Exhibit 10.6


THESE SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE
IN CONNECTION WITH ANY DISTRIBUTION
THEREOF AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION
WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR HOLDER, CONCURRED IN BY COUNSEL FOR MAKER,
THAT SUCH REGISTRATION AND
QUALIFICATION ARE NOT REQUIRED.


CHINA HOLDINGS
ACQUISITION CORPORATION


PROMISSORY NOTE


	
  

 	
  

 
	
  

 	
 Westport, Connecticut

 
	
 US$     85,625.00

 	
 July 3, 2007

 



                    CHINA
HOLDIINGS ACQUISITION CORPORATION, a Delaware corporation. (“Maker”), for value received, hereby promises to
pay to the order of Paul K. Kelly or holder (“Holder”), thirty days after the Maker
consummates an Initial Public Offering of its Common Stock, or June 30,
2008, whichever occurs first, in lawful money of the United States at the
address of Holder at 33 Riverside Avenue, 5th
Fl., Westport, CT 06880, the principal amount of Eighty-five thousand, six hundred twenty-five (US$ 85,625.00). This
Note shall not bear any interest. This Note may be prepaid without
penalty, in whole or in part, at any time and from time to time, provided that
accrued and unpaid interest through the date of such prepayment on the
principal amount so prepaid shall be paid concurrently
with such prepayment.


                    The
occurrence of any of the following shall be an Event of Default:


                    (a)
Maker shall fail to pay any of
its obligations under this Note on the date when due; or


                    (b)
Maker shall default in any payment of
principal of or interest on any material indebtedness or contingent
obligation (other than its obligations under this Note), or any other event
shall occur the effect of which is to permit
such indebtedness or contingent obligation to be declared, or such indebtedness or contingent obligation shall
otherwise become, due prior to its stated maturity; or


                    (c)     (i) Maker shall (A) commence any case,
proceeding or other action under any existing
or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, (B) commence any
case, proceeding or other action seeking appointment of a receiver, trustee,
custodian or other similar official for it
or for all or any substantial part of its assets, or (C) make a general
assignment for the benefit of its creditors;


                              (ii)
There shall be commenced against Maker any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in
the entry of an order for relief or any such adjudication or
appointment, or (B) remains undismissed, undischarged or unbonded for a period
of sixty (60) days;


                              (iii)
There shall be commenced against Maker any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any






substantial
part of its assets that results in the entry of an order for any such relief
that shall not have been vacated,
discharged, stayed or bonded pending appeal within sixty (60) days from the
entry thereof;


                              (iv)
Maker shall take any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any of the acts
set forth in clause (i), (ii), or (iii) above; or


                              (v)
Maker shall generally not, shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;
or


                    (d)
One or more judgments or decrees material to Maker shall be entered against Maker not paid or fully covered by insurance and
all such judgments or decrees shall not have been vacated, discharged or stayed or bonded pending
appeal within sixty (60) days from the entry thereof.


Upon the
occurrence of an Event of Default, Holder may declare the outstanding principal
balance hereof immediately due and payable
and Maker shall immediately pay to Holder such amount, with interest accrued but unpaid thereon to the date of payment
in full at the applicable rate provided herein.


                    If
this Note is placed in the hands of attorneys for collection after default, or
the indebtedness represented hereby or any part thereof is collected in
bankruptcy, receivership or other judicial proceedings, Maker agrees to pay, in addition to the principal
and interest payable hereunder, attorneys’ fees and court and other
costs of collection incurred by Holder.


                    Maker
and all endorsers, sureties and guarantors hereof, and other persons liable for
the liabilities of Maker, hereby jointly and
severally waive presentment, demand for payment, notice of dishonor, protest, notice of protest, all other
notices or demands in connection with the delivery, acceptance,
performance, default, endorsement or guaranty of this Note and the right to
trial by jury, and hereby consent to any and all extensions of time, renewals,
releases of liens, waivers or modifications that may be made or granted by Holder with respect hereto. No delay by Holder
in exercising any power or right
hereunder shall operate as a waiver of any power or right, nor shall any single
or partial exercise of any power or right preclude other or further exercise
thereof or the exercise of any other power or right hereunder or otherwise. No waiver or modification
of the terms hereof shall be valid unless in writing signed by Holder and then only to the extent
therein set forth.


                    THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


	
  

 	
  

 	
  

 
	
  

 	
 CHINA
 HOLDINGS ACQUISITION

 
	
  

 	
 CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	
 


 
	
  

 	
  

 	
 Name: Paul K. Kelly

 
	
  

 	
  

 	
 Title: Chief
 Executive Officer

 








THESE SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE
IN CONNECTION WITH ANY DISTRIBUTION
THEREOF AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION
WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR HOLDER, CONCURRED IN BY COUNSEL FOR MAKER,
THAT SUCH REGISTRATION AND
QUALIFICATION ARE NOT REQUIRED.


