Labor
Contract

     

    
      
        
          
            
              
                
                  	
                          Party
      A (the employer): Shanghai Vomart Auto Parts Co., Ltd.

                          Address:
      No. 288 Maodian Road, Liantang Town, Qingpu District

                          Economic
      type: Limited Liability

                          Legal
      representative: Shen Zhoufeng

                          Postal
      code: 201715

                          Contact
      #: 021-59815555

                        	
                          Name
      of Party B: Zhoufeng Shen

                          Registered
      location: Puxie, Lucheng District, Wenzhou city, Zhejiang
      Province

                          ID
      card No: 330323197210200035

                          Current
      Residence address ( Street): No. 128-66  Civil Aviation
      Road

                          Postal
      code:

                          Contact:

                        


                

              

            

          

        

      

    

     

    Party B
has been advised on and fully understood its applied post/position’s job nature
and requirements, working conditions, labor protection and other basic
information related to implementation of rights and obligations of labor
contract from Party A, and he commits that the application data provided to
Party A is authentic and valid. According to Labor Law of PRC , Contract Law of PRC and other
provisions of relevant laws and regulations, both Parties have reached the
following agreement (“Contract”) on the principle of legality, fairness,
equality, free will, consensus and good faith:

     

    I.
Contract  type and period

     

    1.  Contract
period

    
    

    Party A
and Party B select the following type 1 to determine
duration of this contract:

     

    
      
        	
                 
      

              	
                1)

              	
                Fixed
      period, from October 21,
      2010 to January 1,
      2013, a total
      of months.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                2)

              	
                 Non-fixed
      period, from         (MM/DD/YY)
      till appearance of termination conditions by laws and
      regulations.

              
	 	 	 


      

    

    
      	
               
      

            	
              3)

            	
              Period
      on the base of completion of certain tasks: from          (MM/DD/YY)
      till when the
      work is completed, then the Contract will terminate
      automatically.

            


    

     


    2.
Probation period

     

    
      
        	
                 
      

              	
                1)

              	
                 Probation
      period starts on         (MM/DD/YY
      )and ends on         (MM/DD/YY),
      a total of months.

              
	 	 	 


      

    

    
      	
               
      

            	
              2)

            	
              If
      Party B has been proved not to meet the employment requirements during the
      probation period, Party A shall terminate the Labor Contract at any time
      after providing reasons.

            


    

     

    II  Post
and work location

     

    1. Party
A, based on operating (working) need, employs Party B to serve as General Manager of
the General Management
Department.

     

    2.  Change
of post

     

    
      	
               
      

            	
              1)

            	
              According
      to the company's operating needs and Party B's working performance or
      health condition, Party A shall change Party B's post and the
      corresponding work arrangement, while Party B shall present full
      understanding and consent.

            


    

     

    
      	
               
      

            	
              2)

            	
              Party’s
      B work content shall be based on job description or job responsibilities
      scope provided by Party A.  According to work content standard
      specified in the preceding paragraph, Party B shall complete the work task
      in a timely, qualitative and quantitative manner, and further accept Party
      A’s evaluation.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3)

            	
              If
      Party B fails to meet the evaluation criteria after evaluation, it is
      regarded that Party B is not qualified for the post as stipulated in the
      contract; Party A shall notify Party B in writing to change his
      post.

            


    

     

    
      	
               
      

            	
              4)

            	
              Upon
      receiving Party A’s written notice for post change in conformity to agreed
      conditions, Party B shall report to the new post on the date specified in
      the notice, otherwise Party A may terminate this
  contract.

            


    

     

    
      	
               
      

            	
              5)

            	
              For
      Party A’s operation needs, Party B's work locations includes but not
      limited to the following:  location of Party A’s domestic
      branches; location of Party A’s affiliated organizations; location of
      Party A’s customers and suppliers and other regions where Party A launches
      business activities. Party B's working location and working time shall be
      arranged by Party A based on work demand and business
    needs.

            


    

     

    III.  Working
hour, break and vacation

     

    1.  Party
A shall, according to post nature, business needs etc, make specific
arrangements on Party B’s working hours in compliance with government
regulations. And Party B now implements working system determined in the
following item 1

     

    
      	
               
      

            	
              1)

            	
              Standard
      working hours: 5 days per week,  no more than 8 hours per day.
      Meal time is not included in the working
hours.

