Contract
No.: (200) Bank of Shanghai ZBZ No. 731112103032

     

    Maximum
Amount Guarantee Contract

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     Maximum
Amount Guarantee Contract

     

    Guarantor:
YBM GROUP CHINA CO., LTD (hereinafter referred to as Party A)

    Address:  Baotian
Industrial Park, Tangxia Town, Ruian City, Zhejiang. Postal code:
325500

     

    Tel:
0577-65218870

     

    Fax:

     

    Legal
representative: CHEN, Xiuqin

     

    Place of
Signing: Shanghai

     

    Date of
Signing: June 5, 2010

     

    Creditor:
China CITIC Bank Co. Ltd, Shanghai Branch (hereinafter referred to as Party
B)

     

    Address:
61 East Nanjing Road, Shanghai. Postal code: 200002

     

    Tel:
23029000

     

    Fax:
63611600

     

    Legal
representative: ZUO Weiguo

     

    Place of
Signing: Shanghai

     

    Date of
Signing: June 5, 2010

     

    In order
to guarantee the implementation of multiple claims (hereinafter referred to the
Principal Debt) continuously occurred within a certain period between Party B
and Shanghai Vomart Auto Parts Co., Ltd. (hereinafter referred to the Debtor),
Party A agrees to provide the maximum amount guarantee. According to "Contract
Law of PRC", "Security Law of PRC" and other relevant laws and regulations,
Party A and Party B have hereby reached the following agreement via equality and
negotiated consensus:

     

    Article
I Definitions

     

    1.1 The
maximum amount guarantee: refers to Party A and Party B set a maximum amount
based on the multi- debts continuously occurred within a certain period on the
part of the debtor, Party A, within the range of maximum amount, fulfills the
agreement of providing Party B with guarantee on debt for the debtor. The
maximum amount refers to total balance of all debts borne by the debtor to
Party B (including contingent liabilities).

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Article
II  The Secured Debt

     

    2.1 The
secured debt refers to a series of debts occurred to Party B handling
business credit for the debtor commencing from June 23, 2010 to September 23,
2011, including but not limited to various types of loans, bank notes, letters
of guarantee, letters of credit and other banking business.

     

    2.2
Maximum amount principal of the secured debt is equivalent of RMB sixteen
million only (in words). If Party A performs guarantee obligations pursuant to
this contract, the maximum amount of the principal that it guarantees shall be
deducted according to the amount of the principal that Party A
settles.

     

    2.3
Within the agreed term and the maximum amount, a series of contracts, agreements
and other legal documents signed by Party B and the debtor on the basis of
the formation of credit-debt relation shall be the Master Contract of this
contract.

     

    Article
III  Method of Guarantee

     

    3.1 Party
A provides several and joint liability guarantee. If the single debt under the
master contract matures, the debtor does not fulfill or does not fully fulfill
the debts on time, Party B shall be entitled to request Party A to undertake
guarantee liability.

     

    3.2 When
the debtor fails to fulfill his obligations per Master Contract, no matter
whether Party B has other guarantee for the debts under this contract (including
but not limited to such guarantee methods:, guarantee, mortgage, pledge, letter
of guarantee, standby letter of credit), Party B is entitled to directly request
Party A to undertake the guarantee liability within its scope of
guarantee.

     

    Article
IV  Term of Guarantee

     

    4.1 The
term of Guarantee assumed by Party A shall be two years, that is, two years
since expiration date for fulfillment of debt made by the debtor per agreement
of each specific business contract. The term of Guarantee under each specific
business contract shall be calculated separately.

     

    4.2
Provided that the agreed debt matures ahead of time in terms of laws and
regulations or according to master contract or stipulations under the master
contract made by both parties, the earlier maturity date is the expiration date
of fulfillment of the debt.

     

    4.3
Provided that the business under the master contract is L/C, bank accepted draft
or letter of guarantee, then the guarantee period is two years from the date of
advance; the guarantee period of each fractional advance shall be calculated
separately on the date of each advance applied.

