AGREEMENT

    


    THIS
      AGREEMENT (this “Agreement”) is entered into and shall be effective as of
      November 30, 2007, by and between Mustang Alliances, Inc., a Nevada corporation
      (“Mustang”), with an address at 410 Park Avenue, 15th
      Floor,
      New York, New York 10022 and Chongqing Jeneng ABS Corporation, Limited., a
      Chinese corporation (“Jeneng ABS”), with an address at 8F District, Chongqing,
      Nepune Mansion, No. 62, Xingquang Road, New and North Zone, Yebei District,
      Chongqing, China (together, the “Parties”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      Jeneng ABS warrants that it is in the business of manufacturing ISO9001
      compliant anti-lock brakes and associated components in China (the
“Technology”); and 

     

    WHEREAS,
      Jeneng ABS warrants that is the sole and exclusive owner of the technology
      and
      manufacturing equipment, that are necessary in order to manufacture the
      Technology; and 

     

    WHEREAS,
      Mustang is a development stage company which desires to sell the Technology
      in
      the United States and its territories; and

     

    WHEREAS,
      Mustang desires to have the exclusive license sell the Technology in the United
      States and its territories upon the terms and conditions contained in this
      Agreement; and without limitation of the foregoing, precluding Jeneng from
      sales
      of the Technology in the United States and its territories; 

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, and other good and valuable consideration, the adequacy, sufficiency
      and receipt of which are hereby acknowledged, the Parties agree as
      follows:

    


    Section
      1.  License.
      Jeneng
      ABS hereby grants to Mustrang and Mustang accepts, on the terms and conditions
      set forth herein, an exclusive, non-transferable license to sell the Technology
      (the “License”) in connection with the business of Mustang. In consideration for
      the License, Mustang shall pay to Juneng ABS a license fee equal to ten percent
      (10%) of all gross revenues from sale of the Technology (the “license fee”). The
      license fee shall be payable by Mustang to Jeneng ABS on a quarterly
      basis.

    


    Section
      2.  Delivery
      of Technology; Support and Technical Assistance.
      The
      Technology shall be ready to be shipped by sea, securely and properly packaged
      so as to prevent any damage in transit, by Juneng ABS to Mustang within fourteen
      (14) days of receipt of orders therefor. Juneng ABS shall provide to Mustang
      reasonable levels of support and technical assistance in connection with the
      Technology as may reasonably be requested by Mustang from time to time. Juneng
      ABS shall make its personnel available by email, phone or fax during normal
      business hours for feedback, problem-solving, or general questions. Additionally
      Juneng ABS shall provide Mustang with the know-how and other expertise with
      respect to the Technology and its use and deployment, including, without
      limitation, the provision of technical assistance in general to Mustang to
      address or resolve queries, problems or questions.

    


    
      
         

      

      
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    Section
      3.  Approvals.
      Immediately after the execution of this Agreement, Mustang shall begin the
      process of obtaining, and shall obtain, any necessary permits, approvals, and
      certifications with respect to the import of the Technology to the United States
      as may be required by the state or local laws and the federal laws of the United
      States (collectively, the “Approvals”). Except as otherwise agreed, the
      Approvals shall be issued in the name of, and shall be owned by, Mustang.


    


    Section
      4.  The
      Business.
      Mustang
      undertakes to use commercially reasonable efforts to:

    


    A.
       Design,
      review and prepare literature, catalogs, brochures, fliers and other related
      materials with respect to the business of selling the Technology in the United
      States (the “Business”).

    


    B.
       Develop
      an internet web site for the purpose of marketing the Technology.

     

    Section
      5. Term
      and Termination.
      

    


    5.1
       Term.
      The
      term of this Agreement shall be five (5) years, commencing as of the date
      hereof, unless cancelled or terminated earlier as provided in this Agreement
      (the “Term”). 

    


    5.2
       Termination.
      

    


    A.
       Mustang
      shall be
      entitled to terminate this Agreement by giving not less than twenty (20) days’
prior written notice to Juneng ABS if there is any change in the management,
      ownership or control of Juneng ABS. Juneng ABS shall provide written notice
      to
      Mustang no less than thirty (30) business days prior to the consummation of
      any
      change in the management, ownership or control of Mustang.

    


    B.
       Without
      prejudice to any other provision in this Agreement, either of the Parties shall
      be entitled to terminate this Agreement by giving not less than five (5) days’
written notice to the other Party upon the occurrence of any of the following:
      

    


    1. The
      other
      Party
      commits
      any breach of any of the provisions of this Agreement and fails to remedy the
      same within fifteen (15) days after receipt of a written notice giving full
      particulars of the breach and requiring it to be remedied; or

     

    
      
         

      

      
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    2. 
      The
      other
      Party shall file for bankruptcy proceedings, moratorium, receivership,
      liquidation, or
      anything
      analogous to any of the foregoing under the law of any jurisdiction.


