Exhibit

     

    NEITHER
      THIS NOTE NOR THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK OR COMMON
      STOCK
      OR WARRANTS ISSUABLE UPON CONVERSION OF THIS NOTE HAS BEEN REGISTERED UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH
      SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN OPINION
      OF
      COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    
      	
              $1,200,000
                

            	 	
              New
                York, New York 

              December
                17, 2007     

            


    

    


    ACHIEVERS
      MAGAZINE, INC.

    


    3%
      CONVERTIBLE SUBORDINATED NOTE DUE DECEMBER 31, 2008

    


    FOR
      VALUE
      RECEIVED, Achievers Magazine, Inc., a Nevada corporation (the “Company”), hereby
      promises to pay to the order of XingGuang Investment Corporation Limited or
      registered assigns (the “Holder”), the principal amount of $1,200,000 on
      December 31, 2008 (the “Maturity Date”). Interest on the outstanding principal
      balance shall be paid at the rate of three percent (3%) per annum, payable
      on
      the Maturity Date. Interest shall be computed on the basis of a 360-day year,
      using the number of days actually elapsed. This Note is issued pursuant to
      that
      certain Securities Purchase Agreement (the “Agreement”), dated December 17,
      2007, by and among the Company and XingGuang Investment Corporation Limited.
      All
      terms defined in the Agreement and used in this Note shall have the same meaning
      in this Note as in the Agreement.

    


    Article
      1.

    Events
      of Default; Acceleration

    


    (a) Events
      of Default Defined.
      The
      entire unpaid principal amount of this Note, together with interest thereon
      shall, on written notice to the Company given by the holders of this Note,
      forthwith become and be due and payable if any one or more the following events
      (“Events of Default”) shall have occurred (for any reason whatsoever and whether
      such happening shall be voluntary or involuntary or be affected or come about
      by
      operation of law pursuant to or in compliance with any judgment, decree, or
      order of any court or any order, rule or regulation of any administrative or
      governmental body) and be continuing. An Event of Default shall
      occur:

     

    (i) if
      failure shall be made in the payment of the principal or interest on the Note
      when and as the same shall become due and such failure shall continue for a
      period of five (5) business days after such payment is due; or

     

    (ii) if
      the
      Company shall violate or breach any of the representations, warranties and
      covenants contained in the Note or the Agreement and such violation or breach
      shall continue for thirty (30) days after written notice of such breach shall
      been received by the Company from the Holder; or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii) if
      the
      Company or any Significant Subsidiary (which term shall mean any subsidiary
      of
      the Company which would be considered a significant subsidiary, as defined
      in
      Rule 1-02 of Regulation S-X of the SEC shall consent to the appointment of
      a
      receiver, trustee or liquidator of itself or of a substantial part of its
      property, or shall admit in writing its inability to pay its debts generally
      as
      they become due, or shall make a general assignment for the benefit of
      creditors, or shall file a voluntary petition in bankruptcy, or an answer
      seeking reorganization in a proceeding under any bankruptcy law (as now or
      hereafter in effect) or an answer admitting the material allegations of a
      petition filed against the Company or any Significant Subsidiary, in any such
      proceeding, or shall by voluntary petition, answer or consent, seek relief
      under
      the provisions of any other now existing or future bankruptcy or other similar
      law providing for the reorganization or winding up of corporations, or an
      arrangement, composition, extension or adjustment with its or their creditors,
      or shall, in a petition in bankruptcy filed against it or them be adjudicated
      a
      bankrupt, or the Company or any Significant Subsidiary or their directors or
      a
      majority of its stockholders shall vote to dissolve or liquidate the Company
      or
      any Significant Subsidiary other than a liquidation involving a transfer of
      assets from a Subsidiary to the Company or another Subsidiary; or

     

    (iv) if
      an
      involuntary petition shall be filed against the Company or any Significant
      Subsidiary seeking relief against the Company or any Significant Subsidiary
      under any now existing or future bankruptcy, insolvency or other similar law
      providing for the reorganization or winding up of corporations, or an
      arrangement, composition, extension or adjustment with its or their creditors,
      and such petition shall not be vacated or set aside within ninety (90) days
      from
      the filing thereof; or

     

    (v) if
      a
      court of competent jurisdiction shall enter an order, judgment or decree
      appointing, without consent of the Company or any Significant Subsidiary, a
      receiver, trustee or liquidator of the Company or any Significant Subsidiary,
      or
      of all or any substantial part of the property of the Company or any Significant
      Subsidiary, or approving a petition filed against the Company or any Significant
      Subsidiary seeking a reorganization or arrangement of the Company or any
      Significant Subsidiary under the Federal bankruptcy laws or any other applicable
      law or statute of the United States of America or any State thereof, or any
      substantial part of the property of the Company or any Significant Subsidiary
      shall be sequestered; and such order, judgment or decree shall not be vacated
      or
      set aside within ninety (90) days from the date of the entry thereof;
      or

