EXHIBIT
      4.1

     

    SORL
      AUTO PARTS, INC

     

    2005
      STOCK COMPENSATION PLAN

     

    Section
      1.  Purpose

     

    The
      purpose of this 2005 Stock Compensation Plan (the “Plan”) is to advance the
      interests of SORL Auto Parts, Inc., a Delaware corporation (“SORL”), by
      enhancing its ability to attract, retain and provide incentives to directors,
      officers, employees and independent contractors who are crucial to the future
      growth and success of SORL and its subsidiaries and Affiliates (as hereinafter
      defined).

     

    Section
      2.  Definitions

     

    “Affiliate”
      when used in conjunction with SORL, shall include, but not be limited to, an
      entity or other person that directly or indirectly controls, or is controlled
      by, or is under common control with SORL.

     

    “Award”
      means any Option, Stock Appreciation Right, Performance Share or Restricted
      Stock awarded under the Plan.

     

    “Board”
      means the board of directors of SORL .

     

    “Committee”
      means a committee of not less than two members of the Board appointed by the
      Board to administer the Plan.

     

    “Common
      Stock” or “Stock” means the Common Stock of SORL .

     

    “Company”
      means SORL and, except where the content requires otherwise, all present and
      future subsidiaries and Affiliates of SORL .

     

    “Designated
      Beneficiary” means the beneficiary designated by a Participant, in a manner
      determined by the Board, to receive amounts due or exercise rights of the
      Participant in the event of the Participant’s death or incapacity. In the
      absence of an effective designation by a Participant, Designated Beneficiary
      shall mean the Participant’s estate, in the event of the Participant’s death,
      and the Participant’s legal guardian, in the event of the Participant’s
      incapacity.

     

    “Fair
      Market Value” means with respect to Common Stock on any given date (i) if the
      Common Stock is listed for trading on one or more national securities exchanges,
      the mean of the high and low sales prices during regular trading hours on the
      principal exchange on which it is traded on the grant date, or, if the Common
      Stock shall not have been traded during regular trading hours on such principal
      exchange over such period, the mean of the high and low sales prices during
      regular trading hours on such principal exchange on the first day prior thereto
      on which the Common Stock was so traded; (ii) if Common Stock is not listed
      for
      trading on a national securities exchange but is traded on the over-the-counter
      market, the mean of the highest and lowest bid prices for the Common Stock
      during regular trading hours on the grant date, or, if there are no such bid
      prices for the Common Stock during such period, the mean of the highest and
      lowest bid prices during regular trading hours on the first day prior thereto
      on
      which such prices appear; and (iii) in all other events, such amount as may
      be
      determined by the Board in good faith by any fair and reasonable
      means.

     

    “Option”
      means an option to purchase shares of Common Stock awarded to a Participant
      under Section 6.

     

    “Participant”
      means a person selected by the Board to receive an Award under the
      Plan.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Performance
      Shares” mean shares of Common Stock which may be earned by the achievement of
      performance goals awarded to a Participant under Section 8.

     

    “Reporting
      Person” means a person subject to Section 16 of the Securities Exchange Act of
      1934 or any successor provision.

     

    “Restricted
      Period” means the period of time selected by the Board during which shares
      subject to a Restricted Stock Award may be repurchased by or forfeited to the
      Company.

     

    “Restricted
      Stock” means shares of Common Stock awarded to a Participant under Section
      9.

     

    “Stock
      Appreciation Right” or “SAR” means a right to receive any excess in Fair Market
      Value of shares of Common Stock over the exercise price awarded to a Participant
      under Section 7.

     

    Section
      3.  Administration

     

    The
      Plan
      shall be administered by the Board or by a Committee to which some or all of
      the
      administration of the Plan is delegated by the Board. In the event the Board
      appoints a Committee, references in the Plan to the Board shall, as appropriate,
      be read as references to the Committee. The Board shall appoint and remove
      members of the Committee in its discretion in accordance with applicable laws.
      If necessary in order to comply with Rule 16b-3 under the Exchange Act, the
      Committee shall, in the Board’s discretion, be comprised solely of “non-employee
      directors” within the meaning of said Rule 16b-3. The foregoing notwithstanding,
      the Board and/or the Committee may delegate nondiscretionary administrative
      duties to such employees of the Company as it deems proper and the Board, in
      its
      absolute discretion, may at any time and from time to time exercise any and
      all
      rights and duties of the Committee under the Plan. 

