PROMISSORY
        NOTE

       

      
        
          	
                  $5,725,000.00

                	
                   December
                    ___, 2007

                


        



      FOR
        VALUE RECEIVED,
        HO
        CAPITAL MANAGEMENT LLC, a
        Delaware limited liability company (the "Maker"),
        having an office at 386 Columbus Avenue, Apt. 17A, New York, New York 10024,
        does hereby promise to NOBLE
        INVESTMENT FUND LIMITED, an
        entity
        having an office at World Trade Centre, Via Lugano 11,6982 Lugano-Agno,
        Switzerland (the “Lender”),
        or at
        such other place as Lender may designate in writing, in lawful money of the
        United States of America, the principal sum of up to Five Million Seven Hundred
        Twenty Five Thousand Dollars ($5,725,000.00) under this promissory note (the
        “Note”) in
        accordance with the following terms: 

       

      1.
         Use
        of
        Proceeds.
        All
        proceeds received by the Maker under this Note shall be used by the Maker
        solely
        to purchase an aggregate of 5,725,000 warrants (the “Warrants”)
        of
        Asia Special Situation Acquisition Corp., a Cayman Islands corporation (the
        “Business
        Combination Company”),
        at a
        price equal to $1.00 per Warrant. 

       

      2. Interest. 
        Interest
        shall accrue on the outstanding principal balance hereof at an annual rate
        equal
        to Four and One-Half Percent (4.5%). Interest shall be calculated on the
        basis
        of a 365-day year and the actual number of days elapsed, to the extent permitted
        by applicable law. Interest hereunder shall be paid on the Maturity Date
        (or
        sooner as provided herein) in cash to the Lender or its assignee in whose
        name
        this Note is registered on the records of the Maker. 

       

      3. Maturity
        Date. The
        entire outstanding principal amount of this Note shall be due and payable
        on or
        prior to December ___, 2012 (the "Maturity
        Date"),
        subject to mandatory prepayment of this Note as set forth herein.

       

      4. No
        Guarantees of Payment.
        Nothing
        contained in this Note or any other agreement or instrument shall be deemed
        or
        construed to constitute a guaranty or undertaking by any member or manager
        of
        the Maker, including, without limitation, Ms. Angela Ho, or any third person
        of
        any of the obligations of the Maker under this Note; it being understood
        and
        agreed by the Lender that, absent (a) the successful consummation of the
        initial
        public offering of securities of the Business Combination Company (the
“IPO”),
        and
        (b) the Business Combination Company’s consummation of an acquisition of a
        prospective target company (the “Required
        Acquisition”)
        within
        twenty-four (24) months of completion of such IPO, the Maker will not have
        any
        funds or financial resources to pay all or any portion of its obligations
        under
        this Note on the Maturity Date or otherwise. 

       

      5.
         No
        Personal Liability; Non-Recourse Obligation. The
        Lender hereby acknowledges and agrees that the sole source for payment of
        the
        outstanding principal amount of and interest accrued on this Note shall be
        the
        proceeds from the sale or disposition of the Warrants and/or the aggregate
        number of ordinary shares of the Business Combination Company that are issuable
        upon the full exercise of the Warrants (the “Warrant
        Shares”).
        Accordingly, and notwithstanding anything to the contrary, express or implied,
        contained in this Note or in the Pledge Agreement: 

       

      (a) absent
        only acts or omissions of the Maker or Angela Ho constituting actual fraud
        against the Lender, neither the Maker, Ms. Angela Ho, nor any transferee
        of the
        Maker or Angela Ho, shall have any personal liability or obligation to the
        Lender pursuant to this Note; and


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b) except
        for such Warrants and Warrant Shares and the proceeds thereof which shall
        be
        subject to the Pledge Agreement referred to in Section
        8
        below,
        none of the assets or properties of the Maker, Ms. Angela Ho or their
        transferees (including without limitation any portion of the 1,312,500 ordinary
        shares initially owned of record by the Business Combination company that
        are
        beneficially owned by Angela Ho or her transferees) shall be subject to any
        claims, attachments, liens, security interests or rights in favor of the
        Maker
        to secure payment of this Note.

      


      6. Payment
        on Maturity Date: Mandatory Prepayments.
        The
        entire outstanding principal amount and accrued and unpaid interest under
        this
        Note shall be due and payable in full on the Maturity Date; provided
        that,
        if, at
        any time or from time to time prior to the Maturity Date the Maker shall
        sell,
        transfer or otherwise dispose of the Warrants for cash consideration, or
        exercise the Warrants and thereafter sell, transfer or otherwise dispose
        of the
        Warrant Shares for cash consideration, then the Maker must remit the all
        of the
        proceeds received by the Maker or any of its assignees from any such sale,
        transfer or disposition to the Lender to prepay this Note, in whole or in
        part,
        to be allocated as follows:

       

      (a) First,
        to
        pay accrued and unpaid interest due pursuant to this Note; and

       

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

       

      7. Automatic
        Prepayment and Reduction of Principal and Accrued Interest. 
        Upon
        consummation of the IPO and the Required Acquisition, as provided in the
        operating agreement of the Maker, an aggregate of fifty percent (50%) of
        the
        Warrants entitling the holder to purchase up to 2,862,500 Warrant Shares
        shall
        be assigned and distributed by the Maker to the Lender or its designated
        assigns
        (the “Warrant
        Distribution”).
        Simultaneous with such Warrant Distribution, the outstanding principal amount
        of
        this Note shall be automatically deemed to be partially prepaid and reduced
        to
        Two Million Eight Hundred and Sixty Two Thousand Five Hundred Dollars
        ($2,862,500). In addition, the aggregate amount of interest accrued on such
        reduced principal amount of this Note as at the date of such Warrant
        Distribution shall similarly be reduced to that amount equal to the product
        of
        multiplying $2,862,500 by 4.5% from the date of issuance of this Note to
        the
        date of the Warrant Distribution.