    


    Section
      6.  Representations
      and Warranties.
      

    


    6.1
       Juneng
      ABS
      warrants
      that (a) it (i) is the sole owner of the Technology, including all copyright
      and
      other intellectual property rights therein, (ii) has the right to Technology
      and
      grant all of the rights herein granted; (iii) has obtained any and all necessary
      permissions from third parties to license the Technology, and (b) the use of
      the
      Technology by Mustang in accordance with the terms of this Agreement shall
      not
      infringe the rights of any third party. 

    


    6.2
       Juneng
      ABS
      warrants
      that the Technology shall be manufactured in accordance with pre-approved
      specifications and shall be free from defects throughout the Term.

    


    Section
      7.  Confidential
      Information.
      During
      the Term and for one year thereafter, each of the Parties shall hold in
      strictest confidence and shall not directly or indirectly disclose, use or
      publish any of the Confidential Information (defined below) of the other party
      unless expressly authorized in writing by such other Party. As used in this
      Agreement, the term "Confidential Information" means all items, materials and
      information which belong to a Party and are not generally known to the public,
      or which have been confidentially provided to the other Party. Confidential
      Information includes, but is not limited to, pricing information and policies;
      trade secrets (as defined by applicable law); computer programs (code);
      software; research and development projects and materials; methods of operation;
      technical information; processes; formulas; compositions; systems; techniques;
      non-public know-how of the Business; customer account information, lists and
      data; estimating procedures; sources of supplies or materials; marketing plans
      or strategies; the existence and contents of agreements; financial information,
      data, statements or accounts; and all documentation, reports and data (recorded
      in any form) relating to the foregoing. 

    


    Section
      8.  Indemnity.
      Juneng
      ABS
      shall
      indemnify and hold harmless Mustang and its affiliates, officers, directors,
      stockholders, employees, and agents, and the successors and assigns of all
      of
      them (the "Indemnified Parties"), and shall reimburse the Indemnified Parties
      for, any loss, liability, claim, damage, expense (including, but not limited
      to,
      costs of investigation and defense and attorneys' fees) directly or indirectly
      arising from or in connection with (a) any failure by Juneng
      ABS
      to
      perform or comply with any agreement, covenant or obligation in this Agreement,
      (b) any claim made at any time by any governmental authority or third person
      with respect to the business of Juneng
      ABS;
      and (c)
      any claim made at any time by any third party of an alleged infringement of
      copyright or any other property right arising out of the use of the anti-lock
      brake systems and components by Mustang in accordance with the terms of this
      Agreement. This indemnity shall survive the expiration of the Term.

    


    
      
         

      

      
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    Section
      9. Liability.
      Juneng
      ABS shall obtain a policy of liability insurance in an amount reasonably
      agreeable to Mustang to insure against claims for personal injury and/or
      property damages due to any defects or malfunctions in the Technology alleged
      to
      have caused damage. Juneng ABS shall add Mustang as an additional insured in
      such insurance policy.

    


    Section
      10. Miscellaneous.

    


    9.1 Notices.
      All
      notices, requests, demands, claims and other communications hereunder shall
      be
      in writing. Any notice, request, demand, claim or other communication hereunder
      shall be deemed duly given (a) if by personal delivery, when so delivered,
      (b)
      if mailed, two (2) business days after having been sent by registered or
      certified mail, return receipt requested, postage prepaid and addressed to
      the
      intended recipient as set forth on the first page of this Agreement, (c) if
      sent
      through an overnight delivery service in circumstances to which such service
      guarantees next day delivery, the day following being addressed to the intended
      recipient as set forth on the first page of this Agreement; or (d) if given
      by
      facsimile, once such notice is transmitted to the facsimile number specified
      in
      writing by the intended recipient for such purpose and the appropriate answer
      back or telephonic confirmation is received. Either of the Parties may change
      the address to which notices, requests, demands, claims and other communications
      hereunder are to be delivered by giving the other Party notice in the manner
      herein set forth.

    


    9.2
       Choice
      of Law.
      This
      Agreement shall be governed, construed and enforced in accordance with the
      laws
      of the State of Nevada, without giving effect to principles of conflicts of
      law.

