Loan
Agreement

       

      
        
          	
                  Borrower:
      Shanghai Vomart Auto Parts Co., Ltd.

                	
                   (Hereinafter
      referred to as Party A)

                
	
                  Address:
      No. 288 Maodian Road, Qingpu District

                	 
      
	
                  Postal
      code: 201715

                	 
      
	
                  Tel:
      59815555

                	 
      
	
                  Fax:

                	 
      
	
                  Legal
      representative: Yu Anming

                	 
      
	
                  Opening bank and
      account No.:

                	 
      
	 
      	 
      
	
                  Lender:
      China CITIC Bank LLC, Shanghai Branch

                	
                  (Hereinafter
      referred to as Party B)

                
	
                  Address:
      61 Nanjing Road East

                	 
      
	
                  Postal
      code: 200002

                	 
      
	
                  Tel:
      21029000

                	 
      
	
                  Fax:

                	 
      
	
                  Legal
      representative /Person in charge: Zuo Weiguo

                	 
      
	
                   
      Signing place: Shanghai

                	 
      
	
                  Signing
      Date: June 23, 2010

                	 
      


        

      

       

      Pursuant
to the "Contract Laws of the PRC", "General Rules on Loans" and other relevant
laws, regulations and rules, Party A and Party B, following consultations,
mutually agree to enter into this contract ( “Contract”) as
follows:

       

      Article I  Type of
Loan

       

      1.1 Party
B agrees to provide Party A with the following loans in type (1) as per
convention of the Contract:

       

      (1)
Short-term loans (2) medium-term loans (3) long-term loans

       

      Article II loan amount
(principal, similarly hereinafter) and the loan period

       

      2.1 The
loan amount under the Contract is RMB (in words): Fifteen million, (in figures):
15,000,000.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      2.2 The
loan term under the Contract shall be (in words) one year (month / year),
starting from June 23, 2010 till June 23, 2011.

       

      2.3 The
actual loan term and loan amount are subjected to term, date and amount recorded
in loan note under this contract. Loan note is a constituent part of the
Contract and has the same legal effect as the Contract.

       

      Article III  Loan purpose


       

      3.1 The
loan under the Contract is used for turnover of working capital. Without the
written consent of Party B, Party A shall not change the loan purpose.
Consequences incurred due to that Party A uses the loan by changing loan
purpose or breaching "General Rules on Loans" or other laws and regulations
without the written consent of Party B, Party B shall not be held any
responsibility.

       

      Article
IV  Loan interest rate and interest

       

      4.1 The
loan interest rate of the loan shall be determined with the following means in
type (1):

       

      (1) Go up
(up / down) by 10 (% or BPs) as per benchmark interest rate over the same period
on the same grade of the People's Bank of China on the actual withdrawal date of
the loan, i.e. loan interest rate of the Contract is 5.841%. 

       

      (2) Go
(up / down) by 10 (% or BPs) as per benchmark interest rate over the same period
on the same grade of the People's Bank of China on the actual withdrawal date of
the loan, i.e. loan interest rate of the contract is %.

       

      4.2 The
Loan adopts the following means in type 2 to determine adjustment mode of the
interest rate.

       

      (1) Fixed
interest rate, interest rate remains unchanged within loan period.

       

      (2)
Floating interest rate, adjusted in accordance with the following means in type
1, loan interest rate after adjustment is interest rate after floating in
accordance with means of agreement of Section 4.1 of the Contract based on
applicable benchmark interest rate of People's Bank of China over the same
period and on the same grade on the interest rate adjustment date.

       

      1 From
actual withdrawal date, the first interest rate adjustment date is
determined on____ (D/M/Y), and adjust the interest rate every ____ (in words)
month (1/3/6/12) since interest rate adjustment date, for interest rate
adjustment date being date corresponding to the first interest rate adjustment
date, then the last day of the adjustment month is the interest rate adjustment
date.

       

      4.3 The
interest of the loan is calculated from the date of actual withdrawal,
calculation formula of the interest is: interest= actual loan balance×
actual days during the interest calculation × annual interest rate / 360
days.

       

      4.4 As to
non-one-time loan repayment, the first interest settlement date is on September
20, 2010, interest settle means is the following type (2).

       

      (1)
Monthly interest settlement, interest settlement date is the 20th of each
month;

       

      (2)
Quarterly interest settlement, interest settlement date is the 20th of the
end month of each quarter.

