Unassociated Document


    
      
         

        EXHIBIT
10.17.2

      

       

      
        	
                上海浦东发展银行

              	 
      
	
                SHANGHAI
      PUDONG DEVELOPMENT BANK

              	
                Agreement
      for Establishment of Bank Payable
Bills

              


      

    

     

    Agreement
for Establishment of Bank Payable Bills*

    


    To:                        Sub-branch of                                             Branch of Shanghai Pudong
Development Bank       Number:
CD76012008083584

    


    
      	
              Client
      Name:

            	
              Henan
      Gerui Composite Material Stock Co., Ltd.

            	
              Date
      of Application:

            	
              Oct.
      14, 2008

            
	
              Address:

            	
              1
      Xinzheng Shuanghu Economic Development Zone

            	
              Contact
      Person of Client

            	
              Hairong
      Cao

            
	
              Telephone:

            	
              0371-62566757

            	
              Contact
      Person of Financing Bank: (Filled out by the Financing
    Bank)

            	
              Tao
      Jing

            
	
              Fax:

            	
              0371-62566757

            	 
      
	
              The
      Company hereby irrevocably applies to the bank for the establishment of
      bank payable bills in accordance with the undermentioned terms of this
      Agreement:

            
	
              I.
      Important Provisions

            
	
              oThis Agreement
      shall be signed as an auxiliary financing document of the “Financing Limit
      Agreement” (hereinafter referred to as the “Financing Limit Agreement”)
      with a document number
      of           .  After
      entry of force of this Agreement, all of the terms under this Agreement
      shall become part of the Financing Limit Agreement (If the Client has
      already signed a financing limit agreement with the financing bank, this
      item should be checked, and the document number of the financing limit
      agreement should be noted);

               

              oThis Agreement
      shall be an independent credit document signed between the applicant and
      the financing bank (if the Client has not signed a financing limit
      agreement with the financing bank, this item should be
      checked).

            
	
              II.
      Description of Bank Payable bills

              (If
      the financing agreement signed by the customer has provisions regarding
      the rate and penalty rate, the related columns of this Agreement may be
      omitted)

            
	
              Drawer

            	
              See
      Attachment

            	
              Beneficiary

            	
              See
      Attachment

            
	
              Account
      Number

            	
              See
      Attachment

            	
              Account
      Number

            	
              See
      Attachment

            
	
              Paying
      Bank

            	
              See
      Attachment

            	
              Bank
      Name

            	
              See
      Attachment

            
	
              Amount
      in words of Payable Bill

            	
              See
      Attachment

            	
              Payable
      Bill Number

            	
              See
      Attachment

            
	
              Transferable

            	
              oYes     oNo

            	 
      	 
      
	
              Date
      of Issuance

            	 
      	
              Due
      Date

            	
              See
      Attachment

            
	
              Transaction
      Contract

            	
              (Fill
      out name, number, content of transaction contract)   Oct.
      1, 2008

            
	
              Invoice

            	
              oAlready
      Provided   □Provided Later

            	
              oValue-added tax
      invoice  oSales tax
      invoice    

              oGeneral
      invoice               
       oOther
      Invoice

            
	
              Surcharge
      (Rate)

            	
              0.5‰

            	
              Penalty
      (Rate) for Bank Advance

            	
              0.5‰

            
	
              Note:
      Annual interest rate or daily interest rate shall be noted for penalty
      rate.

            
	
              III.
      Description of Guarantee

              (If
      the Financing Limit Agreement signed by the customer has provisions
      regarding the conditions of guarantee, the related columns of this
      Agreement may be omitted)

            
	
              Guarantor:
      /

            	
              Method
      of Guarantee:    oMortgage;    
      oPledge;     
      oGuarantee

            	
              Security
      Ratio: 100%

            


       

      
        	
                *

              	
                This
      form of agreement is also used for the following bank payable
      bills:

              


      

      
        	
                 
      

              	
                Bill
      in amount of RMB 10,000,000 valid from September 1, 2008 to March 1,
      2009

              


      

      
        	
                 
      

              	
                Bill
      in amount of RMB 10,000,000 valid from October 14, 2008 to April 14,
      2009

              


      

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        
          
            
              
                	
                        上海浦东发展银行

                      	 
      
	
                        SHANGHAI
      PUDONG DEVELOPMENT BANK

                      	
                        Agreement
      for Establishment of Bank Payable
Bills

                      


              

            

          

        

      

      
        
          
            	 
	
                    IV.
      General Provisions

                  
	
                    The
      Client hereby confirms that the following general provisions regarding
      establishment of bank payable bills have been read and
agreed:

                    1.
      After the financing bank signs this Agreement, unless bank payable bills
      have been established in accordance with the provisions stipulated under
      this Agreement, the financing bank may cancel the promise of establishing
      bank payable bills as agreed in this Agreement at any time.