     

    The
      Board
      shall have plenary authority in its discretion, to the maximum extent
      permissible by law, subject to and not inconsistent with the express provisions
      of the Plan, to administer the Plan. Without limiting the foregoing, the Board
      shall have authority to make Awards, to set administrative rules, guidelines
      and
      practices relating to the Plan as it shall deem advisable from time to time,
      and
      to interpret the provisions of the Plan. In determining the persons to whom
      Awards shall be made, the number of shares to be covered by each Award and
      the
      terms thereof (including the restriction, if any, which shall apply to the
      Common Stock subject to an Award), the Board shall take into account the duties
      of the respective persons, their present and potential contributions to the
      success of the Company and such other factors as the Board, in its discretion,
      shall deem relevant in connection with accomplishing the purposes of the Plan.
      The Board’s decisions shall be final and binding. Except as otherwise required
      by law, no member of the Board shall be liable for any action or determination
      relating to the Plan made in good faith.

     

    Section
      4.  Eligibility

     

    Awards
      may be made to employees and independent contractors of the Company. For
      purposes hereof, independent contractors shall include consultants, advisors
      and
      directors of the Company.

     

    Section
      5.  Stock
      Available for Awards

     

    (a)  Subject
      to adjustment under Section 10 below, Awards may be made under the Plan for
      up
      to One Million Seven Hundred Thousand (1,700,000) shares of Common Stock. If
      any
      Award in respect of shares of Common Stock expires or is terminated unexercised
      or is forfeited for any reason or settled in a manner that results in fewer
      shares outstanding than were initially awarded, the shares subject to such
      Award
      or so surrendered, as the case may be, to the extent of such expiration,
      termination, forfeiture or decrease, shall again be available for award under
      the Plan. Shares issued under the Plan may consist in whole or in part of
      authorized but unissued shares or treasury shares.

     

    
      
         

      

      
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    (b)  The
      Board
      may grant Awards under the Plan in substitution for stock and stock based awards
      held by employees of another corporation who become employees of the Company
      as
      a result of a merger or consolidation of the employing corporation with the
      Company or the acquisition by the Company of property or stock of the employing
      corporation. The substitute Awards shall be granted on such terms and conditions
      as the Board considers appropriate in the circumstances. The shares which may
      be
      delivered under such substitute Awards shall be in addition to the maximum
      number of shares provided for in Section 5(a).

     

    Section
      6.  Stock
      Options

     

    (a)  General.

     

    (i)  Subject
      to the provisions of the Plan, the Board may award Options and determine the
      number of shares to be covered by each Option, the option price therefor, the
      conditions and limitations applicable to the exercise of the Option and the
      restrictions, if any, applicable to the shares of Common Stock issuable
      thereunder.

     

    (ii)  The
      Board
      shall establish the exercise price at the time each Option is
      awarded.

     

    (iii)  Subject
      to Section 10(a), each Option shall be exercisable at such times and subject
      to
      such terms and conditions as the Board may specify in the applicable Award.
      The
      Board may impose such conditions with respect to the exercise of Options,
      including conditions relating to applicable federal or state securities laws,
      as
      it considers necessary or advisable.

     

    (iv)  Options
      granted under the Plan shall provide for the payment of the exercise price
      by
      delivery of cash or check in an amount equal to the exercise price of such
      Options or by delivery of shares of Common Stock of the Company owned by the
      optionee for at least six months (valued at Fair Market Value) and, to the
      extent permitted by the Board at or after the award of the Option, may provide
      for payment by (A) delivery of other property acceptable to the Board (valued
      at
      fair market value), (B) delivery of a promissory note of the optionee to the
      Company on terms determined by the Board, (C) delivery of an irrevocable
      undertaking by a broker to deliver promptly to the Company sufficient funds
      to
      pay the exercise price or delivery of irrevocable instructions to a broker
      to
      deliver promptly to the Company cash or a check sufficient to pay the exercise
      price, (D) payment of such other lawful consideration as the Board may
      determine, or (E) any combination of the foregoing.