CHINA HOLDINGS
ACQUISITION CORPORATION


PROMISSORY NOTE


	
  

 	
  

 
	
  

 	
 Westport, Connecticut

 
	
 US$     36,740.65

 	
 October 11, 2007

 



                    CHINA
HOLDIINGS ACQUISITION CORPORATION, a Delaware corporation. (“Maker”), for value received, hereby promises to
pay to the order of Paul K. Kelly or holder (“Holder”), thirty days after the Maker
consummates an Initial Public Offering of its Common Stock, or June 30,
2008, whichever occurs first, in lawful money of the United States at the
address of Holder at 33 Riverside Avenue, 5th
Fl., Westport, CT 06880, the principal amount of Thirty-six thousand, seven hundred forty and 65/100 (US$ 36,740.65). This
Note shall not bear any interest. This Note may be prepaid without
penalty, in whole or in part, at any time and from time to time, provided that
accrued and unpaid interest through the date of such prepayment on the
principal amount so prepaid shall be paid concurrently
with such prepayment.


                    The
occurrence of any of the following shall be an Event of Default:


                    (a)
Maker shall fail to pay any of
its obligations under this Note on the date when due; or


                    (b)
Maker shall default in any payment of
principal of or interest on any material indebtedness or contingent
obligation (other than its obligations under this Note), or any other event
shall occur the effect of which is to permit
such indebtedness or contingent obligation to be declared, or such indebtedness or contingent obligation shall
otherwise become, due prior to its stated maturity; or


                    (c)     (i) Maker shall (A) commence any case,
proceeding or other action under any existing
or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, (B) commence any
case, proceeding or other action seeking appointment of a receiver, trustee,
custodian or other similar official for it
or for all or any substantial part of its assets, or (C) make a general
assignment for the benefit of its creditors;


                              (ii)
There shall be commenced against Maker any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in
the entry of an order for relief or any such adjudication or
appointment, or (B) remains undismissed, undischarged or unbonded for a period
of sixty (60) days;


                              (iii)
There shall be commenced against Maker any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any






substantial
part of its assets that results in the entry of an order for any such relief
that shall not have been vacated,
discharged, stayed or bonded pending appeal within sixty (60) days from the
entry thereof;


                              (iv)
Maker shall take any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any of the acts
set forth in clause (i), (ii), or (iii) above; or


                              (v)
Maker shall generally not, shall be unable to, or shall admit in writing its inability to, pay its debts as they become due;
or


                    (d)
One or more judgments or decrees material to Maker shall be entered against Maker not paid or fully covered by insurance and
all such judgments or decrees shall not have been vacated, discharged or stayed or bonded pending
appeal within sixty (60) days from the entry thereof.


Upon the
occurrence of an Event of Default, Holder may declare the outstanding principal
balance hereof immediately due and payable
and Maker shall immediately pay to Holder such amount, with interest accrued but unpaid thereon to the date of payment
in full at the applicable rate provided herein.


                    If
this Note is placed in the hands of attorneys for collection after default, or
the indebtedness represented hereby or any part thereof is collected in
bankruptcy, receivership or other judicial proceedings, Maker agrees to pay, in addition to the principal
and interest payable hereunder, attorneys’ fees and court and other
costs of collection incurred by Holder.


                    Maker
and all endorsers, sureties and guarantors hereof, and other persons liable for
the liabilities of Maker, hereby jointly and
severally waive presentment, demand for payment, notice of dishonor, protest, notice of protest, all other
notices or demands in connection with the delivery, acceptance,
performance, default, endorsement or guaranty of this Note and the right to
trial by jury, and hereby consent to any and all extensions of time, renewals,
releases of liens, waivers or modifications that may be made or granted by Holder with respect hereto. No delay by Holder
in exercising any power or right
hereunder shall operate as a waiver of any power or right, nor shall any single
or partial exercise of any power or right preclude other or further exercise
thereof or the exercise of any other power or right hereunder or otherwise. No waiver or modification
of the terms hereof shall be valid unless in writing signed by Holder and then only to the extent
therein set forth.


                    THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


	
  

 	
  

 	
  

 
	
  

 	
 CHINA
 HOLDINGS ACQUISITION

 
	
  

 	
 CORPORATION

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	
 


 
	
  

 	
  

 	
 Name: Paul K. Kelly

 
	
  

 	
  

 	
 Title: Chief
 Executive Officer