     

    (vi) if,
      under
      the provisions of any law for the relief or aid of debtors, any court of
      competent jurisdiction shall assume custody or control of the Company or any
      Significant Subsidiary or of all or any substantial part of the property of
      the
      Company or any Significant Subsidiary and such custody or control shall not
      be
      terminated within ninety (90) days from the date of assumption of such custody
      or control.

     

    (b) Rights
      of Note Holder.
      Nothing
      in this Note shall be construed to modify, amend or limit in any way the right
      of the holder of this Note to bring an action against the Company.

     

    Article
      2.

    Conversion

    


    (a) Automatic
      Conversion.
      Upon
      the filing of both the Restated Certificate and the Certificate of Designation,
      the principal and interest of this Note shall be automatically converted into
      such number of shares of Series A Preferred Stock and Warrants to purchase
      the
      number of shares of Common Stock as is set forth on Schedule A to this Agreement
      without any action on the part of the holder. Such shares of Series A Preferred
      Stock and Warrants are referred to as the Automatic Conversion Securities.
      Upon
      such conversion, this Note and the Company’s obligations under this Note
      (including the obligation to pay interest) shall terminate. 

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

     

    (b) Conversions
      at Option of Holder.
      This
      Note shall be initially convertible (subject to the 4.9% Limitations, as defined
      in Section 3(d) of this Note), in whole at any time or in part from time to
      time
      into such number of shares of Common Stock and Warrants to purchase such number
      of shares of Common Stock as is determined by multiplying each element of the
      Optional Conversion Securities by a fraction, the numerator of which is the
      principal amount being converted and the denominator of which is the initial
      principal amount of this Note. The Optional Conversion Securities are set forth
      on Schedule B to this Agreement. Holders shall effect conversions by providing
      the Company with the form of conversion notice attached hereto as Annex
      A
      (a
“Notice
      of Conversion”)
      executed by the Holder, together with the delivery by the Holder to the Company
      of this Note, with this Note being duly endorsed in full for transfer to the
      Company or with an applicable stock power duly executed by the Holder in the
      manner and form as deemed reasonable by the transfer agent of the Common Stock;
      provided, however, that at the election of the Holder, the Holder may execute
      the Notice of Conversion and transmit the Notice of Conversion to the Company.
      Each Notice of Conversion shall specify the principal amount of this Note to
      be
      converted, the principal amount of this Note outstanding prior to the conversion
      at issue, the principal amount of this Note owned subsequent to the conversion
      at issue, and the date on which such conversion is to be effected, which date
      may not be prior to the date the Holder delivers such Notice of Conversion
      and
      the Note to the Company by overnight delivery service or by telecopier or PDF
      (the “Conversion
      Date”).
      If no
      Conversion Date is specified in a Notice of Conversion, the Conversion Date
      shall be the Trading Day immediately following the date that such Notice of
      Conversion and applicable stock certificates are received by the Company. The
      calculations and entries set forth in the Notice of Conversion shall control
      in
      the absence of manifest or mathematical error. The principal amount of this
      Note
      being converted into Optional Conversion Securities in accordance with the
      terms
      of this Section 3(b) shall be canceled and may not be reissued. 

     

    (c) Automatic
      Conversion Upon Change of Control.
      This
      Note shall be automatically converted into the Optional Conversion Securities
      upon the close of business on the business day immediately preceding the date
      fixed for consummation of any transaction resulting in a Change of Control
      of
      the Company (an “Automatic
      Conversion Event”).
      A
“Change in Control” means a consolidation or merger of the Company with or into
      another company or entity in which the Company is not the surviving entity
      or
      the sale of all or substantially all of the assets of the Company to another
      company or entity not controlled by the then existing stockholders of the
      Company in a transaction or series of transactions. The Company shall not be
      obligated to issue certificates evidencing the Common Stock and Warrants or
      other consideration issuable upon such conversion unless this Note is either
      delivered to the Company or its transfer agent or the Holder notifies the
      Company or its transfer agent in writing that such certificates have been lost,
      stolen, or destroyed and executes an agreement satisfactory to the Company
      to
      indemnify the Company from any loss incurred by it in connection therewith.
      Upon
      the conversion of this Note pursuant to this Section 3(c), the Company shall
      promptly send written notice thereof, by hand delivery or by overnight delivery,
      to the Holder at its address then shown on the records of the Company, which
      notice shall state that this Note must be surrendered at the office of the
      Company (or of its transfer agent for the Common Stock, if
      applicable).