                    2.
      Submission of Documents  The Client guarantees that the
      following documents are submitted to the financing bank or the Client
      meets the corresponding conditions prior to the establishment of bank
      payable bills. However, the financing bank has no obligation to examine
      the truthfulness of these documents:

                    (1)
      Duplicate copies of the most recent Articles of Association and business
      license of the Client;

                    (2)
      The resolution of meeting of board of directors authorizing the Client to
      sign this Agreement and the relevant auxiliary financing documents (If the
      Articles of Association of the Client make limitation regarding the
      contract signing power of the legal representative);

                    (3)
      The power of attorney for the authorized representative of the Client and
      a signature sample of the authorized representative;

                    (4)
      This Agreement that is legally and effectively signed by the Client, the
      original copy or duplicate copy of the transaction contract verified by
      the Client, and that sufficient amount of security deposit has been paid
      in accordance with the provisions of this Agreement;

                    (5)
      If the bank payable bills under this Agreement has collateral, the
      collateral document should have already been signed and entered into force
      prior to the establishment of the bank payable bills;

                    (6)
      Other documents and/or conditions requested by the financing bank at
      times.

                    3.
      The Client hereby confirms that: Sufficient amount of security deposit
      shall be paid upon applying for establishment of payable bills. The
      security deposit and the resulting interests shall be used as the
      collateral for execution of this Agreement. Moreover, the Client agrees
      that the security deposit requires no signing of additional collateral
      document. The security deposit shall be possessed by the financing bank on
      the date of deposit into the exclusive account for the security deposit.
      The Client authorizes the financing bank to directly deduct the security
      deposit and the corresponding interests when the financing bank needs to
      make any payment for this Agreement.

                    4.
      Replenishment of Shortage  Irrespective the due date of the bank
      payable bills and whether the financing bank has been requested to pay the
      bank payable bills, the financing bank may request the Client to replenish
      the security deposit to 100% for the bank payable bills already
      established by the financing bank at any time. If the Client fails to
      timely replenish the security deposit as requested by the financing bank,
      10% of the required replenishing amount of the security deposit shall be
      deemed as compensation to the financing bank as breach of contract by the
      Client. In case that the event leads to additional costs incurred on the
      financing bank, the incurred costs shall constitute to the advanced
      payment made by the financing bank. The Client shall immediately return
      the money and bear the penalty interest for advanced payment.

                    5.
      Taxation  Unless the laws require the Client to deduct the
      relevant taxations upon repayment of the financing, the repayment by the
      Client under this Agreement shall be paid in full amount without any
      deduction. In case that the Client must deduct the relevant taxations in
      accordance with the provisions of the laws, the Client shall pay
      additional money to the financing bank, allowing the money received by the
      financing bank equivalent to the amount that should be received by the
      financing bank without any deduction.

                    6.
      Declaration and Guarantee  The Client makes the following
      declarations and guarantees, and that the declarations and guarantees
      shall be deemed being restated by the Client when the financing bank
      provides financing in accordance with the provisions of this
      Agreement:

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            
              
                	
                        上海浦东发展银行

                      	 
      
	
                        SHANGHAI
      PUDONG DEVELOPMENT BANK

                      


              

            

          

          
            
              	
                    
	
                      
                        (1)
      The Client is a company registered and established in accordance with the
      laws of China (excluding Hong Kong and Macau Special Administrative
      Regions and Taiwan; similarly hereinafter), has the right to sign this
      Agreement and any documents associated with this Agreement, and has taken
      the necessary company action, allowing this Agreement and any documents
      associated with this Agreement to be legal, effective, and compulsorily
      executable;

                        (2)
      When the Client signs this Agreement and executes its obligations
      stipulated under this Agreement, the Client shall not and will not violate
      any other signed contracts or documents, articles of association, any
      applicable laws, regulations, or administrative directives, and the
      related documents, ruling, and judgment of the concerning authorities and
      will not be in conflict with any previous arrangements or obligations
      borne by the Client;

                        (3)
      The Client and any of its shareholders and associated companies are not
      involved in any liquidation, bankruptcy, reorganization, being buy-out,
      merger, separation, restructuring, dissolution, shutdown, suspension of
      business or similar legal procedures with no occurrence of any situation
      that may lead to involvement of the aforementioned legal
      procedures;

