PLEDGE
      AGREEMENT

     

    THIS
      PLEDGE AGREEMENT ("Agreement"),
      dated
      as of __________ ___, 2007, is executed by and between Ho
      Capital Management LLC,
      a
      Delaware limited liability company having an office at 386 Columbus Avenue,
      Apt.
      17A, New York, New York 10024 ("HCM");
      Noble
      Investment Fund Ltd.,
      a
      company formed under the laws of Gibraltar having an address at World Trade
      Center, Via Lugano 11, 6982 Lugano-Agno, Switzerland ("Noble");
      and
Hodgson
      Russ, LLP,
      a law
      firm formed under the laws of the State of New York and having an office at
      1540
      Broadway, 24th
      floor,
      New York, New York 10036 (the “Collateral
      Agent”).
      HCM,
      Noble and their respective officers, directors, members, authorized
      representatives and affiliates are hereinafter sometimes collectively referred
      to as the “Business
      Parties.”

     

    WITNESSETH:
      

     

    WHEREAS,
      on the date hereof, the Noble has made a loan of $5,725,000.00 (the
“Loan”)
      to
      HCM, to enable HCM to purchase, for $5,725,000, Warrants (the “Warrants”)
      to
      purchase up to 5,725,000 ordinary shares (the “Warrant
      Shares”)
      of
Asia
      Special Situation Acquisition Corp.,
      a
      Cayman Islands company (the “Business
      Combination Company”),
      which
      Warrants are issued in the name of HCM in connection with the initial public
      offering of the Business Combination Company’s ordinary shares; and

     

    WHEREAS,
      to evidence such Loan, HCM has issued to the Noble that certain $5,725,000.00
      promissory note payable to the Noble, dated of even date herewith (the
“Note”);
      and


     

    WHEREAS,
      in order to secure the payment and performance of the obligations, liabilities
      and indebtedness of HCM in favor of Noble under the Note, HCM has agreed to
      pledge to the Noble the Warrants and underlying Warrant Shares, and (upon
      release of the “Noble Warrants” (as hereinafter defined) from this Agreement
      referred to in Section
      3(a) below)
      to
      cause the “HCM Warrants” (as hereinafter defined) to be delivered to the
      Collateral Agent for the benefit of Noble; 

     

    NOW,
      THEREFORE, in
      consideration of the premises and of the mutual covenants set forth herein
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto hereby agree as follows:


    


    1.
       Pledge;
      Non-Recourse Obligation.
      

    


    (a) HCM
      hereby pledges, as pledgor, to Noble, as pledge, and grants to Noble a first
      priority lien on and security interest in all of HCM's right, title and interest
      in and to all of the Warrants, together with all proceeds from the sale of
      the
      Warrants and the Warrant Shares, all dividends paid in respect of the Warrant
      Shares and any property or securities delivered to the holder of the Warrants
      or
      Warrant Shares in respect thereof in the event of a merger or takeover of the
      Business Combination Company by a third party (collectively, the "Pledged
      Collateral").
      

     

    (b) Notwithstanding
      the foregoing, upon consummation of a Required Acquisition (as such term is
      defined in the Note) by the Business Combination Company, fifty percent (50%)
      of
      the Pledged Collateral, representing Warrants to purchase 2,862,000 Warrant
      Shares (the “Noble
      Warrants”):
      (i)
      shall be released from the pledge and security interest contemplated by this
      Agreement, (ii) shall be registered by the Business Combination Company in
      the
      name of the Noble or its designees, (iii) shall (together with the underlying
      2,862,000 Warrant Shares issuable upon exercise of the Noble Warrants) be owned
      of record and beneficially by the Noble, and (iv) shall be delivered by the
      Collateral Agent to the Noble. Upon consummation of such Required Acquisition
      by
      the Business Combination Company, the fifty percent (50%) balance of the Pledged
      Collateral, representing Warrants to purchase 2,862,000 Warrant Shares (the
      “HCM
      Warrants”):
      (i)
      shall continue to remain Pledged Collateral under this Agreement, (ii) shall
      be
      registered in the name of HCM or its designees, (iii) shall (together with
      the
      underlying 2,862,000 Warrant Shares issuable upon exercise of the HCM Warrants)
      be owned of record by HCM and beneficially owned solely by Angela Ho or her
      designees, and (iv) shall be delivered to the Collateral Agent and held by
      the
      Collateral Agent subject to the terms and conditions of this Agreement, all
      as
      contemplated by Section 3 below. As a result, the only Pledged Collateral
      following consummation of a Required Acquisition shall be the HCM Warrants
      and
      underlying 2,862,000 Warrant Shares issuable upon exercise of the HCM
      Warrants.

     

    
      
        
        

      

      
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      (c) HCM
        hereby agrees to execute and deliver to the Collateral Agent, as the case
        may be
(i)
        assignments
        separate from the Warrants substantially in the form of Exhibit
        A
        hereto,
        undated and appropriately endorsed in blank, with respect to the Warrants
        comprising the Pledged Collateral and (ii) if legally required, such financing
        statements as the Collateral Agent may reasonably request with respect to
        the
        Pledged Collateral (or, if execution by HCM is not required pursuant to the
        applicable Uniform Commercial Code, HCM hereby authorizes the Collateral
        Agent
        to file all financing statements deemed necessary by Noble to perfect the
        security interests granted hereunder), (iii) take such other steps as Noble
        may
        from time to time reasonably request to perfect Noble's security interest
        in the
        Pledged Collateral or any part thereof under applicable law, and (iv) after
        the
        occurrence and during the continuance of an Event of Default, to execute
        and
        deliver on behalf of HCM such other documents of transfer as Noble or the
        Collateral Agent may from time to time reasonably require to enable Noble
        to
        transfer the Pledged Collateral into the name of Noble or the name of its
        nominee (all of the foregoing are hereinafter collectively referred to as
        the
"Assignments").
        

