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REGISTERED AS INSTRUMENT NO.

___________
NON NEGOTIABLE PROMISSORY NOTE
(Interest only payments with balloon)
THIS PROMISSORY NOTE (“NOTE”) IS IN REGISTERED FORM AND THE
OBLIGATIONS CONTAINED HEREIN RUN ONLY TO THE REGISTERED OWNER.
THIS NOTE IS NON NEGOTIABLE AND CAN ONLY BE TRANSFERED ON THE
REGISTRY OF THE MAKER. NO INTERST OR PRINCIPAL PAYMENT CAN BE
RECEIVED BY ANY PERSON EXCEPT THE REGISTERED OWNER. IN ADDITION,
NO TRANSFER OF INTEREST PAYMENTS OR ANY PORTION OF THE PRINCIPAL
CAN BE MADE, OR ANY WITHDRAWAL OF PRINCIPAL CAN BE PAID, WITHOUT
THE PRESENTATION OR SURRENDER OF THIS ORIGINAL NOTE.
1.
FOR VALUE RECEIVED, the undersigned (“Maker”) promises to pay to
___________________ (“Registered Owner”) or its registered assigns, at ____________, China,
the principal sum of ________________________ Dollars ($___________.00) or such amount
as Maker has received pursuant to this Note (the “Obligation”), which Obligation represents the
principal amount loaned by Registered Owner to Maker and shall accrue 1interest thereon from
the date of this Note (defined below). Both principal and interest shall be paid according to
Section 2 below.
2.
Interest Only Payments. Commencing on the date of this Note and continuing on
the first day of each calendar month thereafter until the Maturity Date (defined in Section 4
below), Maker 2shall pay to Registered Owner all accrued and unpaid interest in arrears at the
Interest Rate (defined in Section 3 below) on the then outstanding principal balance of this Note
until the Maturity Date, at which time the outstanding principal balance, plus all accrued interest
shall be due and payable. Should the date of this Note not begin on the first day of the month,
the first interest payment shall be prorated according to the elapsed days from the date of this
note to the end of the first month.
3.
Interest. The Obligation shall bear simple interest at the rate of seven and one
quarter percent (7.25%) per annum (“Interest Rate”). Interest shall be computed hereunder based
on a 365-day year and paid for the actual number of days elapsed for any whole or partial month
in which principal is outstanding.
4.
Maturity Date. The date of this Note is _______________ and the maturity date
shall mean three hundred and sixty five (365) calendar days from the date of this Note (“Maturity
Date”). Time shall be strictly of the essence. Notwithstanding the preceding, Maker shall have a
one time right to extend the Maturity Date by 90 days, during which time interest shall continue
to accrue and be paid in accordance with Section 2 above.
2.
Prepayment. Maker shall be entitled to prepay this Note prior to the Maturity
Date without premium or penalty.
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3.
Applications of Payments. Unless otherwise specified, payments received by
Registered Owner pursuant to the terms hereof shall be applied, first, to the payment of all
expenses, charges, late payment fees, costs and fees incurred by or payable to Registered Owner
and for which Maker is obligated pursuant to the terms of this Note, second, to the payment of
interest, and third, to the payment of principal.
7.
Events of Default. The occurrence of any of the following events shall constitute
an Event of Default hereunder
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Failure of Maker to pay any installment of principal or interest, when due,
or perform any other obligation under this Note;
(b)
the Maturity Date;

Failure of Maker to pay any accrued interest or outstanding principal on

(c)
Maker shall admit in writing Maker’s inability to, or be generally unable
to, pay Maker's undisputed debts as such undisputed debts become due; and
(d)
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 all or a substantial part of
his property, (ii) make a general assignment for the benefit of his creditors, (iii) commence a
voluntary case under the United States Bankruptcy Code, (iv) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization, liquidation,
dissolution, arrangement or winding-up, or composition or readjustment of debts, (v) fail to
controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed
against him in an involuntary case under the United States Bankruptcy Code or (vi) take any
action for the purpose of effecting any of the foregoing.
8.
Remedies; Late Payment Penalty; Default Interest Rate. Upon the occurrence of
an Event of Default and without demand or notice, Registered Owner may declare the principal
amount then outstanding, and the accrued interest thereon, to be forthwith due and payable,
whereupon such amounts shall be immediately due and payable without presentment, demand,
protest or other formalities of any kind, all of which are hereby expressly waived by Maker and
Maker may exercise all rights and remedies available to it this Note. In addition, Maker shall
pay a late charge (liquidated damages under California Civil Code, Section 1671(b)) of two
percent (2%) of each installment of principal or interest, or both, not received by Registered
Owner within fifteen (15) calendar days after the due date. The imposition of such late charge
does not imply or constitute any agreement of Registered Owner to forebear collection of
delinquent amounts or to forebear the exercise of any remedy under this Note. Maker
acknowledges that this late charge is reasonable under the circumstances existing at the date
hereof. Upon the occurrence and during the continuation of an Event of Default, the interest rate
on all amounts outstanding under this Note shall equal the maximum rate permitted by applicable
law.

