Exhibit
10.1

    English
Summary of

    


    Framework
Purchase Agreement

    


    


    Party A:
Jinzhou Wonder Alternative Energy Vehicle Technology Co., Ltd.

    


    Party B:
Jinzhou Wonder Motor Co.,
Ltd.

    


    Party C:
Wang, Tianli (Witness)

    


    Whereas,
Party A and Party B are related parties; Party C is an independent third party,
a professor at the Automobile Engineer School at the Liaoning Industry
University and has 30 years of experience in teaching, research and development
in automobile industry; this agreement is negotiated and confirm by Party C in
accordance with the business principal of fairness.

    


    The
parties reach the framework purchase agreement (the “Agreement”) as
follows:

    


    
      	
              I.  

            	
              Subject
      Matter of this Agreement

            


    

     

    Party B
will provide the following products per Party A’s request (details will be set
forth in the Party A’s purchase orders):

     

    
      	
              Item

            	
              Name

            	
              2009

            	
              2010

            
	 
      	 
      	
              Units

            	
              Unit
      Price/RMB

            	
              Units

            	
              Unit
      Price/RMB

            
	
              1

            	
              250w

            	
              200

            	
              230-290

            	
              2000

            	
              220-280

            
	
              2

            	
              350w

            	
              200

            	
              230-290

            	
              2000

            	
              220-280

            
	
              3

            	
              600w

            	
              500

            	
              300-380

            	
              5000

            	
              290-370

            
	
              4

            	
              800w

            	
              100

            	
              500-590

            	
              1000

            	
              480-580

            
	
              5

            	
              Ancillary
      motor

            	
              200

            	
              260-320

            	
              5000

            	
              220-280

            
	
              6

            	
              Total
      (in Ten thousand RMB )

            	
              1200

            	
              34-43

            	
              15000

            	
              390-495

            


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    II. Contract
Price

     

    This
Agreement is a non-fixed total purchase price agreement, Party A’s purchase
price includes fees for raw materials, processing, packing, delivering, and
possible insurance and intellectual property charge.

     

    The
purchase price should also cover the fees for subsequent service/after-sale
services/guarantees etc.

     

    The
actual purchase price shall be set forth in the purchase order to be confirmed
by Party A and Party B.  The determination of the price shall be based
on the common practice of the automobile industry, i.e. Party B’s gross margin
shall be within the range of 20-25%, with higher margin for smaller size of
order and lower margin for larger size of order.

     

    Party A
shall not be responsible for the fees incurred by and from transportation
workers, postage and ancillary materials, and the aforesaid fees are included in
the price agreed by both parties.

     

    
      III.  Documents
deemed to be Part of the Agreement

    

     

    The
following ancillary documents are deemed to be a part of this Agreement and
shall have the same legal effect as this Agreement. The ancillary documents
include, but not limited to, the following:

     

    1.
Purchase order and sales order confirmed by both Party A and Party
B;

     

    2. Design
materials provided by Party A, if necessary;

     

    3. Party
B’s business license and necessary production permits;

     

    4.  Certificate
of conformity, warranty and maintenance certificate and invoice, etc. to be
provided by Party B;

     

    5.
Product acceptance certificate to be provided by Party A; and

     

    6.
Amendment to be executed by the Parties, if necessary.

     

    
      IV.  Third
Party Rights Warranty

    

     

    Party B
shall ensure that Party A will not be sued for breaching patent, trademark,
copyright and other propriety rights of any third party for using Party A’s
products and any part thereof.  Party B shall bear all liabilities
arising from such breach and reimburse any monetary damage incurred by Party A
therefrom.

     

    
      V.  Product
Warranty

    

     

    The
warranty period is 18 months commencing from the passing of product
inspection.

     

    Party B
shall ensure that the quality and specifications of the products meet those set
forth in the purchase orders.  If there is no specifications contained
in the purchase orders, Party B shall ensure that quality of Party B’s products
complies with the applicable national standard or industrial
standards.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Party B
shall ensure that all the products are new and unused, and pass quality
inspection, and meet Party A’s request or the agreed standard set forth in the
Agreement.  Party B shall ensure that the products are fit for
specified purpose, and shall provide maintenance and repairing services at its
own cost.

     

    
      VI.  Packing

    

     

    All
products provided by Party B shall be packed in accordance with the applicable
national standard or sufficient for the protection of the products.

     

    
      VII.  Delivery
and Inspection

    

     

    Party B
shall deliver the products to Party A’s location and bear all delivery costs;
Party B shall bear all losses or damages of products prior to delivery.


     

    Party A
shall inspect the products within 15 days after the receipt of the products and
the inspection shall be conducted in accordance with the applicable national,
departmental, industrial or other enterprise standard.