      


      (d) By
        its execution of this Agreement, the Noble does hereby acknowledge and agree
        that notwithstanding anything to the contrary, express or implied, contained
        in
        this Agreement or in the Note: (i) in the event that a Required Acquisition
        is
        not consummated within 24 months following the closing of the Business
        Combination Company’s initial public offering, the Warrants and the Pledged
        Collateral will likely be worthless, and (ii) in the event that such Required
        Acquisition shall be timely consummated, the sole source for repayment of
        the
        Loan and payment of the outstanding principal amount of and interest accrued
        on
        the Note will be the HCM Warrants, the 2,862,000 Warrant Shares underlying
        the
        HCM Warrants, when and if exercised, and/or the proceeds from the sale or
        disposition thereof. Accordingly, notwithstanding anything to the contrary,
        express or implied, contained in this Agreement or in the
        Note:

    

     

    (i) absent
      only acts or omissions of HCM or Angela Ho constituting actual fraud against
      Noble, neither HCM, Angela Ho, nor any transferee of HCM or Angela Ho, nor
      any
      other person or firm, shall have any personal liability or obligation to the
      Noble pursuant to this Note; and

     

    (ii) except
      for the HCM Warrants and underlying 2,862,000 Warrant Shares and the proceeds
      thereof, none of the assets or properties of HCM, Angela Ho or their transferees
      (including without limitation all or any portion of the 1,312,500 ordinary
      shares of the Business Combination Company owned of record by HCM and
      beneficially owned by Angela Ho or her transferees) shall be subject to any
      claims, attachments, liens, security interests or rights in favor of the Noble
      to secure payment of the Note or otherwise.

     

    2.
       Security
      for Secured Obligations.
      The
      Pledged Collateral secures the prompt and complete payment, performance and
      observance of the Note (including, without limitation, all obligations and
      liabilities of HCM hereunder). 

     

    3.
       Delivery
      of Warrants; Perfection of Security Interest. 

     

    (a) Upon
      consummation of the initial public offering of the Business Combination Company,
      HCM hereby agrees to promptly deliver: (i) the Warrants to Maxim
      Group LLC,
      as
      escrow agent (the “Escrow
      Agent”),
      pursuant to the terms of an agreement, of even date herewith, by and among
      HCM,
      Noble and the Escrow Agent (the “Escrow
      Agreement”),
      and
      (ii) the Assignments to the Collateral Agent to be held subject to this
      Agreement. 

     

    
      
        
        

      

      
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      (b)
         Upon
        the
        Business Combination Company’s consummation of a Required Acquisition, the
        Escrow Agreement shall immediately terminate in accordance with its terms.
        At
        such time, the Escrow Agent shall promptly return to the Business Combination
        Company or its transfer agent all Warrant certificates or other instruments
        evidencing the Pledged Collateral then in its possession, together with a
        signed
        instruction letter, instructing the Business Combination Company and its
        transfer agent to: (i) exchange such Warrant certificates for two new Warrant
        certificates each entitling the holders thereof to purchase up to 2,862,500
        ordinary shares of the Business Combination Company; (ii) cause one of such
        Warrant certificates, representing the HCM Warrants, to be registered in
        the
        name of HCM and the other Warrant certificate, representing the Noble Warrants,
        to be registered in the name of Noble; (iii) deliver the Warrant certificate
        representing the Noble Warrants directly to Noble (at an address designated
        by
        it), and (iv) deliver the Warrant certificate representing the HCM Warrants
        directly to the Collateral Agent at 1540 Broadway, 24th
        floor,
        New York, New York 10036, attn: Stephen A. Weiss, Esq. 

    

     

    4.
       Pledged
      Collateral Adjustments.
      If during
      the term of this Agreement: 

     

    (a)
       any
      non-cash dividend or distribution, reclassification, readjustment or other
      change is declared or made in the capital structure of Company, or any option,
      warrant or similar instrument included within the Pledged Collateral is
      exercised, or both, or 

     

    (b)
       any
      subscription, warrants, options shall be issued in connection with the Pledged
      Collateral, 

     

    then
      HCM
      shall (i) promptly deliver new, substituted and additional shares, warrants,
      options, or other equity securities, issued by reason of any of the foregoing,
      and all certificates and other instruments evidencing the same to Noble to
      be
      held under the terms of this Agreement and shall constitute Pledged Collateral
      hereunder, and (ii) promptly deliver to Noble or the Collateral Agent such
      additional Pledged Collateral. 

     

    5.
       Subsequent
      Changes Affecting Pledged Collateral; Sale of Warrants or Warrant Shares;
      Co-Sale Rights. 

     

    
      (a) Noble
        may, after the occurrence and during the continuance of an “Event of Default”
(as that term is defined in the Note), upon not less than ten (10) days prior
        written notice to HCM and the Collateral Agent and at its option, transfer
        or
        register the Pledged Collateral or any part thereof into its or its nominee's
        name with or without any indication that such Pledged Collateral is subject
        to
        the lien created hereunder. In addition, upon the occurrence and during the
        continuance of an Event of Default, Noble may at any time exchange certificates
        or other instruments representing or evidencing Pledged Collateral for
        certificates or other instruments of smaller or larger denominations.