            


    

     

    
      	
               
      

            	
              2)

            	
              Comprehensive
      calculating working time System: working hour is comprehensively
      calculates according to period approved by the government, and specific
      work and break time shall be executed according to the company’s
      regulations.

            


    

     

    
      	
               
      

            	
              3)

            	
              Variable
      interval working system:  the post of variable interval working
      system shall be implemented according to the government approval, under
      condition of ensuring the completion of tasks, work and break time shall
      be implemented according to the company’s
  regulations.

            


    

     

    2 For
variable interval and comprehensive working time system, Party A’s obtainment of
valid approval from the labor administrative department serves as a
precondition.  In the valid period of labor contract, if the post is
not approved or the approval qualification is revoked, both parties shall
implement automatically in accordance with the standard working hours system; If
Party B’s post that is originally implemented in standard working hours system,
implements  in comprehensive calculating working time system or
variable interval working system upon approval by relevant government
authority,  then Party B's working time is automatically implemented
in accordance with the approval.

     

    3.  Based
on its work demand and the operation needs, Party A can arrange Party B to work
overtime by law. If Party B works overtime by Party A’s arrangement or approval,
by law, party A shall provide Party B with the corresponding compensatory leave
time or pay overtime wages according to the Party A's relevant rule and
regulations. All overtime work needs prior application or approval; otherwise it
is regarded as invalid.

     

    4. Party
B can enjoy statutory holidays and other holidays in accordance with the State’s
regulations and Party A’s system.

    
       

      IV.
Labor protection and working conditions

       

      1.  Party
A shall provide Party B with sound working environment and labor protection
facilities in accordance with state’s regulations; shall establish and improve
labor safety and hygiene system; shall strictly implement state labor safety and
hygiene regulations and standards and provide Party B with labor safety and
hygiene education so as to prevent accidents in the work process and reduce
occupational hazards. Party B shall consciously attend with a view to enhancing
awareness of labor safety and self-protection.

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    V.
Labor remuneration

     

    1. Party
A confirms that Party B shall implement the following wage form in
accordance with the company’s wage system:

     

    1).
Hourly wages

     

    During
probation period, Party B’s basic wage is RMB 8000 Yuan/ month
before taxes. The performance bonus is ____
Yuan/ month, which is vouched and issued according to Party B’s job
performance and its assessment thereof.

     

    Upon
becoming a regular employee, Party B’s basic wage when is ____ Yuan/ month before taxes, and the
performance bonus is ____ Yuan/ month,
which is vouched and issued according to Party B’s job performance and its
assessment thereof.

     

    Bonus of
business personnel is implemented according to the company’s bonus-awarding
policy for business personnel.

     

    In the
event that Party A’s wage system or Party B’s post is changed, Party B’s wage is
determined according to the wage standards of the new post.

     

    2). Other
wage forms, as specified below:

     

    2. Party
A shall pay monetary wages to Party B monthly, with a pay day on the 15th of the following
month. If Party B has any issues with the wage payment, Party B shall consult
with HR personnel within a week. Otherwise, it will be regarded as Party B’s
consent.

     

    VI.
Social insurance and welfare

     

    1. Party
A and Party B shall participate in a social insurance or comprehensive insurance
of non-resident employees in accordance with the provision of local governments.
Party A shall pay the due amount on behalf of Party B, which shall be withheld
from Party B’s wage.

     

    2. In the
valid period of the Contract, Party A shall reimburse Party B according to the
relevant state and local (i.e., Party B’s working location) regulations and
provisions in the events of Party B’s maturity leave, retirement, sickness,
industrial injury, disability, and death.

     

    VII.
Labor discipline, rules and regulations

     

    
      	
              1.

            	
              Party
      A formulates and publishes various rules and regulations according to
      related national laws and
regulations.

            


    

     

    
      	
              2.

            	
              Party
      B shall abide by the rules and regulations, formulated by Party A
      according to laws, which are discussed and published or notified to Party
      B. Party B shall obey Party A’s leadership, management and direction, and
      keep secret of Party A’s business.

            


    

     

    
      	
              3.