                        (4)
      The Client is not involved in any economic, civil, criminal,
      administrative litigation procedures or similar arbitration proceedings
      that may lead to unfavorable impact, with no occurrence of any situation
      that may lead to involvement of the Client into the aforementioned
      litigations or similar arbitration proceedings;

                        (5)
      The legal representative, directors, supervisors, or other senior
      managerial personnel of the Client and any major assets of the Client are
      not involved in any compulsory execution, seizure, detainment, freezing,
      lien, or supervisory control, with no occurrence of any situation that may
      lead to involvement of the aforementioned situations;

                        (6)
      The Client guarantees that all the financial statements (if any) have met
      the requirements of Chinese laws. All reports and statements are truthful,
      complete, and fairly reflect the financial state of the Client. All the
      materials, documents, and information, including itself and the guarantor
      provided by the Client to the financing bank during signing and execution
      of this Agreement are truthful, valid, accurate and complete without any
      concealment or omission;

                        (7)
      The Client shall strictly abide by the provisions of the laws and
      regulations regarding its operation activities, shall strictly carry out
      all business operations according to the business license or the legally
      approved business scope, and shall timely complete the annual registration
      renewal procedure;

                        (8)
      The Client guarantees no inexistence of any situation or event that cause
      or may cause unfavorable impact to the ability of the Client executing the
      Agreement.

                        7.
      Promised items: The Client makes the following promises:

                        (1)
      The Client shall strictly observe and execute all the obligations
      stipulated under this Agreement;

                        (2)
      The Client shall timely repay the principal and interests of the financed
      fund and pay the corresponding fees. The Client shall process, receive,
      and abide by all the approvals, authorizations, registrations, and
      licensing required by the applicable laws and shall maintain their
      effectiveness, allowing the Client to legally sign and fulfill the
      obligations stipulated under this Agreement and any other documents
      associated with this Agreement. In case of request from the financing
      bank, the Client shall promptly provide the related proof;

                        (3)
      Within five working days of learning of its possible involvement in an
      economic, civil, criminal, administrative litigation procedures or similar
      arbitration proceedings that may lead to unfavorable impact or within five
      working days of learning of  its major assets are involved in
      any compulsory execution, seizure, detainment, freezing, lien, or
      supervisory control, the Client shall notify the financing bank in writing
      detailing the impact and the remedial measures taken or plan to be
      taken;

                        (4)
      Without a written approval from the financing bank, repayment of large
      amount of debts to a third party other than the financing bank or
      fulfillment of any guarantee liability is prohibited;

                        (5)
      Without a written approval from the financing bank, occurrence of any
      other large amount of debts or existing debts or setting or providing any
      form of collateral with first priority nature to any other debts for
      itself or any third party is prohibited. Starting from the signing date of
      this Agreement to the full repayment of all the debts under this
      Agreement, without a written approval from the financing bank, the Client
      shall not:

                      

                    


            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            
              
                	
                        上海浦东发展银行

                      	 
      
	
                        SHANGHAI
      PUDONG DEVELOPMENT BANK

                      


              

            

          

          
            
              	
                    
	
                      
                        a.
      undergo liquidation, reorganization, bankruptcy, being buy-out, merger,
      separation, restructuring, dissolution, shutdown, suspension of business,
      or similar legal procedures;

                        b.
      undergo sale, lease, donation, transfer or any other types of method of
      disposition of any of its major assets unless necessary to its day-to-day
      operations;

                        c.
      undergo any change in the structuring of share rights;

                        d.
      undergo signing of contract/agreement that may have major unfavorable
      impact to fulfill the obligations stipulated under this Agreement or bear
      any obligations that may have the same impact.

                        (6)
      When specific circumstances or specific changes have occurred to the
      collateral listed under this Agreement, the Client shall timely provides
      other collateral approved by the financing bank in accordance with the
      requirements of the financing bank. The specific circumstances or specific
      changes shall include but not limit to the suspension of production,
      termination of business, dissolution, temporary suspension of operation,
      revoke or suspension of business license, applying for or being requested
      for reorganization, bankruptcy, major changes in operation or financial
      situation, involvement in major legal proceeding or arbitration, and
      involvement of legal representative, directors, supervisor, and chief
      managerial personnel in legal proceedings, devaluation, possible
      devaluation, or seizure of the mortgage property or other property
      preservation measures, actions of breach of contract under collateral
      contract, and request for termination of collateral contract;

                        (7)
      With the request from the financing bank, the Client shall also undergo
      notarization of effective compulsory execution at a notarization office
      appointed by the financing bank. The Client shall bear the costs and shall
      voluntarily accept the compulsory execution;

                        (8)
      The Client shall notify the financing bank at any time for any event that
      may impact the ability of Client to fulfill its obligations stipulated
      under this Agreement or any documents associated with this
      Agreement.