     

    (v)  The
      Board
      may provide for the automatic award of an Option upon the delivery of shares
      to
      the Company in payment of the exercise price of an Option for up to the number
      of shares so delivered.

     

    (vi)  The
      Board
      may at any time accelerate the time at which all or any part of an Option may
      be
      exercised.

     

    Section
      7.  Stock
      Appreciation Rights

     

    (a)  The
      Board
      may grant Stock Appreciation Rights entitling recipients on exercise of the
      SAR
      to receive an amount, in cash or Stock or a combination thereof (such form
      to be
      determined by the Board), determined in whole or in part by reference to
      appreciation in the Fair Market Value of the Stock between the date of the
      Award
      and the exercise of the Award. A Stock Appreciation Right shall entitle the
      Participant to receive, with respect to each share of Stock as to which the
      SAR
      is exercised, the excess of the share’s Fair Market Value on the date of
      exercise over its Fair Market Value on the date the SAR was
      granted.

     

    (b)  SARs
      may
      be granted in tandem with, or independently of, Options granted under the Plan.
      An SAR granted in tandem with an Option may be granted either at or after the
      time the Option is granted.

     

    
      
         

      

      
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    (c)  When
      SARs
      are granted in tandem with Options, the following provisions shall
      apply:

     

    (i)  The
      SAR
      shall be exercisable only at such time or times, and to the extent, that the
      related Option is exercisable and shall be exercisable in accordance with the
      procedure required for exercise of the related Option.

     

    (ii)  The
      SAR
      shall terminate and no longer be exercisable upon the termination or exercise
      of
      the related Option, except that a SAR granted with respect to less than the
      full
      number of shares covered by an Option shall not be reduced until the number
      of
      shares as to which the related Option has been exercised or has terminated
      exceeds the number of shares not covered by the SAR.

     

    (iii)  The
      Option shall terminate and no longer be exercisable upon the exercise of the
      related SAR.

     

    (d)  An
      SAR
      not granted in tandem with an Option shall become exercisable at such time
      or
      times, and on such conditions, as the Board may specify.

     

    (e)  The
      Board
      may at any time accelerate the time at which all or any part of the SAR may
      be
      exercised.

     

    (f)  SARs
      may
      not be sold, pledged, assigned or transferred in any manner other than by will
      or by the laws of intestate succession, and may be exercised during the lifetime
      of grantee only by the Participant. Any transfer by the Participant of any
      SAR
      granted under the Plan shall void such SAR and the Company shall have no further
      obligation with respect to such SAR. No SAR shall be pledged or hypothecated
      in
      any way, nor shall any SAR be subject to execution, attachment or similar
      process.

     

    (g)  SARs
      granted pursuant to this Plan shall represent no more than unfunded unsecured
      contractual obligations of the Company and the Company shall have no obligation
      to set aside any assets to fund any SAR obligation. Amounts payable for SARs
      under the Plan shall be paid from the general funds of the Company, and the
      Participant and any Designated Beneficiary shall be no more than unsecured
      general creditors of the Company with no special or prior right to any assets
      of
      the Company for payment of any SAR obligations hereunder.

     

    Section
      8.  Performance
      Shares

     

    (a)  The
      Board
      may make Performance Share Awards entitling recipients to acquire shares of
      Stock upon the attainment of specified performance goals. The Board may make
      Performance Share Awards independent of or in connection with the granting
      of
      any other Award under the Plan. The Board in its sole discretion shall determine
      the performance goals applicable under each such Award, the periods during
      which
      performance is to be measured, and all other limitations and conditions
      applicable to the awarded Performance Shares.