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9.
Waiver. Maker hereby waives diligence, 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 Maker hereunder, Registered Owner may extend any maturity date or the
time for payment of any installment due hereunder, accept security, release any party liable
hereunder and release any security now or hereafter securing this Note. Maker further waives, to
the full extent permitted by law, the right to plead any and all statutes of limitations as a defense
to any demand on this Note, or on any deed of trust, security agreement, lease assignment,
guaranty or other agreement now or hereafter securing this Note.
10.
Attorneys’ Fees; Costs. If this Note is not paid when due or if any Event of
Default occurs, Maker promises to pay all reasonable costs of enforcement and collection,
including but not limited to, Registered Owner’s reasonable attorneys’ fees, if an action or
proceeding is brought to enforce the provisions hereof.
11.
Severability. Every provision of this Note is intended to be severable. In the
event any term or provision hereof is declared by a court of competent jurisdiction, to be illegal
or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of
the terms and provisions hereof, which terms and provisions shall remain binding and
enforceable.
12.
Choice of Law. This Note shall be governed by and construed in accordance with
the laws of the State of California. Any action to enforce this Note shall be brought only in a
state or federal court located in Orange County, California.
13.

General Provisions.

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All notices and other communications provided for hereunder shall be in
writing and shall be delivered by United States mail, certified or registered, to the respective
party at the address provided for such purpose.
(b)
No failure or delay on the part of Registered Owner to exercise any right,
power or privilege under this Note and no course of dealing between Maker and Registered
Owner shall impair such right, power or privilege or operate as a waiver of any default or an
acquiescence therein, nor shall any single or partial exercise of any such right, power or privilege
preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein expressly provided are cumulative to, and not
exclusive of, any rights or remedies, which Registered Owner would otherwise have. No notice
to or demand on Maker in any case shall entitle Maker to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the right of Registered Owner to any
other or further action in any circumstances without notice or demand.
(c)

Maker hereby waives diligence, presentment, protest, demand and notice of every

kind.

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(d)
The provisions of this Note are hereby expressly limited so that in no event
whatever shall the amount paid or agreed to be paid to Registered Owner for the use, forbearance
or detention of the sums evidenced by this Note exceed the maximum amount permissible under
applicable law. If from any circumstance whatever the performance or fulfillment of any
provision of this Note should involve or purport to require any payment in excess of the limit
prescribed by law, then the obligation to be performed or fulfilled is hereby reduced to the limit
of such validity, and if, from any circumstance whatever, Registered Owner should ever receive
as interest an amount which would exceed the highest lawful rate under applicable law, then the
amount which would be excessive interest shall be applied as an optional reduction of principal
in accordance with the terms of this Note (or, at Registered Owner's option, be paid over to
Maker), and shall not be counted as interest.
REGISTERED OWNER ACKNOWLEDGES AND AGREES THAT ANY TRANSFER OF
THIS NOTE WILL REQUIRE THE SURRENDER OF THIS ORIGINAL NOTE 3TO
MAKER; AND THAT MAKER MAY REJECT SUCH TRANSFER REQUEST IF THE
PERSON SURRENDERING THIS NOTE IS NOT THE REGISTERED OWNER AS
REFLECTED IN THE REGISTRY OF MAKER. REGISTERED OWNER FURTHER
ACKNOWLEDGES AND AGREES THAT AS A CONDITION TO AND AS FURTHER
INDUCEMENT FOR MAKER TO ISSUE THIS NOTE, REGISTERED OWNER SHALL,
CONCURRENTLY WITH THE EXECUTION OF THIS NOTE, SUBMIT A W-8BEN IRS
FORM TO MAKER, THE CONTENTS OF WHICH REGISTERED OWNER
REPRESENTS AND WARRANTS SHALL BE TRUE AND CORRECT AND UPON
WHICH MAKER MAY RELY WITH REGARD TO ANY IRS WITHHOLDING
REQUIREMENTS.
IN ADDITION, THIS NOTE, IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER REGULATION “S” PROMULGATED BY THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), HAVE NOT BEEN REGISTERED UNDER
THE ACT. ACCORDINGLY, TRANSFER IS PROHIBITED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION “S”, OR PURSUANT TO
REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION; AND HEDGING TRANSACTIONS
INVOLVING THIS NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE ACT.

(SIGNATURES ON FOLLOWING PAGE)

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IN WITNESS WHEREOF, the Parties have caused this Note to be duly executed and
delivered as of the day and year first above written.
MAKER:

REGISTERED OWNER:

First Financial Investment Group LLC,
a California limited liability company
_____________________________
(Signature of Registered Owner)
By:

_________________________
, President

_____________________________
(Please print name)
_____________________________
(Please print passport number)
_____________________________
(Please print country of citizenship)

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