File
No.    

    Exclusive
Distribution Agreement

    


    Party A:
YBM Group China Co.,
Ltd.

    Party B:
Shanghai Vomart Auto
Parts Co.,Ltd.

    


    According
to the relevant provisions of Contract Law of the People’s
Republic of China and Product Quality Law of the People’s
Republic of China, Party A and Party B, through mutual friendly
consultation on the basis of equality and mutual benefit, have reached the
following agreement (“Agreement”) regarding distribution of Auto
accessories:

    


    Article
1    Clauses and Effectiveness of Agreement

    


    1. This
agreement includes three parts: (a) the body of the Agreement; (b) Appendix I -
Cargo Receipt;(c) Appendix II - Purchase and Sale List

    2.  This
agreement and its appendixes shall become effective after being signed and
sealed by the authorized agents of both parties. This agreement is in duplicate,
one for party A and one for Party B with the equal legal effect. In the event of
modification and supplement of any clause in this agreement, both parties shall
sign the amended clause and hereto shall become effective upon being signed and
sealed by the authorized agents of both parties.

    3.  The
components of the Agreement need to be printed except the signatures of
representatives and signing date. Any written or altered parts are
invalid

    4.  In
the event that any provision or content of this agreement is invalid, the
remaining provisions and contents shall not be affected and shall remain
valid.

    5. The
validity of this Agreement is 1 year: from July 1, 2010 to June 30,
2011.

    6. After this
agreement matures, if both parties continue to have purchasing order
transactions, both parties shall implement according to the provisions in this
agreement; but they shall implement according to the new agreement signed by
both parties during or after this period.

    7.
Authorized Region and nature: Part A agrees to authorize Part B as the exclusive
distributor in mainland China (referred to as “Distribution
Territory”)

    


    Article 2  Representation and
Warranty.

     

    1.
Through friendly consultation, both parties have entered into this agreement ,
through friendly consultation on the basis of honesty, equality, fairness, and
voluntariness.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    2.   Both
parties have read and fully understood all clauses of this agreement. With
respect to any non conducive terms, one party has been fully explained by the
other party and has understood prior to signing this agreement. In accordance
with the provisions of contract law, has been faithfully fulfilled the
notification obligation.

     

    3.  Warranty
of Party B.

    
      	
            	
              1)

            	
              Party
      B has the valid legal qualification and continuous reliable capacity to
      enter into and perform this Agreement;

            


    

    
      	
            	
              2)

            	
              Prior
      to signing the Agreement, Part B shall provide copy of its business
      license, tax registration certificate , legal representative ID and
      original certification of authorization signed by the authorized
      representative with the seal, and provide the originals for verification
      per Party A's requirement;

            


    

    
      	
            	
              3)

            	
              Part
      B guarantees the authenticity, accuracy and integrity of the materials
      provided by PartyB;

            


    

    
      	
            	
              4)

            	
              Part
      B commits and guarantees to legally use Part A’s trademarks, corporate
      names and the relevant logos after Party A’s written consent, shall not
      harm Party A’s reputation and slander Party A’s
    credibility;

            


    

     

    4.  Part
A guarantees to provide Part B with products. In the event of claims arising as
a result of quality problems, Party B shall notify Party A the quantity of these
defective products and specifications in writing. Party A will dispatch business
or quality control personnel to provide onsite services, or Party B return the
products. If there is proved to be  product problems by Party A, the
defective products shall be replaced with other equal value products as
compensation.

    


    Article
3  Name, Variety, Specification, Quantity, Price and Quality
of  the Authorized distribution products

     

    
      	
               
      

            	
              1.

            	
              Refer
      to Appendix 2 for the list of products’ name, variety, specifications,
      quantity, and price provided by Part A. Appendix 2 - purchase and sale
      list shall have the equal legal effect as this agreement upon being signed
      and sealed by legal representative or authorized
  agent.

            


    

    
      	
               
      

            	
              2.

            	
              The
      standard of products technology and quality provided by Part A shall be
      implemented according to the national standard or the industry standard;
      otherwise shall be implemented according to the enterprise manufacture
      standard.  If there is no technology and quality standard, it
      shall be implemented according to realization of the agreement purpose and
      products usage.

            


    

    
      	
               
      

            	
              3.

            	
              Party
      A has the right to offset any amount owed by Party B to any amount owned
      to Party B regardless of the amount owned under this agreement or by other
      means.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Article
4  Delivery time & term

     

       See
Appendix 2

    


    Article
5   Product price and payment method

     

       See
Appendix 2

    


    Article
6   Delivery & Ownership

    


    
      	
               
      

            	
              1.

            	
              Hereinafter refers to
      “warehouse ”,  the designated delivery
      place.  According to the stipulation of both parties, a delivery
      has taken place once the products leave the warehouse for Party A to
      perform the agreement. Part A shall undertake the risk of products loss
      and damage prior to products leaving warehouse, once the products leave
      the warehouses, the risk shall pass to Party
B

            


    

    


    
      	
               
      

            	
              2.