     

    (b)  A
      Participant receiving a Performance Share Award shall have the rights of a
      stockholder only as to shares actually received by the Participant under the
      Plan and not with respect to shares subject to an Award but not actually
      received by the Participant. Prior to receipt of shares pursuant to a
      Performance Share Award, the Performance Share Award shall represent an unfunded
      unsecured contractual obligation of the Company and the Company shall be under
      no obligation to set aside any assets to fund such Performance Share Award.
      A
      Participant shall be entitled to receive a stock certificate evidencing the
      acquisition of shares of Stock under a Performance Share Award only upon
      satisfaction of all conditions specified in the Agreement evidencing the
      Performance Share Award.

     

    (c)  The
      Board
      may at any time accelerate or waive any or all of the goals, restrictions or
      conditions imposed under any Performance Share Award.

     

    (d)  Performance
      Share Awards may not be sold, pledged, assigned or transferred in any manner
      other than by will or by the laws of intestate succession. Any transfer by
      the
      Participant of any Performance Share Award granted under the Plan shall void
      such Award and the Company shall have no further obligation with respect to
      such
      Award. No Performance Share Award shall be pledged or hypothecated in any way,
      nor shall any Performance Share Award be subject to execution, attachment or
      similar process.

     

    
      
         

      

      
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    Section
      9.  Restricted
      Stock

     

    (a)  The
      Board
      may grant Restricted Stock Awards entitling recipients to acquire shares of
      Stock, subject to the right of the Company to repurchase all or part of such
      shares at their purchase price (or to require forfeiture of such shares if
      purchased at no cost) from the recipient in the event that conditions specified
      by the Board in the applicable Award are not satisfied prior to the end of
      the
      applicable Restricted Period or Restricted Periods established by the Board
      for
      such Award. Conditions for repurchase (or forfeiture) may be based on continuing
      employment or service or achievement of pre-established performance or other
      goals and objectives.

     

    (b)  Shares
      of
      Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
      encumbered, except as permitted by the Board during the applicable Restricted
      Period. Shares of Restricted Stock shall be evidenced in such manner as the
      Board may determine. Any certificates issued in respect of shares of Restricted
      Stock shall be registered in the name of the Participant and, unless otherwise
      determined by the Board, deposited by the Participant, together with a stock
      power endorsed in blank, with the Company (or its designee). At the expiration
      of the Restricted Period, the Company (or such designee) shall deliver such
      certificates to the Participant or if the Participant has died, to the
      Participants’ Designated Beneficiary.

     

    (c)  The
      purchase price for each share of Restricted Stock shall be determined by the
      Board. Such purchase price may be paid in cash or such other lawful
      consideration as is determined by the Board.

     

    (d)  The
      Board
      may at any time accelerate the expiration of the Restricted Period applicable
      to
      all, or any particular, outstanding shares of Restricted Stock.

     

    (e)  Notwithstanding
      the foregoing, the Board may award to Participants Restricted Stock for services
      rendered or to be rendered by such Participant pursuant to the terms of any
      agreement between the Company and such Participant, which award is not requested
      to contain any repurchase rights or forfeiture provisions.

     

    Section
      10.  General
      Provisions Applicable to Awards

     

    (a)  Maximum
      Term.
      No
      Award shall have a term exceeding ten years, measured from the date of the
      Award
      grant.

     

    (b)  Documentation.
      Each
      Award under the Plan shall be evidenced by an instrument delivered to the
      Participant specifying the terms and conditions thereof and containing such
      other terms and conditions not inconsistent with the provisions of the Plan
      as
      the Board considers necessary or advisable. Such instruments may be in the
      form
      of agreements to be executed by both the Company and the Participant, or
      certificates, letters or similar documents, acceptance of which shall evidence
      agreement to the terms thereof and of this Plan. The certificates representing
      the Stock issued pursuant to an Award granted under this Plan shall bear such
      legends as may be required by applicable law to give notice of restrictions
      on
      transfer of such shares.

     

    (c)  Change
      in Control.
      In the
      event that the Company or the division, subsidiary or other affiliated entity
      for which a Participant performs services is sold, merged, consolidated,
      reorganized or liquidated, all unvested Options immediately vest.

