Unassociated Document


    
      

      

    

    
 

    


    


    


    OPERATING
      AGREEMENT

    


    


    OF
      

    


    


    HO
      CAPITAL MANAGEMENT LLC

    


    


    a
      Delaware Limited Liability Company

    


    


    Dated
      as
      of December ___, 2007

    


    


    


    


    


    


    


    


    


    


    
      

      

    

     

    Prepared
      By:

    


    


    Hodgson
      Russ LLP

    1540
      Broadway, 24th
      Floor

    New
      York,
      New York 10063

    


    


    
      

      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    OPERATING
      AGREEMENT

    


    OF

    


    HO
      CAPITAL MANAGEMENT LLC

    


    


    THIS
      OPERATING AGREEMENT (this
      “Agreement“) of HO
      CAPITAL MANAGEMENT LLC (the
      “Company”) is entered into as of the ___ day of December, 2007, by and among the
      Person(s) whose name(s) and address(es) appear on Exhibit
      A
      annexed
      hereto (individually,
      a “Member” and collectively, the “Members”), as the same may be amended from
      time to time, and the Company, pursuant to the provisions of the Delaware
      Limited Liability Company Act, on the following terms and
      conditions:

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Members have formed a limited liability company subject to the conditions and
      for the purposes stated herein known as HO
      CAPITAL MANAGEMENT LLC;
      and


    


    WHEREAS,
      the
      Members and the Company wish to state the terms of the Member’s relationship to
      the Company and method of operations of the Company;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual agreements, covenants and undertakings herein
      contained, the parties hereto, intending to be legally bound, hereby agree
      as
      follows:

    


    ARTICLE
      I

    CERTAIN
      DEFINITIONS

    


    For
      purposes of this Agreement, the following terms shall have the meanings set
      forth in this Article I (such meanings to be equally applicable in both the
      singular and plural forms of the term defined).

    


    1.1 “Affiliate”
means
      any (i) corporation, partnership, trust, limited liability company or other
      entity controlled by or under common control with any Member or in which a
      Member is or may be an officer, director, shareholder, partner (general or
      limited), trustee, member, owner or employee; (ii) officer, director,
      shareholder, partner (general or limited), trustee, member, owner or employee
      of
      any corporation, partnership, trust, limited liability company or other entity
      controlled by or under common control with a Member; and (iii) corporation,
      partnership, trust, limited liability company or other entity or business in
      which a Member has any interest whatsoever.

    


    1.2 “Agreement”
or
      “Operating
      Agreement”
means
      this Operating Agreement, as amended, restated, supplemented or otherwise
      modified in writing from time to time by the parties hereto or their successors
      and assigns. Words such as “herein”, “hereinafter”, hereof”, and “hereunder”
refer to this Agreement as a whole, unless the context otherwise
      requires.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3 “ASSAC
      Shares”
means
      the 1,312,500 Ordinary Shares of ASSAC owned of record by to the Company as
      at
      the date of this Agreement.

    


    1.4 “Available
      Cash”
means
      the excess, if any, of (a) the Revenue (as defined in this Subsection) of the
      Company resulting from the sale of (i) the ASSAC Shares, (ii) the Warrants,
      and/or (iii) the Warrant Shares, over (b) the Expenses (as defined in this
      Subsection) of the Company.

    


    (a) The
      term
“Revenue”
shall
      have its customary meaning, but shall also include previously accumulated
      reserves no longer required as determined at the discretion of the
      Manager.

    


    (b) The
      term
“Expenses”
shall
      have its customary meaning, but shall also include, without limitation, the
      following:

    


    (i) capital
      expenditures necessary to maintain, preserve or restore any real property owned
      by the Company not paid for out of the proceeds of any loan or casualty loss
      recovery;

    


    (ii) sums
      credited to reserves for Expenses incurred but unpaid;

    


    (iii) amortization
      on any loans affecting the Company or on any other indebtedness of the Company;
      and 

    


    (iv) depreciation
      and amortization of intangible assets of the Company.

    


    Available
      Cash shall be determined for each fiscal year of the Company.

    


    1.5 “Capital
      Account”
means,
      with respect to any Member, the Capital Account maintained for such Member
      in
      accordance with the following provisions:

    


    (i) To
      each
      Member’s Capital Account there shall be credited such Member’s Capital
      Contributions, such Member’s distributive share of Profits and any items in the
      nature of income or gain which are allocated to such Member pursuant to Article
      IV hereof.

     

    (ii) To
      each
      Member’s Capital Account there shall be debited the amount of cash distributed
      to such Member pursuant to any provision of this Agreement, such Member’s
      distributive share of Losses and any items in the nature of expenses or losses
      which are allocated to such Member pursuant to Article IV
      hereof.


    
      
        
        

      

      
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    The
      foregoing provisions and the other provisions of this Agreement relating to
      the
      maintenance of Capital Accounts are intended to comply with Internal Revenue
      Code Regulations Sections 1.704-1 (b) and 1.704-2, and shall be interpreted
      and
      applied in a manner consistent with such Regulations. In the event the Manager
      shall determine that it is prudent to modify the manner in which the Capital
      Accounts, or any debits or credits thereto are computed in order to comply
      with
      such Regulations, the Manager may make such modification; provided that it
      is
      not likely to have a material adverse effect on the amounts distributable to
      any
      Member upon the dissolution of the Company.

    


    1.6 “Capital
      Contribution”
means
      the contribution or contributions to the capital of the Company previously
      made
      by each Member, as modified and updated from time to time. 

    


    1.7 “Certificate”
means
      the Certificate of Formation of the Company filed with the Secretary of State
      of
      Delaware in accordance with the DLLCA, as such Certificate may be amended from
      time to time.

    


    1.8 “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time (or any
      corresponding provisions of succeeding law) and “Regulations” means the
      regulations of the Code, as amended from time to time.

    


    1.9 “Disability”
means
      death, insanity, incompetency (as declared by two independent medical doctors),
      retirement, bankruptcy or insolvency (as determined pursuant to Delaware State
      Law).

    


    1.10 “Interest”
means
      a
      Member’s ownership interest in the Company, including any and all benefits to
      which the holder of such Interest may be entitled as provided in this Agreement,
      together with all obligations of such Member to comply with the terms and
      provisions of this Agreement.

     

    1.11 “Company”
means
      the limited liability company formed pursuant to this Agreement and the company
      continuing the business of this Company in the event of dissolution as herein
      provided.

    


    1.12 “DLLCA”
means
      the Delaware Limited Liability Company Act as amended from time to time (or
      any
      corresponding provisions of succeeding law).

    


    1.13 “Initial
      Members”
shall
      mean Angela Ho and Noble or their respective Affiliates.

