THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAW, AND IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS; AND THE COMPANY MAY REQUIRE AN
OPINION OF COUNSEL AS TO THE AVAILABILITY OF SUCH EXEMPTION.

    


    
      	
               

              $1,000,000

            	 
      	
              New
      York, New York

              September
      22, 2010

            


    

    


    THE
COUGAR GROUP

    


    4%
PROMISSORY NOTE DUE MARCH 31, 2011

    


    FOR VALUE RECEIVED, The Cougar Group, a
Hong Kong corporation (the “Company”), hereby promises to pay to the order of
Global Investor Services, Inc. (“Holder”), the principal amount of ONE MILLION
DOLLARS ($1,000,000) on March 31, 2011 (“Maturity Date”) or earlier as
hereinafter provided.  Interest on the outstanding principal balance
shall be paid at maturity at the rate of four percent (4%) per
annum.  Accrued interest shall also be payable at such time as any
payment of principal of this Note is made.  The interest payment shall
be paid to the holder of record of this Note on the tenth business day prior to
the interest payment date.  Interest shall be computed on the basis of
a 365-day year, using the number of days actually elapsed.

    


    ARTICLE
1.

    Events of Default and
Acceleration

    


    (a)   Events of Default
Defined.  The entire unpaid principal amount of this Note,
together with interest thereon shall 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 of this Note when and as
the same shall become due and such failure shall continue for a period of five
(5) days after such payment is due; or

    


    (ii)          if
failure shall be made in the payment of any installment of interest on this Note
when and as the same shall become due and payable whether at maturity or
otherwise and such failure shall continue for fifteen (15) days after receipt of
notice that such payment has not been made; or

    


    (iii)         if
the Company 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 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 its directors or a majority of
its stockholders shall vote to dissolve or liquidate the Company;
or


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (iv)         if
an involuntary petition shall be filed against the Company seeking relief
against the Company 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 stayed or vacated or set
aside within ninety (90) days from the filing thereof;

    


    (v)          if
a court of competent jurisdiction shall enter an order, judgment or decree
appointing, without consent of the Company, a receiver, trustee or liquidator of
the Company or of all or any substantial part of the property of the Company, or
approving a petition filed against the Company seeking a reorganization or
arrangement of the Company 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 shall be sequestered; and
such order, judgment or decree shall not be stayed or vacated or set aside
within ninety (90) days from the date of the entry thereof; or

    


    (vi)       
 any breach by the Company of the Sales Agency Agreement between the
Company and the Holder dated the date hereof.

    


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

    


    ARTICLE
2.

    Miscellaneous

    


    (a)  Prepayments and Partial
Payments.  The Company may prepay this Note in whole or in part
with each prepayment of a minimum of $250,000; provided that any partial payment
of principal shall be accompanied by payment of accrued interest to the date of
prepayment.  Further, upon achieving revenue targets set forth on
Exhibit C – Tier One of that certain Sales Agency Agreement between the Company
and the Holder dated the date hereof, at intervals of no less than $250,000 (the
“Target”), the principal balance of this Note shall be reduced by the amount of
the Target as if a prepayment has been made.

    


    (b)  Transferability.  This
Note shall not be transferred except in a transaction exempt from registration
pursuant to the Securities 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.  The term “Holder” shall
include the initial holder named on the first page of this Note and any
subsequent holder of this Note.

    


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

     

    
      
         


      

      
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    (d)  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.

    


    (e)  Notice to
Company.  Notice to the Company shall be given to the Company
at its principal executive offices, presently located at St. George’s Building,
Suite 106, 2 Ice Street House, Hong Kong, telecopier (81-3)3776-2482, attention
of David C. Fender, CEO, 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.

    


    (f)   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 non-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, in addition to any other method of
service permitted by law, 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, New York 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.

    


    (g)  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, if the Holder is
successful in enforcing such action.

    


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

    


    
      
        
          
            
              	 
      	
                      THE
      COUGAR GROUP

                    
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	Name:          David
      C. Fender
	 
      	Title:            CEO


            

          

        

      

    

     

    
      
         


      

      
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