     

    (d)  Board
      Discretion.
      Each
      type of Award may be made alone, in addition to or in relation to any other
      type
      of Award. The terms of each type of Award need not be identical and the Board
      need not treat Participants uniformly. Except as otherwise provided by the
      Plan
      or a particular Award, any determination with respect to an Award may be made
      by
      the Board at the time of the Award grant or at any time thereafter.

     

    
      
         

      

      
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    (e)  Termination
      of Status.
      The
      Board shall determine and specify in the Award documentation the effect on
      an
      Award of the disability, death, retirement, authorized leave of absence or
      other
      termination of employment or other status of a Participant and the extent to
      which, and the period during which, the Participant’s legal representative,
      guardian or Designated Beneficiary may exercise rights under such
      Award.

     

    (f)  Dilutions
      and Other Adjustments.
      In the
      event of any stock dividend or split, issuance or repurchase of stock or
      securities convertible into or exchangeable for shares of stock, grants of
      options, warrants or rights to purchase stock, recapitalization, combination,
      exchange or similar change affecting the Common Stock, or any other increase
      or
      decrease in the number of issued shares of Common Stock effected without receipt
      of consideration by the Company, the Board in its sole discretion may equitably
      adjust any or all of (i) the number and kind of shares in respect of which
      Awards may be made under the Plan, (ii) the number and kind of shares subject
      to
      outstanding Awards, and (iii) the award, exercise or conversion price with
      respect to any of the foregoing, and may make any other equitable adjustments
      or
      take such other equitable action as the Board, in its discretion, shall deem
      appropriate, including, if considered appropriate by the Board, making provision
      for a cash payment with respect to an outstanding Award. Such adjustments or
      actions shall be conclusive and binding for all purposes. In the event of a
      change in the Common Stock which is limited to a change in the designation
      thereof to “Capital Stock” or other similar designation, or to a change in the
      par value thereof, or from no par value to par value (or vice versa), without
      increase or decrease in the number of issued shares, the shares resulting from
      any such change shall be deemed to be Common Stock within the meaning of the
      Plan. For purposes hereof, the conversion of any convertible securities of
      the
      Company shall not be deemed to have been “effected without receipt of
      consideration.”

     

    In
      the
      event that the Company or the division, subsidiary or other affiliated entity
      for which a Participant performs services is sold, merged, consolidated,
      reorganized or liquidated, the Board may take any one or more of the following
      actions as to outstanding Awards: (i) provide that such Awards shall
      be
      assumed, or substantially equivalent Awards shall be substituted, by the
      acquiring or succeeding corporation (or an affiliate thereof) on such terms
      as
      the Board determines to be appropriate, (ii) upon written notice to
      Participants, provide that all unexercised Options or SARs shall terminate
      immediately prior to the consummation of such transaction unless exercised
      by
      the Participant within a specified period following the date of such notice,
      (iii) in the event of a sale or similar transaction under the terms of which
      holders of the Common Stock of the Company receive a payment for each share
      surrendered in the transaction (the “Sales Price”), make or provide for a
      payment to each Option and/or SAR holder equal to the amount by which (A) the
      Sales Price times the number of shares of Common Stock subject to Participant’s
      outstanding, vested Options or SARs exceeds (B) the aggregate exercise price
      of
      all such outstanding, vested Options or SARs, in exchange for the termination
      of
      such Options or SARs, (iv) or make such other adjustments, if any, as the Board
      determines to be necessary or advisable to provide each Participant with a
      benefit substantially similar to that to which the Participant would have been
      entitled had such event not occurred.

     

    (g)  Withholding.
      The
      Participant shall pay to the Company, or make provision satisfactory to the
      Board for payment of, any taxes required by law to be withheld in respect of
      Awards under the Plan no later than the date of the event creating the tax
      liability. In the Board’s discretion, and subject to such conditions as the
      Board may establish, such tax obligations may be paid in whole or in part in
      shares of Common Stock, including shares retained from the Award creating the
      tax obligation, valued at their Fair Market Value. The Company may, to the
      extent permitted by law, deduct any such tax obligations from any payment of
      any
      kind otherwise due to the Participant.

