Unassociated Document


    
      
        
           

          EXHIBIT
10.17.10

           

        

        Agreement
for the Repayment

         

         

        This
agreement (this “Agreement”) is entered into by and amongst the following
parties in Zhengzhou City, Henan Province of the People’s Republic of China
(“PRC”) on March 30, 2008.

         

        Parties
to this Agreement:

         

        Party
A:

         

        Henan
Gerui Composite Material Stock Co. Ltd. (the “Company”)

         

        Address:
No.1 Shuanghu Development Zone, Longhu Town, Xinzheng City

         

        Legal
representative: Lu Mingwang

         

        Party
B:

         

        Lu
Mingwang

         

        ID No.:
410111195212132018

         

        Domicile
place: Fu-22 #1 Building, No.62 Longhai Middle Road, Erqi District,
Zhengzhou

         

        Party
C:

         

        Lu
Baiwang

         

        ID No.:
410102194909123014

         

        Domicile
place: Fu-10 #2 Building, No.62 Longzhong South Lane, Erqi District,
Zhengzhou

         

        Ren
Shouze

         

        ID No.:
130404195102202439

         

        Domicile
place: 29 #1 Building, No.60 Yard, Xinghua South Street, Erqi District,
Zhengzhou

         

        Yue
Tiansui

         

        ID No.:
41011119491118201X

         

        Domicile
place: Fu-36 #2 Building, No.62 Longzhong South Lane, Erqi District,
Zhengzhou

         

        Bai
Zhensheng

         

        ID No.:
410105195412021059

         

        Domicile
place: 12 # 14 Building, No.7 Yard, Weier Road, Jinshui District,
Zhengzhou

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Lu
Yi

         

        ID No.:
410103197508182419

         

        Domicile
place: Fu-22 #1 Building, No.62 Longhai Middle Road, Erqi District,
Zhengzhou

         

        Zhang
Qihong

         

        ID No.:
410103196709047008

         

        Domicile
place: 22 # 1 Building, No.339 Yard, Gongren Road, Zhongyuan District,
Zhengzhou

         

        Lu
Mingwang

         

        ID No.:
410111195212132018

         

        Domicile
place: Fu-22 #1 Building, No.62 Longhai Middle Road, Erqi District,
Zhengzhou

         

        Chen
Zheyu

         

        ID No.:
410311195403184516

         

        Domicile
place: No.268 Dehua Street, Erqi District, Zhengzhou

         

        Zhang
Shuiping

         

        ID No.:
130404195705093016

         

        Domicile
place: 47 # 39 Building, No.108 Yard, Changjiang East Road, Erqi District,
Zhengzhou

         

        Liu
Bingshen

         

        ID No.:
410311196302164537

         

        Domicile
place: Fu-46 #8 Building, Shichang South Street, Erqi District,
Zhengzhou

         

         

        Whereas,

         

        
          	
                  1.  

                	
                  Party
      A, Henan Gerui Composite Material Stock Co. Ltd. (the “Company”), is a
      stock company limited established and validly existing under the laws of
      PRC. The Company owns independent legal personality, and enjoys rights and
      undertakes obligations in the name of legal person when dealing with other
      parties;

                


        

         

        
          	
                  2.  

                	
                  Party
      B and Party C are the legal shareholders of Party A. Among them, Party B
      contributes RMB 10.40 million, representing 40% of the stock right of
      Party A, and being the controlling shareholder of Party
  A;

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  3.  

                	
                  As
      of November 30, 2007, Party B and Party C, in the name of borrowing,
      obtain from Party A Renminbi borrowing, which thus incurs creditor and
      debtor relationship with Party A. The parties do not disagree to such
      creditor and debtor relationship and the amount of such
      borrowing;

                


        

         

        
          	
                  4.  

                	
                  Party
      A passed a resolution on February 24, 2008, declaring to distribute all
      unallocated profits as of December 31, 2007, which amount to RMB 175.00
      million (“Unallocated Profits”). As of the date of this Agreement’s
      conclusion, Party A has not paid to Party B and Party C such Unallocated
      Profits.

                


        

         

        
          	
                  5.  

                	
                  Party
      A has claimed the aforesaid creditor’s rights against Party B and Party C,
      and the latter parties agree to refund the debts to Party
    A;

                


        

         

        The
Parties reach this Agreement in accordance with the provisions set forth in
General Principles of the
Civil Law of the People’s Republic of China and Contract Law of the People’s
Republic of China, with the terms and conditions as follows:

         

        Article
1  Manner of Repayment

         

        
          	
                  1.1 

                	
                  Party
      B and Party C agree to waive the right of collecting Unallocated Profits
      within the scope of the borrowing listed by Party A, and refund the
      borrowing stated hereunder with such Unallocated
  Profits.

