E-WORLD CANADA HOLDING, INC. PROMISSORY NOTE

(a)

the Purchaser fails to pay any amount owing to the Agent under this Note on the date on which such amount is due;

(b)

the Purchaser fails to perform, observe or comply with any other covenant or provision of this Note or any security given by the Purchaser to the Agent and such failure remains unremedied for five (5) days or as otherwise provided herein;

(c)

any representation or warranty made by the Purchaser in any security given by the Purchaser to the Agent is incorrect or misleading;

(d)

the Purchaser ceases to carry on any material part of its business;

(e)

the Purchaser fails to pay the principal of, or premium or interest on, any of its debt (excluding debt under this Note) which is outstanding in an aggregate principal amount exceeding Two Hundred Fifty Thousand Dollars (Cdn $250,000) when such amount becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to the debt or any other event occurs or condition exists, and continues after the applicable grace period, if any, specified in any agreement or instrument relating to any debt of the Purchaser, if the effect of such event is to accelerate, or permit the acceleration of the debt;

(f)

any judgment or order for the payment of money in excess of Two Hundred Fifty Thousand Dollars (Cdn $250,000) is rendered against the Purchaser and either (i) enforcement proceedings have been commenced by a creditor upon the judgment or order, or (ii) there is any period of fifteen (15) consecutive days during which a stay of enforcement of the judgment or order, by reason of a pending appeal or otherwise, is not in effect;

(g)

the Purchaser sells, transfers or otherwise disposes of, or enters into an agreement to sell, transfer or otherwise dispose of, its assets in excess of Two Hundred Fifty Thousand Dollars (Cdn $250,000), in the aggregate, except in relation to a sale of inventory in the ordinary course of business;

(h)

the Purchaser makes or causes any of the Corporations to make any capital expenditure in excess of Two Hundred Fifty Thousand Dollars (Cdn $250,000) in the aggregate;

(i)

the Purchaser (i) becomes insolvent or generally not able to pay its debts as they become due, (ii) admits in writing its inability to pay its debts generally or makes a general assignment for the benefit of creditors, (iii) threatens to institute, institutes or has instituted against it any proceeding seeking (x) to adjudicate it a bankrupt or insolvent, (y) liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan of compromise or arrangement or other corporate proceeding involving its creditors, or (z) the entry of an order for relief or the appointment of a receiver, trustee, liquidator, administrator or other similar official for it or for any substantial part of its properties and assets, and in the case of any such proceeding instituted against it (but not instituted by it), either the proceeding remains undismissed or unstayed for a period of thirty (30) days, or any of the actions sought in such proceeding (including the entry of an order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its properties and assets) occurs, or (iv) takes any corporate action to authorize any of the above actions;

(j)

the existence of any hypothecation, mortgage, pledge, security interest, assignment in respect of, or the occurrence of any act encumbering any of the assets of the Purchaser or any of the Corporations (excluding the security interest of the Agent on behalf of the Vendors or as contemplated by paragraph (k) below, if such security interest is subordinate in priority to that of the security interest of the Agent on behalf of the Vendors) resulting in a security interest or encumbrance senior in priority to that of the security interest of the Agent on behalf of the Vendors;

(k)

the Purchaser or any of the Corporations incurs, assumes or becomes liable for any indebtedness in excess of Two Hundred Fifty Thousand Dollars (Cdn $250,000) in the aggregate, other than (i) indebtedness owed to the Vendors or (ii) as contemplated by the Purchase Agreement and the transactions contemplated thereby (including without limitation, the business loan owed by Prime to Canadian Imperial Bank of Commerce (CIBC)) provided, however, that Purchaser shall not change the existing terms of the indebtedness contemplated by the Purchase Agreement and the transactions contemplated thereby nor grant new security thereunder;

(l)

the guarantee or indemnification by the Purchaser or any of the Corporations of, or the grant of security by the Purchaser or any of the Corporations for, the debts or obligations of any person, other than in the ordinary course of business;

(m)

the making of any loans or the granting of any other financial assistance to any person by the Purchaser or any of the Corporations;

(n)

the Purchaser, without the prior written consent of the Agent, ceases to own and control, beneficially and of record, directly or indirectly, One Hundred Percent (100%) of the equity interests (voting or otherwise) in any of the Corporations;

(o)

the termination of Xie’s employment by Prime without “Cause” (as such term is defined in the employment agreement among Xie and Prime dated the date hereof) or by Xie for “Good Reason” (as such term is defined in the employment agreement among Xie and Prime dated the date hereof);

(p)

the Purchaser or the Corporations increase the compensation or employee benefits of their respective employees on an aggregate basis by more than Five Percent (5%) per annum except for any year-end bonuses to be paid to the employees thereof in respect of the 2013 year in the ordinary course of business consistent with prior years;

(q)

the amendment of the articles or by-laws of the Purchaser or any of the Corporations, except as contemplated by the Purchase Agreement and the transactions contemplated thereby;

(r)

there is a purchase or redemption by the Purchaser or any of the Corporations of any of their respective securities, except as contemplated by (i) the Purchase Agreement and the transactions contemplated thereby, and (ii) the exchangeable share terms as set out in the articles of the Purchaser which sets forth the rights, privileges, restrictions and conditions of the Consideration Stock (as such term is defined in the Purchase Agreement);

(s)

the Purchaser or any of the Corporations issues any shares, options, warrants or any other type of securities;

(t)

the declaration, payment or setting aside for payment of any dividend, the distribution of any surplus or earnings, the return of any capital, the repayment or retirement of any indebtedness of the Purchaser or any of the Corporations to any shareholder thereof, or any other payment or distribution of assets of the Purchaser or any of the Corporations to any shareholder thereof;

(u)

the Purchaser or any of the Corporations purchases, establishes or acquires in any manner any new business undertaking;

(v)

there has occurred any material change in the line of business or the taking of any action which may lead to or result in such material change of the Purchaser or any of the Corporations;

(w)

the entering into by the Purchaser or any of the Corporations of any non-arms’ length transaction with any director, officer or shareholder of the Purchaser or any of the Corporations or any of their respective related parties, except (i) as contemplated by the Purchase Agreement and the transactions contemplated thereby and (ii) in each case for compensation arrangements and expense reimbursement set forth in a business plan previously approved by the Agent;

(x)

the taking or institution by the Purchaser of any proceedings for the winding up, reorganization or dissolution of the Purchaser or any of the Corporations;

(y)

the amalgamation, consolidation, merger of, or the entering into of any agreement to amalgamate, consolidate or merge, the Purchaser or any of the Corporations with any corporation, partnership, joint venture or firm, or the continuance or corporate reorganization of the Purchaser or any of the Corporations of any kind;

(z)

the Purchaser or any of the Corporations changes its name or the location of its business or chief executive office;

(aa)

the Purchaser or any of the Corporations acquires of the securities of, or any material part of the property or assets of, any other entity;

(bb)

there is a change in control of the Purchaser without the prior written consent of the Agent, where “change of control” means, on or after the date hereof, any change to the legal or organizational structure of the Purchaser or any change in the composition of its shareholders as of the Closing Date shall occur which would result in any shareholder or group acquiring Fifty Percent (50%) or more of any class of shares of the Purchaser, or that any person (or group of persons acting in concert) shall otherwise acquire, directly or indirectly, the power to elect a majority of the board of directors of the Purchaser or otherwise direct the management or affairs of the Purchaser by obtaining proxies, entering into voting agreements or trusts, acquiring securities or otherwise;

(cc)

the Purchaser causes any of the Corporations to change the signing authority on any of the bank accounts of the Corporations; and

(dd)

the failure of the Purchaser to notify the Agent of any Event of Default or pending Event of Default as provided for herein.

(a)

diligence, presentment, demand and protest, and notice of presentment, dishonour, intent to accelerate, acceleration, protest, non-payment, release, compromise, settlement, extension or renewal of this Note; and

(b)

the benefit of all applicable valuation, appraisal and exemption laws.