            	
              In
      the event that Party A fails to fulfill the agreement and fails to confirm
      any specific delivery due to Party B’s fault, Party A shall reserve the
      right to store product in warehouse, but Party B shall bear the risk and
      cost. The above mentioned choice doesn’t affect Part A to obtain other
      rights or remedies per this
contract;

            


    

    
      	
               
      

            	
              3.

            	
              The
      product ownership can only be transferred on condition that Part B has
      paid off the amount and also Party B does not owe any payment of Party A
      in this agreement or outside this agreement.  Prior to the above
      conditions are met, the product ownership shall not be transferred and be
      kept by Party A;

            


    

    
      	
               
      

            	
              4.

            	
              Before
      Party A transfers the product ownership to Party B,  Party B
      shall transfer to the unpaid cargo to Party A requested by Party A at the
      first time. If Party B fails to fulfill the corresponding provision, Party
      A shall  access  to any place possessed, hold or
      controlled by Party B and re-attain the above-mentioned products without
      bearing any liability.

            


    

    


    Article  7  Intellectual
property Rights, trade mark and trade name

     

    
      	
               
      

            	
              1.

            	
              The
      registered or unregistered trade mark, trade name, design, intellectual
      property right of Part A, including its company group and
      subsidiary  shall belong to Part A. Part B is only entitled to
      use Party's trademark logo during the valid period of the Agreement in the
      purpose of selling Party A’s products but not for any other purpose. Party
      B shall not change, cover, move, remove or damage products related to
      trademarks and brand names.  Upon expiration date of the
      Agreement, Party B shall not use the trademark symbol in any way or any
      purpose.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              2.

            	
              Part
      A guarantees that the supplied products does not constitute any
      infringement of industrial property and intellectual property; B
      guarantees that the purchased product is not used for any infringement
      purpose of industrial property and intellectual property. Violators shall
      bear all tort liabilities hereto.

            


    

    


    Article
8  Product
acceptance

    


    1. The
product acceptance date is three days starting from the date of receipt of Part
B;

    2. During
the acceptance period, if Part B finds the number of products, variety, type,
size, appearance which can be observed, are not in accordance with the contract,
Part B shall notice Part A in written and meanwhile shall properly keep the
products. If Part B doesn’t raise any objection during the acceptance period,
the products will be taken as compliance with the terms of the
Agreement.

    


    3.If  Party
B’s Custody of the product has caused the loss, loss increase, decline in the
quality, Party B shall bear the corresponding liability.

    


    Article  9  Confidentiality

    


    
      	
               
      

            	
              1.

            	
              Party
      B shall strictly keep the buying price, sales price, promotion costs, and
      other commercial and technical information ( including but not limited to
      price, marketing information and the customer name list) related to Party
      A’s business, products, programs, or development as confidentiality per
      Party A.  Without the written consent from Part A, Party B shall
      not disclose it to any third party. Otherwise, Party A is entitled to
      request Party B to compensate its loss caused by Party B’s violation of
      the confidentiality

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      effect of this confidential clause is independent from the this Agreement,
      which shall not be invalid and terminated because this Agreement is
      invalid or terminated. Party B shall continue to involve the
      confidentiality of the confidential
information.

            


    

    


    Article  10  Force
majeure

    


    
      	
               
      

            	
              1.

            	
              Force
      majeure is defined any event or circumstance, at the time of signing this
      agreement, does not exist and can not reasonably be foreseen , and can be
      not controlled by any party, allowing a party can not fully or partially
      fulfill its obligations under this agreement. These circumstances include
      but are not limited to: the delay is caused by state or government action
      (including but not limited to failure to fulfill its obligations on time
      and make the necessary approval or license), crises, wars, strikes,
      natural disasters and energy shortages etc. The party affected by Force
      majeure of should immediately give a written notice to the other party,
      indicating the circumstances, causes and possible consequences, and shall
      attain a available proof of the force majeure event from the government
      department or a notary public within a reasonable time.  The
      exempted obligation only can be limited to the scope and duration caused
      by the majeure.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              2.

            	
              In
      the event that the behavior of one party is terminated during the force
      majeure, the other party, in a reasonable commercial range, may terminate
      to perform all or part of its obligation correspondingly, but shall pay
      the due amounts.

            


    

    
      	
               
      

            	
              3.

            	
              In
      the event that the force majeure continues to last for more than 30
      days,  the non-affected party is not liable to terminate this
      agreement, but it shall notify the other party in writing and pay the due
      amounts or return back to  the delivered
  product.

            


    

    


    Article  10  Termination
of  Agreement

     

    1. Party
A has the right to unilaterally cancel the agreement under the following
circumstance, and has right to recover all loans and products from to Party B.
Party B shall compensate Party A all the losses caused thereby:

    


    
      	
            	
              1)

            	
              In
      the event that Party B violates the provisions stipulated in this
      agreement, Party B still does not make ratification upon Party A’s written
      notice, then Party A has right to terminate this agreement immediately by
      sending a written notice to Party
B.