            	
              If
      Party B violates labor discipline or Party A’s rules and regulations,
      Party A may take certain disciplinary actions, or impose economic
      punishment to Party B in accordance with the State and Party A’s rules and
      regulations, even to terminate the Labor
  Contract.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    VIII.
Modification, rescission, termination and renewal of Labor Contract

     

    1. If one
of the following situations occurs, Party A and Party B can modify the
contract:

     

    
      	
               
      

            	
              1)

            	
              Both
      parties reach a consensus not to damage interests of country, collectivity
      and others;

            


    

     

    
      	
               
      

            	
              2)

            	
              In
      the case of the occurrence of substantial changes to objective
      circumstances, on the basis of which the Labor Contract is entered into,
      the labor contract may be modified upon mutual consultation by both
      parties;

            


    

     

    
      	
               
      

            	
              3)

            	
              Labor
      Contract can not be fully fulfilled because of force
    majeure;

            


    

     

    
      	
               
      

            	
              4)

            	
              Laws
      and regulations, on the basis of which the Labor Contract is entered into,
      have been amended;

            


    

     

    
      	
               
      

            	
              5)

            	
              Other
      situations regulated in laws and
regulations.

            


    

     

    2. Party
A can terminate the contract if any one of the following situations happens to
Party B:

     

    
      	
               
      

            	
              1)

            	
              Party
      B fails to satisfy the employment requirements during the probation
      period;

            


    

     

    
      	
               
      

            	
              2)

            	
              Substantially
      violates the rules and regulations stipulated by Party
  A;

            


    

     

    
      	
               
      

            	
              3)

            	
              Party
      B has neglected its own duties materially or been engaged in malpractice
      for personal interest , but has caused heavy losses to the interest of
      Party A;

            


    

     

    
      	
               
      

            	
              4)

            	
              Party
      B establishes labor relationship with other employers without written
      consent of Party A, and refuses to rectify even with Party A’s
      warning;

            


    

     

    
      	
               
      

            	
              5)

            	
              Party
      B misleads Party A to enter into or modify the Labor Contract through
      cheating, coercion or taking advantages of Party A’s
      vulnerability;

            


    

     

    
      	
               
      

            	
              6)

            	
              Party
      B is subjected to criminal
liability;

            


    

     

    3. If one
of the following situations happens, Party A can terminate this contract, but
shall notify Party B in writing 30 days in advance;

     

    
      	
               
      

            	
              1)

            	
              Party
      A lays off employees under legal
procedures;

            


    

     

    
      	
               
      

            	
              2)

            	
              Party
      B has been attached by a disease or has non-industrial injury. After the
      medical treatment period expires, Party B can neither perform the former
      job nor engage in other jobs arranged by Party
  A;

            


    

     

    
      	
               
      

            	
              3)

            	
              Party
      B is not competent for the work and still fails to complete the work after
      receiving training or post
adjustment;

            


    

     

    
      	
               
      

            	
              4)

            	
              The
      original contract can not be performed because of substantial changes in
      objective circumstances on which the original Labor Contract was based.
      Both parties can not reach a consensus on modifying the Labor Contract
      upon mutual consultation.

            


    

     

    4. If one
of the following situations happens to Party B, Party A can not terminate the
Labor Contract in accordance with Section 3 above of this Article (with the
exception that is stipulated by laws and regulations);

     

    
      	
               
      

            	
              1)

            	
              Party
      B has not gone through occupational health examination prior to leaving
      the position, or  is a suspected occupational patient in
      diagnosis stage or medical observation
stage;

            


    

     

    
      	
               
      

            	
              2)

            	
              Party
      B has been attached by an occupational disease or has industrial injury,
      and has lost or partially lost labor
capacity;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3)

            	
              Party
      B has been attached by a disease or has non-industrial injury but still is
      in the regulated medical treatment
period;

            


    

     

    
      	
               
      

            	
              4)

            	
              Female
      employee in pregnancy, childbirth, and breast-feeding
    period;

            


    

     

    
      	
               
      

            	
              5)

            	
              Party
      B has consecutively worked for more than 15 years for Party A and is less
      than 5 years to reach the retirement age as stipulated by
    law;

            


    

     

    
      	
               
      

            	
              6)

            	
              Other
      situations as stipulated by laws and administrative
      regulations.

