Asia and the
      West.  From 1996 to 2003, Ms. Ho served as a member of the board of
      directors of BioSante, a pharmaceutical company listed on the American Stock
      Exchange. From 1996 to 2001, she managed Successway Holdings Limited, a
      technology venture capital fund on behalf of her father, Dr. Stanley Ho. 
From 1999 to 2004, she served on the board of directors of the School of
      American Ballet. She was educated in private academies in Hong Kong,
      Switzerland and London and earned her Bachelor of Fine Arts degree from Boston
      University in 1979.  

    


    Dr.
      Gary T. Hirst
      was
      originally appointed as our Co-Chief Executive Officer on an interim basis,
      Dr.
      Hirst was appointed as our President in October 2007. He has been a director
      of
      our company since our inception. Dr. Hirst has been responsible for the
      development and investment management of both offshore and domestic hedge funds,
      including global macro funds, funds-of-funds, currency funds, and a number
      of
      structured investment products (synthetic investment instruments, typically
      created by combining securities, such as notes or common stock, with
      derivatives such as options, that are specially created to meet specific
      needs that cannot be met from the standard financial instruments available
      in
      the markets) including for principal protected notes issued by Zurich Capital
      Markets and Rabobank which invested in diversified global portfolios of hedge
      funds. From 1991 to 2006, Dr. Hirst was Chairman and Chief Investment Officer
      of
      Hirst Investment Management. In his roles with Hirst Investment Management,
      Dr.
      Hirst managed over $600 million in assets on behalf of multi-national banks,
      pension plans, insurance companies, foundations and endowments, public
      companies, family offices and high net worth investors. Under his leadership,
      the firm established itself as a developer of innovative financial products
      and
      services, with a focus on maximizing the risk-adjusted return on its clients'
      investments. From 1976 to 1991, Dr. Hirst was Investment Manager for the Hirst
      Family Office where he managed allocation and trading for all investment
      portfolios of the Hirst family and its associates. These investments included
      traditional asset portfolios, real estate, and a range of alternate investment
      strategies including hedge funds, private equity, futures trading and physical
      commodities. From 2003 to 2005, Dr. Hirst was a director of Alpine Select A.G.,
      a publicly traded (Swiss Exchange) investment company based in Zug,
      Switzerland.

    


    Michael
      Hlavsa
      has been
      our Chief Financial Officer and a director since our inception. Mr. Hlavsa
      is an
      experienced executive that has over 30 years of combined financial and
      operational experience. He is both a Certified Public Accountant and a Certified
      Internal Auditor. He has spent over 18 years working in the United States casino
      industry. From 2004 to the present, he has been the founder and principal owner
      of Signature Gaming Management LLC, a consulting firm specializing in advising
      emerging companies engaged in gaming operations. In 2005, he served as Chief
      Executive Officer for Titan Cruise Lines, a casino business which operated
      a
      2,000 passenger ship and high speed shuttles. From 2001 to 2004, Mr. Hlavsa
      was
      the Chief Executive Officer for SunCruz Casinos, the largest day cruise gaming
      company in the United States. From 1997 to 2000, Mr. Hlavsa was Managing Partner
      at Casino Princesa in Miami, Florida where he was responsible for the
      development and operation of a large mega-yacht gaming vessel. From 1993 to
      1997, he served as Chief Financial Officer and Vice President, Midwest region,
      for Lady Luck Gaming Corporation, a publicly traded company. While at Lady
      Luck,
      he participated in that company’s initial public offering of equity and a $185
      million debt financing. From 1991 to 1993, Mr. Hlavsa was the Vice President
      of
      Finance and Administration for the Sands Hotel and Casino in Las Vegas, Nevada.
      His first 12 years of gaming experience was in Atlantic City, New Jersey in
      various audit and finance positions with well-established gaming companies
      such
      as Caesars, Tropicana and Trump Plaza. He received a bachelor of science degree
      from Canisius College in Buffalo, New York in 1975.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    


    Andrew
      Tse
      has
      served as our Vice President since our inception. From 1981 to 2006, Mr. Tse
      was
      associated with a number of businesses located in China (Hong Kong and Macau)
      that are owed or controlled by Dr. Stanley Ho, the father of our chairman and
      co-chief executive officer, Angela Ho, including Shun Tak Holdings Ltd., Heli
      Express Ltd. and Hong Kong Express Airways Ltd. which are engaged in the
      business of sea transport, helicopter transport and scheduled airline services,
      respectively. From 1981 to 2006, Mr. Tse was an executive director, and from
      1989 to 1996 served as the chief financial officer and a member of the board
      of
      directors of, Shun Tak Holdings Limited. Shun Tak Holdings Limited is a leading
      Hong Kong-based conglomerate established in 1972 and listed on the Hong Kong
      Stock Exchange since 1973 with core businesses in transportation, casino
      investment and operations and property investments. During his tenure with
      Shun
      Tak, Mr. Tse was instrumental in listing the company on the Hong Kong Stock
      Exchange and was instrumental in negotiating and financing many of Shun Tak’s
      acquisitions and business expansion initiatives. From 1989 to 2003, Mr. Tse
      served as executive director of Air Hong Kong Ltd., a dedicated cargo airline
      based in Hong Kong offering scheduled service to Europe and the United States.
      Mr. Tse was instrumental in the sale of Air Hong Kong to Cathay Pacific Airways
      in 2003. From 1997 to 2006, Mr. Tse also served as chief executive officer
      of
      Heli Express Limited, a helicopter airline operating between Hong Kong and
      Macau, with more than 50 daily flights. From 1997 to the present, Mr. Tse has
      served as the founder and chief executive officer of Hong Kong Express Airways
      Limited, a new regional airline that commenced operation in 2005 and provides
      scheduled Boeing 737 and Embraer E170 service between Hong Kong and secondary
      cities in Mainland China and Taiwan. A 1977 graduate of McMaster University
      in
      Canada, Mr. Tse also received an MBA from McMaster University in
      1978.