    


    1.14 “Manager”
shall
      mean Angela Ho, who shall be the sole Manager of the Company, or her
      successor(s) appointed in accordance with the terms of this
      Agreement.

    


    1.15 “Members”
means
      the Initial Members and any Person who subsequently becomes a Member pursuant
      to
      the terms of this Agreement and who has not ceased to be a Member pursuant
      to
      the terms of this Agreement. 


    
      
        
        

      

      
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    1.16 “Noble”
means
      Noble Investment Fund Limited, one of the Initial Members.

    


    1.17 “Noble
      Withdrawal”
shall
      mean the election by Noble or the Manager (as the case may be), exercised at
      any
      time following the occurrence of a Warrant Distribution, to cause Noble to
      withdraw as an Initial Member of the Company and terminate and relinquish its
      Members Interest in the Company, all in accordance with the provisions of
Section
      10.2
      of this
      Agreement. 

    


    1.18 “Note”
means
      the 4.5% Promissory Note of the Company in the principal amount of Five Million
      Seven Hundred Twenty Five Thousand Dollars ($5,725,000) dated as of December
      ___, 2007 issued to Noble Investment Fund Limited, the proceeds of which are
      to
      be used by the Company to purchase the Warrants.

     

    1.19 “Officers”
means
      the executive officers of the Company, as appointed from time to time by the
      Manager pursuant to the terms of this Agreement.

    


    1.20 “Ordinary
      Shares”
means
      the ordinary shares, par value $.0001 per share, of Asia Special Situation
      Acquisition Corp., a business combination
      company formed under the laws of the Cayman Islands (“ASSAC”).

    


    1.21 “Percentage
      Interest”
means
      the percentage set forth opposite the names of each of the Members on
Exhibit
      A
      annexed
      hereto and made a part hereof.

    


    1.22 “Person”
means
      any individual, general partnership, limited partnership, corporation, trust,
      limited liability company or other association or entity.

    


    1.23 “Profits”
and
      “Losses”
means,
      for each fiscal year, an amount equal to the Company’s federal taxable income or
      loss of such fiscal year.

    


    1.24 “Transfer”
means,
      as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation
      or
      other disposition or encumbrance and, as a verb, voluntarily or involuntarily
      to
      transfer, sell, pledge, hypothecate or otherwise dispose of or
      encumber.

    


    1.25 “Transferee”
means
      any Person who has acquired a beneficial interest in the Interest of a Member
      of
      the Company.

    


    1.26 “Warrants”
means
      the warrants to purchase Ordinary Shares of ASSAC to be purchased by the Company
      at
      a
      price equal to $1.00 per warrant in a private placement made in accordance
      with
      Regulation D under the Securities Act of 1933, as amended, which are subject
      to transfer restrictions which expire on the earlier of (i) the consummation
      of
      a business combination by ASSAC, or (ii) the liquidation and dissolution of
      ASSAC.

    


    1.27 “Warrant
      Shares”
means
      the Ordinary Shares of ASSAC that are issuable upon the full or any partial
      exercise of the Warrants.


    
      
        
        

      

      
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    ARTICLE
      II

    THE
      COMPANY

    


    2.1 Formation.
      The
      Company has been formed as a limited liability company under the DLLCA, and
      all
      actions taken by Neri Calderon, Organizer, an authorized person who executed
      and
      filed the Certificate, are hereby approved, adopted and ratified. The affairs
      of
      the Company and the conduct of its business shall be governed by the terms
      and
      subject to the conditions set forth in this Agreement.

    


    2.2 Company
      Name.
      The
      name of the Company shall be HO
      CAPITAL MANAGEMENT LLC
      and all
      business of the Company shall be conducted in such name or such other name
      as
      the Members shall determine. The Company shall hold all of its property in
      the
      name of the Company and not in the name of any Member.

    


    2.3 Purpose.
      The
      purpose and business of the Company shall be engage in any and all business
      activities permitted under the laws of the State of Delaware. In furtherance
      thereof, the Company shall do any and all acts and things which may be necessary
      or incidental to the foregoing or the promotion or conduct of the business
      of
      the Company or any of the Company assets.

    


    2.4 Principal
      Place of Business.
      The
      principal place of business of the Company shall be at 386 Columbus Avenue,
      Apt.
      17A, New York, New York 10024, or at such other location as may be designated
      by
      the Manager from time to time.

    


    2.5 Duration.
      The
      Company commenced on the date that its Certificate was filed in the office
      of
      the Secretary of State of Delaware in accordance with the DLLCA and shall
      continue until dissolved and its affairs wound up in accordance with the DLLCA
      or this Agreement. 

    


    2.6 Filings;
      Agent of Service of Process.

    


    (a) The
      Certificate has been filed in the office of the Secretary of State of Delaware
      in accordance with the provisions of the DLLCA. The Manager shall take any
      and
      all other actions reasonably necessary to perfect and maintain the status of
      the
      Company under the laws of the State of Delaware. The Members shall cause
      amendments to the Certificate to be filed whenever required by the DLLCA. An
      Officer designated by the Manager shall execute such amendments.

    


    (b) The
      Manager shall cause to be executed, filed and published such forms or
      certificates and shall take any and all other actions as may be reasonably
      necessary to perfect and maintain the status of the Company under the laws
      of
      any other states or jurisdictions in which the Company engages in
      business.

     

    (c) The
      Secretary of State of Delaware is designated as the agent of the Company for
      service of process on the Company. The address of the registered office of
      the
      Company in the State of Delaware is c/o United Corporate Services, Inc., 874
      Walker Road, Suite C, Dover, Delaware 19904 and the name of the Company’s
      registered agent to which the Secretary of State shall mail a copy of any
      process against the Company served upon the Secretary of State is United
      Corporate Services, Inc. The Manager may change such registered agent and
      address at any time in their discretion.


    
      
        
        

      

      
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    (d) Upon
      the
      dissolution of the Company, the Manager (or, in the event there are no remaining
      Manager, such Members as are responsible for winding up and dissolution of
      the
      Company pursuant to Article XI hereof), shall promptly execute and cause to
      be
      filed a certificate of cancellation in accordance with the DLLCA and the laws
      of
      any other states or jurisdictions in which the Company has registered to
      transact business or otherwise filed a certificate.

    


    2.7 Reservation
      of Other Business Opportunities.
      No
      business opportunities other than those actually exploited by the Company
      pursuant to Section 2.3 shall be deemed the property of the Company, and any
      Member or Manager may engage in or possess an interest in any other business
      venture (including those which may be a direct competitor of the Company),
      independently or with others of any nature or description; and neither any
      other
      Member nor any other Manager nor the Company shall have any rights by virtue
      hereof in and to such other business ventures, or to the income or profits
      derived therefrom. The provisions of Section 2.3 shall be subject to and shall
      not in any way affect the enforceability of any separate agreement by a Member,
      any Manager, or any Affiliate of either, restricting or prohibiting certain
      business activities of such Member or Manager.

