EXHIBIT 10.6

Exhibit 10.6

Payment Agreement

** **

This agreement is entered into and becomes effective as of January 18th, 2025 (the “Effective Date”) by and among:

Party A: Himile Mechanical Manufacturing (Shandong) Co., Ltd, a company incorporated under the laws of China, (hereinafter called “HIMILE”):

Company Registration: 913707856705009958

Address:

Himile Industrial Park No. 5655 Kangcheng Road, Gaomi, Shandong, China.

And

Party B: VME PROCESS ASIA PACIFIC PTE LTD., a company incorporated under the laws of Singapore, (hereinafter called “VME”):

Company Registration: 200412934R

Address:

16 RAFFLES QUAY #17-03 HONG LEONG BUILDING SINGAPORE (048581)

And

Party C: VME PROCESS INC, a company incorporated under the laws of USA, (hereinafter called “VME”):

Company Registration: 75-2857445

Address:

3733, Shiloh Road, Tyler, TX 75707 USA

WHEREAS:

With regards to all the contracts signed between HIMILE and VME, HIMILE has actively performed its all obligations according to all its contracts. This agreement was entered into in order to reach a consensus on the outstanding payment owed by VME to HIMILE.

VME and HIMILE have reached the following agreement as following:

1. Payment Amount

As of the date of signing this agreement, based on the TAB 2 of ANNEX 1, the outstanding payment is $9,165,627.43. This amount includes invoices which are overdue, undue and the amount to be billed in future but shall be amended in the event of warranty claims.

VME PROCESS INC and VME PROCESS ASIA PACIFIC PTE LTD hereby agree to pay the outstanding payment to Himile Mechanical Manufacturing(Shandong) Co., Ltd.as set forth herein.

2. Payment Schedule

All outstanding payment and interest shall be repaid in 12 installments. VME shall pay $750,000 and the interest for the overdue payment value before the end of each month from January 2025 to November 2025. The balance outstanding payment and interest shall be paid off before the 15th of December 2025. The interest shall be calculated based on the total overdue payment value at the end of each month at an annual interest rate of 7%. The total estimated amount of principal and interest payments under the installment plan are shown on Attachment 1. Interest payments shall be adjusted in the event payments are made sooner or later than scheduled.

3. Payment method

VME shall pay each installment in full and on time to the following account designated by HIMILE:

Company

HIMILE MECHANICAL MANUFACTURING (SHANDONG) CO., LTD

Tax Registration No.: 913707856705009958

Address:

No.5655 Kangcheng Street, Himile Industrial Park, Economic Development Zone, Gaomi, Weifang，261500, Shandong, China

Bank Information

BANK OF CHINA, WEIFANG BRANCH, GAOMI SUB-BRANCH

Bank Address:

WEST 1111 RENMIN STREET OF GAOMI CITY, SHANDONG PROVINCE, P.R. OF CHINA

Bank Telephone: 0536-2128005

Account No.-USD: 241601986610

SWIFT: BKCHCNBJ500

Intermediary Bank: BANK OF CHINA, NEW YORK BRANCH, NEW YORK

SWIFT: BKCHUS33XXX

4. This Agreement shall supersede and replace the previous Agreement sent to HIMILE on 9 August 2024.

5. Guarantee Liability

VME undertakes to use VME Batam Yard with detailed address of Jln. Tamalatea, RT.004 RW.003, Kel Tanjung Sengkuang, Kec Batu Ampar, Kota Batam Indonesia (Land Title No: 2044 as shown in ANNEX 2 ) as security for the above obligations. The scope of the guarantee includes: the principal claim and the accrued interest. The Guaranteed amount shall be updated and revised accordingly at the end of each month and as and when payment has been done, and the cost of realizing the claim and the security right (including all expenses incurred in recovery of the payment for notarization, evaluation, appraisal, auction, litigation or arbitration, guarantee fee, service, execution, attorney representation, travel expenses). In the event that VME fails to repay any amount on time, HIMILE shall have the right to dispose of the encumbered assets and recover all outstanding payment and associated interest and cost. VME shall, within 30 days after the effective date of the Agreement, provide a certificate of title of the asset in Batam issued by an official institution and assist in the security formalities in accordance with the law within the period required by HIMILE.

6. Delivery of Goods

After the signing of this Agreement and HIMILE's receipt of the first installment, HIMILE will release the shipment of the undelivered goods at HIMILE's premises to the consignee assigned by VME.

7. Liability for Breach of Agreement

If VME fails to make any installment payment on time, HIMILE has the right to initiate legal proceedings against VME PROCESS INC and VME PROCESS ASIA PACIFIC PTE LTD to recover all the balance outstanding payment in one lump sum (The interest shall be calculated based on the principal amount of overdue payment at annual interest rate of 7%) or repayment plan both parties can mutually agree upon. However, in the event of such breach, HIMILE shall give VME a notice of default with a 30 days period to cure the breach.

If VME fails to settle payment after expiry of the above default notice, HIMILE can either exercise the option to call an option to take VME shares in proportion of its net book value and appoint director(s) to the VME group board or exercise its right as stated in Clause 5 above.

8. Jurisdiction for Disputes

This agreement shall be governed by and construed in accordance with the laws of Singapore. The jurisdiction of any legal action arising out of any legal action relating to this Agreement or the products and Services provided shall be exercised by the courts established in Singapore.

9. Other Provisions

9.1 This agreement shall be a global settlement, VME and HIMILE will waive any recourse from each other except the warranty responsibilities of HIMILE as per the contract.

9.2 This agreement shall come into effect upon signature by three parties. This agreement may not be modified without the written consent of each party.

9.3 Neither party may transfer this Agreement to a third party without the written confirmation of the other party.

Name:		Name:
Title:		Title:
For and on behalf of		For and on behalf of
Himile Mechanical		VME PROCESS ASIA PACIFIC PTE LTD
Manufacturing(Shandong) Co., Ltd		Date:
Date:

Name:
Title:
For and on behalf of
VME PROCESS INC
Date:

Attachment 1

Payment Schedule

ANNEX 2

Land Title 2044 OF Batam Yard