       

      (b) At
        any
        time, and from time to time, prior to the expiration of the five-year term
        of
        the Note, upon receipt of written notice from HCM to Noble of HCM’s intent to
        sell for cash all or any portion of the HCM Warrants or the underlying Warrant
        Shares, HCM shall arrange, or shall instruct the Collateral Agent to arrange,
        to
        deliver the securities to the then acting transfer agent for the Warrants
        or
        ordinary shares, as the case may be, of the Business Combination Company
        so that
        they may be sold accordingly. Until the Note, together with all interest
        accrued
        thereon, shall have been paid in full, on each occasion that HCM elects to
        sell
        any of the HCM Warrants or underlying Warrant Shares, all of such sales shall
        be
        made only (i) through a brokerage account on which both HCM or Angela Ho,
        on the
        one part, and Noble (or their designee), on the other part, are joint
        signatories, or (ii) though a private escrow account on which both HCM or
        Angela
        Ho (for HCM) and Noble (or their designee) are joint signatories. All of
        the net
        proceeds from the sale of the HCM Warrants or underlying Warrant Shares,
        as the
        case may be, shall be paid over to HCM until the balance of principal and
        interest, if any, on the Note shall be paid in full.

       

    

    
      
        
        

      

      
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      (c) Notwithstanding
        the foregoing provision of Section
        5(b),
        HCM may
        only sell or transfer the HCM Warrants or underlying Warrant Shares to
        unaffiliated third parties for cash at the then prevailing market prices
        for
        such HCM Warrants and/or Warrant Shares,
        unless
        such sale or transfer is either (i) in connection with a
        merger,
        reorganization, or sale of control of the Business Combination Company with
        a
        third party, or (ii) approved in writing by the Noble; which approval shall
        not
        be unreasonably withheld or delayed. In the event that HCM shall seek to
        sell
        HCM Warrants or underlying Warrant Shares to unaffiliated third parties for
        either (x) all or part of the consideration in a form other than cash, or
        (y) at
        a price other than the then prevailing market prices, Noble shall either
        approve
        or disapprove such proposed sale (or request further information in respect
        thereof) within five (5) “Business Days” of Noble’s receipt of written notice
        from HCM of such proposed sale (which written notice shall contain all relevant
        terms of such proposed sale, including the name of the proposed purchaser).
        The
        failure by Noble to appropriately and timely respond to such written notice
        shall be deemed to be Noble’s consent to such sale transaction. As used herein,
        a “Business Day” shall mean any day, other than Saturday, Sunday or any other
        day in which Citibank N.A., New York, N.Y., is not open for
        business.

      


      (d) 
        Until
        the Note, together with all interest accrued thereon, shall have been paid
        in
        full, at any time that Noble or its transferees (excluding, however, from
        the
        provisions of this Section 5(d), any transferees in a public distribution
        of the
        Noble Warrants or underlying Warrant Shares) are entitled hereunder to sell,
        and
        elect to sell all or any portion of the Noble Warrants or underlying Warrant
        Shares, Noble or such transferee(s) shall notify HCM of its or their intent
        so
        to sell, which notice shall contain all of the material terms of the proposed
        sale, including the amount of securities to be sold and the price. For a
        period
        of ten (10) days following its receipt of such notice, HCM shall have the
        right
        to participate in the sale by selling up to fifty percent (50%) of the aggregate
        number and amount of Warrants or Warrant Shares (including the HCM Warrants
        and
        the Noble Warrants), as the case may be, proposed to be sold by the Noble
        or its
        transferee(s) at the same time and price and to the same purchaser(s). Until
        the
        Note, together with all interest accrued thereon, shall be paid in full,
        as
        provided in Section
        5(b) hereof,
        all net proceeds from any such sales by HCM shall be applied toward payment
        of
        the Note. HCM shall notify Noble of the names and addresses of any transferees
        of the HCM Warrants and underlying Warrant Shares, and any such transferee(s)
        shall, as a condition of such transfer, execute a written acknowledgement
        reasonably satisfactory to Noble or its counsel agreeing to be bound by the
        provisions of this Section 5(d).

       

    

    6.
       Representations
      and Warranties.
      HCM
      hereby represent and warrant as of the effective date hereof to Noble as
      follows: 

     

    
      (a)
         HCM
        is
        the legal and beneficial owner of the Pledged Collateral owned by HCM, free
        and
        clear of any lien, except for the lien created by this Agreement; provided,
        however,
        that
        upon the consummation by the Business Combination Company of a Required
        Acquisition and the simultaneous distribution of the Warrants
        as
        provided in Section 3 of this Agreement, in accordance with the terms of
        the
        Operating Agreement of HCM, one hundred percent (100%) of the beneficial
        interest in the Pledged Collateral shall be deemed vested solely in Angela
        Ho,
        her affiliates or designated assigns; 

       

      (b)
         The
        Pledged Collateral has been duly authorized and issued and has been fully
        paid
        and non-assessable; and

       

      (c)
         HCM
        has
        full power and authority to enter into this Agreement and has the right to
        vote
        the Warrant Shares issuable upon exercise of the Pledged Collateral, assign,
        deposit, pledge and grant a lien on or otherwise transfer all of its rights
        in
        the Pledged Collateral free and clear of any liens; 

    

    

      7.
         Voting
        Rights.
        During
        the term of this Agreement, and except as otherwise provided in this Section
        7,
        HCM shall have the right to vote the Pledged Collateral (to the extent it
        may
        vote) on all questions presented to the holders of ordinary shares of the
        Business Combination Company, and the Collateral Agent will deliver all
        necessary documents to allow HCM to take such action upon HCM's request.
        After
        the occurrence and during the continuance of an Event of Default, Noble may,
        at
        Noble's option, exercise all voting and other consensual rights and powers
        pertaining to the Pledged Collateral (to the extent it may vote). HCM hereby
        agrees to execute all proxies or other instruments, documents or agreements
        deemed reasonably necessary by Noble to evidence the right to vote the Pledged
        Collateral as provided hereunder, and HCM agrees that it shall not be entitled
        to rescind, revoke or otherwise modify Noble's vote executed in accordance
        with
        this Section 7. Any and all proxies executed by HCM pursuant to this Section
        7
        shall be deemed for all purposes to be a proxy coupled with an interest and
        shall be irrevocable until the payment in full, in cash, of all amounts due
        under the Note (the "Obligations").
        