    


    ARTICLE
      III

    CAPITAL
      CONTRIBUTIONS;

    ADDITIONAL
      FINANCING AND CONTRIBUTIONS

    


    3.1 Members.
      The
      names, addresses and Percentage Interests of each of the Members are set forth
      on Exhibit
      A.
      With
      the approval of all Initial Members, the Manager shall update Exhibit
      A
      from
      time to time to reflect any changes to the information set forth
      thereon.

    


    3.2 Initial
      Capital Contribution.
      The
      initial Capital Contribution to the Company as set forth on Exhibit
      A
      shall
      consist of Thirteen Thousand One Hundred Twenty Five Dollars ($13,125) that
      have
      been made by the Initial Members as provided on Exhibit A hereto.

    


    3.3 The
      ASSAC Shares. As
      at the
      date of this Agreement, the Company is the record owner of an aggregate of
      1,312,500 ASSAC Shares which have been purchased by the Company for a purchase
      price equal to $.01 per share. The Initial Members are the beneficial owners
      of
      the ASSAC Shares to the extent of their respective Percentage Interests in
      the
      Company, all as set forth on Exhibit
      A
      hereto.

    


    3.3 The
      Note.
      The
      Company shall issue the Note to Noble, a copy of which is annexed hereto as
      Exhibit
      B,
      as
      consideration for a loan to be made by Noble to the Company in the amount of
      Five Million Seven Hundred Twenty Five Thousand Dollars ($5,725,000), the
      proceeds of which shall be used by the Company to purchase the Warrants from
      ASSAC in
      a
      private placement made in accordance with Regulation D under the Securities
      Act
      of 1933, as amended.


    
      
        
        

      

      
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    3.4 The
      Warrants and the Warrant Distribution.
      

    


    (a) At
      all
      times prior to the Warrant Distribution as contemplated by Section 3.4(b) below,
      each of the Initial Members or their Affiliates or designated assigns shall
      have
      a fifty percent (50%) beneficial interest in the Warrants and the Warrant
      Shares.

    


    (b) All
      right, title and legal ownership to the Warrants shall remain with the Company;
      provided
      that, upon
      the
      consummation by ASSAC of an acquisition of one or more operating businesses,
      an
      aggregate of fifty percent (50%) of the Warrants entitling the holder to
      purchase up to 2,862,500 Warrant Shares shall be assigned and distributed by
      the
      Company to Noble or such of its Affiliate(s) or assignees as shall be designated
      in writing by Noble to the Company (the “Warrant
      Distribution”).
      Simultaneous with such Warrant Distribution: 

    


    (i) one
      hundred percent (100%) of the beneficial interest in the remaining Warrants
      owned of record by the Company and entitling the holder to purchase up to
      2,862,500 Warrant Shares shall be vested solely in Angela Ho or her Affiliates
      or designated assigns; and 

    


    (ii) the
      outstanding principal amount of the Note shall be automatically deemed to be
      partially prepaid and reduced to Two Million Eight Hundred and Sixty Two
      Thousand Five Hundred Dollars ($2,862,500). In addition, the aggregate amount
      of
      interest accrued on such reduced principal amount of the Note as at the date
      of
      such Warrant Distribution shall similarly be reduced to that amount equal to
      the
      product of multiplying $2,862,500 by 4.5% from the date of issuance of the
      Note
      to the date of the Warrant Distribution.

    


    (c) As
      a
      material inducement to Noble to loan the principal amount of the Note to the
      Company, the Company has pledged to Noble, all of the Warrants owned and to
      be
      owned of record by the Company as collateral security for the timely and full
      satisfaction of all obligations of the Company pursuant to this Note; all in
      accordance with the pledge agreement dated of even date herewith between Noble
      and the Company, a copy of which is annexed hereto as Exhibit
      C
      (the
“Pledge
      Agreement”).

     

    (d) If,
      at
      any time or from time to time prior to the Maturity Date of the Note, the
      Company shall sell, transfer or otherwise dispose of the Warrants for cash
      consideration, or exercise the Warrants and thereafter sell, transfer or
      otherwise dispose of any of the Warrant Shares for cash consideration, then
      the
      Company shall remit the all of the proceeds received by the Company from any
      such sale, transfer or disposition to Noble to prepay this Note, in whole or
      in
      part, to be allocated as follows:

     

    (i) First,
      to
      pay accrued and unpaid interest due pursuant to the Note; and


    
      
        
        

      

      
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    (ii) Second,
      to pay the outstanding principal amount due pursuant to the Note.

    


    (e) The
      Company shall not sell, transfer, pledge, hypothecate or assign any or all
      of
      the Warrants and Warrant Shares and all right, title and legal ownership to
      the
      Warrants and Warrant Shares will remain with the Company at all times until
      the
      date of the Warrant Distribution. Following the date of the Warrant Distribution
      and the resulting reduction amount of the Warrants and in the principal amount
      of and accrued interest on the Note, the Company shall continue to retain legal
      ownership and title to all of the remaining Warrants and Warrant Shares not
      sold
      for cash, until such time as the Maker shall have prepaid or paid in full all
      principal of and interest accrued on this Note, as reduced pursuant to this
      Section 3.4.

    


    3.5 Additional
      Financing.

    


    (a) The
      sums
      of money required to finance the business and affairs of the Company shall
      be
      derived from the initial and subsequent Capital Contributions made by the
      Members to the Company, from funds generated from the operation and the business
      of the Company and from any loans or other indebtedness which the Initial
      Members may mutually approve for the Company.

    


    (b) The
      Members shall not be required to make additional Cash Capital Contributions
      (beyond their initial Capital Contribution), but may make additional
      contributions with the consent of both of the Initial Members, or after the
      Warrant Distribution and if Noble shall .

    


    (c) No
      Member
      shall be required to guarantee any loan or indebtedness of the Company, though
      any of the Members may voluntarily agree to do so.

    


    3.6 Other
      Matters.

    


    (a) Except
      as
      otherwise provided in this Agreement, no Member shall demand or receive a return
      of his Capital Contributions from the Company without the consent of both of
      the
      Initial Members or after Noble Withdrawal, the Manager. Under circumstances
      requiring a return of any Capital Contributions, no Member shall have the right
      to receive property other than cash except as may be specifically provided
      herein.

    


    (b) No
      Member
      shall receive any interest, salary or drawing with respect to his, or her or
      its
      Capital Contributions or his or her or its Capital Account or for services
      rendered on behalf of the Company or otherwise in its capacity as a Member
      or a
      Manager except as otherwise provided in this Agreement or any written employment
      or management agreements subsequently entered into between the Company and
      the
      applicable Member or Manager.