            


    

     

    5. If one
of the following situations happens, Party B can notify Party A to terminate
this contract at any time:

     

    
      	
               
      

            	
              1)

            	
              Party
      A fails to pay labor remuneration and social insurance as stipulated in
      the Contract, or fails to provide labor protection or working condition as
      stipulated in the Labor Contract;

            


    

     

    
      	
               
      

            	
              2)

            	
              Party
      A has forced Party B to work by means of violence, threaten or unlawful
      restrain of Party B’s liberty;

            


    

     

    
      	
               
      

            	
              3)

            	
              Party
      A has forced Party B to work in dangerous condition in violation of safety
      regulations;

            


    

     

    
      	
               
      

            	
              4)

            	
              The
      rules and regulations of the employer violate provisions of laws and
      regulations and endanger employee’s’ rights and
  interests;

            


    

     

    
      	
               
      

            	
              5)

            	
              Labor
      Contract is invalid because of violation of the first item of the Article
      26 in Labor Contract Law
      of People’s Republic of
China;

            


    

     

    
      	
               
      

            	
              6)

            	
              Other
      situations as stipulated in laws and administrative
      regulations.

            


    

     

    6. Unless
as stipulated in Section 5 of this Article, Party B can terminate this contract
by notifying Party A in writing 30 days in advance.

     

    7. This
contract can be terminated upon mutual consultation by both
parties.

     

    8. If one
of the following situations happens, this contract can be terminated
automatically. Both parties go through the procedures of terminating Labor
Contract:

     

    
      	
               
      

            	
              1)

            	
              Term
      of this contract is full

            


    

     

    
      	
               
      

            	
              2)

            	
              Party
      B starts enjoying basic retirement pension
  lawfully;

            


    

     

    
      	
               
      

            	
              3)

            	
              Death
      of Party B or declared death or missing by People’s
  Court;

            


    

     

    
      	
               
      

            	
              4)

            	
              Party
      A is declared bankruptcy lawfully;

            


    

     

    
      	
               
      

            	
              5)

            	
              Party
      A is revoked its business license, is ordered to shut down or dissolve; or
      Party A decides to dissolve in
advance;

            


    

     

    
      	
               
      

            	
              6)

            	
              Other
      situations as stipulated in laws and administrative
      regulations.

            


    

     

    10. If
both parties have the intention to renew the contract, they shall conduct mutual
consultation on the renewal procedures prior to the end of the contract. If both
parties can reach an agreement, then the Labor Contract can be
renewed.

     

    11. After
this contract matures, if both parties still have labor relationship, they shall
retroact or renew Labor Contract within one month.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    12. Party
B shall, upon the termination or cancellation of the Contract, return on time
all used, borrowed or kept articles, tools, and technical information of Party A
(including any information carrier or customer information related to Party A’s
business) according to Party A’s termination rules, and agree that Party A can
deduct debts from the Party B’s salary or compensation if Party B does not pay
off debts to Party A.

     

    IX.
Nullification of Labor Contract

     

    Before
Party B signs the Labor Contract, Party A has the right to know Party B’s basic
information directly related to Labor Contract, including but not limited to
Party B’s education background, resume, qualification or certificate and whether
Party B’s previous labor relation was cancelled or terminated, etc. Party B
shall state and commit in writing of the authenticity of all materials
presented. If Party B misrepresents information on purpose or hides any basic
information mentioned above to cheat Party A to sign the Labor Contract, it
shall be regarded as Party B’s fraudulent conduct to mislead Party A. Hereto
Party A has the right to terminate the contract, the loss caused to Party A
shall be fully undertaken by Party B.

     

    X.
Responsibilities by canceling, termination or violation of Labor
Contract

     

    1. If one
of the following situations happens, Party A shall undertake liability for
damage;

     

    
      	
               
      

            	
              1)

            	
              Labor
      rules and regulations stipulated by Party A violate laws and regulations,
      and cause damages to Party B;

            


    

     

    
      	
               
      

            	
              2)

            	
              Invalid
      Labor Contract due to Party A‘s fault that has caused damages to Party
      B;

            


    

     

    
      	
               
      

            	
              3)

            	
              Party
      A terminates the labor contract in violation of labor laws and
      regulations, or intentionally delays to sign the labor contract, and has
      caused damage to Party B;

            


    

     

    
      	
               
      

            	
              4)

            	
              Other
      situations as stipulated in laws and
  regulations.

