Unassociated Document


    
       

      EXHIBIT
10.17.6

       

    

    Henan
Rural Credit Cooperatives

     

    Maximum Mortgage
Agreement

     

     

    No.090
(2008) of Maximum Mortgage Agreement of Rural Credit Cooperatives

     

    Lender:
Xiangyang Credit Union
of Zhengzhou Rural Credit Cooperatives

     

    Borrower:
Henan
Gerui Composite Material Stock Co., Ltd.

     

    Mortgagor:
1、Henan Jingfa Properties Co.,
Ltd.

     

                
2、________________________________

     

     

    In pursuance to the relevant laws and
regulations of the State, Lender, Borrower and Mortgagor hereby entered
this Contract after consideration of the foregoing and the mutual covenants and
conditions contained herein:

     

    Article I
In pursuance to the need of the Borrower and the capability of the Lender, from
April 24, 2008
to April 22,
2009, the Lender shall release a maximum loan with an amount not
exceeding Renminbi three million eight hundred
thousand Yuan to the Borrower. Within this time limit and the maximum
loan limit, the Mortgage procedure shall not be processed for every
transaction.

     

    Article
II Within the aforementioned time limit, the final due date of every loan shall
not exceed the aforementioned expiration date. The amount, purpose, time limit,
and interest rate shall be determined by the loan note. The loan note shall be
an integral part of this Contract and shall have the same legal
force.

     

    Article
III Mortgage Guarantee:

     

    (I) The
Mortgagor is willing to take a property with an appraisal value of eight million
two hundred twenty-five thousand and nine hundred Yuan (see Mortgage list for
details) in which the Mortgagor has the disposal right and uses it as Mortgage
for the Borrower.

     

    (II) The
scope of Mortgage guarantee includes the principle and interests of the loan and
the costs of actualizing the creditor’s rights;

     

    (III) The
effectiveness of Mortgage and accessory objects, accessory right, and yield of
Mortgage

     

    (IV) The
mortgage period shall commence from the day of mortgage until all the debts
included in the guarantee scope have been fully repaid;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (V) The
mortgage properties in the Mortgage list shall be kept and utilized by the
Mortgagor during the mortgage period. Moreover, the Mortgagor shall be
responsible for the maintenance and preservation of the Mortgage. The
certificate of proof of ownership of the Mortgage shall be kept by the
mortgagee;

     

    (VI) The
Mortgages listed under the Mortgage list shall not be included in the scope of
bankruptcy. The portion exceeding the principle and interests of the loan and
all the relevant costs may be included in the scope of bankruptcy.

     

    Article
IV Promise of Borrower

     

    (I) The
principle and interests of the loan must be paid timely;

     

    (II) The
loan must be utilized according to the stated purpose;

     

    (III) The
actual balance sheet and income statement and information of all the bank
accounts and account balances must be provided to the Lender
monthly;

     

    (IV) The
inspection and supervision from the Lender regarding the utilization of the loan
and activities of production, operation, and financial affairs must be
accepted;

     

    (V) Where
change in legal representative, address of legal entity, address of operation,
and registered capital has occurred, the Lender shall be promptly
notified;

     

    (VI)
Where a change in operation system has occurred, such as contractual operation,
lease, merger, separation, restructuring, or external investment, the Lender
must be informed in advance, and the debt and the repayment measures must be
secured.

     

    Article V
Promise of Mortgagor

     

    (I) The
Mortgagor shall have the disposal right regarding the Mortgage listed in this
Contract. In case that a property with a lease is mortgaged, the mortgagee shall
be notified in writing.

     

    (II) The
safety and completeness of the Mortgage shall be assured, and the necessary cost
for the maintenance and preservation of the Mortgage shall be borne by the
Mortgagor;

     

    (III) The
Mortgage shall be insured. During the mortgage period, the Lender shall be the
first beneficiary of the insurance. The insurance policy shall be kept by the
Lender. The Mortgagor shall be responsible to renew the insurance policy upon
expiration of the insurance policy of the Mortgage. Where a loss of the Mortgage
has occurred during the insurance period, the Mortgagor shall use the insurance
compensation to repay the corresponding amount of the principle and interests of
the loan first. Should the compensation fail to fully repay the corresponding
principle and interest of the loan, the Mortgagor shall be responsible to
compensate the amount or provide additional Mortgage;

     

    (IV)
Where the Mortgage is damaged, lost, or devalued as result of other factors
during the mortgage period, the Mortgagor shall be responsible to restore the
value of the Mortgage within 30 days or provide the guarantee equivalent to the
reduced value;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (V) The
Mortgagor must receive an approval from the Lender when transferring the
Mortgage with compensation during the mortgage period. Regarding the fund
received from the transfer of the Mortgage, the procedure of deposit and
withdrawal of the fund shall be handled with the mortgagee or the creditor’s
right shall be repaid to the mortgagee in advance;

     

    (VI) The
inspection and supervision of the Mortgage by the Lender shall be
accepted.