                        8.
      Fees and Expenses  Unless the laws clearly stipulate that the
      taxed items are borne by the financing bank, the Client shall be
      responsible to bear any stamp tax duty and other taxations under this
      Agreement or any documents associated with this Agreement.

                        9.
      Penalty Interest  For any overdue payment by the Client, a daily
      penalty interest with the unpaid money (including unpaid interests) as
      basis shall be charged against the Client starting from the due date to
      the date of actual payment. The penalty interest shall be settled monthly
      and shall be compounded monthly.

                        10.
      Authorization of Repayment and Counterbalance  The Client hereby
      authorizes the financing bank to represent the Client using money
      (irrespective the types of currency) in any accounts opened in the
      financing bank to directly compensate the debts when any due debt is not
      paid, irrespective whether the debt belongs to the debts under this
      Agreement. This authorization is irrevocable. In case that currency
      conversion is involved, the financing bank may undergo conversion in
      accordance with the exchange rate determined by the financing bank. The
      Client shall bear the risk of exchange rate.

                        11.
      Proof of Debts  The financing bank shall maintain a set of
      accounting notes and vouchers related to the business activities
      concerning this Agreement on its accounting books in accordance to its
      general operational guidelines. Other than the obvious errors, the Client
      shall accept that the relevant records of the accounting notes and
      vouchers are the valid proof of the debts of the Client.

                        12.
      Breach of Contract: Any actions, such as violation of any declaration or
      guarantee of this Agreement by the Client or the declarations and
      guarantees are proved ambiguous, untruthful, missing, misleading, or
      already been violated, and/or violation or failure of execution of any
      promised items of this Agreement by the Client and/or violation of any
      provision of this Agreement by the Client, and/or occurrence of any
      incidence that may impact the safety of the loan of the financing bank,
      and/or violation of the provisions of the guarantee documents by the
      guarantor, shall constitute breach of contract by the Client regarding
      this Agreement. The financing bank shall have the right requesting the
      Client to immediately return any money or replenish the security deposit
      and may request the Client to compensate all the losses incurred on the
      financing bank, including attorney
fees.

                      

                    


            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
             

            
              
                	
                        上海浦东发展银行

                      	 
      
	
                        SHANGHAI
      PUDONG DEVELOPMENT BANK

                      


              

            

          

          
            
              	
                    
	
                      
                        13.
      Special Term for Group Client: When the client of this Agreement is a
      group client, the Client hereby agrees that: (1) The Client shall timely
      report any associated transactions over 10% of the net assets of the
      actual fiduciary, including: a. the relationships among all parties of the
      transaction; b. the items and nature of the transaction; c. the amount or
      the corresponding ratio of the transaction; d. pricing policy (including
      non-monetary or token transactions); (2) In case that the actual fiduciary
      has one of the followings, the Client shall be deemed breach of contract,
      and the financing bank shall have the right to unilaterally cancel the
      remaining unused credit with recovery of part or all of the used credits
      or request the Client to pay up to 100% of security deposit: a. providing
      false materials or concealing important operation and financial facts; b.
      arbitrarily altering the purpose of use of credit without approval from
      the financing bank; embezzling the credit or using the bank credit to
      undergo unlawful and illegal transactions; c. using a fake contract with
      receivable notes and account receivables that have no actual trade context
      with an associated party to discount for cash or pledge from bank; d.
      refusing to accept supervision and inspection from the financing bank
      regarding the state of utilization of credit and the related operation and
      financial activities; e. occurrence of major merger, buy-out, and
      restructuring deemed by the financing bank as possible threat to the
      safety of credit; f. intentional evasion of bank creditor’s rights through
      associated transactions.

                        14.
      Other Agreed Terms:                                               

                      

                      
                        15.
      Applicable Laws and Judicial Jurisdiction  The laws of the
      People’s Republic of China (excluding Hong Kong and Macau Special
      Administrative Regions and Taiwan) shall be applicable for this Agreement
      and shall be interpreted by the laws. All disputes in connection with this
      Agreement of the execution thereof shall be governed by the local People’s
      Court of the financing bank, which possesses non-exclusive judicial
      jurisdiction.

                        16.
      Place for Delivery of Litigation  The Client confirms that the
      delivery of the legal documents, such as subpoena and notices, issued
      during the process of any legal proceedings that may have occurred
      regarding this Agreement shall be deemed delivered upon delivery to the
      address listed at the beginning of this Agreement. In case that the
      financing bank is not notified in advance for any change of the
      aforementioned address, the change shall be ineffective to the financing
      bank.