    
      
        
        

      

      
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    ARTICLE
      IV

    ALLOCATIONS

    


    4.1 Profits
      and Losses.

    


    (a) Subject
      to the Other Allocation Rules in Section 4.2 hereof, Profits for any fiscal
      year
      in respect of the ASSAC Shares shall be allocated among the Members in
      proportion to their respective Percentage Interests in the Company, and Profits
      for any fiscal year in respect of the Warrants or Warrant Shares shall be
      allocated among the Initial Members equally, unless otherwise agreed to by
      all
      Initial Members.

    


    (b) Subject
      to the Other Allocation Rules in Section 4.2 hereof, Losses for any fiscal
      year
      in respect of the ASSAC Shares shall be allocated among the Members in
      proportion to their respective Percentage Interests in the Company, and Losses
      for any fiscal year in respect of the Warrants or Warrant Shares shall be
      allocated among the Initial Members equally, unless otherwise agreed to by
      all
      Initial Members.

    


    4.2 Other
      Allocation Rules.

    


    (a) In
      the
      event any new Member is admitted to the Company pursuant to this Agreement
      on
      different dates, the Profits (or Losses) allocated to the Members for each
      fiscal year during which any new Member(s) are so admitted shall be allocated
      among the Members in proportion to their respective Percentage Interests during
      such fiscal year in accordance with Code §706
      using
      any convention permitted by law and selected by the Manager.

    


    (b) For
      purposes of determining the Profits, Losses or any other items allocable to
      any
      period, Profits, Losses and any such other items shall be determined on a daily,
      monthly or other basis, as determined by the Manager using any method that
      is
      permissible under Code §706
      and
      the Treasury Regulations thereunder.

    


    (c) Except
      as
      otherwise provided in this Agreement, all items of income, gain, loss, deduction
      and any other allocations not otherwise provided for shall be divided among
      the
      Members in the same proportions as they share Profits or Losses, as applicable,
      for the fiscal year in question.

    


    ARTICLE
      V

    DISTRIBUTIONS

    


    5.1 Distributions
      of Available Cash.
      

    


    (a) Except
      as
      otherwise provided in Article XI hereof, Available Cash, if any, from the sale
      or distribution by the Company of any of the ASSAC Shares owned of record by
      the
      Company, and any dividends paid in respect of such ASSAC Shares, shall be
      distributed to the Members in accordance with their respective Percentage
      Interests. 


    
      
        
        

      

      
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    (b) Prior
      to
      the Warrant Distribution, except as otherwise provided in Article XI hereof,
      Available Cash, if any, from the sale or distribution by the Company of any
      of
      the Warrants or the Warrant Shares owned of record by the Company, and any
      dividends paid in respect of such Warrant Shares, shall be distributed, as
      follows:

    


    (i) First,
      to
      pay accrued and unpaid interest due pursuant to the Note; and

    (ii) Second,
      to pay the outstanding principal amount due pursuant to the Note;
      and

    (iii) Third,
      in
      equal amounts to the Initial Members or their Affiliates or designated
      assigns.

    


    (c) Following
      the Warrant Distribution, except as otherwise provided in Article XI hereof,
      Available Cash, if any, from the sale or distribution by the Company of any
      of
      the Warrants or the Warrant Shares owned of record by the Company, and any
      dividends paid in respect of such Warrant Shares, shall be distributed, as
      follows:

    


    (i) First,
      to
      pay accrued and unpaid interest due pursuant to the Note;

    


    (ii) Second,
      to pay the outstanding principal amount due pursuant to the Note;
      and

    


    (iii) Third,
      one hundred percent (100%) to Angela Ho, or her Affiliates or designated


    


    5.2 Withholding.
      All
      amounts withheld pursuant to the Code or any provision of any state or local
      law
      with respect to any payment, distribution or allocation to the Company or the
      Members shall be treated as amounts distributed to the Members pursuant to
      this
      Article V for all purposes of this Agreement. The Manager are authorized to
      withhold from distributions or, with respect to allocations, to the Members
      and
      to pay over to any federal, state or local government any amounts required
      to be
      so withheld pursuant to the Code or any provision of any other federal, state
      or
      local law and shall allocate such amounts to those Members with respect to
      which
      such amounts were withheld.

    


    ARTICLE
      VI

    MANAGEMENT

    


    6.1 Management
      of Company.
      

    


    (a) Prior
      to a Noble Withdrawal. Prior
      to
      a Noble Withdrawal, the business and affairs of the Company shall be managed
      by
      both of the Initial Members, acting by mutual agreement and under their joint
      direction and control. Without limiting the generality of the foregoing, prior
      to a Noble Withdrawal, without the prior written consent and approval of both
      of
      the Initial Members, the Company shall not take any of the following actions,
      or
      commit or undertake any of the following:


    
      
        
        

      

      
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    (i) except
      for the Note, borrowing money from any Person or guaranteeing any debts or
      obligations of any Person; or 

    


    (ii) except
      for the Pledge Agreement, pledging or hypothecating any Members Interests or
      any
      of the assets or securities of the Company; or 

    


    (iii) amending
      this Agreement, the Note or the Pledge Agreement; or 

    


    (iv) admitting
      any new Members or selling any Members Interests in the Company; or


    


    (iv) effecting
      any sale, transfer, pledge, hypothecation or other disposition of any of the
      ASSAC Shares; or any of the Warrants or Warrant Shares; or 

    


    (v) causing
      the Company to engage in any business activities, other than the ownership,
      management and disposition of the ASSAC Shares, Warrants and/or Warrant
      Shares.

    


    Notwithstanding
      the above, Noble shall have and retain the unilateral right to take any and
      all
      action to enforce its rights and remedies, as a lender, under the Note and/or
      Pledge Agreement if an event of default thereunder shall occur and shall be
      continuing.

    


    (b) After
      a Noble Withdrawal Following
      a Noble Withdrawal, the business and affairs of the Company shall be managed
      by
      the Manager, and in such connection, the Manager shall have all power and
      authority to manage and direct the management of, the business and affairs
      of,
      and to make all decisions to be made by or on behalf of the Company, including,
      without limitation, the hiring and firing of the Officers. Following a Noble
      Withdrawal, approval by, consent of or action taken by the Manager in accordance
      with this Agreement shall constitute approval or action by the Company, shall
      be
      binding on the then Members, and any Person dealing with the Company shall
      be
      entitled to rely on a certificate or any writing signed by the Manager as the
      duly authorized action of the Members on behalf of the Company. The signature
      of
      any one or more Officers duly authorized to act by the Manager shall be
      sufficient to bind the Company.

