Exhibit
10.5

    Share
Purchase Agreement

    


    This
Share Purchase Agreement (the “Agreement”) is made and entered into by and
between the following parties on June 3, 2010 in Xi’an, the PRC (the People’s
Republic of China, excluding Hong Kong, Macao and Taiwan):

    


    Party A:
Xi’an Tech Full Simo Motor Co., Ltd.

    Address:
No.159 Ming Guang Road, Economy & Technology Development Zone,
Xi’an

    


    Party B:
Pingan Duan

    ID
Number: 61010219650814091x

    


    Party A
is referred hereinafter to as the “Seller”, and Party B is referred hereinafter
to as the “Purchaser”.

    


    Whereas:

     

    
      
        	
                1.

              	
                Tianjin
      Simo Electric Co., Ltd.(the “Target
      Company”)is a limited
      liability company incorporated and validly existing under the PRC laws.
      Its registration number is 120222000018665, registered address is No.5 Fu
      Xing Road, Shi Ge Zhuang Zhen, Wu Qing Qu, and registered business scope
      is manufacture, selling and service of Motors; manufacture, selling of
      Switch cabinet; selling of Mechanisms, Metal tools, Metal electricity,
      Automobile fittings, Metal materials, Construction materials, Package
      materials, Water pipes; Installation, selling and service of Electricity
      equipments.

              


      

    

    


    
      	
              2.

            	
              The
      Purchaser and the Seller are all the shareholders of the Target Company.
      Party A is limited liability companies established and validly existing
      under the PRC laws. Party B is the PRC individual, each holding 50.98%,
      20.88% equity interest of Target Company,
  respectively.

            


    

    


    
      	
              3.

            	
              The
      Seller is willing to sell all of the equity interest held by it in the
      Target Company (the “Target Equity”) to the Purchaser and the Purchaser is
      willing to buy the Target Equity (the
  “Transaction”).

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Therefore,
according to the principle of equality and through discussion, the parties
hereof agree to enter into the following provisions:

    


    
      	
              1.

            	
              Purchase
      of Share

            


    

    


    
      	
               
      

            	
              1.1

            	
              The
      Seller agrees to sell 50.98% equity interest in the Target Company to
      Party B in accordance with the provisions and conditions of the
      Agreement.

            


    

    


    
      	
               
      

            	
              1.2

            	
              The
      Purchaser will be entitled to all the rights and interests related to the
      Target Equity since the effectiveness of the Agreement, including but not
      limited to the right to dividends, the right to elect directors and
      supervisors. While the Seller shall not be entitled to any rights and
      interests related to the Target Equity since effectiveness of the
      Agreement, except otherwise provided for in the
  Agreement.

            


    

    


    
      	
              2.

            	
              Price
      of Purchase and its Payment

            


    

    


    
      	
               
      

            	
              2.1

            	
              Except
      otherwise provided for in the Agreement, as the consideration of purchase
      of the Target Equity, Party B shall pay RMB 4.6 million to the Seller
      within 40 days after the signing of the
  Agreement.

            


    

    


    
      	
               
      

            	
              2.2

            	
              The
      aforesaid purchase price is final and the Purchaser has no other
      obligations once paying off such purchase
price.

            


    

    


    
      	
               
      

            	
              2.3

            	
              Each
      party is respectively liable for the taxes and fees with respect to the
      transaction of the Target Equity in accordance with the PRC
      laws.

            


    

    


    
      	
              3.

            	
              Close
      of Transaction

            


    

    


    
      	
               
      

            	
              3.1

            	
              Each
      party should cooperate to complete the alteration registration procedure
      with the relevant authority as to the Transaction within 40 days after the
      signing of the Agreement.

            


    

    


    
      	
               
      

            	
              3.2

            	
              The
      Transaction of the Target Equity shall be closed till the alteration
      registration procedure with the relevant authority aforesaid in 3.1 is
      completed.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.

            	
              Representations
      and Warranties

            


    

     

    
      	
               
      

            	
              4.1

            	
              The
      Seller makes the following representations and warranties to the Purchaser
      which shall remain true, correct and not misleading till the close of the
      transaction:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      Seller has obtained the necessary approval, permit, authorization, power
      and right to sign and deliver and perform the
  Agreement;

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      Seller has legally and validly owned the right to the Target Equity and
      there is no pledge or other third party’s right on the Target
      Equity;

            


    

    


    
      	
               
      

            	
              (3)

            	
              The
      Seller shall be liable for the Target Company’s debts, liabilities, claims
      to compensate or potential debts, liabilities, claims to compensate which
      it has been aware of but not disclosed to the
  Purchaser.

            


    

    


    
      	
               
      

            	
              (4)

            	
              To
      the best of The Seller’s knowledge, there exist no pending or potential
      procedures, litigations, claims, demands, Articles of Association,
      objection Orders, hearings, breach of contracts, deficient notice or
      investigations, directly or indirectly related to or with respect to the
      Agreement, the business or assets of the Target Company or the Target
      Equity.