            


    

    


    
      	
            	
              2)

            	
              Party
      B’s mode of operation is against the state laws and
      regulations.  Party A shall terminate the Agreement by notifying
      Party B in writing

            


    

    


    
      	
            	
              3)

            	
              Party
      B is automatically or forced to close down, liquidation, bankruptcy,
      frozen and seized property or is involved in commercial or criminal
      liability etc, Party A has right to terminate this agreement immediately
      by sending a written notice to Party
B.

            


    

    


    2. Within
ten days after the termination of this Agreement, both parties
shall

     cooperate
to settle the outstanding amount during the cooperation period.

    


    Article
11  Responsibility of breach the contract

    


    
      
        	
              	
                1.

              	
                Part
      B fails to pay the payment and cost as stipulated in the Agreement,
      Party B
      shall pay liquidated damages at Thousandth of the due amount per
      day.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              2.

            	
              In
      the event of termination of this Agreement or returning goods due to Party
      B’s fault, Party B shall pay liquidated damages at 30% of the involved
      product price to Party A

            


    

    
      	
               
      

            	
              3.

            	
              If
      Party A fails to deliver goods on time or delay the delivery due to Party
      B’s fault, Party B shall pay liquidated damages to Party A at thousandth
      of the contract price per day and also is responsible for the actual
      losses of Party A. Otherwise, Party A shall pay liquidated damages to
      Party B at thousandth of the contract price per
  day.

            


    

    
      	
               
      

            	
              4.

            	
              In
      the event that the products provided by party A has quality problem and
      can not meet national standards, industry standards, manufacturer
      standards and purpose of realization this Agreement, they shall be
      replaced or returned.

            


    

    


    Article
12  Settlement of Disputes

     

    Both
parties shall negotiate for settlement in time if there is any dispute during
the execution process of this Agreement. If the negotiation fails, both parties
may also request mediation. If the mediation fails, then shall solve through
Shanghai Arbitration Committee.

    


    Article  13  Conflict
of interest

    


    Both
parties shall avoid all issues related to conflict of interest with the other
party and shall ensure the best reputation. Responsibilities of both parties to
abide by the provisions of this agreement, including but not limited to: prevent
its employees  providing or receiving expensive gifts, etiquette,
hospitality, bills, loans and other things that are deemed to damage the
reputation and interests of the other party. If one party knows any employee or
representative of the other party conducts interests or influence it, that party
shall notify the other party as soon as possible.

    


    Article
14  Miscellaneous

    


    
      	
               
      

            	
              1.

            	
              “In
      written” used in this Agreement refers to  letters, telegrams,
      faxes, and graphs.

            


    

    
      	
               
      

            	
              2.

            	
              all
      amendments, supplement, deletion or change to this Agreement must be in
      writing and a supplemental agreement shall be signed. The Supplementary
      agreement constitutes an integral part of this agreement, and has the same
      legal effect as this agreement

            


    

    
      	
               
      

            	
              3.

            	
              This
      agreement is in triplicate,  two for Part A, one for Part B,
      shall become effective upon being signed and sealed by both
      parties.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Part A: YBM Group China Co.,
Ltd.  Part B:
Shanghai Vomart Auto Parts Co.,Ltd.

    


    
      	
              Legal
      representative:

            	
              Legal
      representative:

            
	
              Authorized
      agent:

            	
              Authorized
      agent:

            
	
              Tel.:

            	
              Tel.:

            
	
              Add.
      :

            	
              Add.:

            
	
              Post
      code:

            	
              Post
      code:

            
	
              Account
      Number:

            	
              Account
      Number:

            
	
              Date:
      July 1, 2010

            	
                Date:
      July 1, 2010

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Appendix
I      Cargo Receipt

     

    Upon
receiving the goods, Party B shall check its integrity, packing list, and the
match of goods. If any goods are damaged, missing, inconsistency of a single
item, party B shall request the carrier to sign delivery receipt on the spot to
confirm the reason of damaging or missing goods, detailed name, quantity,
packaging, and shall notify  party A’s staff as soon as
possible.

    


    
      After
inspecting and receiving all goods, Party B’s authorized personnel shall sign
the receipt for the actual received quantity, signature, seal and write the time
of receipt. The authorized personnel’s signature or seal shall be on the receipt
hereinto.

    

    
      


    

    Part B
shall provide Party A with the authorized personnel’s signature or receipt stamp
style, and shall promptly notify party A with any changed information or
material.

    


    Part
A  does not accept any returned goods that have been accepted by Party
B

    


    
      
        	
                Company:

                 

              	 
      
	
                Delivery
      address:

                 

              	 
      
	
                Authorized
      recipient

                 

              	
                Contact
      Tel/Cell:

              
	
                Signature
      style :

                 

              	
                Stamp
      style:

              
	
                Available
      Time ( list in details):

              
	
                Unavailable
      time (e.g. Saturday, Sunday and holiday):

                 

              


      

    

    


    Part
B  signature/seal:

    Date:



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Appendix
II    Purchase and Sale List

    


    Product
Name: Filter, belt, brake pads and generator.

    Manufacturer:
YBM Group China Co., Ltd. and its subsidiaries.