    


    (c) Authorized
      Representatives. Either
      or
      both of the Initial Members may authorize any one or more Person to act has
      his,
      her or their authorized representative(s) and proxy with full power and
      authority (including the right of substitution) to act for and on behalf of
      all
      Initial Members, in connection with all matters requiring the vote, consent
      or
      mutual approval of the Initial Members, including consenting to or withholding
      consent to, any matters involving the Company, the ASSAC Shares, the Warrants,
      the Warrant Shares or the management of the Company 


    
      
        
        

      

      
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    6.2 Written
      Consent.
      Any
      action requiring the vote, consent, approval or action of or an election by
      the
      Members or required to be taken at a meeting of the Members may be taken without
      a meeting if a consent in writing, setting forth the action so taken, shall
      be
      signed by both of the Initial Members, and following Noble Withdrawal, by
      Members holding at least the percentage of the Percentage Interests required
      for
      such approval, consent or action.

    


    6.3 Manager.

    


    (a) During
      the duration of this Agreement, the Members hereby designate Angela Ho as the
      Manager. Should such Person be unable or refuse to serve as such, the successor
      Manager will be elected, prior to a Noble Withdrawal by both of the Initial
      Members and after Noble Withdrawal, by Members holding a majority of the
      Percentage Interests. Prior to a Noble Withdrawal, both Initial Members, and
      after Noble Withdrawal, those Members holding a majority of the Percentage
      Interests, may replace or remove the designated Manager at any time, with or
      without cause. Upon the resignation of any Manager, or their ceasing to act
      as
      such for any reason, a successor Manager(s) will be elected by both Initial
      Members prior to a Noble Withdrawal and by Members holding a majority of the
      Percentage Interests after Noble Withdrawal. The Manager shall be appointed,
      to
      take only such actions as specified in this Agreement to be taken by the Manager
      or to take such other action or actions as shall be approved by the Members
      in
      accordance with the terms of this Agreement and (i) prior to a Noble Withdrawal,
      specified in a writing signed by both Initial Members, and (ii) after Noble
      Withdrawal, specified in a writing signed by the Members holding a majority
      of
      the Percentage Interests voting in favor of such action or actions.


    


    (b) The
      Manager shall be reimbursed by the Company for her reasonable out-of-pocket
      expenses incurred on behalf of the Company in connection with the business
      and
      affairs of the Company, including all legal, accounting, travel and other
      similar expenses reasonably incurred by the Manager in connection with the
      operation of Company business.

     

    (c) For
      purposes of making filings required under the Code and the Regulations
      promulgated thereunder, Angela Ho shall be the “Tax Matters Partner(s)” of the
      Company.

    


    (d) The
      Manager shall be liable to the Company, the Members or any other Person that
      is
      a party to or otherwise bound by this Agreement only for any action or inaction
      in connection with the business of the Company which is found to constitute
      a
      violation of the express provisions of this Agreement or the implied contractual
      covenant of good faith and fair dealing. It shall be conclusively presumed
      and
      established that the Manager acted in good faith if any action is taken, or
      not
      taken, by it on the advice of legal counsel or other independent outside
      consultants. 

    


    6.4 Officers. The
      Company may (but shall not be required to) have as its senior executive officers
      a Chairman and Chief Executive Officer, a President, such number of Vice
      Presidents as shall be designated by the Manager, a Treasurer or Chief Financial
      Officer and a Secretary (collectively, the “Officers”).
      Prior
      to a Noble Withdrawal, the Officers shall be appointed by both Initial Members
      and shall serve at their pleasure. After Noble Withdrawal, the Officers shall
      be
      appointed by the Manager and shall serve at the pleasure of the Manager of
      the
      Company. The Officers shall have such duties and authority as shall be generally
      granted to officers of a Delaware corporation or as may otherwise be delegated
      to them. 


    
      
        
        

      

      
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    6.5 No
      Personal Liability.
      To the
      fullest extent permitted under the DLLCA or any other applicable law as
      currently or hereafter in effect, no Member shall have any personal liability,
      whether to the Company or to the creditors of the Company for the debts,
      obligations, expenses or liabilities of the Company or any of its losses, beyond
      the Members’ Capital Contribution. 

    


    6.6 Indemnification.
      The
      Company shall indemnify and hold harmless the Members, the Manager, the Officers
      and each of their respective Affiliates (the “Parties”), to the fullest extent
      permitted under the DLLCA or any other applicable law as currently or hereafter
      in effect, from and against any loss, expense, damage or injury suffered or
      sustained by the Parties (or any of them) by reason of any acts, omissions
      or
      alleged acts or omissions arising out of its or their activities on behalf
      of
      the Company or in furtherance of the interests of the Company, including but
      not
      limited to, any judgment, award, settlement, reasonable attorney’s fees and
      other costs or expenses incurred in connection with the defense of any actual
      or
      threatened action, proceeding or claim unless the party against whom the claim
      is made or legal proceeding is directed is guilty of a bad faith violation
      of
      the implied contractual covenant of good faith and fair dealing as determined
      by
      a final non-appealable court of competent jurisdiction. Such indemnification
      shall be made only to the extent of the assets of the Company.

    


    ARTICLE
      VII

    MEETINGS

     

    7.1 Annual
      Meeting.
      An
      annual meeting of the Members shall be held no later than 120 days after the
      close of the fiscal year of the Company, for the transaction of such business
      as
      may come before the meeting. If the day fixed for the annual meeting shall
      be a
      legal holiday, such meeting shall be held on the next succeeding business
      day.

    


    7.2 Special
      Meetings.
      Special
      meetings of the Members, for any purposes described in the meeting notice,
      may
      be called by the Members holding at least 20% of the Percentage Interests.
      

    


    7.3 Notice
      of Meeting.
      Written
      or telephonic notice stating the place, day and hour of the meeting of the
      Members and, in case of a special meeting, the purposes for which the meeting
      is
      called, shall be delivered not less than five (5) days before the date of the
      meeting, either personally, by mail, or by facsimile transmission, to each
      Member of record. If mailed, such notice shall be deemed to be delivered when
      deposited in the United States mail, addressed to the Members at her, his or
      their address as it appears on the books of the Company, with postage thereon
      prepaid. When all the Members of the Company are present at any meeting, or
      if
      those not present sign in writing a waiver of notice of such meeting, or
      subsequently ratify all the proceedings thereof, the transactions of such
      meeting are as valid as if a meeting were formally called and notice had been
      given.


    
      
        
        

      

      
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    7.4 Proxies.
      At all
      meetings of Members, Members may vote by proxy executed in writing by the
      Members or by his duly authorized attorney-in-fact. Such proxy shall be filed
      with the Company before or at the time of the meeting. No proxy shall be valid
      after three months from date of execution, unless otherwise provided in the
      proxy.