     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

     

    (d) Beneficial
      Ownership Limitation.
      Except
      as provided in Section 3(c) of this Note, which shall apply as stated therein
      if
      an Automatic Conversion Event shall occur, the Company shall not effect any
      conversion of this Note, and the Holder shall not have the right to convert
      any
      portion of this Note to the extent that after giving effect to such conversion,
      the Holder (together with the Holder’s Affiliates) would beneficially own in
      excess of 4.9% of the number of shares of the Common Stock outstanding
      immediately after giving effect to such conversion.  For purposes of the
      foregoing sentence, the number of shares of Common Stock beneficially owned
      by
      the Holder and its affiliates shall include the number of shares of Common
      Stock
      issuable upon conversion of the Note and upon exercise of the Warrants issued
      upon conversion of this Note with respect to which the determination of
      beneficial ownership is being made, but shall exclude the number of shares
      of
      Common Stock which would be issuable upon (A) conversion of the remaining,
      non-converted portion of this Note beneficially owned by the Holder or any
      of
      its affiliates, and (B) exercise or conversion of the unexercised or
      non-converted portion of any other securities of the Company (including
      warrants) subject to a limitation on conversion or exercise analogous to the
      limitation contained herein beneficially owned by the Holder or any of its
      affiliates, so long as such other securities of the Company are not exercisable
      nor convertible within sixty (60) days from the date of such
      determination.  For purposes of this Section 3(d), in determining the
      number of outstanding shares of Common Stock, the Holder may rely on the number
      of outstanding shares of Common Stock as reflected in the most recent of the
      following: (A) the Company’s most recent quarterly reports, Form 10-Q, Form
      10-QSB, Annual Reports, Form 10-K, or Form 10-KSB, as the case may be, as filed
      with the Commission under the Exchange Act (B) a more recent public announcement
      by the Company or (C) any other written notice by the Company or the Company’s
      transfer agent setting forth the number of shares of Common Stock
      outstanding.  Upon the written or oral request of the Holder, the Company
      shall within two (2) Trading Days confirm orally and in writing to the Holder
      the number of shares of Common Stock then outstanding.  In any case, the
      number of outstanding shares of Common Stock shall be determined after giving
      effect to the conversion or exercise of securities of the Company, including
      the
      Note, by the Holder or its affiliates since the date as of which such number
      of
      outstanding shares of Common Stock was publicly reported by the Company.
      Beneficial ownership shall be calculated in accordance with Section 13(d) of
      the
      Exchange Act. This Section 3(d) may be not be waived or amended. The limitation
      set forth in this Section 3(d) is referred to as the “4.9%
      Limitation.”

     

    (i) Reservation
      of Shares Issuable Upon Conversion.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      its authorized and unissued shares of Common Stock solely for the purpose of
      issuance upon conversion of this Note and upon conversion of the Series A
      Preferred Stock issuable upon conversion of this Note and upon exercise of
      the
      Warrants issuable upon conversion of this Note, each as herein provided, free
      from preemptive rights or any other actual contingent purchase rights of persons
      other than the Holders, not less than such number of shares of the Common Stock
      as shall (subject to any additional requirements of the Company as to
      reservation of such shares set forth in the Purchase Agreement) be issuable
      upon
      the conversion of this Note including shares of Common Stock issuable upon
      exercise of any Warrants issued or issuable upon conversion of this Note. The
      Company covenants that all shares of Common Stock that shall be so issuable
      shall, upon issue, be duly and validly authorized, issued and fully paid,
      non-assessable and, if the Conversion Shares Registration Statement is then
      effective under the 1933 Act, registered for public sale in accordance with
      such
      Conversion Shares Registration Statement.

     

    (ii) Fractional
      Shares.
      Upon a
      conversion hereunder, the Company shall not be required to issue stock
      certificates representing fractions of shares of the Common Stock. All
      fractional shares shall be carried forward and any fractional shares which
      remain after the Holder converts the full principal amount of this Note shall
      be
      dropped and eliminated.

     

    (iii) Transfer
      Taxes.
      The
      issuance of certificates for shares of the Common Stock and Warrants on
      conversion of this Note shall be made without charge to the Holders thereof
      for
      any documentary stamp or similar taxes that may be payable in respect of the
      issue or delivery of such certificate, provided that the Company shall not
      be
      required to pay any tax that may be payable in respect of any transfer involved
      in the issuance and delivery of any such certificate upon conversion in a name
      other than that of the Holder, and the Company shall not be required to issue
      or
      deliver such certificates unless or until the person or persons requesting
      the
      issuance thereof shall have paid to the Company the amount of such tax or shall
      have established to the satisfaction of the Company that such tax has been
      paid.