       

      4.5 Party
A shall, before each interest settlement date, prepare enough corresponding
amount ahead of time in Party B’s account, for Party B’s deduction and
collection of interest on the account; in case Party A choose to pay interest to
Party B in other means, scheduled interest remittance shall be guaranteed. if
the interest settlement date is not a banking day, then the interest shall be
remitted one day ahead of the banking day, interest that Party B does not
receive in full on interest settlement date is deemed that Party A does not pay
interest on time.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      4.6 When
the loan expires, interest shall be paid off along with principal. If loan
maturity date is a statutory holiday or public holiday, if loan is repaid on the
last banking day before a statutory holiday or public holiday, interest shall be
calculated according to the contract rate, however, interest calculated at
contact rate corresponding to days between maturity date and repaying date shall
be deducted. if loan is repaid on the first banking day of statutory holiday or
public holiday, interest corresponding to days between maturity date and
repaying date shall be charged in extra as per contract interest rate, if loan
fails to be repaid on the first banking day after statutory holiday or public
holiday, interest shall be calculated from this day as per overdue
loans.

       

      Article
V Withdrawal

       

      5.1 Party
A shall withdraw money according to the following plan; the planed withdrawal
date is a banking day:

       

      
        
          	
                  Sequence

                	
                  Withdrawal
      date

                	
                  Withdrawal
      amount

                
	
                  1

                	
                  2010
      6.23

                	
                  15000000.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


        

      

       

      5.2 If
Party A or guarantor of Party B do not perform all legal or contractual
obligations, including but not limited to, Party A fails to provide complete the
loan materials in accordance with Party B’s requirement, and the guarantor fails
to handle registration procedures for guarantee completion timely, etc. then
Party A agrees that Party B shall be entitled to change the foregoing withdrawal
plan, changes on the withdrawal plan cause changes on the loan period, shall be
processed in accordance with agreement of Section 2.3 under the
Contract.

       

      5.3
Unless otherwise agreed in the contract, Party A shall withdraw money as per
withdrawal plan agreed in the Contract; Party A shall not change the withdrawal
plan without written consent of Party B. if the withdrawal time and / or
withdrawal amount is to be changed, then Party A shall notify Party B in writing
ahead of time within five banking days before withdrawal date agreed in the
Contract. Party B agrees to grant Party A withdrawal grace period of 3 banking
days, loan not being withdrawn within grace period is deemed as that Party A
automatically cancels the withdrawal of the loan, and Party A shall not withdraw
the loan, and shall assume the liability for breach of contract in accordance
with Section 12.2 under the Contract.

       

      5.4 If
Party B’s actual issued loan principal changes due to Party A’s automatic
cancellation of the loan, loan principal under the Contract shall be calculated
as per actual occurred loan document.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      5.5 Party
A shall, in accordance with the above withdrawal plan of Section 5.1 or that
consented for modification in writing by Party B, and submit an irrevocable
notice of withdrawal or loan document or other withdrawal notice to Party B
within three banking days before each proposed withdrawal date. upon Party B’s
approval for examination, loan shall be issued whereby, and whereby serving as
evidence of a loan of the withdrawals. If Party A fails to submit the withdrawal
notice within the above period to Party B, and also fails to propose the grace
withdrawal request, the case shall be processed in accordance with agreement of
Section 5.3 of the article.

       

      Article
VI  Means of repayment

       

      6.1 The
loan under the Contract shall adopt the following means in type to
repay:

       

      (1)
Regular interest payment, due principal payment

      (2)
One-time principal and interest repayment

      (3) Other
means:

       

      6.2 Party
A shall repay the principal as per the following repayment
programs:

       

      
        
          	
                  Sequence

                	
                  Repayment
      date

                	
                  Withdrawal
      amount

                
	
                  1

                	
                  2010
      6.23

                	
                  15000000.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


        

      

       

      6.3 For
the loan principal and interest to be repaid by Party A, money not less the
amount of principal and interest repayable shall be remitted in Party B’s
account (account number 7511120182400019569), and hereby authorize Party B to
automatically deduct debit principal and interest of the loan from the
account.

       

      6.4 If
Party A needs early repayment, then Party A shall submit irrevocable prepayment
plan to Party B in writing within 30 days before the planed repayment date, and
shall obtain Party B’s written consent.