    


    7.5 Quorum.
      Prior
      to a Noble Withdrawal, both Initial Members, represented in person or by proxy,
      shall constitute a quorum at a meeting of Members. After Noble Withdrawal,
      Members holding at least 51% of the Percentage Interests, represented in person
      or by proxy, shall constitute a quorum at a meeting of Members. 

    


    7.6 Order
      of Business.
      The
      order of business at all meetings of the Members shall be as
      follows:

    


    (i) Roll
      Call;

    (ii) Proof
      of
      notice of meeting or waiver of notice;

    (iii) Reading
      of minutes of preceding meeting;

    (iv) Unfinished
      business;

    (v) New
      business.

    


    7.7 Telephonic
      Meetings.
      Members
      of the Company may participate in any meeting of the Members or any meeting
      of
      the Manager by means of conference telephone or similar communications equipment
      if all Persons participating in such meeting can hear one another for the entire
      discussion of the matter(s) to be voted upon. Participation in a meeting
      pursuant to this Section 7.7 shall constitute presence in person at such
      meeting.

    


    ARTICLE
      VIII

    BOOKS
      AND RECORDS

     

    8.1 Books
      and Records.
      The
      Manager shall keep proper and usual books and records pertaining to the business
      of the Company. The books and records of the Company shall be kept at the
      principal office of the Company or at such other places, as the Initial Members
      shall from time to time determine.

    


    8.2 Tax
      Returns.
      Federal, state and local tax returns of the Company shall be prepared and timely
      filed at the direction of the Manager and at the expense of the Company. The
      Manager shall consult with the Members in connection with the manner in which
      any tax controversy is to be conducted.

    


    8.3 Right
      of Inspection.
      Any
      Members of record shall have the right to examine, at any reasonable time or
      times for all purposes, the books and records of account, minutes and records
      of
      all Members or Manager meetings and to make copies thereof. Any agent or
      attorney of the Members may make such inspections. Upon the written request
      of
      any Member, the Company shall cause to be mailed to such Member its most recent
      financial statements, showing in reasonable detail its assets and liabilities
      and the results of its operations, and a copy of its federal, state and local
      income tax returns.


    
      
        
        

      

      
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    8.4 Financial
      Records.
      All
      financial records shall be maintained and reported in accordance with GAAP
      and
      AICPA standards.

    


    ARTICLE
      IX

    FISCAL
      MATTERS

    


    9.1 Fiscal
      Year.
      The
      fiscal year of the Company shall begin on the first day of January and end
      on
      the last day of December each year, unless otherwise determined by the
      Manager.

    


    9.2 Deposits.
      All
      funds of the Company shall be deposited in an account or accounts in such banks,
      trust companies or other depositories as the Initial Members may select, and
      after Noble Withdrawal, as the Manager may select.

    


    9.3 Agreements,
      consents, checks, etc.
      All
      agreements, consents, checks, drafts or other orders for the payment of money,
      and all notices or other evidences of indebtedness issued in the name of the
      Company shall be signed, prior to a Noble Withdrawal by a representative of
      each
      of the Initial Members, and after Noble Withdrawal, by an Officer of the Company
      designated by the Manager or those Persons authorized from time to time by
      the
      Manager.

    


    9.4 Accountant.
      An
      accountant(s) may be selected from time to time by the Manager to perform such
      tax and accounting services as may from time to time be required. The accountant
      may be removed by the Manager without assigning any cause. 

     

    9.5 Legal
      Counsel.
      One or
      more attorney(s) at law may be selected from time to time by the Members to
      review the legal affairs of the Company and to perform such other services
      as
      may be required. Any such counsel may be removed by the Members without
      assigning any cause. 

    


    ARTICLE
      X

    TRANSFER
      OR ASSIGNMENT OF INTERESTS; NOBLE WITHDRAWAL

    


    10.1 Restriction
      on Transfer.
      

    


    (a) Prior
      to
      the Warrant Distribution, No Member may Transfer all or any portion of his,
      her
      or its rights hereunder, Members Interests or Percentage Interest in the
      Company, or withdraw or retire from the Company without the prior written
      consent of both of the Initial Members.

    


    (b) Following
      the Warrant Distribution, any Member may Transfer his, her or its beneficial
      interest in the ASSAC Shares, to any Affiliate or third Persons.



    
      
        
        

      

      
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    (c) Prior
      to
      payment in full of the Note, as reduced following a Warrant Distribution: (i)
      Angela Ho shall not Transfer on any one or more occasions to any Persons (other
      than an Affiliate) Percentage Interests representing more than 49% of all
      Members Interests in the Company; and (ii) legal and beneficial ownership of
      the
      Warrants and Warrant Shares then owned of record by the Company shall not be
      Transferred by the Company to any Persons, including any Member or any Affiliate
      of any Member; and (iii) such Warrants and Warrant Shares shall be subject
      at
      all times the provisions of Section
      3.4
      of this
      Agreement. 

    


    (c) Following
      payment in full of the Note and the occurrence of a Noble Withdrawal, the
      remaining Initial Member or any other Member in the Company may Transfer his,
      her or its Percentage Interests as Members in the Company or the legal ownership
      of any remaining Warrants or Warrant Shares then owned of record by the Company
      to any one or more third Persons.

    


    10.2 Noble
      Withdrawal. 

    


    (a) Following
      the Warrant Distribution, Noble shall have the right for any reason (including
      any dispute or disagreement among the Initial Members that cannot be resolved
      by
      mutual agreement of such Initial Members) or no reason, to effect a Noble
      Withdrawal by giving ten (10) days prior written notice to the Manager and
      the
      Company (a “Noble
      Withdrawal Notice”).
      

    


    (b) Following
      the Warrant Distribution, the Manager shall have the right for any reason
      (including any dispute or disagreement among the Initial Members that cannot
      be
      resolved by mutual agreement of such Initial Members) or no reason, to effect
      a
      Noble Withdrawal by giving ten (10) days prior written notice to the Noble
      and
      the Company (a “Manager
      Withdrawal Notice”).
      

    


    (c) Not
      later
      than ten (10) days following delivery of a Noble Withdrawal Notice or a Manager
      Withdrawal Notice (as the case may be), the Company shall cause the transfer
      agent of ASSAC to distribute and deliver to Noble or its Affiliates or
      designated assigns one or more stock certificates evidencing legal title to
      and
      ownership of the 437,500 Ordinary Shares beneficially owned by Noble in
      accordance with Exhibit
      A
      hereto,
      together with any and all dividends and other rights and benefits that may
      have
      accrued with respect to such 437,500 Ordinary Shares. 