       

    

    
      
        
        

      

      
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    8.
       Dividends
      and Other Distributions. The
      Collateral Agent shall be entitled to receive any and all dividends and other
      distributions paid in respect of the Pledged Collateral which dividends and/or
      distributions shall be deemed to be held in escrow if received by Noble and
      shall become part of the Pledged Collateral upon receipt thereof. 

     

    9.
       Transfers
      and Other Liens.
      HCM
      agrees that, except as otherwise provided in Section 5 above, until all of
      the
      Obligations are paid in full, it will not (i)
      sell
      or
      otherwise dispose of, or grant any option or other rights with respect to,
      any
      of the Pledged Collateral without the prior written consent of Noble, or (ii)
      create or permit to exist any lien upon or with respect to any of the Pledged
      Collateral, except for the lien created by this Agreement. 

     

    10.
       Remedies.
      Subject
      at all times to the provisions of Section 11 below:

     

    
      (a)
         Noble
        shall have, in addition to any other rights given under this Agreement, the
        Note
        or by applicable law, all of the rights and remedies with respect to the
        Pledged
        Collateral of a secured party under the Uniform Commercial Code as in effect
        from time to time in the State of New York. In
        addition,
        after the occurrence and during the continuance of an Event of Default (as
        that
        term is defined in the Note), Noble shall, subject to provisions of applicable
        law, have such powers of sale and other powers as may be conferred by applicable
        law. With respect to the Pledged Collateral or any part thereof which shall
        then
        be in or shall thereafter come into the possession or custody of Noble, or
        which
        Noble shall otherwise have the ability to transfer under applicable law,
        Noble
        may, in its sole discretion, without notice except as specified below, after
        the
        occurrence and during the continuance of an Event of Default, sell or cause
        the
        same to be sold in private sale, in one or more sales or lots, at such price
        as
        Noble may deem best, for cash or on credit or for future delivery, without
        assumption of any credit risk, and the purchaser of any or all of the Pledged
        Collateral so sold shall thereafter own the same, absolutely free and clear
        of
        any subordinate claim, encumbrance or right of any kind whatsoever, subject
        only
        to any restrictions as may be imposed from time to time under applicable
        federal
        and state securities laws. After the occurrence and during the continuance
        of an
        Event of Default, Noble may, in its own name, or in the name of a designee
        or
        nominee, buy the Pledged Collateral, in full satisfaction of all obligations
        under the Note at any private sale. Noble agrees to apply any proceeds of
        the
        sale of the Pledged Collateral to the Obligations in accordance with the
        terms
        of the Note, and, to the extent any surplus remains after the repayment in
        full
        in cash of the Obligations, Noble agrees to distribute any such proceeds
        as
        required by law. 

       

      (b)
         Unless
        any of the Pledged Collateral threatens to decline speedily in value or is
        or
        becomes of a type sold on a recognized market, Noble will give HCM not less
        than
        ten (10) Business Days notice of the time and place of any public sale thereof,
        or of the time after which any private sale or other intended disposition
        is to
        be made. Any sale of the Pledged Collateral conducted in conformity with
        reasonable commercial practices of banks, commercial finance companies,
        insurance companies or other financial institutions disposing of property
        similar to the Pledged Collateral shall be deemed to be commercially reasonable.
        Notwithstanding any provision to the contrary contained herein, HCM agrees
        that
        any requirements of reasonable notice shall be met if such notice is received
        by
        HCM as provided in this Agreement at least ten (10)
        Business Days
        before the time of the sale or disposition. Any other requirement of notice,
        demand or advertisement for sale is waived by HCM, to the extent permitted
        by
        law. 

    

     

    (c)
       In
      view
      of
      the fact that federal and state securities laws may impose certain restrictions
      on the method by which a sale of the Pledged Collateral may be effected after
      an
      Event of Default, HCM agrees that after the occurrence and during the
      continuance of an Event of Default, Noble may, from time to time, attempt to
      sell all or any part of the Pledged Collateral by means 0f
      a
      private placement restricting the bidders and prospective purchasers to those
      who are qualified and will represent and agree that they are purchasing for
      investment only and not for distribution. In so doing, Noble may solicit offers
      to buy the Pledged Collateral, or any part of it, from one or more investors
      deemed by Noble, in its reasonable judgment, to be financially responsible
      parties who might be interested in purchasing the Pledged Collateral. The
      acceptance by Noble of the highest and best offer obtained therefrom shall
      be
      deemed to be a commercially reasonable method of disposing of such Pledged
      Collateral 

    


    
      
        
        

      

      
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    11.  Alternative
      Remedy. Notwithstanding
      the provisions of Section 10 above, on and after an Event of Default, the Noble
      may (but shall not be obligated to) elect, in lieu of the remedies specified
      in
      Section 10, to retain all of the Pledged Collateral as full and complete
      liquidated damages for any amounts then due and owing by HCM to the Noble under
      the Note. 

    

      12. Term.
        This
        Agreement shall remain in full force and effect until the
        Note
        shall have been indefeasibly paid and satisfied in full. Upon the termination
        of
        this Agreement as provided above (other than as a result of the sale of the
        Pledged Collateral), this Agreement shall automatically terminate and all
        liens
        and security interests created hereunder shall terminate and be released.
        Upon
        confirmation of payment in full of the Note, the Collateral Agent shall (a)
        if
        any UCC-1 Financing Statements were previously filed, file any UCC-3 Termination
        Statements releasing the lien and security interest created by the Assignments,
        and (b) to the extent it then has possession of any of the remaining Pledged
        Collateral, will deliver such Pledged Collateral and the Assignments to HCM.
        