    


    9.3
       Jurisdiction.
      The
      parties hereby irrevocably consent to the in personam jurisdiction of the state
      or federal courts located in the state of Nevada, United States, in connection
      with any action or proceeding arising out of or relating to this Agreement
      or
      the transactions and the relationships established thereunder. Such courts
      shall
      be the venue and exclusive and proper forum in which to adjudicate such matters
      and neither of the Parties shall contest or challenge the jurisdiction or venue
      of these courts.

    


    9.4 Waiver
      of All Rights to a Trial by Jury. The
      Parties unconditionally, irrevocably and expressly hereby waive any and all
      right to trial by jury in any action, proceeding, suit, counterclaim or
      cross-claims arising directly or indirectly in any matter, whether sounding
      in
      tort, contract or otherwise, in any way arising out of or otherwise relating
      to
      this Agreement or to the transactions and/or relationships established
      hereunder. The Parties acknowledge that this waiver of a trial by jury is
      informed and freely made. 

    


    9.5 Entire
      Agreement.
      This
      Agreement and the attachments hereto set forth the entire agreement and
      understanding of the Parties in respect of the transactions contemplated hereby
      and supersedes all prior or contemporaneous agreements, arrangements and
      understandings of the Parties relating to the subject matter hereof. No
      representation, promise, inducement, waiver of rights, agreement or statement
      of
      intention has been made by any of the Parties which is not expressly embodied
      in
      this Agreement, such other agreements, notes or instruments related to this
      transaction executed simultaneously herewith, or the written statements,
      certificates, schedules or other documents delivered pursuant to this Agreement
      or in connection with the transactions contemplated hereby.

    


    
      
         

      

      
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    9.6 Assignment.
      The
      rights and obligations of a Party under this Agreement shall not be assigned
      or
      delegated, by operation of law or otherwise, without the other Party’s prior
      written consent, and any such assignment or attempted assignment shall be void,
      of no force or effect, and shall constitute a material default by such Party.
      

    


    9.7
       Amendments.
      This
      Agreement may be amended, modified, superseded or cancelled, and any of the
      terms, covenants, representations, warranties or conditions hereof may be
      waived, only by a written instrument executed by both Parties or, in the case
      of
      a waiver, by the Party waiving compliance.

    


    9.8 Waivers.
      The
      failure of either Party at any time or times to require performance of any
      provision hereof shall in no manner affect the right at a later time to enforce
      the same. No waiver by either Party of any condition, or the breach of any
      term,
      covenant, representation or warranty contained in this Agreement, whether by
      conduct or otherwise, in any one or more instances shall be deemed to be or
      construed as a further or continuing waiver of any such condition or breach
      or a
      waiver of any other term, covenant, representation or warranty of this
      Agreement.

    


    9.9 Counterparts;
      Fascimile Signatures.
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument. Signatures transmitted by facsimile shall have
      the
      same force and effect as original signatures.

    


    9.10
      Corporate
      Authority.
      Each
      Party hereby represents and warrants that it is a validly-organized and existing
      corporation and has obtained all necessary corporate authority and approval
      in
      order to execute this Agreement. 

    


    9.11.
      Construction.
      As used
      herein, the singular or plural numbers shall each be deemed to include the
      other
      whenever the context so requires. This Agreement shall be construed as a whole
      and in accordance with its fair meaning and without regard to any presumption
      or
      other rule requiring construction against the drafter hereof. The language
      used
      herein will be deemed to be the language chosen by the Parties to express their
      mutual consent, and no rules of strict construction will be applied against
      either Party.

    


    9.12.
      Representation
      by Counsel.
      The
      Parties hereby acknowledge that each has reviewed this Agreement thoroughly
      and
      has had the opportunity to have it reviewed by legal counsel of their choice
      prior to execution.

    


    
      
         

      

      
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    9.13.
      Striking
      of Language.
      If any
      words or phrases are stricken or otherwise eliminated from this Agreement,
      whether or not other words or phrases have been added, this Agreement shall
      be
      construed as if the words or phrases stricken or otherwise eliminated were
      never
      included herein, provided
      that the
      initials of the signatories hereto are placed in each instance where language
      has been stricken or eliminated. 

    
 

    IN
      WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date
      first above written.

    
 

    
      	 	
              Mustang
                Alliances, Inc.

            
	 	 
	 	
              By:
                /s/ Joseph
                Levi                                           
                

            
	 	
              Name:
                Joseph Levi

            
	 	
              Title:
                President & Chief Executive Officer

            
	 	 
	
               

            	 
	 	
              Juneng
                ABS Corporation

            
	 	 
	 	
              By:
                /s/ ShiYong
                Gan                                         
                

            
	 	
              Name:
                ShiYong Gan

            
	 	
              Title:
                President

            


    

    


     

    
      
         

      

      
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