NOTE AND WARRANT PURCHASE AGREEMENT

Long-e International Group Co., Ltd.

NOTE AND WARRANT PURCHASE AGREEMENT

September 22, 2006

TABLE OF CONTENTS

i

NOTE AND WARRANT PURCHASE AGREEMENT

THIS NOTE AND WARRANT PURCHASE AGREEMENT ("Agreement") is made as of September 22, 2006, by and among Long-e International Group Co., Ltd., a British Virgin Islands corporation (the "Company"), and the lenders (each individually a "Lender," and collectively the "Lenders") named on the Schedule of Lenders attached hereto (the "Schedule of Lenders"). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

WHEREAS , each of the Lenders intends to provide certain Consideration to the Company as described for each Lender on the Schedule of Lenders;

WHEREAS , the parties wish to provide for the sale and issuance of such Notes and Warrants in return for the provision by the Lenders of the Consideration to the Company; and

WHEREAS , the parties intend for the Company to issue in return for the Consideration one or more Notes and Warrants to purchase shares of the Company’s Equity Securities.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.   Definitions.

(a)   " Consideration " shall mean the amount of money paid by each Lender pursuant to this Agreement as shown on the Schedule of Lenders.

(b)   " Conversion Shares " shall, for purposes of determining the type of Equity Securities issuable upon conversion of the Notes or exercise of the Warrants, mean:

(i)   if the Notes are converted to equity pursuant to Section 2.2(a) below, the Equity Securities issued in the Next Equity Financing; and

(ii)   if the Notes are converted to equity pursuant to Section 2.2(b) or 2.2(c) below, shares of Common Stock.

(c)   " Conversion Price " shall mean:

(i)   with respect to a conversion pursuant to Section 2.2(a) below, 70% of the price paid per share for Equity Securities by the investors in the Next Equity Financing ;  

(ii)   with respect to a conversion pursuant to Section 2.2(b) or 2.2(c) below, (x) 70% of the price to be paid per share for Equity Securities by the investors in the Next Equity Financing if pricing terms have been agreed upon and documented in a term sheet or definitive agreement, or (y) if pricing terms have not yet been documented for the Next Equity Financing, the price stated in a pricing notice to be provided by the Company, or its representatives, to the Lender no later than December 31, 2006, or (z) if such pricing notice has not been provided by December 31, 2006, $0.33 per share (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like).

(d)   " Corporate Transaction " shall mean (A) the closing of the sale, transfer or other disposition of all or substantially all of this Company’s assets, (B) the consummation of the merger or consolidation of this Company with or into another entity (except a merger or consolidation in which the holders of capital stock of this Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of this Company or the surviving or acquiring entity), (C) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of this Company’s securities), of this Company’s securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of this Company (or the surviving or acquiring entity) or (D) a liquidation, dissolution or winding up of this Company; provided, however, that a transaction shall not constitute a Liquidation Event if its sole purpose is to change the state of this Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held this Company’s securities immediately prior to such transaction; provided, however a Corporate Transaction shall not include the issuance of Equity Securities in the Next Equity Financing.

(e)   " Equity Securities " shall mean the Company’s Common Stock or Preferred Stock or any securities conferring the right to purchase the Company’s Common Stock or Preferred Stock or securities convertible into, or exchangeable for (with or without additional consideration), the Company’s Common Stock or Preferred Stock, except any security granted, issued and/or sold by the Company to any director, officer, employee or consultant of the Company in such capacity for the primary purpose of soliciting or retaining their services.

(f)   " Majority Note Holders " shall mean the holders of a majority in interest of the aggregate principal amount of Notes.

(g)   " Maturity Date " shall mean September 22, 2009.

(h)   " Next Equity Financing " shall mean the next sale (or series of related sales) by the Company of its Equity Securities following the date of this Agreement from which the Company receives gross proceeds of not less than US$1,000,000 excluding the aggregate amount of debt securities converted into Equity Securities upon conversion of the Notes pursuant to Section 2.2 below) and further to which the Company completes a Reverse Merger;

(i)   " Notes " shall mean the one or more promissory notes issued to each Lender pursuant to Section 2.1 below, the form of which is attached hereto as Exhibit A .

(j)   " Period " shall mean 30 consecutive days, without regard to actual calendar months.

2

(k)   " Purchase Price of the Warrants "   shall mean the price paid by the Lenders to receive each Warrant, which amount shall be .01%   percent of the principal amount of each Note.

(l)   " Reverse Merger " shall mean either a (i) merger of the Company into a Shell, (ii) merger of the Company with a subsidiary of a Shell whereby the Company is the surviving entity and the shell Exchanges newly issued shares for the outstanding shares of the Company or (iii) share exchange where shareholders of the Company exchange their shares for shares of the Shell.

(m)   " Reverse Merger Withdrawal " shall mean notice by the Company to the Lender or the Lender having a reasonable basis to believe that the Company does not intend to effect the Reverse Merger which shall include, but not be limited to, the Company entering into or agreeing to enter into an alternative financing transaction or Corporate Transaction other than the Reverse Merger.