    


    10.3 Permitted
      Transfers.
      Following the Warrant Distribution, but subject at all times to the provisions
      of this Article X, a Member may Transfer his, her or its Percentage Interest
      in
      the Company to (a) an Affiliate, or (b) a trust for the benefit of his spouse
      or
      one or more of his lineal descendants, brothers, sisters or ancestors, or to
      a
      partnership or other entity benefiting such Persons provided the Transferor
      Members retains sole voting control of the Transferee (a “Permitted
      Transfer”).
      The
      Transferee, pursuant to a Permitted Transfer shall be entitled to become a
      Member of the Company with respect to the Percentage Interest transferred (i)
      if
      the Transfer will not result in a termination of the Company under the Code,
      and
      (ii) upon (A) delivering to the Members a written instrument evidencing such
      Transfer; (B) executing a copy of this Agreement accepting and agreeing to
      all
      of the terms, conditions and provisions of this Agreement; and (C) paying to
      the
      Company its reasonable out-of-pocket costs and expenses incurred in connection
      with such Transfer and the admission of the Transferee as a
      Member.


    
      
        
        

      

      
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      10.4 Death
        or Disability of a Member. In
        the
        event of the death or Disability of a Member, his or her Members Interests
        shall
        pass to the estate of such decedent. If the Manager is Angela Ho, and such
        Person shall die or become Disabled, Peter Kjaer shall become the Manager
        in her
        place and stead.


    


    ARTICLE
      XI

    DISSOLUTION
      AND WINDING UP

    


    11.1 Certain
      Definitions.
      For
      purposes of this Article XI, the events hereinbelow referred to shall have
      the
      following respective meaning:

    


    “Bankruptcy
      or Insolvency” shall be deemed to have occurred with respect to any Member or
      other Person if such Member or other Person shall file in any court pursuant
      to
      any statute of the United States or of any state a petition in bankruptcy or
      insolvency, or shall file for reorganization or for the appointment of a
      receiver or a trustee of all or a material portion of such Member’s or other
      Person’s property, or if any such Member or other Person shall make an
      assignment for the benefit of creditors, admit in writing its inability to
      pay
      its debts as they fall due or seek, consent to or acquiesce in the appointment
      of a trustee, receiver or liquidator of any material portion of its property.
      If
      there shall be filed against any Member or other Person in any court, pursuant
      to any statute of the United States or of any state, a petition in bankruptcy
      or
      insolvency, or for reorganization, or for the appointment of a receiver or
      trustee of all or a substantial portion of such Member’s or other Person’s
      property, and within ninety (90) days after the commencement of any such
      proceeding, such petition shall not have been dismissed, then such Member or
      other Person against whom such petition has been filed shall be considered
      Bankrupt or Insolvent for purposes of this Agreement. In addition, if the whole
      or any portion of the Interest of any Member in the Company is subject to levy
      or attachment, and such levy or attachment is not released or discharged within
      ninety (90) days, such Member or other Person shall be deemed Bankrupt or
      Insolvent for purposes of this Agreement.

    


    11.2 Liquidating
      Events.
      The
      Company shall dissolve and commence winding up and liquidating only upon the
      first to occur of any of the following (“Liquidating
      Events”):

    


    
      	
            	(a)	
              The
                sale of all or substantially all of the assets of the
                Company;

            


    

    
      	
            	(b)	
              The
                unanimous agreement of all remaining
                Member(s);

            


    

    
      	 	
              (c)
                

            	
              The
                happening of any other event that makes it unlawful, impossible or
                impractical to carry on the business of the Company;
                or

            


    

    
      	
            	(f)	
              The
                date set forth for dissolution in the
                Certificate.

            


    

    


    The
      Members hereby agree that, notwithstanding any provision of the DLLCA, the
      Company shall not dissolve prior to the occurrence of a Liquidating Event.
      Furthermore, if an event specified in Section 11.2 (d) or (e) hereof occurs
      and
      there is at least one (1) remaining Member, the remaining Member(s) may, within
      ninety (90) days of the date such event occurs, elect to continue the business
      of the Company, in which case the Company shall not dissolve and the occurrence
      of the event under Section 11.2(d) or (e) shall not be deemed a Liquidating
      Event. The Members further agree that in the event the Company is dissolved
      prior to a Liquidating Event, the Company may be continued upon the election
      of
      the existing Members at such time to so continue the Company; provided such
      election occurs within thirty (30) days of the event triggering such
      dissolution. An election under this Section 11.2 shall be effected when the
      remaining holding at least a majority of the remaining Percentage Interests
      so
      elect in writing or at a meeting of the Members.


    
      
        
        

      

      
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      11.3 Winding
        Up. Upon the
        occurrence of a Liquidating Event, the Company shall continue solely for
        the
        purpose of winding up its affairs in an orderly manner, liquidating its assets
        (other
        than assets which have been pledged as collateral security for the payment
        of
        specified non-recourse debts or obligations of the Company) and
        satisfying the claims of its creditors and Members. No Members shall take
        any
        action that is inconsistent with or not necessary to or appropriate for,
        the
        winding up of the Company’s business and affairs. Prior to a Noble Withdrawal,
        both Initial Members shall be responsible, and following a Noble Withdrawal,
        the
        Manager shall be responsible for overseeing the winding up and
        dissolution of the Company and shall take full account of the Company’s
        liabilities and property. Thereupon, the Initial Members or the Manager,
        as the
        case may be, shall cause the Company to satisfy and discharge all secured
        obligations of the Company, including the payments then due under the Note,
        to
        the extent such payments are permitted under governing law, either in cash
        or by
        release, transfer or delivery of property held as collateral for the payment
        of
        any such obligation in accordance with the terms of any agreement or instrument
        governing such obligation and collateral. Following the satisfaction in full
        of
        all secured obligations of the Company, the property of the Company shall
        be liquidated as promptly as is consistent with obtaining the fair value
        thereof, and the proceeds therefrom, to the extent sufficient, shall be applied
        and distributed, subject to any reasonable reserves maintained for contingent
        or
        other obligations of the Company, in the following order:


    


    (a) First,
      to
      the payment and discharge of all of the Company’s debts and liabilities to
      creditors other than Members;

    



      (b) Second,
        to the payment and discharge of all of the Company’s debts and liabilities to
        Members, including any payments remaining due under the Note;
        and


    


    (c) The
      balance, if any, to the Members accordance with the provisions of Section 5.1
      of
      this Agreement.

    


    ARTICLE
      XII

    AMENDMENTS
      TO OPERATING AGREEMENT

    


    12
      .1 Amendments.
      This
      Agreement may be altered, amended or repealed, or a new Agreement may be adopted
      only upon the prior unanimous written consent of all of the
      Members.

