Exhibit 10.9


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$

	
16,702.00

	
September 14, 2007





                    CHINA
HOLDIINGS ACQUISITION CORPORATION, a Delaware corporation. (“Maker”), for value
received, hereby promises to pay to the order of Gregory E. Smith 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 Sixteen thousand, seven hundred two (US$ 16,702.00). 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