Loan Contract

Exhibit 10.6
 
Contract
No. Xi’an City Commercial Bank (Xincheng) Loan No. 【2009】24.

Loan Contract
 
Name:
Xi’an Kingtone Information Co., Ltd
Account
Bank: Xi’an City Commercial Bank Xincheng Branch
Signed
Date: 2009
 
Xi’an
City Commercial Bank

Borrower:
Xi’an Kingtone
Information Co., Ltd
Lender:
Xi’an City Commercial
Bank Xincheng Branch
Surety:
Xi’an Yuansheng
Industry Co., Ltd,

This
Contract is made in line with the Contract Law of the People's Republic of China
and The General Provisions of Loans of the People's Bank of China to specify the
rights and obligations of parties involved.

            Article 1

            Type
      of the Loan: Short-term
      mortgage

            Article
      2

            Amount
      of the loan (RMB in words): twenty three million
      five hundred thousand RMB

            Article
      3

            Purpose
      of the loan: Repayment of the old
      loan, that is, to repay the loan from Xi’an City Commercial Bank
      (Xincheng), which was loaned in 2008 and with the contract No.
      39.

            Article 4

            Life
      of the loan: from September 28,
      2009 to September 27, 2010.

            Article
      5

            Interest
      rate of loan: The monthly interest rate under this Contract is 6.6375‰。The interest
      should be settled on the monthly
      basis. In case of national adjustment in interest rate, the
      interest shall be calculated as per the national stipulation on the
      interest rate as of the adjusting
day.

            Article
      6

            Source
      of Repayment Capital and Type of Repayment of
  Loan

            1.

            Source
      of Repayment Capital

            1)

      operation
      income                             
      
            2)

      None                                         
      
            3)

            The
      entire assets

            4)

            Other
      Property excluding from the above-mentioned capital
  source.

            2.

            Type
      of Repayment of Loan

The
Borrower shall repay the principal and interest once the loan is due. In case of
failure to pay the due amount by the borrower, the Lender shall be entitled to
collect the amount from the Account opened by the Borrower.

            Article
      7

            Guaranty
      Terms (Item 1 of this Article applies to the loan on guarantee; item 2 of
      this Article is applicable to the Mortgage Loan, Item 3 is applicable to
      Pledge Loan.)

1. The
surety invited by the Borrower to witness the borrower’s loan and subject to the
lender’s approval shall sign the guarantee contract with the lender (Xi’an City
Commercial Bank Xincheng branch No. 24). In case of failing to repay the
principle and interest, the surety shall assume the joint liability and pay the
principle and interest.

2.  The
Borrower (or the third party) mortgaged the land use right of Xi’an Yuansheng
Industry Co., Ltd (refer to the mortgage list.). Upon lender’s inspection, the
mortgaged property can be as the guarantee. The mortgage contract is signed by
and between the mortgager and the lender with the contract No. 24. In case of
failing to pay the due principal and interest, the lender can deposit the
property.

3.
The
borrower (or the third party) impawned no property.

            Article
      8

            The
      legal representative of the borrower, who assumes the joint liability
      shall pay the loan interest on time and render the repayment on
      time.

            Article
      9

            During
      the validation of contract, the borrower shall utilize the loan according
      to the agreed purpose stipulated in this contract, which shall be checked
      by the lender. The borrower shall provide the necessary information about
      loan utilization to the lender.

            Article
      10

            Alternation
      and Cancellation of the Contract

              1.

              Any
      party herein shall not alter or cancel the contract unless other
      stipulations on General Terms of
Loan.

              2.

              In
      case that one party requests to alter or cancel the contract, another
      party’s written consent shall be
obtained.

              3.

              In
      case of alternation or cancellation, the principal or the interest payable
      shall be repaid in accordance with the contract
  herein.

              4.

              The
      borrower or surety shall inform the change of legal representative’s name,
      address, or investment subject. Otherwise, the lender will send the
      corresponding documents to the former address and the borrower or surety’s
      breach herein can be
regarded.

            Article 11

            Liability
      for Breach of Contract

              1.

              The
      borrower shall provide the complete loan certificate to the lender within
      thirty days (postponed if it is holiday) since the signing of the
      contract. In the meantime, the penalty will be calculated in accordance
      with the loan interest rate stipulated herein and overdue
      days.

              2.

              Upon
      receiving the complete loan certificate sent by the borrower, the lender
      shall transfer the loan to the borrower’s account within thirty days
      (postponed if it is holiday) since the execution hereof. In case of the
      delayed transfer by the lender, the lender shall pay the penalty to the
      borrower on the basis of the overdue days and stipulated interest rate
      herein.