    


    ARTICLE
      XIII

    MISCELLANEOUS

    


    13.1 Notices.
      Any
      notice or other communication required or permitted hereunder shall be in
      writing and shall be deemed to have been duly given on the date of service
      if
      served personally; three (3) business days after the date of mailing, if mailed,
      by first class mail, registered or certified, postage prepaid; one (1) business
      day after delivery to a reputable overnight courier if sent by overnight courier
      guaranteeing next day delivery, delivery charge prepaid, and in each case,
      addressed to such Member(s) required to be notified at the address set forth
      on
Exhibit
      A
      or such
      other address as such party may notify the other. All communications among
      Members in the normal course of the business of the Company shall be deemed
      sufficiently given if sent by regular mail, postage prepaid.


    
      
        
        

      

      
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    13.2 Binding
      Effect.
      Except
      as otherwise provided in this Agreement, every covenant, term and provision
      of
      this Agreement shall be binding upon and inure to the benefit of the Members
      and
      their respective heirs, legatees, legal representatives, successors, transferees
      and assigns.

    


    13.3 Creditors.
      None of
      the provisions of this Agreement shall be for the benefit of or enforced by
      any
      creditor of the Company or any Member.

    


    13.4 Remedies
      Cumulative.
      No
      remedy herein conferred upon any party is intended to be exclusive of any other
      remedy, and each and every such remedy shall be cumulative and shall be in
      addition to every other remedy given hereunder or now or hereafter existing
      at
      law or in equity or by statute or otherwise. No single or partial exercise
      by
      any party of any right, power or remedy hereunder shall preclude any other
      or
      further exercise thereof.

    


    13.5 Construction.
      Every
      covenant, term and provision of this Agreement shall be construed simply
      according to its fair meaning and not strictly for or against any member. For
      the purpose of this Agreement, any definition incorporating, by reference to
      the
      Code or the Regulations, the term “partner” or “Partnership” shall mean
“Members” or “Company”, respectively.

    


    13.6 Headings.
      Section
      and other headings contained in this Agreement are for reference purposes only
      and are not intended to describe, interpret, define or limit the scope, extent
      or intent of this Agreement or any provision hereof.

    


    13.7 Severability.
      Every
      provision of this Agreement is intended to be severable. If any term or
      provision hereof is illegal or invalid for any reason whatsoever such illegality
      or invalidity shall not affect the validity or legality of the remainder of
      this
      Agreement.

    


    13.8 Incorporation
      by Reference.
      Every
      exhibit, schedule and other appendix attached to this Agreement and referred
      to
      herein is hereby incorporated in this Agreement by reference.

    


    13.9 Further
      Action.
      Each
      Members agrees to perform all further acts and execute, acknowledge and deliver
      any documents which may be reasonably necessary, appropriate or desirable to
      carry out the provisions of this Agreement.

    


    13.10 Variation
      of Pronouns.
      All
      pronouns and any variations thereof shall be deemed to refer to masculine,
      feminine or neuter, singular or plural, as the identity of the Person or Persons
      may require.


    
      
        
        

      

      
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    13.11 Governing
      Law.
      The
      laws of the State of Delaware shall govern the validity of this Agreement,
      the
      construction of its terms and the interpretation of the rights and duties of
      the
      Members and Manager without regard to the principles of conflicts of
      laws.

    


    13.12 Waiver
      of Action for Partition.
      Each of
      the Members irrevocably waives any right that it may have to maintain any action
      for partition with respect to any of the property of the Company.

    


    13.13 Counterpart
      Execution.
      This
      Agreement may be executed in any number of counterparts (including by facsimile)
      with the same effect as if all of the Members had signed the same document.
      All
      counterparts shall be construed together and shall constitute one
      agreement.

    


    


    [SIGNATURE
      PAGE FOLLOWS]

    


     

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have entered into this Agreement as of
      the
      day first above set forth.

    


    


    


    
      	 	  
	 
	 	 	
              ANGELA
                HO

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
              NOBLE
                INVESTMENT FUND LIMITED

            
	 	
              By:

            	
              Pure
                Glow Finance Limited

            
	 	 	
              (investment
                advisor

            
	 	 	 	 
	 	
              By:

            	
               
                

            	 
	 	 	
              Arne
                van Roon, Manager

            
	 	 	 	 
	 	
              HO
                CAPITAL MANAGEMENT LLC

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
               
                

            	 
	 	 	
              Angela,
                Sole Manager

            


    


    
      
        
        

      

      
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    EXHIBIT
      A

    


    PERCENTAGE
      INTERESTS IN THE COMPANY:

    


    
      	
              Name
                and Addresses

            	 	
              Amount
                of Contribution

            	 	
              Percentage
                Interest

            
	
              1.
                Angela Ho

              386
                Columbus Avenue, Apt. 17A, New York, New York 10024

               

            	 	
              $8,7501 

            	 	
              66.7%

            
	
              2. 
                Noble
                Investment Fund Limited

              World
                Trade Centre, Via Lugano 11,6982 Lugano-Agno, Switzerland

            	 	
              $4,3751

            	 	
              33.3%

            
	 	 	 	 	 
	
              Total

            	 	
              $13,125.00

            	 	
              100.00%

            


    

    


    Beneficial
      Interest in ASSAC Shares:

    


    
      	
              Name
                and Addresses

            	 	
              Number
                of ASSAC Shares 

            	 	
              Percentage
                Interest

            
	
              1.
                Angela Ho

              386
                Columbus Avenue, Apt. 17A,

              New
                York, New York 10024

            	 	
              875,000

            	 	
              66.7%

            
	
              2.
                 Noble
                Investment Fund Limited

              World
                Trade Centre, Via Lugano

              11,6982
                Lugano-Agno, Switzerland

            	 	
              437,500

            	 	
              33.3%

            
	 	 	 	 	 
	
              Total

            	 	
              1,312,500
                Shares

            	 	
              100.00%

            


    

    


    Beneficial
      Interests in the Warrants and Warrant Shares:

    


    
      	
               

              Name
                and Addresses

            	 	
               

              Amount
                of Contribution

            	 	
               

              Percentage
                Interest

            
	
              1.
                Angela Ho

              386
                Columbus Avenue, Apt. 17A,

              New
                York, New York 10024

            	 	
              -0-

            	 	
              50.0%

            
	
              2.
                 Noble
                Investment Fund Limited

              World
                Trade Centre, Via Lugano

              11,6982
                Lugano-Agno, Switzerland

            	 	
              $5,725,0002

            	 	
              50.0%

            
	 	 	 	 	 
	
              Total

            	 	
              $5,725,000.00

            	 	
              100.00%

            


    

     

    
      

    

    1
      Includes
      1,312,500 Ordinary Shares of ASSAC at a purchase price equal to $.01 per share,
      of which 66.7% is beneficially owned by Angela Ho and 33.3% is beneficially
      owned by Noble Investment Fund Limited.

    


    2
      Represents a $5,725,000 loan to the Company evidenced by a 4.5% note due
      ________ 2012.


    
      
        
        

      

      
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