(n)   " Shell " shall mean a company reporting under Section 13 or 15 of the Securities Exchange Act of 1934, as amended, or that has a class of securities registered under Section 12 of the Securities Act of 1933, as amended, and that has no or nominal operations or has identified itself as a shell in its periodic reports as filed with the Securities and Exchange Commission.

(o)   " Warrants " shall mean one or more warrants issued pursuant to Section 3 below.

(p)   " Warrant Coverage Amount " shall mean, with respect to any particular Warrant issued to a Lender, fifty percent (50%) of the principal amount of the Note issued to such Lender in conjunction with such Warrant multiplied by (Y) the number of whole Periods such Note remains outstanding after the date hereof; provided, that any partial period shall be rounded up to the next whole Period.

2.   Terms of the Secured Notes.

2.1  Issuance of Secured Notes. In return for the Consideration paid by each Lender, the Company shall sell and issue to such Lender one or more secured Notes. Each Note shall have a principal balance equal to that portion of the Consideration, less the Purchase Price of the Warrant, paid by such Lender for the Note, as set forth in the Schedule of Lenders. Each Note shall be convertible into Conversion Shares pursuant to Section 2.2 below and shall be secured by the assets of the Company as described in such Notes and any related security agreement.

2.2  Right to Convert Notes.

(a)   Next Equity Financing . The principal and unpaid accrued interest of each Note may be converted, at the option of the holder thereof, in whole or in part, into Conversion Shares upon the closing of the Next Equity Financing. Notwithstanding the foregoing, accrued interest on this Note may be paid in cash at the option of the Company. The number of Conversion Shares to be issued upon such conversion shall be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest on a Note to be converted, or portion thereof, on the date of conversion, by the Conversion Price. At least five (5) days prior to the closing of the Next Equity Financing, the Company shall notify the holder of each Note in writing of the terms under which the Equity Securities of the Company will be sold in such financing. The issuance of Conversion Shares pursuant to the conversion of each Note shall be upon and subject to the same terms and conditions applicable to the Equity Securities sold in the Next Equity Financing.

3

(b)   Maturity Conversion . If the Next Equity Financing has not occurred on or before the Maturity Date, the principal and unpaid accrued interest of each Note may be converted, at the option of the holder thereof, in whole or in part, into Conversion Shares. The number of Conversion Shares to be issued upon conversion shall be equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest due on a Note to be converted, or portion thereof, on the date of conversion by the Conversion Price.

(c)   Corporate Transaction or Reverse Merger Withdrawal . In the event of a Corporate Transaction or Reverse Merger withdrawal prior to full payment of a Note or prior to the time when a Note may be converted (as provided herein), all outstanding principal and unpaid accrued interest due on such Note shall, at Lender’s election, be (i) due and payable in full prior to the closing of the Corporate Transaction or Reverse Merger Withdrawal or (ii) be converted into Conversion Shares.

(d)   No Fractional Shares . Upon the conversion of a Note into Conversion Shares, in lieu of any fractional shares to which the holder of the Note would otherwise be entitled, the Company shall pay the Note holder cash equal to such fraction multiplied by the Conversion Price.

(e)   Mechanics of Conversion . Before any Note holder shall be entitled to convert the same into Conversion Shares, such holder shall give notice to the Company of the election to convert such Notes into Conversion Shares. The Company shall not be required to issue or deliver the Conversion Shares until the Note holder has surrendered the Note to the Company. Such conversion may be made contingent upon the closing of the Next Equity Financing, Initial Public Offering or Corporate Transaction.

3.  Warrants. Upon the Closing (as defined in Section 4.1 below), and in return for the Company’s receipt of the Purchase Price of Warrant and the principal of the Notes, each Lender shall receive a warrant to purchase Conversion Shares in the form attached hereto as Exhibit B (the "Warrant"). Each Warrant shall be exercisable for that number of Conversion Shares   determined by dividing the Warrant Coverage Amount by the Conversion Price. The exercise price for the Conversion Shares purchasable upon exercise of the Warrants shall be the Conversion Price applicable to such shares.

4.  Closing Mechanics.

The closing (the "Closing") of the purchase of the Notes and issuance of the Warrants in return for the Consideration paid by each Lender shall take place at the offices of the Kirkpatrick & Lockhart Nicholson Graham LLP, at 10100 Santa Monica Blvd., Seventh Floor, Los Angeles, CA 90037 p.m., on ______________, or at such other time and place as the Company and Lenders purchasing a majority in interest of the aggregate principal amount of the Notes to be sold at the Closing agree upon orally or in writing. At the Closing, each Lender shall deliver the Consideration to the Company and the Company shall deliver to each Lender one or more executed Notes and Warrants in return for the respective Consideration provided to the Company.

4

5.  Representations and Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Lenders that:

5.1  Organization, Good Standing and Qualification. The Company is a corporatio