    


    Stuart
      A. Sundlun has
      served as a director since our inception in March 2007. Originally appointed
      as
      our President on an interim basis, Mr. Sundlun resigned such office in October
      2007.  From September 2007 to the present , Mr. Sundlun has been Managing
      Director of BMB Advisors Ltd, a company providing financial advisory services
      to
      the BMB Group SPC, an alternative asset management firm investing
      in privately-owned hedge funds, real estate funds, private equity funds and
      direct investments.   From 1998 to September 2007, Mr. Sundlun was a
      managing director of Global Emerging Markets, a New York City based investment
      fund that acquires and invests in both public and privately owned
      businesses.  From 1998 to the present, Mr. Sundlun has been actively
      involved in structuring and negotiating equity investments in emerging growth
      companies including Digital River, Inc., Star Scientific, Inc and
      Intercontinental Fuels, LLC.  From 2001 to the present, Mr. Sundlun has
      been an advisor to Triago SA, a Paris based leading placement agent for private
      equity funds.  From 1994 to the present, Mr. Sundlun has structured a
      variety of private equity investments in Russia including South Oil Corporation,
      which is developing an oil field in Astrakhan, Russia and Helios Petroleum
      Holdings, AG, which intends to own and operate many oil refineries in Russia
      and
      elsewhere. Mr. Sundlun serves on the board of South Oil Corporation. From 2005
      to the present, Mr. Sundlun has also served on the Board and investment
      committee of the Dignity Fund LLC, which makes loans to microfinance
      institutions.  From 1986 to 1994, Mr. Sundlun was a Managing Director of
      Grosvenor Equities, Inc. and participated in the raising of equity for a variety
      of private companies including early stage venture capital, growth stage and
      leveraged management buyouts.  From 1982 to 1985, he was an associate in
      the Corporate Finance department of Lehman Brothers and advised a variety of
      medium and large corporations on financial strategies and financing.  
Mr. Sundlun received his BA degree cum laude 1975 (government) from Harvard
      University, and his MBA (finance) from Columbia University Graduate School
      of
      Business in 1982.

    


    Peter
      Kjaer
      has
      served as a director since our inception. From 1995 to the present, Mr. Kjaer
      has been associated with a variety of businesses controlled or financed by
      Dr.
      Stanley Ho, including Jet Asia and Macau Business Aviation Center, which are
      engaged in the business of providing corporate air charter and fixed based
      operation services, respectively. In 1992, he co-founded, with Angela Ho, the
      Ho
      Gallery, one of the leading contemporary art galleries in Asia. In 1996, in
      partnership with STDM, an affiliate of Stanley Ho, Mr. Kjaer founded Jet Asia
      Ltd., a business aviation charter company located in Hong Kong and served as
      its
      president and chief executive officer until 2003. From 1999 to the present,
      Mr.
      Kjaer has been a member of the board of directors and a member of the audit
      and
      finance committee of BioSante Inc., a pharmaceutical company listed on the
      American Stock Exchange and from 2004 to the present, has served as the founder
      and chief executive officer of Ho Gaming Ltd., a software company that has
      developed webcasting software, including applications for online entertainment
      focused on the Asian gaming market. A student of Sinology for four years at
      the
      University of Copenhagen, Mr. Kjaer speaks, reads and writes Chinese and studied
      modern economic reform in Shanghai in 1985.

     

    
      
        
        

      

      
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    Arie
      Jan van Roon
      has
      served as a director since our inception. From January 2000 to the present,
      he
      has served as the managing partner of TransTax LLP, a Swiss-based private wealth
      management firm. The firm provides financial advisory services to high net
      worth
      investors and family offices principally within the European Union. In January
      2007, he established Pure Glow Finance Limited of which he is the Managing
      Director as well as the sole shareholder, with the same activities as TransTax
      LLP and also the beneficial owner and investment advisor of Noble Investment
      Fund Limited, one of our principal shareholders.  Prior to founding this
      firm,  from 1984 to 2000, Mr. van Roon established van Roon Partners, Ltd.,
      a private equity and advisory firm with an emphasis on investment in distressed,
      turn around and special situations with a geographic focus on Europe and across
      a wide range of industries.  In addition to investment management
      experience, during this period he also developed operational experience in
      his
      capacity as acting interim CEO for investee companies in the consumer goods,
      airline and service industries including Girmi spa, an Italian industrial firm,
       Intair GMBH, an airline handling company based in Germany, and Aerolloyd,
      a German airline.  In 1990, Mr. van Roon entered into a joint venture
      arrangement with US-based Quantum Development Corporation, a boutique venture
      capital firm specializing in early stage high tech and pharmaceutical companies.
      In connection with this activity, from January 2000 to May 2000 he acted as
      interim CEO of Alyn Corporation, a NASDAQ listed innovative materials
      firm.  Mr. van Roon has never been employed by any of the above companies
      and has always acted as a consultant or owner.  Mr. van Roon is a Dutch
      citizen who lives in Lugano, Switzerland and in Milan, Italy. He obtained a
      doctoral degree (Drs) from Erasmus Rotterdam University in 1971, where his
      thesis centered on Bayesian Statistics.

     

    
      
        
        

      

      
        -9-