Unassociated Document


     

    EXHIBIT
10.17.1

     

    Short-Term
Loan Agreement*

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

    
      
        
          	
                  Client
      Name

                	
                  Henan
      Gerui Composite Material Stock Co., Ltd.

                	
                  Date
      of Application

                	
                  2008.07.23

                
	
                  Address:

                	
                  1
      Xinzheng Shuanghu Economic Development Zone, Zhengzhou

                	
                  Contact

                	
                  Haidong
      Cao

                
	
                  Telephone

                	
                  0371-62566757

                	
                  Contact
      of Financing Bank: (Fill out by the Financing Bank

                	
                  Tao
      Jing

                
	
                  Fax:

                	
                  0371-62566757

                	 
      
	
                  The
      Company hereby irrevocably applies to the bank for a short-term working
      capital loan in accordance with the undermentioned terms of this
      Agreement:

                
	
                  I.
      Important Provisions

                
	
                  oThis Agreement
      shall be the signing of 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 Client and the
      Financing Bank (if the Client has not signed a Financing Limit Agreement
      with the Financing Bank, this item should be checked).

                   

                  oThe purpose of
      this loan for this Agreement is borrowing new loan to return old loan. The
      Guarantors are well aware of the situation. The name of the original
      agreement:           Date
      of
      Signing:         Number:               (If
      the purpose of the load is borrowing new loan to return old loan, then
      this item must be selected).

                
	
                  II.
      Description of Loan

                  (Where
      a Financing Limit Agreement signed by the customer has provisions
      regarding the rate and penalty rate, the related columns of this Agreement
      may be omitted)

                
	
                  Types
      of Short-Term Loan: A. Short-Term Loan with Fixed Time Limit; B.
      Short-Term Loan with borrowing and return at any time

                
	
                  Currency

                	
                  Amount

                	
                  Type

                	
                  Withdrawal
      Date

                	
                  Due
      Date (or Time Limit)

                	
                  Interest
      Rate

                	
                  Method
      of Interest Settlement

                	
                  Overdue
      Penalty Interest Rate

                	
                  Penalty
      Interest Rate for Embezzlement

                
	
                  Renminbi

                	
                  Ten
      Million Yuan

                	
                  A

                	
                  2008.7.23

                	
                  2009.3.18

                	
                  8.217%

                	
                  Monthly

                	
                  10.6821%

                	
                  16.434%

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Description
      of Repayment Method:

                	
                  Repayment
      in one lump sum

                
	
                  Note:
      The Renminbi interest rate is annual interest rate. Floating cycle must be
      noted for floating interest rate.  Due date must be filled out
      for short-term loan with fixed time limit. The due date for short-term
      loan with borrowing and returning at any time refers to the final return
      date for the Client.

                
	
                  III.
      Description of Guarantee

                  (Where
      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:

                	
                  Zhengzhou
      Feida Communication Facilities Engineering Co., Ltd.

                	
                  Method of Guarantee:  oMortgage;  

                  oPledge;  oGuarantee

                
	
                  IV.
      General Provisions

                
	
                  The
      Client hereby confirms that the following general provisions of the Loan
      Agreement have been read and agreed:

                  1.
      After the financing bank signs this Agreement, unless the applied loan has
      been released to the Client in accordance with the provisions stipulated
      under this Agreement, the financing bank may cancel the promise of loan as
      agreed in this Agreement at any
time.

                


        

      

    

     

    
      
        	
                *

              	
                This
      form of agreement is also used for a Loan Agreement dated May 26, 2008 in
      an amount of RMB 10,000,000 valid from May 26, 2008 to May 25,
      2009

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	 
	
                    2.
      Interest Payment Method  Unless specified otherwise, the
      interest payment method under this Agreement shall be calculated daily,
      which shall be paid upon repayment of the principle.

                    3.
      Submission of documents  The Client guarantees that the
      following documents or similar documents meeting the corresponding
      conditions are submitted to the Financing Bank prior to withdrawal of
      fund.  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 makes 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;

                    (5)
      The date of withdrawal appointed by the Client shall be a business day of
      the financing bank;

                    (6)
      Where the loan under this Agreement has guarantee, the guarantee document
      has already been signed and entered into force prior to the
      withdrawal;

                    (7)
      Other documents and/or conditions requested by the financing bank at
      times

                    4.
      In case that the appointed withdrawal date or repayment date is not a
      business day of the financing bank, then the appointed withdrawal date or
      repayment date shall be delayed to the next business day of the Financing
      Bank accordingly. Interest shall be calculated and collected for the
      delayed repayment period.