                        17.
      Severability of Articles  In case that certain article or part
      of an article of this Contract is deemed invalid, illegal, or
      unenforceable, the invalid article or the invalid part shall not impact
      the effectiveness, legality, and enforceability of other articles of this
      Agreement.

                        18.
      Within the effective period of this Agreement, the moratorium or delayed
      action granted by the financing bank to the Client for any breach of
      contract or other actions shall not harm, impact, or restrict all the
      rights, interests, and benefits enjoyed by the financing bank as a
      creditor in accordance with the laws and the provisions of this Agreement
      and shall not be deemed as approval from the financing bank regarding the
      act of breach of contract by the Client. Furthermore, it shall not be
      deemed as forfeit of right undergoing legal action against the Client
      regarding the present or future act of breach of contract.

                        19.
      Consistency with the Financing Limit Agreement  In case that a
      discrepancy exists between the Financing Limit Agreement (If present, it
      shall include the effective changes made at times) and this Agreement, the
      provisions of this Agreement shall prevail.

                        20.
      Signing  This Agreement is made out in four original copies,
      with the Client holding one copy and the financing bank holding three
      other copies, which shall come into force upon signing and
      affixing of seal by the legal representative/responsible person or
      authorized representative of both parties and starting on the day of
      application.

                      

                    


            

          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

             

          

          
            
              	
                      上海浦东发展银行

                    	 
      
	
                      SHANGHAI
      PUDONG DEVELOPMENT BANK

                    	
                      Agreement
      for Establishment of Bank Payable
Bills

                    


            

          

          
            	 
	
                    Signing
      Column

                    Both
      parties confirm that, upon signing of this Agreement, both parties have
      undergone detailed explanation regarding all the provisions and that both
      parties have no objection regarding all the terms stipulated under this
      Agreement. Moreover, the legal meaning of the provisions related to the
      rights and obligations and limits of liabilities of all parties, or escape
      clauses are accurately and fully understood.

                  
	
                    Client
      (Official Seal): Henan Gerui Composite Material Stock Co.,
      Ltd.

                     

                     

                    Legal
      Representative (Signature or Seal)

                    or
      Authorized Representative: Mingwang Lu (Seal)

                  	
                    Financing
      Bank (Official Seal): Special Finance Contract Seal of Zhengzhou Branch of
      Shanghai Pudong Development Bank

                     

                    Responsible
      Person (Signature or Seal)

                    or
      Authorized Representative: Xuan Hu
(Seal)

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
Attachment is a supplement to “Establishment of Bank Payable Bills Agreement”
(Agreement Number; CD7601200888) of Shanghai Pudong Development Bank. Two payable bills
have been issued with a total amount of ten million Yuan,
with ten
million Yuan of security deposit, zero Yuan of credit
exposure, and zero Yuan of order
pledge. The constituents of the bank payable bills referred to by this Agreement
are as follows:

    Full Name
of Client: See left bottom corner for the official seal of the Client    Paying Bank:
Banking Department of Zhengzhou Branch of Shanghai Pudong Development Bank    Account No.:
65976090154500000417

    
      
        	
                No.

              	
                Amount
      (Yuan)

              	
                Beneficiary’s
      Account No.

              	
                Beneficiary’s
      Name

              	
                Bank
      Number of Beneficiary’s Bank

              	
                Bank
      Name of Beneficiary’s Bank

              	
                Issuance
      Date of Payable Bill (yyyy/mm/dd)

              	
                Due
      Date of Payable Bill (yyyy/mm/dd)

              	
                Payable
      Bill No.

              
	
                0001

              	
                5000000

              	
                65276030154500000391

              	
                Zhengzhou
      No. 2 Steel Co., Ltd.

              	 
      	
                Zhengzhou
      Da Sub-Branch of Shanghai Pudong Development Bank

              	
                Oct.
      16, 2008

              	
                Apr.
      16, 2009

              	 
      
	
                0002

              	
                5000000

              	
                65276030154500000391

              	
                Zhengzhou
      No. 2 Steel Co., Ltd.

              	 
      	
                Zhengzhou
      Da Sub-Branch of Shanghai Pudong Development Bank

              	
                Oct.
      16, 2008

              	
                Apr.
      16, 2009

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                 
      

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

    

    


    Client
(Official
Seal):                                           Henan
Gerui Composite Material Stock Co., Ltd.

    Legal
Representative or Authorized Representative (Signature or Seal): Mingwang Lu
(Seal)

    Financing
Bank (Official Seal): Special Finance Contract Seal of Zhengzhou Branch of
Shanghai Pudong Development Bank

    Responsible
Person or Authorized Representative (Signature or Seal): Xuan Hu
(Seal)