       

      Article
VII Loan extension

       

      7.1 If
Party A fails to repay the loans under this contract, when loan extension is
required, Party A shall propose a written application to Party B within 10
banking days before the expiration of the loan, upon approved for examination by
Party B, an agreement for loan extension shall be signed. If Party B does not
agree on extension, Party A shall repay the loan on schedule; otherwise, Party B
shall be entitled to take the money as overdue loans.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Article
VIII Loan guarantee

       

      8.1 Loans
under the contract adopt the following guarantee means in type 3:

       

      (1)
Collateral guarantee

      (2)
Pledge guarantee

      (3)
Guarantee

      (4)
Guarantee of other means:

       

      Party B’s
guarantor of the above guarantees signs guarantee contract with the following
number based on the specific guarantee items in the Contract:

       

      
        
          
            
              
                
                  	
                          (1)

                        	 
      	
                          (3)

                        	 
      
	
                          (2)

                        	 
      	
                          (4)

                        	 
      


                

              

            

          

        

      

       

      Article
IX Party A’s representations and warranties

       

      9.1 Party
A is a Chinese corporate or other legal organizations established as per 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.

       

      9.2
Statements and representations of all documents relevant to the loans provided
by Party A as per Party B’s requirements are effective, legal, authentic,
accurate and complete.

       

      Article
X Party A’s rights and obligations

       

      10.1
Party A shall be entitled to withdraw and use the loans as per the duration and
purpose agreed in the contract.

       

      10.2
Party A shall pay off the loan principal and interest as per agreement of the
contract.

       

      10.3
Party A shall periodically or at any time at Party B’s requirement, provide
statements and other documents authentically reflecting its operations and
financial status.

       

      10.4
During loan holding period, any significant change in Party A’s operating
decisions, including but not limited to , stock conversion and changes in
operation scope and the registered capital, etc. that may affect the interests
of Party B shall be notified in writing to Party B at least thirty days in
advance and obtain Party B’s prior written consent, liquidation obligations or
pre- liquidation loan for implementation of loan shall provide
organizations accepted by Party B.

       

      10.5
Party A shall actively cooperate with Party B in its investigating and
supervising Party A’s operation and loan application status, various costs
incurred from obstruction acts of Party B shall be borne by Party
A.

       

      10.6
Without the written consent of Party B, Party A shall not transfer or disguised
transfer debt obligations under the contract in any manner.

       

      10.7
Party A shall transfer, lease or dispose material assets or revenues with debt
set guarantee means other than debt under the contract in whole or in
substantial part, shall be notified to Party B in writing at least thirty days
in advance and obtain Party B's prior written consent.

       

      10.8 In
the event that any event unfavorable to debt performance of the contract occurs,
including but not limited to involvement in litigation, arbitration, criminal
prosecution, administrative penalties, suspension and termination of business,
dissolution, declared bankruptcy, suspension of business license,
revocation, financial condition deterioration, 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.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      10.9 If
the guarantor encounters (including but not limited to) suspension and
termination of business or declared bankruptcy, insolvency, suspension of
business license, revocation and operating loss, etc., and it loses guarantee
capacity corresponding to the loan in part or in whole, or value rights of
mortgagee, collateral and pledge serving as loan guarantee under this contract
reduce, Party A shall provide Party B with accepted new guarantees.

       

      10.10
During loan holding period, if Party A changes the corporate name, legal
representative, project manager, address, phone, fax, etc., it shall be notify
Party B in writing within seven days after the change.

       

      10.11
During loan holding period, Party A shall not illegally inflow bank credit funds
into the stock market or real estate market via Party A’s bank accounts or any
third party's bank accounts.

       

      Article
XI Party B’s rights and obligations

       

      11.1
Party B shall be entitled to examine and understand Party A’s operation and
loans application status.

       

      11.2 If
Party B’s gains from disposing mortgage and pledge are insufficient to settle
all claims within warranty range of the contract; Party B shall be entitled to
claim for the insufficient part from Party A.

       

      11.3
Under the precondition that Party A fulfills the obligations agreed in this
contract, and meets conditions for loan grant of Party B, Party B shall grant
the loan in full to Party A periodically.

       

      11.4
Party B shall be entitled to require Party A to provide relevant documents as
per review needs for issuance of the loans, Party B shall keep confidential of
Party A’s related data, documents, information provided by Party A, however,
those to be inquired or disclosed are excluded in accordance with laws and
regulations.

