Exhibit 10.7


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




	
 

	
 


	
US$     85,625.00

	
Westport, Connecticut

July 3, 2007






                    CHINA
HOLDIINGS ACQUISITION CORPORATION, a Delaware corporation. (“Maker”),
for value received, hereby promises to pay to the order of James D. Dunning. Jr.
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





	
 

	
 


	
US$     36,740.65

	
Westport, Connecticut
 October
11, 2007





                    CHINA
HOLDIINGS ACQUISITION CORPORATION, a Delaware corporation. (“Maker”),
for value received, hereby promises to pay to the order of James D. Dunning, Jr.
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