fex10ix_covenant.htm


     

    Exhibit 10.9

    
 

    PROMISSORY
NOTE

     

    RMB
2,200,000 Philadelphia, Pennsylvania

    March 23,
2010

     

    FOR VALUE
RECEIVED, the undersigned individuals (“Makers”) residing in the Peoples
Republic of China hereby jointly and severally promise to pay to the order of
ChongQing Sysway Information Technology Co. Ltd. ("Payee"), in immediately
available funds at such place or other address as Payee hereof may designate,
the principal sum of RMB 2,200,000, payable as set forth below.

     

    The
entire principal balance will be payable in full on or before April 15,
2010.

     

    This Note
may be prepaid at any time, in whole or in part, without interest, penalty or
premium of any kind.

     

    If any
payment of principal or interest on this Note shall become due on a day which is
a Saturday, Sunday or holiday, such payment shall be made on the next succeeding
business day.

     

    Makers
hereby waive presentment for payment, demand, notice of nonpayment or dishonor,
protest and notice of protest.

     

    No delay
or omission on the part of Payee or any holder hereof in exercising its rights
under this Note, or course of conduct relating thereto, shall operate as a
waiver of such rights or any other right of Payee or any holder hereof, nor
shall any waiver by Payee or any holder hereof of any such right or rights on
any one occasion be deemed a bar to, or waiver of, the same right or rights on
any future occasion.

     

    Makers
shall pay Payee on demand any reasonable out-of-pocket expenses (including
reasonable legal fees) arising out of or in connection with any action or
proceeding (including any action or proceeding arising in or related to any
insolvency, bankruptcy or reorganization involving or affecting Makers) taken to
protect, enforce, determine or assert any right or remedy under this
Note.

     

    This Note
shall bind Makers and the heirs and assigns of Makers, and the benefits hereof
shall inure to the benefit of Payee and the heirs and assigns of
Payee.  All references herein to "Makers" shall be deemed to apply to
Makers and their heirs and assigns, and all references herein to "Payee" shall
be deemed to apply to Payee and its heirs and assigns.

     

    This Note
and the rights and obligations of the parties hereto shall for all purposes be
governed by and construed and enforced in accordance with the substantive law of
the Commonwealth of Pennsylvania without giving effect to principles of conflict
of laws.

     

    
      
         


      

      
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    MAKERS
HEREBY AUTHORIZE AND EMPOWER ANY ATTORNEY OR CLERK OF ANY COURT OF RECORD IN THE
UNITED STATES OR ELSEWHERE TO APPEAR FOR AND, WITH OR WITHOUT DECLARATION FILED,
CONFESS JUDGMENT AGAINST MAKERS IN FAVOR OF PAYEE, AT ANY TIME, FOR THE FULL OR
TOTAL AMOUNT OF THIS NOTE, TOGETHER WITH ALL INDEBTEDNESS PROVIDED FOR THEREIN;
AND THE MAKERS EXPRESSLY RELEASE ALL ERRORS, WAIVE ALL STAY OF EXECUTION, RIGHTS
OF INQUISITION AND EXTENSION UPON ANY LEVY UPON REAL ESTATE AND ALL EXEMPTION OF
PROPERTY FROM LEVY AND SALE UPON ANY EXECUTION HEREON; AND THE MAKERS EXPRESSLY
AGREE TO CONDEMNATION AND EXPRESSLY RELINQUISH ALL RIGHTS TO BENEFITS OR
EXEMPTIONS UNDER ANY AND ALL EXEMPTION LAWS NOW IN FORCE OR WHICH MAY HEREAFTER
BE ENACTED.

     

    IN
WITNESS WHEREOF, Makers intending to be legally bound, have executed this Note
as of the date and year first above written with the intention that this Note
shall constitute a sealed instrument.

     

    Intending
to be jointly and severally responsible for payment of the Note are the
following individuals who are the Makers:

     

     

    
      	/s/ Shi Quansheng­	 
	 SHI QUANSHENG	 
	 	 
	/s/ Song Xiaozhong	 
	SONG XIAOZHONG	 
	 	 
	/s/ Song Guangwei	 
	SONG GUANGWEI	 
	 	 
	/s/ Yuan Rui	 
	YUAN RUI	 


    

     

     

     

    
      
         


      

      
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