Exhibit 10.10

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$     13,360.00

	
      September 14, 2007





                    CHINA
HOLDIINGS ACQUISITION CORPORATION, a Delaware corporation. (“Maker”), for value received, hereby promises to
pay to the order of Cheng Yan Davis 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 Thirteen
thousand, three hundred sixty (US$
13,360.00). 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