    

    


    13. Agreements
      with and Duties of the Collateral Agent.
      

    


    (a) The
      Collateral Agent shall be under no duty to give the Pledged Collateral held
      by
      it hereunder any greater degree of care than it gives its own similar
      property.

     

    
      (b) If
        the
        Collateral Agent is permitted or required to deliver any of the Pledged
        Collateral or pay money back to any Business Party or Business Parties, such
        payment shall be made by check or by wire transfer, at the Collateral Agent's
        sole discretion, unless the Collateral Agent shall have received written
        notice
        from such Business Party or Business Parties of a new and/or different postal
        address or unless this Agreement shall have provided otherwise. If payment
        is
        made by check or Pledged Collateral is to be delivered, the same shall be
        mailed
        to the address specified by the Business Party(s) in this Agreement (or to
        a new
        or different address subsequently specified to Collateral Agent by writing
        from
        such Business Party(s)). 

       

    

    (c) Whenever
      authorization shall be provided by the terms of this Agreement for the payment
      or delivery of Pledged Collateral by the Collateral Agent to one or more
      Business Parties and there is no express requirement hereunder for written
      instructions from the applicable Business Party(s) before such delivery is
      made,
      the Collateral Agent shall notify all Business Parties and, in its sole
      discretion, may defer payment or defer return or delivery of Pledged Collateral
      until such written requirement or consent is received from all of the Business
      Parties (or, depending on the Collateral Agent’s requirements, from less than
      all of them). Where Collateral Agent determines to so defer payment or delivery,
      the Collateral Agent shall give written notice to the Business Parties of such
      determination. 

    


    (e) It
      is
      expressly understood and agreed that under no circumstances shall the Collateral
      Agent be required to pay or have paid to any Business Party(s) any sum not
      representing proceeds from the sale of any Pledged Collateral that may be
      delivered to the Collateral Agent.

     

    
      (f) It
        is
        intended that the duties and responsibilities of the Collateral Agent shall
        be
        limited to ministerial duties and responsibilities to the maximum extent
        permitted by law. In keeping with that intent, it is agreed that the receipt
        by
        Collateral Agent of Exhibit
        B,
        or an
        alternative written instrument containing the substantive information or
        content
        that is in Exhibit
        B
        (whether
        or not also including other information and content not inconsistent with
        the
        request and approval of delivery or disbursement action proposed to be taken
        by
        the Collateral Agent) shall, in the absence of actual knowledge by the
        Collateral Agent of falsehood, fraud or other intentional or gross misconduct
        on
        the part of any of the Business Parties that would render the proposed action
        under the written instrument to be inappropriate, be full and sufficient
        justification and authorization for the proposed payment or disbursement
        action
        by the Collateral Agent. Notwithstanding
        anything to the contrary, express or implied, contained in this Agreement,
        if
        the Collateral Agent shall receive written instructions from Noble in accordance
        with Alternative Instructions 2 of Exhibit
        B
        (or words of similar import), the Collateral Agent shall: (i) furnish a copy
        of
        such instructions to HCM at the address designated on Exhibit
        B
        (or any alternative address requested by HCM in writing), and (ii) take no
        action with respect to such written request until a date which shall be not
        less
        than ten (10) Business Days following receipt of such written instructions
        from
        Noble.

       

    

     

    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

    (g) The
      ministerial reliance by Collateral Agent on the written instrument referred
      to
      in Section 13(f) shall be full and sufficient justification and authorization,
      as stated in such Section, notwithstanding a determination that Collateral
      Agent
      had certain specified discretionary inquiry powers and opportunities that
      Collateral Agent did not pursue or that, absent the provisions of Section 13(f)
      above, Collateral Agent had (or might have had) fiduciary responsibilities
      to
      investigate before making any such payment or disbursement and did not do
      so.

     

    (h) The
      Collateral Agent shall have no duty or responsibility to enforce collection
      of
      any check delivered to it and subsequently dishonored, nor shall Collateral
      Agent have any duty or responsibility to give notice to any Business Party
      of
      such attempted payment and the subsequent dishonor thereof.

     

    (i) The
      Collateral Agent shall be entitled to rely upon the accuracy, act in reliance
      upon the contents, and assume the genuineness of any notice, instruction,
      certificate, signature (including copies of signature pages), instrument or
      other document (in each case, whether a copy, facsimile or original) which
      is
      given to the Collateral Agent pursuant to this Agreement, without the Collateral
      Agent being obligated to undertake any action or investigation to verify the
      truth or accuracy thereof -- unless
      the Collateral Agent has actual knowledge that the document or other document,
      instruction, certificate or signature is not accurate, truthful, authorized
      or
      genuine. For
      purposes of this Section
      13(i),
“Actual
      knowledge, or any other instance where “knowledge” would be required (and,
      therefore, “actual knowledge” would be required as a standard of “knowledge”)
      shall consist of actual and conscious apprehension and understanding, presently
      in the mind or consciousness of the person acting for Collateral Agent (as
      opposed to knowledge previously known but not currently remembered or
      consciously being thought about) and shall be limited to such “actual knowledge”
by an attorney in Collateral Agent’s firm who is currently actively engaged in
      the management of the Collateral Agent and who is made aware of the document,
      etc. that is the subject of this Section
      13(i).
      For
      purposes of this Agreement “knowledge” (being required to be “actual knowledge”)
      shall not included knowledge of any other attorney or person in Hodgson Russ
      who
      is not directly involved in making decisions regarding, or managing, the Hodgson
      Russ activities as Collateral Agent. Knowledge by others within Hodgson Russ
      shall not be imputed to the persons described above for purposes of determining
      whether “knowledge” or “actual knowledge” existed. Persons (lawyers) at
      Collateral Agent as to whom “actual knowledge” is relevant under this Section
      13(i) currently includes Stephen A. Weiss, Esq. 