            


    

    


    
      	
               
      

            	
              (5)

            	
              The
      selling of the Target Equity by the Seller to the Purchase is not and will
      not in violation of the Articles of Association of the Target Company, the
      contracts and agreements and other legal documents having binding effect
      upon the Seller; and

            


    

    


    
      	
               
      

            	
              (6)

            	
              The
      Seller must not sign any contract or agreement using the name of the
      shareholder of the Target Company which is detrimental to the benefit of
      the Target Company after the effectiveness of the
    Agreement.

            


    

    


    
      	
               
      

            	
              4.2

            	
              The
      Purchaser makes the following representations and warranties to the Seller
      which shall remain true, correct and not misleading till the close of the
      transaction:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      Purchaser has obtained the necessary approval, authorization, power and
      right to sign and deliver the
Agreement;

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (2)

            	
              The
      signing and performance of the Agreement by the Purchaser is not and will
      not in violation of the Articles of Association of the Target Company, the
      contracts and agreements and other legal documents having binding effect
      upon the Purchaser.

            


    

    


    
      	
              5.

            	
              Effectiveness

            


    

    


    
      	
               
      

            	
              5.1

            	
              Each
      party agrees that the Agreement shall become effective since April 1,
      2010.

            


    

    


    
      	
              6.

            	
              Breach
      of Contract

            


    

    


    
      	
               
      

            	
              6.1

            	
              Any
      violation of the representations, warranties and other provisions of the
      Agreement shall constitute breach of the Agreement and the breaching party
      shall assume relevant liabilities according to the PRC
    laws.

            


    

    


    
      	
               
      

            	
              6.2

            	
              If
      either party to the Agreement violates the representations, warranties and
      other provisions of the Agreement, which cause the purpose of the
      Agreement unrealized, the other party shall has the right to terminate the
      Agreement.

            


    

    


    
      	
              7.

            	
              Force
      Majeure

            


    

    


    
      	
               
      

            	
              7.1

            	
              If
      the performance of the Agreement by either party is affected or delayed by
      force majeure events, the affected party should give notice to the other
      party immediately and provide documents introducing and proving the
      occurrence of such force majeure events as well as explaining the reason
      for its disability to perform or delay to perform. Both party should then
      discuss and decide whether to terminate the Agreement or amend relevant
      provisions. Once such force majeure events disappear, the affected party
      should take actions to continue to fulfill the feasible parts of the
      contract.

            


    

    


    
      	
               
      

            	
              7.2

            	
              The
      force majeure means all events that occur after signing of this Agreement,
      the occurrence and consequence of which can not be avoided or overcame,
      and hinder the performance by any party. The said events include but not
      limited to injunction or action by government or public institutions,
      riot, war striking and other labor disputes, terminations or
      discontinuation of transportation or other public facility supplies,
      epidemic, flood, fire, earthquake, typhoon, and other natural
      disasters.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
              8.

            	
              Governing
      Law

            


    

    


    
      	
               
      

            	
              8.1

            	
              The
      execution, performance and construction of the Agreement, as well as the
      settlement of disputes related to or arising from the Agreement, are all
      governed by the PRC laws.

            


    

    


    
      	
              9.

            	
              Settlement
      of Disputes

            


    

    


    
      	
               
      

            	
              9.1

            	
              Any
      dispute resulting from the performance of or in relation to the Agreement
      should be firstly resolved by friendly discussion between the Parties. If
      failed, either Party may bring a suit before a PRC court in the place of
      where the Target Company locates.

            


    

    


    
      	
              10.

            	
              Other
      Matters

            


    

    


    
      	
               
      

            	
              10.1

            	
              If
      any part or any provision of the Agreement is treated as illegal, expired
      or void or in conflict with the PRC laws, the binding effect of other
      provisions should not be affected and both parties should make substitute
      provisions with same or nearly similar effect as or to the intent of the
      Agreement.

            


    

    


    
      	
               
      

            	
              10.2

            	
              The
      fact that a party is not exercising or late to exercise the right under
      the Agreement dose not constitute the waiver of such right or any other
      right.

            


    

    


    
      	
               
      

            	
              10.3

            	
              Any
      revision of or supplement or amendment to the Agreement shall not become
      effective unless made in writing and signed by all parties or their
      authorized representatives.

            


    

    


    
      	
               
      

            	
              10.4

            	
              The
      Agreement is made in two Chinese counterparts with the same legal effect
      and each party holds one.

            


    

    


    [Below is
the signature part]

    Party A:
Xi’an Tech Full Simo Motor Co., Ltd.

    (seal)

    
      
        
          	
                  Legal Representative: 

                	
                   
      

                	 
	 
      	
                  (
      signature )

                	 


        

      

    

    


    
      
        
          	
                  Party B: 

                	 
      	 
	 
      	
                  (
      signature )