     

    Article
V  Scope of Guarantee

     

    5.1 The
scope of Guarantee includes principal, interest, penalty interest, compound
interest, liquidated damage, damage, and cost for realization of the debt
(including but not limited to legal fees, arbitration fees, (within 20% of total
amount of principal debts) legal fees, travel expenses, appraisal fees, auction
fees or sale fees, transfer fees, security fees, public announcement fees and
implementation fees, etc.) and all other fees payable under the master
contract.

     

    Article
VI Party A’s Representation and Warranty

     

    6.1 Party
A is a legal person or other legal organizations established under the law of
the People's Republic of China, it boasts civil rights and act capacity for
signing or performing this contract, and is able to assume civil liability
independently, besides, Party A has obtained all necessary internal and external
legal approval and authorization for signing this contract.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.2 Party
A shall fully understand and agree all major provisions of the master contract,
voluntarily provides guarantee for the debtor, and all Party A’s contents under
the contract are authentic.

     

    6.3 The
establishment of the guarantee will not encounter any restrictions or will not
cause any illegal situation.

     

    6.4 All
documents, reports and statements provided by Party A shall be legitimate,
authentic, accurate and complete. In addition to the written disclosure to Party
B, Party A also has disclosed any other large liabilities (including contingent
liabilities), breach of contract, litigation, arbitration or other major assets
issues that may affect the performance of this contract.

     

    Article
VII Party A’s rights and obligations

     

    7.1 Party
A shall provide Party B with legal documents which can verify its legal identity
in an authentic and effective manner.

     

    7.2
During validity period of the contract, if Party A changes its legal name, legal
representative, project manager, address, phone, fax, etc., it shall notify
Party B in writing within seven days upon the change.

     

    7.3 if
the debts under the Master Contract matures or the debts are matured in advance
pursuant to the provisions of the Master Contract, where Borrower fails to repay
principal and interest of debts per master contract, Party B has right to
directly request Party A to pay off the debt. Party A guarantees that it has not
any reason to reject repay all claims requested by Party B, and shall waive the
right of defense stipulated in Article XX of the Guarantee Law.

     

    7.4 Party
A shall be obliged to provide Party B with balance sheet and description of all
external guarantees; it shall also periodically or at any time at Party B’s
requirement, provide its consolidated financial statements and other documents
authentically reflecting its operations and financial status.

     

    7.5
During validity period of the contract, such events that may impact Party A’s
guarantee capacity occur, including but not limited to, stock conversion,
reorganization, merger, division, shareholding restructuring, joint-venture,
cooperation, joint operation, contracting, leasing, change of business scope and
registered capital, and significant asset transfer, and others, Party A shall
notify Party B in writing thirty (30) days in advance.

     

    7.6
During validity period of the contract, In the event that any event unfavorable
to Party A’s guarantee capacity occurs, including but not limited to suspension
and termination of business, dissolution, applying for or being applied for
bankruptcy, suspension of business license, revocation, financial condition
deterioration, and involvement in litigation, arbitration, criminal prosecution
and administrative penalties, etc., Party A shall inform Party B in writing
within three days from the date that the aforementioned events occur or are
likely to occur.

     

    7.7 In
validity period of the contract, if Party A further provides a third party with
any kind of guarantee, Party B’s interests shall not be damaged.

     

    7.8 In
validity period of the contract, if situation stipulated in paragraphs 7.5 and
7.6 of this article occurs hereof, Party A shall guarantee to properly implement
all guaranteed responsibilities under this contract, it shall also provide
specific schemes for implementation of the guaranteed
responsibility.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.9 The
debtor fails to pay off debt under the master contract in whole or in part as
agreed (including laws and regulations or agreement as per master contract, or
both parties of the master contract agree that debt of the master contract
matures), Party B requires Party A to assume guarantee responsibility,
Party A shall immediately pay Party B per amount and means designated by Party
starting from the date of receipt of Party B’s written notice , so as to pay off
debt under master contract on behalf of the debtor.