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    (iv) Absolute
      Obligation.
      Except
      as expressly provided herein, no provision of this Note shall alter or impair
      the obligation of the Company, which is absolute and unconditional, to pay
      the
      liquidated damages (if any) on, this Note at the time, place, and rate, and
      in
      the coin or currency, herein prescribed.

     

    (e) Certain
      Adjustments.

     

    (i) Stock
      Dividends and Stock Splits.
      If the
      Company, at any time from and after the Closing Date, while this Note is
      outstanding: (A) shall pay a stock dividend or otherwise make a distribution
      or
      distributions on shares of its Common Stock or any other equity or equity
      equivalent securities payable in shares of Common Stock (which, for avoidance
      of
      doubt, shall not include any shares of Common Stock issued by the Company
      pursuant to this Note), (B) subdivide outstanding shares of Common Stock into
      a
      larger number of shares, (C) combine (including by way of reverse stock split)
      outstanding shares of Common Stock into a smaller number of shares, or (D)
      issue
      by reclassification of shares of the Common Stock any shares of capital stock
      of
      the Company, then the number of shares of Common Stock in the Optional
      Conversion Securities shall be multiplied by a fraction of which the numerator
      shall be the number of shares of Common Stock outstanding after such event
      and
      of which the denominator shall be the number of shares of Common Stock
      (excluding treasury shares, if any) outstanding before such event. Any
      adjustment made pursuant to this Section 3(f)(i) shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution and shall become effective immediately
      after the effective date in the case of a subdivision, combination or
      re-classification.

     

    (ii) Warrants
      and Series A Preferred Stock.
      The
      number of shares of Series A Preferred Stock and the number of shares of Common
      Stock issuable upon exercise of the Warrants shall be adjusted as provided
      in
      the Certificate of Designation and in the Warrants, respectively, with respect
      to any events of the type described in this Section 3(f) which occur subsequent
      to the Closing Date.

     

    (f) Calculations.
      All
      calculations under this Section 3 shall be made to the nearest cent or the
      nearest 1/100th of a share, as the case may be.

     

    (g) Notice
      to Holders.
      If (A)
      the Company shall declare a dividend (or any other distribution) on the Common
      Stock; (B) the Company shall declare a redemption of the Common Stock; (C)
      the
      Company shall authorize the granting to all holders of the Common Stock rights
      or warrants to subscribe for or purchase any shares of capital stock of any
      class or of any rights; (D) the approval of any stockholders of the Company
      shall be required in connection with any reclassification of the Common Stock
      or
      any Fundamental Transaction, (E) the
      Company shall authorize the voluntary or involuntary dissolution, liquidation
      or
      winding up of the affairs of the Company; then in each case, the Company shall
      cause to be filed at each office or agency maintained for the purpose of
      conversion of this Note, and shall cause to be mailed
      to
      the Holders at their last addresses as they shall appear upon the stock
      books of
      the
      Company, at least 30 calendar days prior to the applicable record or effective
      date hereinafter specified, a notice stating (x)
      the
      date on which a record is to be taken for the purpose of such dividend,
      distribution, redemption, rights or warrants, or if a record is not to be taken,
      the date as of which the holders of the Common Stock of record to be entitled
      to
      such dividend, distributions, redemption, rights or warrants are to be
      determined or (y) the date on which such reclassification is expected to become
      effective or close, and the date as of which it is expected that holders of
      the
      Common Stock of record shall be entitled to exchange their shares of the Common
      Stock for securities, cash or other property deliverable upon such
      reclassification or Fundamental Transaction; provided, that the failure to
      mail
      such notice or any defect therein or in the mailing thereof shall not affect
      the
      validity of the corporate action required to be specified in such
      notice.

     

    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

    (h) Exempt
      Issuance.
      Notwithstanding the foregoing, no adjustment in the Conversion Price will be
      made in respect of an Exempt Issuance.