     

    
      VIII.  Settlement
of Payment

    

     

    First
time payment: Party A shall pay the purchase price within two months after
passing of the product inspection and submission of agreed documents confirmed
by the proper officer of Party A’s accounting department, except that Party A
shall retain RMB 100,000 of the purchase price as quality warranty (which will
be returned to Party B upon performance of this Agreement is completed in
accordance with the terms of this Agreement)

     

    Thereafter,
Party B will pay the purchase price within two months after passing of the
product inspection and submission of agreed documents confirmed by the proper
officer of Party A’s accounting department.

     

    
      IX.  Liability
for Breach of Contract

    

     

    If Party
B fails to make timely delivery of all or part of the products, Party A shall
have the right to terminate the Agreement and refuse to make the payment for the
products. Party B shall pay a liquidated damage equal to 10% of the purchase
price for the products that were not delivered.

     

    If the
products delivered by Party B do not comply with the applicable laws,
regulations or standards set forth in this Agreement, Party B shall repair,
replace or return and bear the related costs.

     

    Party B
shall bear monetary damages suffered by Party A resulting from Party B’s breach
of this Agreement.

     

    If Party
B fails to deliver the products on time, Party B shall pay a liquidated damage
equal to 0.5% of the purchase price (calculated based on the purchase price for
the untimely delivered products) for each day of such delay and shall bear
losses incurred by Party A resulting from such breach.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    If,
within 18 months of the quality warranty period, any product delivered by Party
B cannot reach the applicable quality standard set forth in this Agreement after
two repairs or exchanges, Party A shall have the right to return the products
and terminate this Agreement and Party B shall return the purchase price and
bear related monetary losses incurred by Party A resulted
therefrom.

     

    Party B
shall not assign all or part of its obligations under this Agreement without
approval of Party A. In the event of such breach, Party B shall have the right
to terminate the Agreement and be entitled to a liquidated damage equal to 20%
of the purchase price of this Agreement. Party B shall also bear other monetary
damages suffered by Party A resulting from such breach, if any.

     

    If Party
A fails to make timely payment of the purchase price, Party A shall pay to Party
B a liquidated damage equal to 0.5% of the unpaid purchase price for each day of
delay.

     

    Party A
shall bear all losses incurred by Party B resulting from its breach of this
Agreement by refusing to accept Party B’s products in accordance with this
Agreement.

     

    Party B
shall not terminate this Agreement without prior consent of Party A. If Party B
terminates the agreement in breach of the Agreement or fails to performance its
obligation hereunder which causes damage to Party A, Party A shall be entitled
to a liquidated damage equal to 30% of the purchase price. Party B shall also
bear other monetary damages suffered by Party A resulting from such breach, if
any.

     

    
      X.  Confidentiality

    

     

    All
product design, sample and model provided by Party A shall be properties of
Party A. Party B shall keep such information confidential. If Party B uses
proprietary technology or information provided by Party A to make or sell
products to third party or provide such proprietary information to any third
party, Party B shall pay a liquidated damage no less than RMB 200,000 to Party A
and bear any related monetary damage resulting from such breach.

     

    Party B
shall properly keep and maintain the sample, model and product design provided
by Party A. If such sample, model or product design is destroyed or damaged due
to Party B’s fault, Party B shall be liable for related damage suffered by Party
A resulting from such breach.

     

    
      XI.  Force
Majeure

    

     

    “Force
Majeure” refers to any event, including, but not limited to, earthquake,
typhoon, flood, fire, and wars, etc., that is unforeseeable, the occurrence and
effect of which is unavoidable and insurmountable.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    The Party
that suffers Force Majeure shall promptly inform the other party of such event
and provide details and relevant proof to the other party within 5 days after
the occurrence of the event.

     

    Shall a
Party fail to perform this Agreement in full or in part as a result of force
majeure, such Party shall be exempted from all or some of its responsibilities
hereunder. If a Party fails to prove that its breach resulted from Force
Majeure, such breaching party shall bear the liabilities as set forth in this
Agreement.

     

    


     

    
      XII.  Termination
and Expiration

    

     

    This
Agreement can be terminated by one of the following ways:

     

    (1)
mutual agreement;

     

    (2) force
majeure;

     

    (3) Party
B explicitly states or proves in its action that it will not perform or late
perform its obligations;

     

    (4) Party
B’s other breaches causing failure to achieve the purpose of the
Agreement;

     

    (5) Party
B’s other illegal activities which adverse affect the performance of this
Agreement.

     

    This
Agreement becomes effective upon signing by all Parties and will expire upon the
expiration of the warranty.

     

    


     

    
      	
              Party
      A:

               

              Authorized
      Signatory:/s/ Xiaoge
Wang

               

              Date:
      October 29, 2009

            	
              Party
      B:

               

              Authorized
      Signatory:/s/ Hongmei
Jin

               

              Date:
      October 29, 2009

               

            


    

    


     

    Party C
(Witness):

     

    /s/ Tianli
Wang

     

    Date:
October 29, 2009

     

    
 

    
      
         

      

      
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