     

    7.10 If
Party A fails to perform the obligation as stipulation of paragraph 7.9 in the
article, Party A authorizes Party B to directly deduct from any account opened
by Party B and / or exercise the disposal right to Party A’s property or
property rights legally possessed and managed by Party B so as to pay off debt
under the contract. When Party B collects money from Party A’s account, if
currency type of debt in the account differs from that of the master contract,
listing price published by Party B prevails for conversion on that
date.

     

    7.11 If a
third party provides guarantee for fulfillment of debt under the master
contract, Party A shall continue to assume guarantee responsibility agreed in
article III of the contract.

     

    Article
VIII Party B’s rights and obligations

     

    8.1 when
Party B transfers all claims under the master contract to a third party, it
shall promptly notify Party A in writing after signing the transfer
contract.

     

    8.2 Party
B and the debtor under the contract shall not notify Party A when signing the
specific business contract in terms of specific credit business under the master
contract.

     

    8.3 The
debtor fails to fully or partially fulfill all debt as per agreement of the
master contract (including laws and regulations or agreement per master contract
or both parties of the master contract agree the debt of the master contract
matures in advance), Party B is entitled to require Party A to assume guarantee
responsibility as stipulation of the contract.

     

    8.4 Party
B shall keep confidential of Party A’s related data, documents, information
provided by Party A, excluding those to be inquired or disclosed in accordance
with laws and regulations.

     

    Article
IX Liability for breach of contract

     

    9.1 Upon
execution of the contract, both Party A and Party B shall fulfill the
obligations of this contract, either party fails to perform or does not
completely fulfill the obligations of this contract, this default party shall
assume the corresponding responsibility for breach of the contract, and shall
compensate the losses incurred to the other party.

     

    9.2 If
statement and guarantee in Article VI of this contract made by Party A is
inauthentic, inaccurate, incomplete or intentionally misleading cause losses to
Party B, Party A shall compensate Party B.

     

    9.3 The
contract is invalid due to Party A’s fault. Patty A shall compensate Party B’s
losses within guarantee scope.

     

    9.4 In
the event that one of the following situation occurs within validity period of
the contract, Party B is entitled to require Party A to assume guarantee
responsibility or carry out corresponding legal measures to Party A, Party A’s
property or property rights.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    9.4.1 The
implementation term of debt under any master contract expires and Party A does
not pay off the debt to Party B;

     

    9.4.2
According to laws, regulations, provisions of master contract, debt under master
contract agreed by both parties matures ahead of time, and Party A does not pay
off the debt to Party B;

     

    9.4.3
Significant financial loss, assets loss, or assets loss arising from external
guarantee or other financial crisis occur on Party A, and Party A does not
provide corresponding guarantee or guarantee provided by Party A is not
satisfied by Party B;

     

    9.4.4
Operation and finance of Party A’s controlling shareholder and other affiliated
company are exposed to major crisis, or Party A makes large related transactions
with controlling shareholders and other affiliated company, which impacts the
normal operation of Party A, and Party A does not provide corresponding
guarantee or guarantee provided by Party A is not satisfied by Party
B;

     

    9.4.5
Party A’s industry undergoes adverse changes, and Party A does not provide
corresponding guarantee or guarantee provided by it is not satisfied by Party
B;

     

    9.4.6
Senior management of Party A is involved in major corruption, bribery, fraud or
illegal business cases, and Party A does not provide corresponding guarantee or
guarantee provided by Party A is not satisfied by Party B;

     

    9.4.7
Party A defaults on other creditors, and Party A does not provide corresponding
guarantee or guarantee provided by Party A is not satisfied by Party
B;

     

    9.4.8
Suspension and termination of business, applied bankruptcy, being declared
bankruptcy, dissolution, suspension and revocation of Party A's business
license.

     

    9.4.9
Party A violates the stipulation of paragraph 2.8 of the contract and fails to
fulfill all guarantee responsibilities under the contract or specific scheme for
fulfilling all guarantee responsibilities provided by Party A is not satisfied
by Party B.

     

    9.4.10
Other events that constitute a threat, harm or likely to endanger and damage
Party B’s rights and interests occur on the part of Party A.