     

    (i) Fundamental
      Transaction.
      If, at
      any time while this Note is outstanding, (A) the Company effects any merger
      or
      consolidation of the Company with or into another Person, (B) the Company
      effects any sale of all or substantially all of its assets in one or a series
      of
      related transactions, (C) any tender offer or exchange offer (whether by the
      Company or another Person) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their shares for other securities,
      cash or property, or (D) the Company effects any reclassification of the Common
      Stock or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (in any such case, a “Fundamental Transaction”), then upon any subsequent
      conversion of this Note, the Holder shall have the right to receive, for each
      Conversion Share that would have been issuable upon such conversion absent
      such
      Fundamental Transaction, the same kind and amount of securities, cash or
      property as it would have been entitled to receive upon the occurrence of such
      Fundamental Transaction if it had been, immediately prior to such Fundamental
      Transaction, the holder of one share of Common Stock (the “Alternate
      Consideration”). For purposes of any such conversion, the determination of the
      Conversion Price shall be appropriately adjusted to apply to such Alternate
      Consideration based on the amount of Alternate Consideration issuable in respect
      of one share of Common Stock in such Fundamental Transaction, and the Company
      shall apportion the Conversion Price among the Alternate Consideration in a
      reasonable manner reflecting the relative value of any different components
      of
      the Alternate Consideration. If holders of Common Stock are given any choice
      as
      to the securities, cash or property to be received in a Fundamental Transaction,
      then the Holder shall be given the same choice as to the Alternate Consideration
      it receives upon any conversion of this Note following such Fundamental
      Transaction. To the extent necessary to effectuate the foregoing provisions,
      any
      successor to the Company or surviving entity in such Fundamental Transaction
      shall assume this Note. 

     

    Article
      3.

    Subordination

     

    (a) Agreement
      of Subordination.
      The
      Company, for itself, its successors and assigns, covenants and agrees, and
      the
      Holder of this Note by his or her acceptance of this Note likewise covenants
      and
      agrees, that the payment of the principal of and interest on this Note is hereby
      expressly subordinated, to the extent and in the manner hereinafter set forth,
      to the prior payment in full of all Senior Indebtedness, as hereinafter defined.
      The provisions of this Article 4 shall constitute a continuing offer to all
      persons who, in reliance upon such provision, become holders of, or continue
      to
      hold, Senior Indebtedness, and such provisions are made for the benefit of
      the
      holders of Senior Indebtedness, and such holders are hereby made obligees
      hereunder the same as if their names were written herein as such, and they
      and/or each of them may proceed to enforce such provisions.

     

    (b) Company
      Not to Make Payments with Respect to Note in Certain
      Circumstances.

     

    (i) Upon
      the
      maturity of any Senior Indebtedness by lapse of time, acceleration or otherwise,
      all principal thereof and premium, if any, and interest thereon shall first
      be
      paid in full, or such payment duly provided for in cash or in a manner
      satisfactory to the holder or holders of such Senior Indebtedness, before any
      payment is made by the Company (A) on account of the principal of or interest
      on
      this Note or (B) to acquire this Note.

     

    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

    (ii) Upon
      the
      happening of an event of default with respect to any Senior Indebtedness, as
      such event of default is defined therein or in the instrument under which it
      is
      outstanding, permitting the holders to accelerate the maturity thereof, then,
      unless and until such event of default shall have been cured or waived or shall
      have ceased to exist, no payment shall be made by the Company (A) on account
      of
      the principal of or interest on this Note or (B) to acquire this
      Note.

     

    (iii) Subject
      to Paragraphs 4(b)(i) and (ii), as long as any Senior Indebtedness shall be
      outstanding, (A) the Company shall not make any payment of principal on this
      Note except upon the Maturity Date, and (B) the Company may pay interest on
      this
      Note as long as the payment of such principal or interest will not result in
      an
      event of default under the terms of the instruments pursuant to which the Senior
      Indebtedness is issued.

     

    (iv) In
      the
      event that, notwithstanding the provision of this Paragraph 4(b), the Company
      shall make any payment to the Holder of this Note on account of the principal
      of
      or interest on this Note after the happening of a default in payment of the
      principal of or premium, if any, or interest on Senior Indebtedness or after
      receipt by the Company of written notice of an event of default with respect
      to
      any Senior Indebtedness, then unless and until such default or event of default
      shall have been cured or waived or shall have ceased to exist, such payment
      shall be held by the holder of this Note in trust for the benefit of, and shall
      be paid forthwith over and delivered to, the holders of Senior Indebtedness
      (pro
      rata as to each of such holders on the basis of the respective amounts of Senior
      Indebtedness held by them) or their representative or the trustee under the
      indenture or other agreement (if any) pursuant to which any instruments
      evidencing any Senior Indebtedness may have been issued, as their respective
      interests may appear, for application to the payment of all Senior Indebtedness
      remaining unpaid to the extent necessary to pay all Senior Indebtedness in
      full
      in accordance with the terms of such Senior Indebtedness, after giving effect
      to
      any concurrent payment or distribution to or for the holders of Senior
      Indebtedness.