       

      
        8. Event
          of Default.
          The
          occurrence and continuation of any of the following events shall constitute
          an
          Event of Default under this Note.

        


        (a) the
          failure of the Maker to pay the principal amount of and accrued interest
          on this
          Note, when due, in accordance with Section 6 above and under the Pledge
          Agreement referred to below;

        


        (b) if
          the
          pledge of the Pledged Collateral described in the Pledge Agreement referred
          to
          below pledged to secure the payment and performance of this Note shall
          be held
          invalid or shall constitute a violation of any agreement or obligation
          binding
          upon the Maker,

          

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

           

          (c) if
            the
            Maker or the Guarantor defaults in the performance of any material term,
            condition or covenant contained in Pledge Agreement with respect to the
            payment
            of the Note out of sales of the Pledged Collateral; or 

          


          (d) if
            the
            Maker shall (i) apply for or consent to the appointment of, or the taking
            of possession by, a receiver, custodian, trustee, examiner or liquidator
            of the
            Maker or its assets or property, (ii) make a general assignment for the
            benefit of its creditors, (iii) commence a voluntary case under the Federal
            Bankruptcy Code, (iv) file a petition seeking to take advantage of any
            other law relating to bankruptcy, insolvency, reorganization, liquidation,
            dissolution, assignment, arrangement or winding-up, or composition or
            readjustment of debts, or (v) have a petition filed against it in an
            involuntary case under the U.S. Bankruptcy Code.

          


          If
            any
            Event of Default occurs and is continuing, then and in every such case
            the
            Lender may declare the principal of this Note to be due and payable immediately,
            by a notice in writing to the Maker, and upon any such declaration such
            amounts
            shall become due and payable immediately without presentment, demand,
            protest or
            other formalities of any kind, all of which are hereby expressly waived
            by the
            Maker; provided,
            however,
            that
            until such time as a Required Acquisition shall have been consummated
            by the
            Business Combination Company, the Lender shall have no right to foreclose
            on any
            of the Pledged Collateral.

        

      

       

      
        9. Security.
          As a
          material inducement to the Lender to loan the principal amount of this
          Note to
          the Maker on the date hereof, the Maker hereby pledges to the Lender, and
          its
          successors, endorsees, transferees or assigns, a security interest in the
          Warrants and related Warrant Shares as collateral security for the timely
          and
          full satisfaction of all obligations of the Maker pursuant to this Note,
          all
          pursuant to the pledge agreement between the Maker and the Lender in the
          form of
Exhibit
          A
          hereto
          (the “Pledge
          Agreement”).

         

      

      10. Title
        and Ownership of the Warrants.
        All
        right, title and legal ownership to the Warrants will remain with the Maker
        at
        all times until the date of the Warrant Distribution. Following the date
        of the
        Warrant Distribution, the Maker shall retain legal ownership and title to
        all of
        the remaining Warrants and Warrant Shares not sold for cash, until such time
        as
        the Maker shall have prepaid or paid in full all principal of and interest
        accrued on this Note, as reduced pursuant to Section 5 and Section 6,
        above.

       

      11.
         Choice
        of Law: Venue and Jurisdiction.
        This
        Note shall be governed and controlled as to validity, enforcement,
        interpretation, construction, effect and in all other respects by the statutes,
        laws and decisions of the State of New York. The exclusive venue and/or
        jurisdiction for any proceeding which may be brought in connection with this
        Note shall be any federal and state court located in New York County, New
        York
        and each of the parties hereto irrevocably consents to such venue and/or
        jurisdiction. 

       

      12.
         Miscellaneous
        Provisions.
        

       

      (a)
         This
        Note
        may not be amended or modified, and revision hereto shall not be effective,
        except by an instrument in writing executed by Maker and Lender. 

       

      (b)
         Any
        and
        all notices, demands or requests required or permitted to be given under
        this
        Note shall be given in writing and sent, by registered or certified U.S.
        mail,
        return receipt requested, by hand, or by overnight courier, addressed to
        the
        parties hereto at their addresses set forth above or such other addresses
        as
        they may from time -to-time designate by written notice, given in accordance
        with the terms of this Section. A party may change its address for notification
        purposes by giving the other parties notice in accordance with the terms
        of this
        Section 10(b) of the new address and the date upon which it shall become
        effective. 

       

      (c)
         The
        Maker
        hereby waive presentment, protest and demand, notice of protest, dishonor
        and
        nonpayment of this Note, and expressly agrees that, without in any way affecting
        the liability of the Maker hereunder, the Lender may extend the time for
        payment
        of any amount due hereunder and release any party liable hereunder without
        in
        any other way affecting the liability and obligation of the Maker. The Maker
        shall pay all attorneys' fees and other costs of collection actually incurred
        by
        the Lender in connection with the Lender enforcing its rights under this
        Note to
        receive payment or otherwise. 

       

      Headings
        at the beginning of each numbered Section of this Note are intended solely
        for
        convenience of reference and are not to be deemed or construed to be a part
        of
        this Note. 

      


      IN
        WITNESS WHEREOF, Maker have executed this Note as of the date first set forth
        above. 

       

      
        	 	
                HO
                  CAPITAL MANAGEMENT LLC

              
	 	 	 	 
	 	 	 	 
	 	
                By:

              	    
	 
	 	 	
                Angela
                  Ho, Managing Member