     

    (j) The
      Collateral Agent may consult with and act relative hereto upon advice of counsel
      of its own selection in reference to any matter connected herewith, and shall
      not be liable to any of the parties hereto, or their respective legal
      representatives, heirs, successors and assigns, for any action taken in good
      faith on the advice of counsel or for any mistake of fact or error of judgment,
      or for any acts or omissions of any kind taken or made in good faith unless
      caused by its willful misconduct or gross negligence.

     

    (k) The
      Collateral Agent shall not be responsible for, or have any duty to inquire
      into,
      or be required to enforce any of the terms and provisions of any document or
      agreement other than this Agreement. 

     

    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    

     

    
      (l) Without
        limiting the foregoing, the Collateral Agent shall not be responsible for,
        or
        have any duty to inquire into, monitor or enforce obligations between any
        of the
        Business Parties as to (i) whether there was support or justification for
        any
        such Business Party to act in accordance with written instructions of such
        Business Party or any other Business Party in attached Exhibit
        B
        or any
        written alternative acceptable to Collateral Agent that included (with anything
        else) the material or content of Exhibit
        B,
        or (ii)
        whether any Business Party properly uses and applies funds received by it,
        whether from the Collateral Agent or third parties, in accordance with the
        provisions of this Agreement or other applicable documents. Notwithstanding
        anything to the contrary, express or implied, contained in this Agreement,
        if
        the Collateral Agent shall receive written instructions from Noble in accordance
        with Alternative Instructions 2 of Exhibit
        B
        (or words of similar import), the Collateral Agent shall: (i) furnish a copy
        of
        such instructions to HCM at the address designated on Exhibit
        B
        (or any alternative address requested by HCM in writing), and (ii) take no
        action with respect to such written request until a date which shall be not
        less
        than ten (10) Business Days following receipt of such written instructions
        from
        Noble.

       

    

     

    (m) This
      Agreement sets forth exclusively the duties of the Collateral Agent with respect
      to any and all matters pertinent hereto and no implied duties or obligations
      shall be read into this Agreement against the Collateral Agent.

     

    (n) If
      the
      Collateral Agent shall be uncertain as to its duties or rights hereunder or
      if
      it receives instructions with respect to the Pledged Collateral or any funds
      that may be derived from the sale or transfer of any Pledged Collateral, which,
      in the Collateral Agent’s sole discretion, it determines to be in actual or
      potential conflict with this Agreement or other instructions that it has
      received, the Collateral Agent shall be excused from taking action that it
      might
      otherwise be required to take, and its sole obligation shall be to keep safely
      all property held in escrow until the uncertainty is resolved. Such uncertainty
      can be resolved by written and signed agreement among all affected Business
      Parties or by order or judgment of a court of competent jurisdiction, naming
      the
      involved Business Parties as participants in the action or proceeding brought
      to
      obtain judicial determination of the involved uncertain duties and
      obligations.

     

    (o) Alternatively,
      the Collateral Agent may, in its discretion, seek judicial determination of
      any
      dispute or uncertainty and/or deposit all of the Pledged Collateral and any
      funds that may be derived from the sale or transfer of any Pledged Collateral,
      in Court pursuant to proceedings under New York law.

     

    (p) The
      Collateral Agent makes no representation as to the validity, value, genuineness
      or collectability of any portion or all of the Pledged Collateral held by or
      delivered to it.

     

    (q) In
      the
      event that: 

     

    (i) the
      Collateral Agent shall receive any conflicting or inconsistent notices or
      instructions from any one or more of the Business Parties, or 

     

    (ii) there
      shall be any disagreement between or among any of the Business Parties,
      resulting in adverse claims or demands being made in connection with the subject
      matter of this Agreement, or 

     

    (iii) there
      shall be any disagreement between or among any of the Business Parties and
      any
      other person, resulting in adverse claims or demands being made in connection
      with the subject matter of this Agreement, or 

     

    (iv) the
      Collateral Agent, in good faith, shall be in doubt as to what action it should
      take hereunder, 

     

    then,
      and
      in any such event, Collateral Agent may, at its option, refuse to comply with
      any notices, instructions, claims or demands on it, or refuse to take any other
      action hereunder, so long as such disagreement continues or such doubt exists,
      and in any such event, the Collateral Agent shall not become liable in any
      way
      or to any person for its failure or refusal to act. The Collateral Agent shall
      be entitled to continue so to refrain from acting until (A) the rights of all
      Business Parties or other third person(s) shall have been fully and finally
      adjudicated by a court of competent jurisdiction or (B) all differences shall
      have been adjusted and all doubt resolved by agreement among all of the
      interested persons, and the Collateral Agent shall have been notified thereof
      in
      writing signed by all such persons. The Collateral Agent shall have the option,
      after thirty (30) days’ notice to the Business Parties of its intention to do
      so, to file an action in interpleader requiring the parties to answer and
      litigate any claims and rights among themselves. 

     

    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    

     

    The
      rights of the Collateral Agent under this Section
      13(q)
      are
      cumulative of all other rights which it may have by law or
      otherwise.

     

    (r) The
      Collateral Agent does not have and will not have any interest in the Pledged
      Collateral or any funds that may be derived from the sale or transfer of any
      Pledged Collateral, but is serving only as escrow holder and has only possession
      thereof.

     

    (s) The
      Collateral Agent’s duties and responsibilities shall be determined only with
      reference to this Agreement. The Collateral Agent is not charged with any duties
      or responsibilities in connection with any other document or
      agreement.

     

    (t) The
      Collateral Agent may execute any of its powers or responsibilities hereunder
      either directly or by or through its agents or attorneys and the Collateral
      Agent shall not be responsible for any misconduct or negligence on the part
      of
      any agent or attorney appointed with due care by it hereunder.