       

      Article
XII Liability for breach of contract

       

      12.1 Upon
execution of the contract, both Party A and Party B shall fulfill the
obligations of this contract, either party that fails to perform or does not
completely fulfill the obligations of this contract, shall assume the
corresponding responsibility for breach of the contract.

       

      12.2
Without the written consent of Party B, and Party A fails to withdraw the loan
as agreed in this contract, Party B shall be entitled to collect liquidated
damages according to actual overdue days as per interest rate agreed in the
contract.

       

      12.3 If
Party B fails to grant loans as per the contract, Party A shall be entitled to
request Party B to pay the liquidated damages according to actual overdue days
as per interest rate agreed in the contract.

       

      12.4 If
one of the following circumstances occur, Party B shall be entitled to suspend
or terminate the issuance of money not withdrawn under the contract, and request
Party A of immediate repayment of all money withdrawn, the interest payable and
other costs, meanwhile, take appropriate measures by law, the date when Party B
requires Party A to repay the foregoing money shall be the date of payment under
the contract expiration date of the debt ahead of schedule, Party B shall be
entitled directly deduct money from Party A’s any account opened by Party B or
its branch so as to repay Party A of debt under the contract;

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      12.4.1
Party A fails to repay the loan principal and interest under this contract on
schedule;

       

      12.4.2
Party fails to fulfill any obligation agreed in the contract;

       

      12.4.3
The loan’s related certificates and documents submitted by Party A to Party B
relating to Article IX of this contract are proved to be inauthentic,
inaccurate, incomplete or intentionally misleading.

       

      12.4.4
Party A ceases to pay its due debts, or is unable or indicates that it can not
repay the debt;

       

      12.4.5
Party A’s suspension or termination of business, declared bankrupt, dissolution,
suspension of business license and revocation or litigation, arbitration or
criminal or administrative penalties that have adverse impact on Party A’s
operation or financial status :

       

      12.4.6
Changes on Party A’s address, business scope, legal representative and other
industrial and commercial registration or major foreign investment, severely
affected or threatened the Party B’s fulfillment of claims;

       

      12.4.7
Significant financial loss, assets loss, or assets loss arising from external
guarantee or other financial crisis occur on the part of Party A;

       

      12.4.8
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;

       

      12.4.9
Party A’s industry undergoes adverse changes;

       

      12.4.10
Party A fails to handle settlement or deposit and other related businesses as
agreed in Party B’s territory;

       

      12.4.11
Party A changes use of loan funds without permission;

       

      12.4.12
Senior management is involved in major corruption, bribery, fraud or illegal
business cases;

       

      12.4.13
Party A defaults on other creditors;

       

      12.4.14
Party A’s guarantor breaches agreement of guarantee contract or default occurred
under the contract;

       

      12.4.15
Other events that constitute a threat, harm or likely to endanger and damage
Party B’s rights and interests occur on the side of Party A.

       

      12.5 If
Party A fails to repay the principal agreed in the contract, Party B shall be
entitled to exercise the rights stipulated in Section12.4 of the article, it is
also entitled to, according to actual number of days overdue, calculate and
collect interest with an extra 50% default interest rate based on loan
interest rate of the contract.

       

      12.6 If
Party A fails to pay interest, Party B is entitled to collect compound interest
based on the actual number of days overdue and in accordance with default
interest rate agreed in Section 12.5 of the article.

       

      12.7 If
Party A fails to use the loan as per purposes agreed in the Contract, Party B
shall be entitled to exercise right in Section 12.4 hereof, it is also entitled
to, from the appropriation date of the default application part, calculate and
collect interest with an extra 100% default interest rate at loan interest rate
applicable to the contract at that time according to default application
days.

       

      12.8 If
Party A repays ahead of schedule, Party B is entitled to, from the date of
prepayment of Party A, according to amount of early repayment, remaining
maturity period of loans and loan interest rate agreed in the contract, cullet
liquidated damage at 50% rate in one-time off manner, the liquidated damage is
calculated as: liquidated damage =the amount of early repayment ×remaining
maturity period of loans (in terms of years) ×loan interest rate agreed in the
contract × rates.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      12.9 If
Party A violates the provision of article 10.11, Party A shall
compensate the losses incurred to Party B.