     

    (c) Notes
      Subordinated to Prior Payment of all Senior Indebtedness on Dissolution,
      Liquidation or Reorganization of Company.
      Upon
      any distribution of assets of the Company upon any dissolution, winding up,
      liquidation or reorganization of the Company (whether in bankruptcy, insolvency
      or receivership proceedings or upon an assignment for the benefit of creditors
      or otherwise):

     

    (i) The
      holders of all Senior Indebtedness shall first be entitled to receive payment
      in
      full of the principal thereof, premium, if any, and interest due thereon before
      the holder of this Note are entitled to receive any payment on account of the
      principal of or interest on this Note (other than securities of the Company
      or
      any other entity provided for by a plan of reorganization or readjustment which
      stock and securities are subordinated to the payment of all Senior Indebtedness
      and securities received in lieu thereof which may at the time be outstanding);
      and

     

    (ii) Any
      payment or distribution of assets of the Company of any kind or character
      whether in cash, property or securities (other than securities that are
      subordinated to the payment of all Senior Indebtedness and securities received
      in lieu thereof which may at the time be outstanding), to which the holder
      of
      this Note would be entitled except for the provisions of this Article 4, shall
      be paid by the liquidating trustee or agent or other person making such payment
      of distribution, whether a trustee in bankruptcy, a receiver or liquidating
      trustee or other trustee or agent, directly to the holders of Senior
      Indebtedness or their representative or representatives, or to the trustee
      or
      trustees under any indenture under which any instruments evidencing any of
      such
      Senior Indebtedness may have been issued, to the extent necessary to make
      payment in full of all Senior Indebtedness remaining unpaid, after giving effect
      to any concurrent payment or distribution or provision therefor to the holders
      of such Senior Indebtedness.

     

    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    

     

    (iii) In
      the
      event that, notwithstanding the foregoing provision of this Paragraph 4(c),
      any
      payment or distribution of assets of the Company of any kind or character,
      whether in cash, property or securities (other than shares representing equity
      of the Company as reorganized or readjusted, or securities of the Company or
      any
      other entity provided for by a plan of reorganization or readjustment which
      stock and securities are subordinated to the payment of all Senior Indebtedness
      and securities received in lieu thereof which may at the time be outstanding),
      shall be received by the holder of this Note on account of principal of or
      interest on this Note before all Senior Indebtedness is paid in full, or
      effective provision made for its payment or distribution, such payment or
      distribution shall be received and held in trust for and shall be paid over
      to
      the holders of the Senior Indebtedness remaining unpaid or unprovided for or
      their representative or representatives, or to the trustee or trustees under
      any
      indenture under which any instruments evidencing any of such Senior Indebtedness
      may have been issued, for application to the payment of such Senior Indebtedness
      until all such Senior Indebtedness shall have been paid in full, after giving
      effect to any concurrent payment or distribution or provision therefor to the
      holders of such Senior Indebtedness.

     

    (d) Noteholder
      to be Subrogated to Right of Holders of Senior Indebtedness.
      Subject
      to the payment in full of all Senior Indebtedness, the holders of the Notes
      shall be subrogated, pro rata, to the rights of the holders of Senior
      Indebtedness to receive payments or distributions of assets of the Company
      applicable to the Senior Indebtedness until all amounts owing on the Notes
      shall
      be paid in full, and, for the purpose of such subrogation, no payments or
      distributions to the holders of the Senior Indebtedness by or on behalf of
      the
      Company or by or on behalf of the holder of this Notes by virtue of this Article
      4 which otherwise would have been made to the holder of this Notes shall, as
      between the Company and the holder of this Note, be deemed to be payment by
      the
      Company to or on account of the Senior Indebtedness, it being understood that
      the provisions of this Article 4 are, and are intended solely, for the purpose
      of defining the relative rights of the holders of the Notes, on the one hand,
      and the holders of the Senior Indebtedness, on the other hand.

     

