EXHIBIT
      10.23

    


    AMENDMENT
      NO. 1 TO CONSULTING AGREEMENT

    


    AMENDMENT
      NO. 1 TO CONSULTING AGREEMENT, dated as of June 23, 2006 (this “Amendment”), by
      and between Wonder Auto Limited, a British Virgin Islands corporation
      (“Wonder”), and Heritage Management Consultants, Inc., a South Carolina
      Corporation (“Consultant”). Capitalized terms used, but not otherwise defined,
      herein have the meanings ascribed to such terms in that certain Consulting
      Agreement, dated April 22, 2006, by and between Wonder and Consultant (the
      “Agreement”).

     

    


    BACKGROUND

    


    Wonder
      and Consultant are parties to the Agreement (the “Parties”), pursuant to which
      Consultant will provide consulting services to Wonder and its affiliates in
      exchange for $175,000. The Parties now desire to enter into this Amendment
      to
      modify the terms of the Agreement as more specifically set forth herein.


    AGREEMENT

     

    


    NOW,
      THEREFORE, in consideration of the mutual promises of the parties hereto, and
      of
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

    


    1.  
Amendment
      to Section 3 of the Agreement.
      The
      Agreement is hereby amended to delete Section 3 thereof in its entirety and
      in
      lieu thereof to insert the following new Section 3:


    “a.
      In
      consideration of the services performed by Consultant in connection with the
      financing transaction in June 2006, Wonder hereby agrees to pay Consultant
      $160,000 from the proceeds of the financing within 45 days after the closing
      of
      the financing transaction. 

    


    b.
      In
      consideration of other services to be performed by Consultant, Wonder hereby
      agrees to pay Consultant $15,000. Such payments shall be made in three (3)
      equal
      installments of $5,000 on August 1, 2006, November 1, 2006 and February 1,
      2007,
      respectively.

    


    c.
      All
      out of pocket expenses incurred by Consultant and/or its associates shall be
      reimbursed by Wonder. If the Reverse Takeover transaction (“RTO”) is not
      consummated, Wonder agrees to reimburse Consultant for all out of pocket
      expenses incurred up to the date it is determined that the RTO will not be
      effected.”

    


    2.  
Agreement
      Remains in Force.
      Except
      as expressly set forth in this Amendment, the Agreement remains unmodified
      and
      in full force and effect.

    


    3.  
Miscellaneous.
      This
      Amendment and the Agreement constitute the entire understanding among the
      parties hereto with respect to the subject matter hereof and may not be further
      amended, modified or supplemented except as specified in the Agreement. This
      Amendment may be executed in any number of counterparts, each of which shall
      be
      deemed an original and enforceable against the Parties actually executing such
      counterpart, and all of which, when taken together, shall constitute one
      instrument. Facsimile execution and delivery of this Agreement is legal, valid
      and binding execution and delivery for all purposes.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Amendment as of the date first set forth
      above. 

    
      	 	 	 
	 	WONDER
              AUTO LIMITED
	 
 	 
 	 
 
	 	By:  	/s/ Qingjie
              Zhao
	 	
              
Name:
              Qingjie Zhao
              
              Title:
                Chief Executive Officer, President and
                Secretary

            


    

    
      	 	 	 
	 	 	 
	 	HERITAGE
              MANAGEMENT CONSULTANTS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Jim
              H.
              Groh
	 	
              

              Name:
                Jim H. Groh

              Title:
                President