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Voting Rights Proxy Agreement

Proxy Agreement

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 This Proxy Agreement involves

ACTION INDUSTRIES, INC. | Xingtai Longhai Wire Co, Ltd

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Date: 3/26/2010

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Exhibit 10.6




This Voting Rights Proxy Agreement (the “ Agreement ”) is entered into in Neiqiu County, Hebei Province, People’s Republic of China (“ PRC ” or “ China ”) as of March 19, 2010 by and among Xingtai Kalington Consulting Service Co., Ltd. (“ Party A ”), Xingtai Longhai Wire Co., Ltd. (the “ Company ” or “ Party B ”), and the undersigned shareholders of Party B (the “ Shareholders ”).  Party A, Party B and the Shareholders are each referred to in this Agreement as a “ Party ” and collectively as the “ Parties .”




1.          Party B is engaged in the business of rolling steel (wire).  Party A has the expertise in consulting, and Party A has entered into a series of agreements with Party B to provide Party B with various consulting services.


2        The Shareholders are shareholders of the Company, each legally holding such amount of equity interest of the Company as set forth on the signature page of this Agreement and collectively holding 100% of the issued and outstanding equity interests of the Company (collectively the “Equity Interest”).


3.          The Shareholders desire to grant to Party A a proxy to vote the Equity Interest for the maximum period of time permitted by law in consideration of good and valuable consideration, the receipt of which is hereby acknowledged and agreed by Party A.


NOW THEREFORE , the Parties agree as follows:


1.          The Shareholders hereby agree to irrevocably grant and entrust Party A, for the maximum period of time permitted by law, with all of their voting rights as shareholders of the Company.  Party A shall exercise such rights in accordance with and within the parameters of the laws of the PRC and the Articles of Association of the Company.


2.          Party A may establish and amend rules to govern how Party A shall exercise the powers granted by the Shareholders herein, including, but not limited to, the number or percentage of directors of Party A which shall be required to authorize the exercise of the voting rights granted by the Shareholders, and Party A shall only proceed in accordance with such rules.


3.          The Shareholders shall not transfer or cause to be transferred the Equity Interest to any party (other than Party A or such designee of Party A).  Each Shareholder acknowledges that it will continue to perform its obligations under this Proxy Agreement even if one or more of other Shareholders no longer holds any part of the Equity Interest.






4.           This Proxy Agreement has been duly executed by the Parties as of the date first set forth above, and in the event that a Party is not a natural person, then such Party’s action has been duly authorized by all necessary corporate or other action and executed and delivered by such Party’s duly authorized representatives.  This Agreement shall take effect upon the execution of this Agreement.



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