                


        

         

        Article
2  Undertaking and Warrant

         

        
          	
                  2.1

                	
                  In
      view of the balance left from the amount of borrowing from Party A to
      Party B and Party C stated hereunder deducting the amount of Party A’s
      Unallocated Profits, upon a consensus reached between Party B and Party C,
      Party B is voluntary to discharge the aforesaid whole debts for and on
      behalf of Party C. Nevertheless, other provisions stipulated in the
      Borrowing Contract between Party A and Party C are not bound upon Party B
      unless the ones Party B definitely indicates to
  accept.

                


        

         

        
          	
                  2.2

                	
                  Any
      other agreements or creditor's rights and debts entered into by and
      between Party B and Party C or any third party are irrelevant with this
      Agreement. After this Agreement comes into force, Party B shall not refuse
      to fulfill this Agreement on account of invalidity, cancellation or
      dissolution of any other agreements or creditor’s rights and debts entered
      into by and between Party B and Party C or any third
  party.

                


        

         

        
          	
                  2.3

                	
                  Party
      B shall not refuse to fulfill the obligations agreed in this Agreement on
      account of any faults in Party C.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Article
3  Rights and Obligations

         

        
          	
                  3.1

                	
                  Party
      B’s failing to discharge its debts in full and in a timely manner pursuant
      to this Agreement shall not forfeit Party A’s rights to recover from Party
      C. Party C shall discharge the arrears and interests arising from overdue
      payments to Party A according to the borrowing checklist stated
      hereunder.

                


        

         

        
          	
                  3.2

                	
                  After
      discharging the debts for and on behalf of Party C, Party B shall have the
      right to request Party C to refund it according to the checklist stated
      hereunder.

                


        

         

        
          	
                  3.3   

                	
                  Party
      B can make arrangements with Party C in whole or in part, jointly or
      severally with respect to deadline of payment, manner of repayment,
      guarantee and other matters. Nevertheless, if Party C in whole or in part
      fails to discharge the debts in full and in a timely manner, Party B shall
      have no right to request Party A to return the payments discharged by
      Party B for and on behalf of Party C mentioned in Clause 1.1
      herein.

                


        

         

        Article
4  Default and Remedy

         

        If due to
the reasons attributable to Party B, the provisions in Article 1 herein are not
fulfilled in due course, Party B shall pay to Party A liquidated damages
equivalent to 0.5‰ of the total amount of arrears of Party B and Party C on a
daily basis.

         

        Article
5  Governing Law and Dispute Resolution

         

        
          	
                  5.1

                	
                  Conclusion,
      effectiveness, interpretation, fulfillment and dispute resolution of this
      Agreement are governed and construed by the laws of the People’s Republic
      of China.

                


        

         

        
          	
                  5.2

                	
                  Any
      and all disputes arising from or in connection with this Agreement can be
      resolved by and amongst the parties through friendly consultation. If such
      consultation cannot resolve or any party is unwilling to resolve such
      disputes through consultation, either party can refer such disputes to the
      court with jurisdiction for
settlement.

                


        

         

        
          	
                  5.3

                	
                  The
      disputes referred herein mean any and all disputes incurred by and amongst
      the parties with respect to interpretation of contractual effectiveness
      and contents, fulfillment, default liabilities and modification,
      dissolution and termination of this
Agreement.

                


        

         

        Article
6  Effectiveness and Miscellaneous

         

        
          	
                  6.1

                	
                  This
      Agreement shall come into force as of the date appearing on the first
      paragraph herein on which the legal representatives or authorized
      representatives of the parties sign their names and affix their companies’
      official seals.

                


        

         

        
          	
                  6.2

                	
                  This
      Agreement constitutes all agreements by and amongst the parties in regard
      to the subject matter of this Agreement, and supersedes any prior
      intentions or understandings by and amongst the parties. Modification of
      this Agreement shall have the authorized representatives of the parties
      enter into a written agreement.

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  6.3

                	
                  Without
      the other parties'/party’s prior written consent, neither party shall be
      allowed to assign any of its rights or obligations hereunder. This
      Agreement shall be bound upon all parties and their respective successors
      and permitted assignees.

                


        

         

        
          	
                  6.4

                	
                  Ineffectiveness
      of any clause of this Agreement shall not affect the effectiveness and
      enforcement of any remaining clauses of this
  Agreement.

                


        

         

        
          	
                  6.5

                	
                  This
      Agreement is written in Chinese. It is made in eleven counterparts in
      original, one copy being kept by each party, with the same legal
      authenticity.

                


        

         

        
          	
                  6.6

                	
                  Appendix
      of this Agreement is an integral part of this Agreement, which is of the
      same legal authenticity as this
Agreement.

                


        

         

        


         

         

        Party A
(sign):      

         

         

        Legal
representative or authorized representative:

         

        Party B (sign): 

                                          
 

         

        Party C (sign):