              3.
              In
      case the utilization of loan is not satisfied with the contract herein,
      which the lender has found, the lender has the right to claim partial or
      entire loan. In terms of the loan, which the borrower did not properly
      utilize, the lender shall calculate the fine in accordance with
      stipulations of the bank. In case any of the following situation arise,
      the lender can announce the termination of the contract herein prior to
      the expiration, claim partial or entire loan from the borrower and
      negotiate with other banks to clear off the
  loan:

1) loan
fraud; 2) attempt to escape the lender’s inspection by transferring the fund,
which was the source the repayment hereunder; 3) failure to repay the loan due
to the economic disputes with the third party; 4) the borrower’s failure to
repay the principal or interest in the due period; 5) secretly withdraw,
transfer or fictitious capital; 6) other actions affecting the safety of loan.
The contract herein can be regarded as the written notice, which the borrower
was agreed to deduct the deposit under the borrower’s issuing bank.

4. Prior
to the settlement of the principal and interest, the borrower shall issue the
written notice to the lender before such ownership change as undertaking, lease,
joint operation, merge, system reform, separation, trusteeship, cooperation with
foreign companies and reach the consensus on the repayment of the loan or
specify the transfer of liability. Upon the change of ownership, the lender has
the right to assess the asset and property change. Otherwise, the borrower will
be regarded as breach of contract herein and the lender can claim the
loan.

5. The
borrower shall repay the principal and interest in accordance with the
stipulation herein. In case of failure to repay the principal and interest, the
lender can charge the compound interest in accordance with the corresponding
laws and regulations.

6. In
case the borrower intends to delay the repayment of the loan, the borrower shall
apply for the extension period ten days in advance of the expiration. In case of
failure to apply the extension period or the overdue extension period and the
borrower can not repay the loan in the due period, the lender has the right to
claim the loan and charge the penalty in accordance with the bank
stipulations.

7. In
case of failure to repay the loan in the due period, the borrower shall assume
all legal expenses.

8. In
case the borrower repays the loan in advance of the expiration of contract
herein, the lender has the right to charge the interest from the borrower in
accordance with the stipulated contract period.

            Article
      12

            Other
      Items

None

            Article
      13

            Other
      items, which are not stipulated herein, shall be executed in accordance
      with national laws and regulations and correspond financial
      regulations.

            Article
      14

            Method
      to solve the disputes

            1.

            The
      disputes arising during the execution of contract herein shall be solved
      through negotiation. Otherwise, the disputes shall be brought to Local
      People’s Court of Law of lender’s
jurisdiction.

            2.

            In
      case of failure to repay the loan upon the expiration of
      loan,  the borrower and surety shall voluntarily accept the
      punishment in accordance with the forceful and effective notarial
      certificate

            Article
      15

            The
      application of loan, withdrawal installment, repayment plan, receipts for
      installment withdraw, postponed repayment agreement and other material
      concerning with the contract herein shall be regarded as an integral part
      of the contract herein.

            Article
      16

            The
      contract herein, an integral part of the surety contract, will becomes
      valid after signatures from parties herein and legal
      representative.

            Article
      17

            The
      contract herein is made into five copies, two copies to the borrower
      herein, and one copy each for the lender, surety and notary
      herein.

            Borrower
      (Seal)

            Legal
      Representative: (Signature)

                  /s/ Xxx
Xx

Borrower’s
Address: 0/X Xxxxxxx X, Xxxxx X, Xx.000, Xxxxx Xxxxxx Road,
Xi’an

            Lender:
      (Seal)

            Legal
      Representative: (Signature)

                  /s/ An Xxx
  Xxxx

Lender’s
Address: No.139, North Avenue, Xi’an City
 
            Surety:
      (seal)

            Legal
      Representative: (Signature)

                  /s/ Xxx Xxxxx
  Zhang

Surety’s Address: Room 1201, Xxxx 0, 0X
Xxxxx Xxxxxx, Xxxxxx District, Xi’an 
 
Date: September 14,
2009
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Table of Contents

Loan Contract

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	2.	Upon receiving the complete loan certificate sent by the borrower, the lender shall transfer the loan to the borrower’s account within thirty days (postponed if it is holiday) since the execution hereof. In case of the delayed transfer by the lender, the lender shall pay the penalty to the borrower on the basis of the overdue days and stipulated interest rate herein.

	3.	In case the utilization of loan is not satisfied with the contract herein, which the lender has found, the lender has the right to claim partial or entire loan. In terms of the loan, which the borrower did not properly utilize, the lender shall calculate the fine in accordance with stipulations of the bank. In case any of the following situation arise, the lender can announce the termination of the contract herein prior to the expiration, claim partial or entire loan from the borrower and negotiate with other banks to clear off the loan: