Guarantee
Contract

     

    Contract
No: 9381349102010027

     

    Guarantor
(Party A): Shanghai Xin Liantang Economic Development Co., Ltd.

     

    Address:
No. 15, Lane 588, Zhangliantang Road, Liantang Town, Qingpu District, Postal
Code: 201716

     

    Legal
representative (Persons in Charge): YOU  Weidong

     

    Fax:                    
Tel: 59815035

     

    Lender
(Party B): China Construction Bank Corporation, Shanghai Qingpu
Sub-branch

     

    Address:
No. 550, East Chengzhong Road, Qingpu District , Post Code: 201700

     

    Person in
Charge: SHEN  Yongqing

     

    Fax:
59727777   Tel: 59725555

     

    Whereas
Party B, for consecutively handling the following A credit business for Shanghai
Vomart Auto Parts Co., Ltd.  (hereinafter “Borrower”), during the
period commencing from May 31, 2010 to May 30, 2011 (hereinafter “the Term of
the Master Contract”), will (and/or has) entered into a Renminbi loan contract,
Foreign Exchange Loan Contract, Bank Acceptance Agreement, the Contract of
Issuing a Letter of Credit, the Agreement of Issuing a Letter of Guarantee
and/or other documents of a legal nature (referred to as the “Master Contract”
under the above contracts, agreements and/or other documents of a legal nature
signed during the Term of the Master Contract) with Borrower.

     

    A.
granting Renminbi/foreign exchange loan;

     

    B.
acceptance of commercial bill of exchange;

     

    C.
issuing a letter of credit;

     

    D.
issuing a letter of guarantee;

     

    E. other
credit business:  blank .

     

    Party A
is willing to provide the maximum amount guarantee for the series of debts of
Borrower under the Master Contract. In accordance with the related laws,
regulations and rules, Party A and Party B hereby agree through consultation to
enter into this contract for mutual compliance and implementation.

     

    Article
1 Scope of Guarantee 

     

    I. Scope
of this guarantee is:

     

    1.1 The
balance of the principal under the Master Contract that is not more than
(currency) Renminbi (in words) RMB ten million only; and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.2 The
interest (including the compound interest and penalty interest), liquidated
damage, damages, other amount that Borrower shall pay to Party B (including but
not limited to the related handling charge, communication fee, miscellaneous
fees and the related bank fees that the beneficiary under the letter of credit
refuses to undertake), any and all the fees incurred to Party B arising from the
realization of Lender’s right and guarantee right (including but not limited to
litigation fees, arbitration fees, fees for preservation of properties,
travelling expenses, enforcement fees, appraisal fees, auction fees, public
notarization fees, service fees, public announcement fees and attorney’s
fees).

     

    2.
Provided that Party A fulfils its guarantee responsibilities pursuant to this
Contract, the maximum of the principal that it guarantees shall be deducted
according to the amount of the principal that Party A settles.

     

    3. Even
the loan, advances, interests and fees under the Master Contract or any other
debts of Party B are actually formed is beyond the Term of the Master Agreement,
they shall be within the scope of guarantee hereof. The expiration date for the
performance of the obligation under the Master Contract will not be limited to
the expiration date of the Term of the Master Contract.

     

    Article
2  Method of Guarantee

     

    The
guarantee provided by Party A hereunder shall be the guarantee with several and
joint liability.

     

    Article
3 Term of Guarantee

     

    1. The
Term of Guarantee hereunder shall be respectively calculated according to the
single credit business that Party B handles for Borrower, namely, starting from
the date on which the Master Contract for the single credit business is signed
until the two years after the expiration date of the term for performing the
obligations of Borrower under the said Master Contract.

     

    2. Where
Party B and Borrower reach an agreement regarding the extension of the term for
Borrower’s performing the obligations under the Master Contract, the Term of
Guarantee shall last for the two years as from the expiration date of the term
for performing the obligations as stipulated in the extension agreement. The
extension of the term has not to be subject to the consent of Guarantor, who
shall still undertake a joint and several liability for the
guarantee.

     

    3.
Provided that Party B announces to advance the maturity of the Debt in case of
the occurrence of any event as stipulated in the laws and regulations or in the
Master Contract, the Term of Guarantee shall last for the two years upon the
earlier maturity of the Debt.

     

    Article
4 Independence of the Guarantee Contract

     

    The
validity of this Contract is independent from the Master Contract. Failure to
establish, ineffective, invalidity, partial invalidity, revocation or rescinded
of the Master Contract shall not affect the effectiveness of this Contract. If
the Master Contract is determined as not established, ineffective, invalid or
partially invalid, or revoked or rescinded, Party A shall be jointly and
severally liable for the debts arising from Borrower returning the property or
compensating the losses.

     

    Article
5  Amendment of the Master Contract

     

    1. Party
A agrees that Party B and the Borrower, while concluding master contract or
amend it (including but not limited to renewal of the period of repaying debts,
or increase of the principal of Lender’s rights), need not to notify Party A and
that Party A shall still undertake guarantee liabilities within the maximum
amount and guarantee scope as specified herein.

     

    2. The
guarantee liabilities of Party A shall not be mitigated due to any one of the
following events:

     

    (1)
Restructuring, consolidation, merger, division, increase or decrease of the
registered capital, joint venture, joint operation, change of the name of Party
B or Borrower;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (2) Party
B entrusts a third party to fulfill its obligations under the Master
Contract.

     

    3. Where
the Lender’s rights under the Master Contract are transferred, the guarantee
hereunder shall be transferred therewith.

     

    4. Where
the transfer of Lender’s rights or debts under the Master Contract is
ineffective, invalid, revoked or rescinded, Party A shall still undertake a
joint and several guarantee liability to Party B as specified
herein.

     

    Article
6 Responsibility of Guarantee

     

    1. if the
debts under the Master Contract matures or Party B announces the debts are
matured in advance pursuant to the provisions of the Master Contract or the law,
where Borrower fails to fully fulfill the debts on time or Borrower violates
other provisions of the Master Contract, Party A shall undertake the guarantee
liability within the Scope of Guarantee.

     

    2. No
matter whether Party B has other guarantee for the debts under the Master
Contract (including but not limited to such guarantee methods: guarantee,
mortgage, pledge, letter of guarantee or standby letter of credit), no matter
when it is established, whether it is valid, whether Party B files a claim
against other guarantors, whether a third party agrees to undertake the whole or
partial debts under the Master Contract, or whether other guarantee is provided
by Borrower itself, the guarantee liability of Party A hereunder shall not be
mitigated or exempted, Party B may directly require Party A to undertake the
guarantee liability within its scope of guarantee as stipulated herein and Party
A shall not raise any objection.

     

    3. In the
event that the Lender’s rights under the Master Contract fail to be fully
settled after Party A undertakes the guarantee liability, Party A undertakes
that, its claims to the right of subrogation or the right to seek compensation
against other Borrower or guarantor shall not cause any harm to the interest of
Party B and agrees that the settlement of the debts under the Master Contract is
superior to the fulfillment of Party A’s right of subrogation or the right to
seek compensation.

     

    To be
more specific, prior to the full settlement of Party B’s Lender’s
rights:

     

    (1) Party
A agrees not to claim for the right of subrogation or the right to seek
compensation against other Borrower or guarantor; if for any reason whatsoever,
Party A fulfils the above rights, the amount it obtains shall be first used to
settle the outstanding Lender’s right of Party B;

     

    (2)
Provided that the debts under the Master Contract has a security for things,
Party A agrees not to file any claim for the security thing or the amount
obtained from the disposal thereof, which shall be first used to settle the
outstanding Lender’s right of Party B;

     

    (3)
Provided that Borrower or other guarantor provides counter-guarantee for Party
A, the amount that Party A obtains based on the above counter-guarantee shall be
first used to settle the outstanding Lender’s right of Party B.

     

    4. Party
A has been fully aware of the interest rate risks. Provided that Party B adjusts
the interest rate level, the method of calculating or settling the interests
pursuant to the provisions of the Master Contract or the change to the interest
policy of the State, which results in the increase of the interest, penalty
interest or compound interest that Borrower shall repay, Party A shall be
jointly and severally liable for the increased part.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5.
Provided that in addition to the debts under the Master Contract, Borrower has
other due debts to Party B, Party B shall be entitled to first allocate and
collect the amount in Renminbi or other currency from the account that Borrower
opens in the China Construction Bank system to settle any due debt. The
guarantee liability of Party A shall not be mitigated or exempted
thereby.

     

    Article
7  Other Obligations of Party A

     

    1. Party
A shall supervise the use of the loan by Borrower (including the purposes), and
accept the supervision of Party B on the capital, property and operation status
of Party A, provide such information, documents and materials as the financial
statements according to the request of Party B and ensure its accuracy,
authenticity, integrity and validity thereof. Without the written consent of
Party B, Party A shall not provide guarantee for a third party that is beyond
its capacity;

     

    2. In
case of any of the following: contracting, trust (takeover), lease, share-equity
transformation, decrease of registered capital, investment, joint operation,
consolidation, merger, acquisition and restructuring, division, joint venture,
applying for or being applied for suspension of business for internal
rectification, applying for dissolution, being revoked, applying for or being
applied for bankruptcy, change to the controlling shareholder/actual controller
or transfer of major assets, production suspension, shut-down, being imposed a
significant amount of fines by the competent authority, being
deregistered, being revoked the business license, being involved in major
legal dispute, severe difficulties or financial deterioration occurred to
production or operation , legal representative or major responsible person
unable to perform the normal duties, or losing or probably losing the guarantee
capacity for any reason, Party A shall immediately inform Party B in writing and
carry out the undertaking, transfer or commitment of the guarantee liability
hereunder or provide a new guarantee for the performance of the Master Contract
to be acknowledged by Party B.

     

    3. In the
event that there is any change to such aspects as the name, legal representative
(responsible person), domicile, scope of business, registered capital or the
articles of association of the company (enterprise) of Party A, Party A shall
inform Party B in writing within seven (7) working days upon the change and
attach the related materials changed.

      

    Article
8 Miscellaneous

     

    1.
Allocation and Collection of Payables with respect to all the payables of Party
A hereunder, Party B shall be entitled to allocate and collect the corresponding
amount in Renminbi or other currency from the bank account that Party A opens in
the China Construction Bank system, without informing Party A in advance. Where
the procedures regarding settlement and sale of foreign exchange or
purchase/sale of foreign exchange is required, Party A shall be obliged to
assist Party B in this regard and the foreign exchange rate risks shall be
undertaken by Party A.

     

    2. Use of
Party A’s Information

     

    Party A
agrees Party B to inquire about the credit status of Party A in the credit
database established under the approval of the People’s Bank of China or credit
competent authority or inquire the related entity or department and agrees Party
B to provide Party A’s information to the credit database established under the
approval of the People’s Bank of China or credit authority.

     

    3. Public
Announcement and Collection

     

    With
respect to the defaults of Party A, Party B shall be entitled to notify the
related department or entity and to make public announcements for collection
through the news media.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.  Evidentiary
Effectiveness of Party B’s Records

     

    Unless
there is reliable and definite evidence to the contrary, the internal accounting
records of Party B regarding the principal, interest, fees and re-payment
records, documents, voucher prepared or kept by Party B that are generated
during such business procedures as withdrawal, repayment, interest payment that
Party A goes through and the records and vouchers of the loan-collection by
Party B shall all constitute the definite evidence to prove the Lender’s right
relationship between Party A and Party B. Party A shall not raise any objection
only on the ground that the aforesaid records, accounts, documents and vouchers
are unilaterally prepared or kept by Party B.

     

    5.
Reservations of Rights

     

    Party B’s
rights hereunder shall not affect and exclude any other rights it shall be
entitled to pursuant to the laws, regulations and other contracts. Any
tolerance, grace for any default or delay, or preference or suspension in
exercising any right hereunder shall not be deemed as a waiver of the rights and
interests hereunder or permission or approval of any breaches, nor shall it
affect, prevent or obstruct continuous exercise of such right or any other right
or result in Party B’s assumption of obligations and responsibilities to Party
A.