     

    (u) Each
      of
      Business Parties do hereby release the Collateral Agent from any act done or
      omitted to be done by the Collateral Agent in good faith in the performance
      of
      its duties hereunder, and each of Business Parties do hereby jointly and
      severally agree to fully indemnify the Collateral Agent and its directors,
      officers, employees and agents (the “Collateral
      Agent Indemnified Parties”)
      for,
      and to hold each of them harmless from and against, any loss, liability, claim,
      damage or expense (including reasonable attorneys’ fees and expenses) incurred
      by the Collateral Agent Indemnified Parties, arising out of or in connection
      with the Collateral Agent entering into this Agreement and carrying out its
      duties hereunder, including the reasonable costs and expenses of defending
      itself from any claim or liability; provided,
      however,
      that
      the Collateral Agent Indemnified Parties shall not be entitled to
      indemnification hereunder for losses, liabilities and expenses caused by the
      willful misconduct, fraud or gross negligence of any of the Collateral Agent
      Indemnified Parties. The agreements contained in this Section
      13(u)
      shall
      survive despite any termination of this Agreement or the resignation or removal
      of the Collateral Agent.

     

    (v) The
      Collateral Agent shall not incur any liability for not performing any act or
      fulfilling any duty, obligation or responsibility hereunder by reason of any
      occurrence beyond the control of the Collateral Agent (including but not limited
      to any act or provision of any present or future law or regulation or
      governmental authority, any act of God or war, or the unavailability of the
      Federal Reserve Bank wire or telex or other wire or communication
      facility).

     

    (w) Anything
      in this Agreement to the contrary notwithstanding, in no event shall the
      Collateral Agent be liable for consequential loss or damage of any kind
      whatsoever (including but not limited to lost profits), regardless of the form
      of action.

     

    (x) The
      Collateral Agent may resign at any time or be removed by the written mutual
      consent of the Business Parties. No resignation or removal of the Collateral
      Agent and no appointment of a successor Collateral Agent, however, shall be
      effective until the acceptance or removal of the Collateral Agent in the manner
      herein provided. In the event of the resignation or removal of the Collateral
      Agent, the Business Parties shall in good faith agree upon a successor
      Collateral Agent. If the Business Parties are unable to agree upon a successor
      Collateral Agent within fourteen (14) days after receipt of a notice of
      resignation or removal is given, the Collateral Agent may deposit the Pledged
      Collateral and any funds delivered to the Collateral Agent from the sale or
      transfer of any Pledged Collateral with a court of competent jurisdiction and
      may petition, at the sole expense of the Business Parties, a court of competent
      jurisdiction for the appointment of a successor Collateral Agent. Any successor
      Collateral Agent shall execute and deliver to the predecessor Collateral Agent
      and the Business Parties an instrument accepting such appointment and the
      transfer of the Pledged Collateral and any funds delivered to the Collateral
      Agent from the sale or transfer of any Pledged Collateral and agreeing to the
      terms of this Agreement, and thereupon such successor Collateral Agent shall,
      without further act, become vested with all the estates, properties, rights,
      powers and duties of the predecessor Collateral Agent as if originally named
      herein.

     

    
      
        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

      

    

     

    (y) Any
      law
      firm with which the Collateral Agent may merge or consolidate shall be the
      successor Collateral Agent without further act.

     

    14. Definitions. The
      singular shall include the plural and vice versa and any gender shall include
      any other gender as the context may require. 

     

    15. Successors
      and Assigns. This
      Agreement shall be binding upon and inure to the benefit of HCM, Noble and
      their
      respective successors and assigns. HCM's successors and assigns shall include,
      without limitation, a receiver, trustee or debtor-in-possession of or for HCM.
      

     

    16. GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE A CONTRACT MADE UNDER
      AND GOVERNED BY
      THE
      INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
      PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY STATE OTHER
      THAN THE STATE OF NEW YORK. 

     

    17. Severability. Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but, if any provision of
      this
      Agreement shall be held to be prohibited or invalid under applicable law, such
      provision shall be ineffective only to the extent of such prohibition or
      invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Agreement. 

     

    18. Further
      Assurances. HCM
      agrees that it
      will
      cooperate with Noble and the Collateral Agent and will execute and deliver,
      or
      cause to be executed and delivered, all such other assignments separate from
      certificate, proxies, instruments and documents, and will take all such other
      actions, including, without limitation, the execution and filing of financing
      statements, as Noble or the Collateral Agent may reasonably request from time
      to
      time m order to carry out the provisions and purposes of this Agreement.


     

    19. Notices.
      Except
      as otherwise provided herein, whenever it is provided herein that any notice,
      demand, request, consent, approval, declaration or other communications shall
      or
      may be given to or served upon any of the parties by any other party, or
      whenever any of the parties desires to give or serve upon any other
      communication with respect to this Agreement, each such notice, demand, request,
      consent, approval, declaration or other communication shall be in writing and
      shall be given (and deemed to have been given) to the address on record with
      the
      sending party and otherwise in accordance with and subject to the terms of
      the
      Note. 

     

    20.
       Amendments,
      Waivers and Consents.
      No
      amendment to, modification or waiver of, or consent with respect to, any
      provision of this Agreement shall in any event be effective unless the same
      shall be in writing and signed and delivered by Noble and HCM, and then any
      such
      amendment, modification, waiver or consent shall be effective only in the
      specific instance and for the specific purpose for which given. 

     

    21.
       Section
      Headings.
      The
      section headings in this Agreement are inserted for convenience of reference
      and
      shall not be considered a part of this Agreement or used in its
      interpretation.

     

    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    

     

    22.
       Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall together constitute one and the same
      agreement. Any such counterpart which may be delivered by facsimile transmission
      shall be deemed the equivalent of an originally signed counterpart and shall
      be
      fully admissible in any enforcement proceedings regarding this Agreement.


     

    23.
       Merger.
      This
      Agreement represents the final agreement of HCM and Noble with respect to the
      matters contained herein and may not be contradicted by evidence of prior or
      contemporaneous agreements, or subsequent oral agreements, between HCM and
      Noble. 

     

    [Remainder
      of Page Intentionally Left Blank; Signature Page Follows] 

    


    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, HCM
      and
      Noble have each caused this Agreement to be executed and delivered by its duly
      authorized officer as of the date first set forth above. 

     

    PLEDGOR:

    

      
        	
                HO
                  CAPITAL MANAGEMENT LLC

              


      

       

      
        	
                By:
                  

              	 	 
	 	
                Angela
                  Ho, Managing Member

              	 


      

       

      PLEDGEE:

       

      
        	
                NOBLE
                  INVESTMENT FUND LTD.

              
	 	 
	
                By:
                  

              	 	 
	 	
                Arne van Roon, Authorized Signatory

              	 


      

       

      
        COLLATERAL
          AGENT:

      

       

      
        	
                HODGSON
                  RUSS LLP

              	 
	 	 	 
	
                By:

              	 	 
	 	
                Stephen
                  A. Weiss, Partner

              	 


      

    

    


    The
      undersigned agrees to comply with the provisions of Section
      3(b)
      of the above Agreement:

     

    
      	MAXIM FINANCIAL
              GROUP
              LLC
	 	 	 
	By:	 	 


    

     

    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A 

     

    FORM
      OF ASSIGNMENT SEPARATE FROM CERTIFICATE

     

    FOR
      VALUE RECEIVED, the
      undersigned, ________________________,
      does
      hereby sell,  assign
      and transfer unto ________________________,
       
      warrants
      to purchase ordinary shares of ____________________________
      (the
“Warrants”),
      standing in the name of the undersigned on the books of said corporation and
      does hereby irrevocably constitute and appoint
      ____________________________________, as Agent, as the undersigned's true and
      lawful attorney, for it and in its name and stead, to sell, assign and transfer
      all or any of the Shares, and for that purpose to make and execute all necessary
      acts of assignment and transfer thereof; and to substitute one or more persons
      with like full power, hereby ratifying and confirming all that said attorney
      or
      substitute or substitutes shall lawfully do by virtue hereof. 

     

    Dated:
      ___________________ 

     

    [_________________________,
      a________________, ____________]

     

    
      
        	By:
                	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	Its: 	 	 


      

    

      

    
      
        
        

      

      
        -
          13
          -

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    LETTER
      OF INSTRUCTION

    

      Hodgson
        Russ LLP

      1540
        Broadway - 24th
        floor

      New
        York,
        New York 10036

      Attn:
        Stephen A. Weiss, Esq.

      


      Re: Pledge
        Agreement, dated __________ 200_ among Ho Capital Management LLC (“HCM”), Noble
        Investment Fund Ltd. (“Noble”), Hodgson Russ LLP (“Collateral
        Agent”).

      


      Gentlemen:

      


      Reference
        is made to the above captioned Pledge Agreement. Unless otherwise defined
        herein, all capitalized terms shall have the same meaning as is defined in
        the
        Pledge Agreement.

      


      Alternative
        Instructions 1

      


      [Please
        be advised that all principal of and accrued interest on the Note have been
        paid
        in full and you are hereby instructed to release all of the Pledged Collateral
        in your possession to HCM or as otherwise designed by Angela Ho.]

      


      Very
        truly yours,

       

      
        
          	
                  Noble
                    Investment Fund Ltd.

                	 	
                  Ho
                    Capital Management LLC

                	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                  By:

                	  
	 	
                  By:

                	  
	 
	 	
                  Arne
                    van Roon, Authorized Signatory

                	 	 	
                  Angela
                    Ho, Member/Manager]

                	 


        

      

      


      Alternative
        Instructions 2

      


      Please
        be
        advised that an Event of Default under the Note has occurred and is continuing,
        as a result of which you are hereby instructed to release all of the Pledged
        Collateral in your possession to Noble Investment Fund Ltd. or as otherwise
        designed by Arne van Roon.]

      


      Very
        truly yours,

       

      
        
          	
                  Noble
                    Investment Fund Ltd.

                	 	 
	 	 	 	 
	 	 	 	 
	
                  By:

                	     
	 	 
	 	
                  Arne
                    van Roon, Authorized Signatory

                	 	 


        

         

      

      
        	
                cc:

              	
                Angela
                  Ho, Manager

              


      

      Ho
        Capital Management LLC

      386
        Columbus Avenue, Apt. 17A

      New
        York,
        New York 10024 



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    


    Names,
      Emails and signature(s) for:

     

    Person(s)
      Designated to give Instructions to the Collateral
      Agent

    


    If
      from
      HCM:

    


    
      	
              Name

            	 	
              Email

            	 	
              Signature

            
	
               

            	 	
              angelaho@asiabcc.com

            	 	
               

            
	
              Angela
                Ho

            	 	 or
	 	 
	 	 	
              angela@hocasino.com

            	 	 


    

     

    
      	If
              from Noble 	 	 	 	 


    

    


    
      	
              Name

            	 	
              Email

            	 	
              Signature

            
	
              Arne
                van Roon 

            	 	
              avr@transtaxllp.com;
                or

              ariejanvanroon@asiabcc.com

            	 	
               

            
	or	 	 	 	 
	 	 	 	 	 


    

    


    All
      instructions must include the signature of the person(s) authorizing said
      instructions.

    
       

      
        
          
          

        

        
          Consent
            -- 2