    


    Article
X Accumulation of rights

     

    10.1
Party B's rights under this contract are cumulative, which does not affect or
exclude that Party B can enjoy any rights of Party A pursuant to the laws and
other contracts. Unless indicated in writing by Party B, Party B's non-exercise,
partial exercise and / or  any delay exercise of any of its rights
does not constitute a waiver or partial waiver of the right, it also does not
affect, restrain and prevent Party B to continue exercise of the rights or
exercise of any other rights.

     

    Article
XI Obligation Continuity

     

    11.1
Party A’s all obligations and joint liabilities under the contract have
continuity, which are entirely binding to its successor, receiver, assignee and
subjects after their merger, reorganization and change of name, etc., and is not
subject to impact of any disputes, claims and legal proceedings and any
instructions of a higher-level organization, as well as any contract and
document signed between the debtor of the master contract and any natural or
legal person, and the continuity also remains unchanged regardless of main
debtor’s bankruptcy, insolvency, loss of business qualifications, changes on
articles of association and any change in nature.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
XII Other agreed items

     

    If this
provision conflicts with other provisions in the contract, then this provision
shall prevail.

     

    Article
XIII Applicable law

     

    13.1 The
Contract is governed by the PRC laws.

     

    Article
XIV Resolution of disputes

     

    14.1 Any
dispute arising from the performance of this contract shall be settled through
negotiations by both parties; if it fails, both parties agree to solve the
dispute in the following type (2):

    (1) Apply
arbitration to board of
arbitration

     

    (2) Bring
a law suit to the local people’s court in Party B's territory.

     

    Article
XV Effectiveness of the contract

     

    15.1 The
contract is independent from the master contract, invalidity of the master
contract due to any reason does not impact the efficacy of the contract, and the
contract is still valid. Party A’s joint guarantee obligations under this
contract extend to the debtor’s legal obligations after invalidity of the master
contract (including but not limited to the return of compensation for
loss).

     

    15.2 If
any provision of this contract or partial content of any provision are deemed
invalid now or in the future, the invalid provision or the invalid part of the
provision does not affect validity of the contract and the other provisions of
this contract or other content of the provision.

     

    Article
XVI Execution, change and termination of the contract

    16.1 The
contract shall come into effect upon being signed (signature or signature
sealed) and or sealed by Party A’s legal representative or authorized agents and
Party B’s legal representative or Person-in-charge, or authorized
agent.

    16.2 Upon
execution of the contract, apart from the existing stipulations of the contract,
either party shall not change or terminate this contract; if change or
termination of this contract is needed, both parties shall negotiate and reach a
written agreement.

     

    Article
XVII Others

    17.1 For
unaccomplished matters of this contract, both parties can otherwise reach a
written agreement as the Appendix to the contract. Any appendix, modification or
supplement of the contract shall constitute an integral part of the contract,
which has the same legal effect as this contract.

     

    17.2  Any
notice, request or other correspondence given by Party B to Party A, including
but not limited to telex, telegram, fax and other letters with respect to this
contract, are delivered once they are sent out to Party A; the certified mail
from post office is deemed to have been delivered to Party A from the third day
after mailing. The special delivery by person shall be deemed to be delivered
upon receipt of Party A.

     

    17.3  The
contract is prepared in duplicate, one for Party A, one for Party
B.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    17.4
Party B has taken reasonable measures to draw attention of Party A for the
provisions that exclude or restrict its responsibilities under the contract, and
give full explanation to the relevant provisions as requested by Party A; both
parties have no objection to all terms and contents of this
contract.

     

    Party
A:  YBM GROUP CHINA CO., LTD (Seal)  Party B: CITIC Bank Co.
Ltd, Shanghai Branch (Seal) 

    
      
        	
                Legal
      representative: CHEN Xiuqin

              	
                Legal
      representative:

              	
                ZUO
      Weiguo

              
	 
      	
                /Person
      in Charge

              	 
      
	 	 	 
	
                (or
      authorized agent)

              	
                (or
      authorized agent)