            


    

     

    2. If one
of the following situations happens, Party B shall undertake liability for
damage;

     

    
      	
               
      

            	
              1)

            	
              Party
      B violates labor laws and regulations or rules stipulated by Party A, and
      has caused damages to Party A;

            


    

     

    
      	
               
      

            	
              2)

            	
              Invalid
      Labor Contract due to Party B‘s fault that has caused damages to Party
      A;

            


    

     

    
      	
               
      

            	
              3)

            	
              Leaving
      employee fails to transfer works following the rules, and has caused
      damages to Party A;

            


    

     

    
      	
               
      

            	
              4)

            	
              Party
      B violates Article IX in this contract, and has caused damages to Party
      A;

            


    

     

    3.  Compensatory
damages of Party B, include but not limited to:

     

    
      	
               
      

            	
              1)

            	
              Training
      expense and recruiting fee paid by Party
A;

            


    

     

    
      	
               
      

            	
              2)

            	
              Direct
      economic losses to production, operating and work caused by Party
      B;;

            


    

     

    
      	
               
      

            	
              3)

            	
              Other
      compensation stipulated in this
contract.

            


    

     

    XI.
Settlement of labor dispute

     

    Any dispute occurring in performing the
labor contract should be settled through negotiation by both parties. In case it
fails, one party can
resort to the Board of Arbitration in Party A’s domicile. The party that does not accept the
arbitral decision can file a law suit with People’s Court in Party A’s
domicile within 15 days upon
receiving the arbitration award.

     

    XII.
Other contents consulted by both parties

     

    1. Any
matters uncovered in this contract shall be subjected to mutual consultation by
both parties. But consensus reached by both parties shall not conflict with
existing state labor laws and regulations.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. During
the valid period of the labor contract, all patents, copyrights and other
intellectual properties produced by Party B on job duty using Party A’s material
and technology shall belong to Party A. Party B has no right to implement
commercial development.

     

    3. After
signing this contract, Party B shall not be employed by any other employers to
engage in the same, similar or competitive business with Party A.

     

    4. Party
B shall strictly keep Party A’s and its affiliated company’s confidential
information and business secrets during the valid period of the labor contract.
Party B shall not disclose it to any third party (including Party A’s employee
not related to the work). Party B’s violation of the confidentiality is regarded
as a serious breaching of the contract, and constitutes sufficient reason for
Party B to be dismissed.

     

    5. Both
parties shall enter into another Service Agreement whenever Party B is trained
with cost covered by Party A.
This agreement is as an appendix of the Contract and shall has the same
legal effect as the Contract.

     

    6.  Both
parties shall enter into another Non-Competitive Agreement if Party B holds an
important post with access to confidential business information of Party A. This
agreement is as an appendix of the Contract and shall has the same legal effect
as the Contract.

     

    XIII
Miscellaneous

     

    1. This
labor contract is in triplicate, two for Party A, one for Party B, and will take
into effect after execution of both parties, with the same legal
validity.

     

    2.
Appendix of the Contract has the same legal effect as the Contract. However, if
the clauses of this contract have any conflict or inconformity with contents of
appendix, contents in the appendix shall prevail.

     

    3. Party
B confirms that the following address is the mailing address for documents
related to the labor contract. If the address is changed, Party B shall notify
Party A and the address on this contract shall be changed
accordingly.

     

    
      
        
          
            
              
                
                  	
                          Current
      address and post code:

                        	
                          Employee
      signs and confirms

                        
	
                          Changed
      address and post code:

                        	
                          Employee
      signs and confirms

                        
	
                          Changed
      address and post code:

                        	
                          Employee
      signs and
confirms

                        


                

              

            

          

        

      

    

     

    XIV.
Special Notes

     

    1. Party
B acknowledges to have received and agrees to abide by the various rules and
regulations of Party A that are effective at the time the contract is signed. If
Party A’s existing rules and regulations, matters uncovered or contract clauses
conflict with current labor laws and regulations, the latter shall prevail.
Otherwise, they are still legal and thus effective.

     

    2. This
contract shall become effective upon being signed or sealed by both parties. The
contract will be invalid once altered or signed without
authorization.

     

    3.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
        

      
        

      

      Appendix
1. “Employee Manual”

      
        
          

        

      

      2.

      
        

      

    

    
      3.

      
        
          

        

      

       

      
        
          
            	
                    Party
      A seal:

                  	 
      	 
      	
                    

                  
	
                    (Legal
      representative or authorized agent, seal)

                  	 
      	 
      
	 
      	 
      	 
      
	
                    

                  	
                     
      Shanghai Vomart Auto Parts Co.,ltd.

                  	 
      	
                    Party
      B signature:

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Shen
      Zhoufeng

                  	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Oct
      21, 2010

                  	 
      
	 	 	 
	
                    Oct
      21, 2010