    (e) Obligation
      of the Company Unconditional.
      Nothing
      contained in this Article 4 or elsewhere in this Note is intended to or shall
      impair as between the Company and the holder of this Note, the obligation of
      the
      Company, which is absolute and unconditional, to pay to the holder of this
      Note
      the principal of and interest on this Note as and when the same shall become
      due
      and payable in accordance with its terms, or is intended to or shall affect
      the
      relative rights of the holder of this Note and creditors of the Company other
      than the holders of the Senior Indebtedness, nor shall anything herein or
      therein prevent the holder of this Note of this Note from exercising all
      remedies otherwise permitted by applicable law upon default under this Note,
      subject to the rights, if any, under this Article 4 of the holders of Senior
      Indebtedness in respect of cash, property or securities of the Company received
      upon the exercise of any such remedy; provided, however, that the holder of
      this
      Note shall not exercise any remedies if the exercise of such remedies would
      result in an event of default under the terms of the Senior Indebtedness. Upon
      any distribution of assets of the Company referred to in this Article 4, the
      holders of this Note shall be entitled to rely upon any order or decree made
      by
      any court of competent jurisdiction in which any dissolution, winding up,
      liquidation or reorganization proceedings are pending, or a certificate of
      the
      liquidating trustee or agent or other person making any distribution to the
      holder of this Note for the purpose of ascertaining the persons entitled to
      participate in such distribution, the holders of the Senior Indebtedness and
      other indebtedness of the Company, the amount thereof or payable thereon, the
      amount or amounts paid or distributed thereon and all other facts pertinent
      thereto or to this Article 4. In no event shall any provision of this Article
      4
      be interpreted as limiting or abrogating the right of the holder of this Note
      to
      convert principal and interest thereon pursuant to Article 3 of this
      Note.

     

    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    

     

    (f) Subordination
      Rights Not Impaired by Acts or Omissions of the Company or Holders of Senior
      Indebtedness.
      No
      right of any present or future holders of any Senior Indebtedness to enforce
      subordination as herein provided shall at any time in any way be prejudiced
      or
      impaired by any act or failure to act on the part of the Company or by any
      act
      or failure to act, in good faith, by any such holder, or by any noncompliance
      by
      the Company with the terms, provisions and covenants of this Note, regardless
      of
      any knowledge thereof which any such holder may have or be otherwise charged
      with.

     

    (g) Definition
      of Senior Indebtedness.
      The
      term “Senior Indebtedness” is defined to mean the principal of and premium, if
      any, and interest on and any obligations of the Company with respect to the
      Company’s indebtedness to all indebtedness and obligations (other than the
      Notes) of the Company to banks, insurance companies and other institutional
      lenders.

     

    (h) Additional
      Agreement.
      The
      holder of this Note, by its acceptance of this Note, agrees to execute any
      formal instruments of subordination which may be reasonably requested by any
      holder of Senior Indebtedness. 

     

    Article
      4.

    Miscellaneous

    


    (a) Transferability.
      This
      Note shall not be transferred except in a transaction exempt from registration
      pursuant to the 1933 Act and applicable state securities law. The Company shall
      treat as the owner of this Note the person shown as the owner on its books
      and
      records.

     

    (b) Limited
      Right of Prepayment.
      The
      Company shall have no right to prepay this Note without the prior written
      consent of the Holder, which consent may be given or withheld by the Holder
      in
      its sole discretion. Any prepayment shall be accompanied by interest on this
      Note to the date of prepayment.

     

    (c) WAIVER
      OF TRIAL BY JURY.
      IN ANY
      LEGAL PROCEEDING TO ENFORCE PAYMENT OF THIS NOTE, THE COMPANY WAIVES TRIAL
      BY
      JURY.

     

    (d) WAIVER
      OF ANY RIGHT OF COUNTERCLAIM.
      EXCEPT
      AS PROHIBITED BY LAW, THE COMPANY HEREBY WAIVES ANY RIGHT TO ASSERT ANY CLAIM
      IT
      MAY HAVE AGAINST THE HOLDER OF THIS NOTE BY WAY OF A COUNTERCLAIM (OTHER THAN
      A
      COMPULSORY COUNTERCLAIM) IN ANY ACTION ON THIS NOTE.

     

    (e) Usury
      Saving Provision.
      All
      payment obligations arising under this Note are subject to the express condition
      that at no time shall the Company be obligated or required to pay interest
      at a
      rate which could subject the holder of this Note to either civil or criminal
      liability as a result of being in excess of the maximum rate which the Company
      is permitted by law to contract or agree to pay. If by the terms of this Note,
      the Company is at any time required or obligated to pay interest at a rate
      in
      excess of such maximum rate, the applicable rate of interest shall be deemed
      to
      be immediately reduced to such maximum rate, and interest thus payable shall
      be
      computed at such maximum rate, and the portion of all prior interest payments
      in
      excess of such maximum rate shall be applied and shall be deemed to have been
      payments in reduction of principal.