     

    In the
event that Party B fails to or delays in exercising any right under the Master
Contract or fails to exhaust any remedy under the Master Contract, the guarantee
responsibility of Party A hereunder shall not be mitigated or exempted. However,
provided that Party B exempts the debts under the Master Contract, the guarantee
responsibility of Party A hereunder shall be mitigated or exempted
accordingly.

     

    6.
Dissolution or Bankruptcy of Borrower

     

    Where
Party A obtain the information that Borrower enters into dissolution or
bankruptcy procedure, Party A shall inform Party B to file claims. In the
meantime, it shall take part in the dissolution or bankruptcy procedure promptly
and exercise the right to recourse first. Provided that Party A knows or should
know Borrower enters into dissolution or bankruptcy procedures but fails to
first exercise the right to recourse promptly, the losses thereof shall be
solely undertaken by Party A.

     

    Notwithstanding
the provisions in the second sub-paragraph of the fifth paragraph of this
clause, during the bankruptcy procedure of Borrower, in the event that Party B
enters into a reconciliation agreement with Borrower or agrees to the
re-construction plan, Party B’s rights hereunder shall not be damaged due to the
reconciliation agreement or re-construction plan and the guarantee
responsibility of Party A shall not be mitigated or exempted. Party A shall not
use the conditions as stipulated in the reconciliation agreement or
reconstruction plan to oppose the rights and claims of Party B. With respect to
the part of the Lender’s rights that Party B makes compromises to Borrower in
the reconciliation agreement or the reconstruction plan and hence is not
settled, Party B shall still be entitled to request Party A to continuously
settle.

     

    7.
Dissolution or Bankruptcy of Party A

     

    Where
Party A becomes dissolved or bankrupt, even if the Lender’s rights of Party B
under the Master Contract are not expired, Party B shall be entitled to take
part in the liquidation or bankruptcy procedures of Party A and file
claims.

     

    8. Where
there is a change to the correspondence address or contact of Party A, Party A
shall immediately notify Party B in writing. Any losses arising from failure to
notify Party B promptly shall be solely undertaken by Party A.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9.
Settlement of Disputes

     

    Any
dispute arising from the performance of this Contract may be settled through
negotiations, if failing of negotiations, it shall be settled in the _____ way
as follows:

     

    (1) File
a lawsuit to the people’s court at Party B’s location.

     

    (2)
Submit to    blank    
Arbitration Committee (the place of arbitration in this column is blank) for
arbitration in accordance with the effective rules at the time of applying for
arbitration. The arbitration award shall be final and binding upon both
parties.

     

    During
the litigation or arbitration, the provisions of this Contract that are not in
dispute shall continue to be implemented.

     

    10. Conditions
for the Effectiveness of this Contract

     

    The
Contract shall come into force as soon as being signed or sealed by Party A’s
legal representative (person in charge) or authorized agent and Party B’s
representative or authorized agent.

     

    11. This
Contract is in quadruplicate.

     

    12. Other
Provisions

     

    Article
9  Statement and guarantee of Party A

     

    1. Party
A clearly knows the business scope and scope of authorization of Party
B.

     

    2. Party
A has already read all the clauses of this contract and the Master Contract.
Upon Party A’s request, Party B has already explained the clauses of this
Contract and the Master Contract. Party A is completely aware of and fully
understands the meaning and the corresponding legal consequences of the clauses
of this Contract and the Master Contract.

     

    3. Party
A has the legal qualification to be Guarantor. The Guarantee provided by Party A
hereunder complies with the provisions of the law, administrative regulations,
rules and articles of association or internal constitutional documents of Party
A, and has already obtained the approval of the company’s internal competent
body and/or the State’s competent authority. Any liabilities arising from the
lack of Party A in the right to sign this Contract shall be undertaken by Party
A, including but not limited to full compensation for the losses that Party B
suffered thereby.

     

    4. Party
A acknowledges that it fully understands the conditions of Borrower’s assets,
debts, operation, credit and credibility, whether the Borrower has the subject
qualification and authority to sign the Master Contract and all the contents of
the Master Contract.

     

    Party A
(Seal):

     

    Legal
representative (Person in Charge) or Authorized agent (Signature):


     

    May 31,
2010

     

    Party B
(Seal)

     

    Legal
representative  or Authorized agent (Signature):


     

    May 31,
2010