                    5.
      Early Repayment and Premature Due  For short-term loans with
      borrowing and returning at any time, the Client may undergo early
      repayment at any time before the due date. For short-term loans with fixed
      time limit, other than the situation where the Financing Bank notifies the
      Client regarding the premature due of loan, when the Client undergoes
      early repayment, a written approval must be obtained from the Financing
      Bank, and any costs or losses resulting from the early repayment must be
      fully compensated to the Financing Bank. Any early repayment shall be
      deemed as premature due of loan. Without giving any reason, the Financing
      Bank has the right to notify the Client that the financing under this
      Agreement is prematurely due at any time, and the Client shall immediately
      repay the loan.

                    6.
      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.

                    7.
      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:

                    (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 compulsory
      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, reconstruction, 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 reports (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 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 the inexistence of any situation or event that may
      cause unfavorable impact to the ability of the Client executing the
      Agreement.

                    8.
      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 principle and interests of the financed
      fund and pay the corresponding fees. The Client shall process, receive,
      and abide 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

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

                    b.
      other than the need for the daily operation, undergo sale, lease,
      donation, transfer or any other types of method of disposition of any of
      its major assets;

                    c.
      undergo any change in the structuring of shares;

                    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)
      Where 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 limited 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 reconstruction, 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 proceeding of the guarantor, devaluation,
      possible devaluation, or seizure of the mortgage property, actions of
      breach of contract under guarantee contract, and request for termination
      of guarantee 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.

                      9.
      Fees and Expenses  As for the Financing Bank regarding the costs
      of modification, signing, compulsory execution, notarization, and
      registration of any documents associated with this Agreement, upon request
      from the Financing Bank, the Client shall immediately compensate the
      Financing Bank. 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.

                      10.
      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 until
      the date of actual payment. The penalty interest (including penalty
      interest for embezzlement, if present) shall be settled monthly and shall
      be compounded monthly.

                      11.
      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
      unpaid, 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.

                      12.
      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 shall be the valid proof of the debts of the Client.

                      13.
      Transfer  The Client shall not transfer any rights or
      obligations stipulated under this Agreement. The Financing Bank may
      transfer the rights or obligations stipulated under this Agreement to any
      third party at any time and may disclose any information related to this
      Agreement to a third party, including any information of the Client and
      the guarantor of the Client provided to the Financing Bank for the purpose
      of this Agreement.

                      14.
      Disclosure of Information  The Client agrees that: other than
      the disclosure permitted under Article 13, any information related to this
      Agreement, the Financing Bank may disclose the information to its head
      office, branch institutions, associated institutions, and the employees of
      these institutions. Moreover, disclosures made according to the
      requirements of any laws, regulations, and rules and requests from
      supervision departments, governmental authorities, or juridical
      institutions belong to the situations, where disclosures are
      permissive.

                      15.
      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 ambiguous, untruthful, missing,
      misleading, or already been violated violation, 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
      declaring that the loan is prematurely due and requesting that the Client
      to compensate all the losses incurred on the financing bank, including
      attorney fees.

                      16.
      Special Term for Group Client  Where 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.

                    

                  


          

           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        
          	 
	
                  17.
      Other Agreed Terms: Within the effective
      period of this Agreement, in case that the People’s Bank of China makes an
      adjustment on the prime interest rate, the interest rate of the loan under
      this Agreement shall be adjusted monthly, starting from the following
      month of the day of adjustment of the prime interest
      rate

                  18.
      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.

                  19.
      Place of Delivery for 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.

                  20.
      Severability of Articles  In case that certain article or part
      of an article of this Agreement 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.

                  21.
      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 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.

                  22.
      Consistency with the Financing Limit Agreement  In case that a
      discrepancy exists between the Financing Limit Agreement (if any, it shall
      include the effective changes made at times) and this Agreement, the
      provisions of this Agreement shall prevail.

                  23.
      Signing  This Agreement is made out in four original copies,
      with the Client holding one copy and the financing bank holding three
      copies, which shall come into force upon signing and affix of seal by the
      legal representative/responsible person or authorized representative of
      both parties and starting on the day of application.

                
	
                  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 of all parties are accurately and fully
      understood.

                
	
                  Client
      (Official Seal):

                   

                   

                  Legal
      Representative (Signature or Seal)

                  or
      Authorized Representative

                	
                  Financing
      Bank (Official Seal):

                   

                   

                  Responsible
      Person (Signature or Seal)

                  or
      Authorized Representative