       

      12.10 All
costs incurred from Party B’s fulfillment of claims (including but not limited
to legal fees, travel expenses, (within 2% of total claims) legal counsel fees,
property preservation fees, notarization certification fees, translation fees,
assessment and auction fees, etc.) shall be borne by Party A.

       

      Article
XIII Obligations continuity

       

      13.1
Party A’s all obligations under the contract hold continuity, which is entirety
binding to its successor, receiver, assignee and subjects after the merger,
reorganization and change of name, etc., and is not subject to impact of any
disputes, claims and proceedings and any instructions of a higher-level
organization and any contract and document signed between the debtor of the
master contract and any natural or legal person, besides, the continuity remains
unchanged regardless of main debtor’s bankrupt, insolvency, the loss of
corporate status, changes on articles of association and any change in
nature.

       

      Article
XIV Notarization

       

      14.1 If
either party under the contract proposes notarization request, the contract
shall be notarized in notary organization prescribed by the State, the costs
shall be borne by Party A.

       

      14.2 If
Party B proposes to handle notarization document with compulsory execution
efficacy, Party A agrees that Party B may hold the notarization document with
compulsory execution efficacy applied and issued by notarization organ of the
contract, if Party B’s loan principal and interest and related costs are not
paid off within repayment period agreed in the contract, Party B can hold the
notarization document and directly apply for compulsory execution to the local
people's court within Party B’s territory, all costs incurred whereof shall be
borne by Party A, Party A shall unconditionally agree to the compulsory
execution of the local court within Party B’s territory, and forgo any right of
defense.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Article
XV Other agreed items

       

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

       

      Article
XVI Applicable law

       

      16.1 The
Contract is applicable to laws of PRC.

       

      Article
XVII Resolution of disputes

       

      17.1 Any
dispute occurred due to or related to this contract, both parties shall be
resolved through consultation; if consultation fails, both parties agree to
solve with the following means in type 2:

       

      (1) Apply
arbitration to  board of
arbitration

      (2)
Institute a proceeding or apply compulsory execution to local people’s court in
Party B's territory

       

      Article
XVIII Accumulation of Party B's rights

       

      18.1
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 as per law and other
contracts. Unless indicated in writing by Party B, Party B's non-exercise,
partial exercise and / or delayed exercise of any of its rights, does not
constitute a waiver or partial waiver of that right, besides, it also does not
affect, restrain and prevent Party B's continued exercise of the rights or
exercise of any other rights.

       

      Article
XIX Execution, changes and termination of the contract

       

      19.1 The
contract comes into effect upon signing (signature or signature sealing) and
official sealing or special sealing for the contract by Party A’s legal
representatives or authorized agents or Party B’s legal representatives or
persons in charge or authorized agents.

       

      19.2 Upon
execution of the contract, apart from the existing agreement of the contract,
either party shall not change or terminate this contract; if change or
termination of the contract is needed, both parties shall go into negotiated
consensus and reach a written agreement.

       

      19.3 Upon
execution of the contract, Party B shall transfer claim under this contract in
whole or in part to a third party without Party A’s permission, but Party B
shall notify Party A in writing.

       

      19.4 Upon
execution of the contract, Party A shall transfer debt under this contract in
whole or in part of the to a third person, it shall submit written documents to
Party B that the Guarantor agrees to transfer and continue to take guarantee
duties or provide new warranties, besides, Party B’s written consent shall be
obtained.

       

      Article
XX Others

       

      20.1 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.

       

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

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      20.3 Once
any notice, demand or other communication, including but not limited to telex,
telegram, fax and other correspondence concerning this contract given by Party B
to Party A are delivered, they will be sent to Party A; Post correspondence is
deemed to have been submitted to Party A from the third day after registered
mailing. If a special delivery in person is given by Party B to Party A, the
delivery date is the recipient date of Party A.

      20.4 The
contract’s original copy is prepared in triplicates, one for Party A , one for
Party B , one for the relevant department.

       

      20.5
Party B has taken reasonable measures to draw attention of Party A for
provisions that exclude or restrict its responsibilities under the contract, and
give full explanation to its relevant provisions as requested by Party A; both
parties hold no objection to the content understanding of all provisions of this
contract.

       

      
        
          	
                  Party
      A:

                	
                  Party
      B:

                
	
                  Legal
      representative:

                	
                  Legal
      representative / person in charge:

                
	 
      	 
      
	
                  (or
      authorized agent)

                	
                  (or
      authorized agent)