     

    Article
VI Promise of Lender

     

    (I) The
loan shall be timely and sufficiently provided to the Borrower;

     

    (II) The
certificate of proof of ownership of the Mortgage shall be properly stored and
returned immediately upon settlement of the principle and interests of the
loan;

     

    (III) No
additional costs outside of the contract shall be collected from the
Borrower;

     

    (IV) The
information provided by the Borrower shall be kept confidential.

     

    Article
VII Where the Borrower cannot timely repay the loan due to special circumstance,
the Borrower may, after assuring that the procedure of the relevant Mortgage
guarantee has been processed, submit an extension application to the Lender
with ten days
in advance before the expiration of the loan. The repayment of loan can only be
delayed after approval from the Lender and the signing of the extension
agreement. However, the interest rate of the loan shall be determined according
to the level of the accumulative time limit of the loan.

     

    Article
VIII Responsibility of Breach of Contract

     

    (I)
Breach of Contract by Borrower

     

    1. Where
the Borrower fails to timely repay the principle of the loan without approval of
extension of loan, an interest with 0.43575‰per day shall
be collected starting from the day of delay

     

    2. Where
the Borrower fails to timely pay the interest of loan, compound interest shall
be collected according to the relevant provisions.

     

    3. Where
the Borrower fails to use the loan according to the purpose stated in the
Contract, an interest with 0.529125‰ per day
shall be charged for the amount and period in breach.

     

    4. Where
the Borrower violates the content of Paragraph (III) to (VI) of Article IV of
this Contract, the Lender shall have the right to stop releasing the remaining
loan amount stated in this Contract and to recover the loan in
advance.

     

    (II)
Breach of Contract by Lender

     

    1. Where
the Lender fails to timely and sufficiently provide the loan to the Borrower, a
penalty of 0.43575‰ per day
based on the amount in breach and the number of days of delay shall be paid to
the Borrower.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Where
the certificate of proof of ownership of the Mortgage is lost, the Lender shall
be responsible to handle the necessary registration procedure at the relevant
departments until the certificate of proof of ownership has been re-issued. The
cost shall be borne by the Lender.

     

    3. The
Lender shall have the right to refuse when violation of Paragraph (III) of
Article VI has occurred and lodge a complaint to the People’s Bank of China when
violation of paragraph (iv) has occurred.

     

    (III)
Breach of Contract by Mortgagor

     

    Where the
Mortgagor violates any content of the terms stipulated under Article V of this
Contract causing the Lender to suffer loss as a result of failure of actualizing
the mortgage right, the Mortgagor shall bear the compensation
responsibility

     

    Article
IX The Lender may directly deduct the loan amount from the account of the
Borrower upon expiration of the loan or in accordance with the terms stipulated
under Article VIII of this Contract regarding early recovery of
loan.

     

    Article X
The Borrower or the Mortgagor shall be responsible for handling the registration
procedure. All the necessary authentication, appraisal, and registration costs
shall be borne by the Borrower.

     

    Article
XI Other Agreed Matters

     

    1.                                                                                                                                 

     

    2.                                                                                                                                 


            

                                                                                                                                                  
   

     

    Article
XII All disputes shall be governed by the local People’s Court of the
lender.

     

    Article
XIII Any matter not discussed in this Contract shall be handled in accordance
with the relevant laws and regulations of the State and the relevant provisions
on Mortgage loans of bank.

     

    Article
XIV This Contract shall come into force upon signing and affix of seal by all
parties and after the Mortgage has been legally enacted.

     

    Article
XV This Contract is made out in three original copies with the Borrower, the
Lender, and the Mortgagor holding one copy each.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Borrower

               

              Borrower:
      Henan Gerui Composite Material Stock Co., Ltd. 
      (Signature/Seal)

               

              Address:
      Shuanghu Economic Development Zone

               

              Legal
      Representative: Mingwang
      Lu         (Signature/Seal)

              (Authorized
      Representative)

              4100001005404

              2000.12.31
      – 2025.12.1

              Name
      of Credit Union (Bank) & Account Number: 

              Xiangyang
      Credit Union 8550060096064

               

            	
              Lender

               

              Lender:
      Xiangyang Credit Union of Zhengzhou Rural Credit Cooperatives
      (Signature/Seal)

               

               

              Legal
      Representative: Mingkun
      Li              (Signature/Seal)

               

               

               

              Handling
      Person: Lei
      Cao                    (Signature/Seal)

            
	
              Mortgagor

               

              Mortgagor:
      Henan Jingfa Properties
      Co.,
      Ltd.                                                       

              (Signature/Seal)

               

              Address:

               

              Legal
      Representative: Baijun
      Tian                                                                  

              (Signature/Seal)

              (Authorized
      Representative)

               

              Name
      of Credit Union (Bank) & Account
      Number:     4100001005158                      

              (Signature/Seal)

              2000.6.14
      – 2008.8.14

               

            


    

     

    Contract
Date: April 21,
2008

     

    Contract
Location: Xiangyang
Credit Union

     

    Attachments
of Contract:     1. List of
Mortgage

     

                                                             
2.

     

    Supervised
by Henan Credit Union