PROMISSORY NOTE
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$17,500                                                    As of October 6, 2003
                                                           New York, New York

         Great Wall Acquisition Corporation (the "Maker") promises to pay to the
order of ___________ (the "Payee") the principal sum of Seventeen Thousand Five
Hundred Dollars ($17,500) in lawful money of the United States of America,
together with interest on the unpaid principal balance of this Note, on the
terms and conditions described below.

         1. Principal. The principal balance of this Note shall be repayable,
together with all accrued interest, on the earlier of (i) October 6, 2004 or
(ii) the date on which Maker consummates an initial public offering of its
securities.

         2. Interest. Interest shall accrue on the unpaid principal balance of
this Note at an annual rate equal to 4.0% until the principal amount of, and all
accrued interest on, this Note has been paid in full. Interest for any period
shall be computed on the basis of the actual number of days elapsed and a year
of 360 days. The interest rate provided in this Note shall apply to the
indebtedness evidenced hereby before, on, and after the date or dates on which
the Payee enters judgment on this Note.

         3. Application of Payments. All payments shall be applied first to
payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorneys' fees, then to
the payment in full of any late charges, then to the payment in full of accrued,
unpaid interest and finally to the reduction of the unpaid principal balance of
this Note.

         4. Events of Default. The following shall constitute Events of Default:

            (a) Failure to Make Required Payments. Failure by Maker to pay the
principal of or accrued interest on this Note within five (5) business days
following the date when due.

            (b) Voluntary Bankruptcy, Etc. The commencement by Maker of a
voluntary case under the Federal Bankruptcy Code, as now constituted or
hereafter amended, or any other applicable federal or state bankruptcy,
insolvency, reorganization, rehabilitation or other similar law, or the consent
by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker
or for any substantial part of its property, or the making by it of any
assignment for the benefit of creditors, or the failure of Maker generally to
pay its debts as such debts become due, or the taking of corporate action by
Maker in furtherance of any of the foregoing.

            (c) Involuntary Bankruptcy, Etc. The entry of a decree or order for
relief by a court having jurisdiction in the premises in respect of maker in an
involuntary case under the Federal Bankruptcy Code, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law, or appointing a receiver, liquidator, assignee,






custodian, trustee, sequestrator (or similar official) of Maker or for any
substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and the continuance of any such decree or order unstayed and in
effect for a period of 60 consecutive days.

         5. Remedies.

            (a) Upon the occurrence of an Event of Default specified in Section
4(a), Payee may, by written notice to Maker, declare this Note to be due and
payable, whereupon the principal amount of this Note, together with accrued
interest thereon and all other amounts payable thereunder, shall become
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived, anything contained herein
or in the documents evidencing the same to the contrary notwithstanding.

            (b) Upon the occurrence of an Event of Default specified in Sections
4(b) and 4(c), the unpaid principal balance of, all accrued, unpaid interest on,
and all other sums payable with regard to, this Note shall automatically and
immediately become due and payable, in all cases without any action on the part
of Payee.

         6. Waivers. Maker and all endorsers and guarantors of, and sureties
for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and
imperfections in any proceedings instituted by Payee under the terms of this
Note, and all benefits that might accrue to Maker by virtue of any present or
future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of any such property, from attachment, levy or
sale under execution, or providing for any stay of execution, exemption from
civil process, or extension of time for payment; and Maker agrees that any real
estate that may be levied upon pursuant to a judgment obtained by virtue hereof,
on any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by Payee.

         7. Unconditional Liability. Maker hereby waives all notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be
unconditional, without regard to the liability of any other party, and shall not
be affected in any manner by any indulgence, extension of time, renewal, waiver
or modification granted or consented to by Payee, and consents to any and all
extensions of time, renewals, waivers, or modifications that may be granted by
Payee with respect to the payment or other provisions of this Note, and agree
that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to them or affecting their liability hereunder.

         8. Notices. Any notice called for hereunder shall be deemed properly
given if (i) sent by certified mail, return receipt requested, (ii) personally
delivered, (iii) dispatched by any form of private or governmental express mail
or delivery service providing receipted delivery, (iv) sent by telefacsimile or
(v) sent by e-mail, to the following addresses or to such other address as
either party may designate by notice in accordance with this Section:

         If to Maker:



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         Great Wall Acquisition Corporation
         660 Madison Avenue
         15th Floor
         New York, New York 10021
         Attn.: Kin Shing Li, CEO

    If to Payee:

         [Name and Address]

Notice shall be deemed given on the earlier of (i) actual receipt by the
receiving party, (ii) the date shown on a telefacsimile transmission
confirmation, (iii) the date on which an e-mail transmission was received by the
receiving party's on-line access provider (iv) the date reflected on a signed
delivery receipt, or (vi) two (2) Business Days following tender of delivery or
dispatch by express mail or delivery service.

         9. Construction. This Note shall be construed and enforced in
accordance with the domestic, internal law, but not the law of conflict of laws,
of the Commonwealth of Pennsylvania.

         10. Severability. Any provision contained in this Note which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has
caused this Note to be duly executed by its President the day and year first
above written.


                                       GREAT WALL ACQUISITION CORPORATION



                                       By:
                                           -------------------------------------
                                           Kin Shing Li, Chief Executive Officer




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