     

    
      
        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

      

    

     

    (f) Notice
      to Company.
      Notice
      to the Company shall be given to the Company at its principal executive offices,
      presently located at c/o
      Xinghe
      Xingyong Carbon Co., Ltd., 787 Xicheng Wai, Chengguantown, Xinghe County, Inner
      Mongolia, China, Attention:
      Dengyong
      Jin, CEO, with a copy to Asher S. Levitsky PC, Sichenzia Ross Friedman Ference
      LLP, 61 Broadway, 32 Floor, New York, NY 10006, or to such other address or
      person as the Company may, from time to time, advise the holder of this Note,
      or
      to the holder of this Note at the address set forth on the Company’s records.
      Notice shall be given by hand delivery, certified or registered mail, return
      receipt requested, overnight courier service which provides evidence of
      delivery, or by telecopier if confirmation of receipt is given or of
      confirmation of transmission is sent as herein provided.

     

    (g) Governing
      Law.
      This
      Note shall be governed by the laws of the State of New York applicable to
      agreements executed and to be performed wholly within such state. The Company
      hereby (i) consents to the exclusive jurisdiction of the United States District
      Court for the Southern District of New York and Supreme Court of the State
      of
      New York in the County of New York in any action relating to or arising out
      of
      this Note, (ii) agrees that any process in any such action may be served upon
      it
      either (x) by certified or registered mail, return receipt requested, or by
      an
      overnight courier service which obtains evidence of delivery, with the same
      full
      force and effect as if personally served upon him in New York City or (y) any
      other manner permitted by law, and (iii) waives any claim that the jurisdiction
      of any such tribunal is not a convenient forum for any such action and any
      defense of lack of in personam jurisdiction with respect thereto.

     

    (h) Expenses.
      In the
      event that the Holder commences a legal proceeding in order to enforce its
      rights under this Note, the Company shall pay all reasonable legal fees and
      expenses incurred by the holder with respect thereto.

     

    IN
      WITNESS WHEREOF, the Company has executed this Note as of the date and year
      first aforesaid.

    

      
        	 	
                ACHIEVERS
                  MAGAZINE, INC.

              
	 	 
	 	 
	 	
                By:
                  /s/ Dengyong Jin, CEO

              	 
	 	
                Dengyong
                  Jin, CEO

              


      

    

     

    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    

    


    NOTICE
      OF
      CONVERSION

     

    [To
      be
      Signed Only Upon Conversion

    of
      Part
      or All of Notes]

    


    Achievers
      Magazine, Inc.

    


    The
      undersigned, the holder of the foregoing Note, hereby surrenders such Note
      for
      conversion into shares of Common Stock of Achievers Magazine, Inc. to the extent
      of $       * unpaid principal amount of due
      on such Note, and requests that the certificates for such shares and Warrants
      be
      issued in the name
      of                                                                       
,
      and
      delivered
      to                                                           
,
      whose
      address
      is                                                                                           
.


    


    Dated:                                                   
      


    

      
        	 	 
	
                (Signature)

              	 


      

    

     

    (Signature
      must conform in all respects to name of holder as specified on the face of
      the
      Note.)


     

    * Insert
      here the unpaid principal amount of the Note (or, in the case of a partial
      conversion, the
      portion thereof as to which the Note is being converted). In the case of a
      partial conversion, a new Note will be issued and delivered, representing the
      unconverted portion of the unpaid principal amount of this Note, to or upon
      the
      order of the holder surrendering such Note.



    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    


    Schedule
      A –
      Automatic
      Conversion Securities

    


    The
      number determined by dividing the principal amount of this Note by $1,200,000
      and multiplying the result by each of the following (i) 1,200,499 
      shares
      of the Company’s Series A Convertible Preferred Stock, par value $.001 per share
      (“Series A Preferred Stock”), with each share of Series A Preferred Stock being
      initially convertible into one (1) share of the Company’s Common Stock, par
      value $.001 per share, subject to adjustment, (ii) Warrants to purchase
      3,000,000 shares of Common Stock at $1.20 per share, and (iii) Warrants to
      purchase 3,000,000 shares of Common Stock at $1.20 per share. The number of
      shares of Common Stock and the number of shares of Common Stock issuable upon
      exercise of Warrants that were issued as Optional Conversion Securities shall
      reduce, on a share for share basis, the number of shares of Series A Preferred
      Stock and the number of shares issuable upon exercise of Warrants, respectively,
      issuable as Automatic Conversion Securities.

    


    Schedule
      B – Optional Conversion Securities 

    


    The
      number determined by dividing the principal amount of this Note by $1,200,000
      and multiplying the result by each of the following (i) 1,200,499 shares
      of
      the Common Stock, subject to adjustment, (ii) Warrants to purchase 3,000,000
      shares of Common Stock at $1.20 per share, and (iii) Warrants to purchase
      3,000,000 shares of Common Stock at $2.00 per share.

    


    
      
        
        

      

      
        -
          12
          -