     

    (h)  Foreign
      Nationals.
      Awards
      may be made to Participants who are foreign nationals or employed outside the
      United States on such terms and conditions different from those specified in
      the
      Plan as the Board considers necessary or advisable to achieve the purposes
      of
      the Plan and comply with applicable laws and/or achieve favorable tax results
      under foreign tax laws.

     

    (i)  Amendment
      of Award.
      The
      Board may amend, modify or terminate any outstanding Award, including
      substituting therefor another Award of the same or a different type, and
      changing the date of exercise or realization, provided that the Participant’s
      consent to such action shall be required unless the Board determines that the
      action, taking into account any related action, would not materially and
      adversely affect the Participant.

     

    
      
         

      

      
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    (j)  Conditions
      on Delivery of Stock.
      The
      Company shall not be obligated to deliver any shares of Stock pursuant to the
      Plan or to remove restrictions from shares previously delivered under the Plan
      (i) until all conditions of the Award have been satisfied or removed, (ii)
      until, in the opinion of the Company’s counsel, all applicable federal and state
      laws and regulations have been complied with, and (iii) if the outstanding
      Stock
      is at the time listed on any stock exchange, until the shares to be delivered
      have been listed or authorized to be listed on such exchange upon official
      notice of issuance. If the sale of Stock has not been registered under the
      Securities Act of 1933, as amended, the Company may require, as a condition
      to
      exercise of the Award, such representations or agreements as the Company may
      consider appropriate to avoid violation of such Act and may require that the
      certificates evidencing such Stock bear an appropriate legend restricting
      transfer. Except to the extent as may be specified in the documentation with
      respect to a particular Award grant, the Company shall be under no obligation
      to
      register or qualify any shares of Common Stock subject to Awards under any
      federal or state securities law or on any exchange.

     

    Section
      11.  Miscellaneous

     

    (a)  No
      Right To Employment or Other Status.
      No
      person shall have any claim or right to be granted an Award, and the grant
      of an
      Award shall not be construed as giving a Participant the right to continued
      employment by or the right to continue to provide services to the Company.
      The
      Company expressly reserves the right at any time to dismiss a Participant free
      from any liability or claim under the Plan, except as may be expressly provided
      in the applicable Award.

     

    (b)  No
      Rights As Stockholder.
      Subject
      to the provisions of the applicable Award, no Participant or Designated
      Beneficiary shall have any rights as a stockholder with respect to any shares
      of
      Common Stock to be distributed under the Plan until he or she becomes the record
      holder thereof.

     

    (c)  No
      Restriction on the Right of the Company to Effect Corporate
      Changes.
      The
      Plan and the Options granted hereunder shall not affect in any way the right
      or
      power of SORL or its stockholders to make or authorize any or all adjustments,
      recapitalization, reorganizations or other changes in the Company’s capital
      structure or its business, or any merger or consolidation of the Company, or
      any
      issue of stock or of options, warrants or rights to purchase stock or of bonds,
      debentures, preferred or prior preference stocks whose rights are superior
      to or
      affect the Common Stock or the rights of holders thereof or which are
      convertible into or exchangeable for Common Stock, or the dissolution or
      liquidation of SORL or the Company, or any sale or transfer of all or any part
      of its assets or business, or any other corporate act or proceeding, whether
      of
      a similar character or otherwise.

     

    (d)  Exclusion
      from Benefit Computations.
      Except
      as expressly specified in the applicable plan or program, no amount or shares
      of
      Common Stock payable upon exercise of an Award granted under the Plan shall
      be
      considered salary, wages or compensation for purposes of determining the amount
      or nature of benefits that a Participant is entitled to receive under any
      Company benefit plan or program.

     

    (e)  Effective
      Date and Term.
      This
      Plan shall become effective upon adoption by the Board. Awards may be granted
      or
      exercised under this Plan only after there has been compliance with all
      applicable federal and state securities laws. No Award may be made under the
      Plan after the tenth anniversary of the Plan’s effective date, but Awards
      granted before such date may extend beyond that date.

     

    (f)  Amendment
      of Plan.
      The
      Board may amend, suspend or terminate the Plan or any portion thereof at any
      time; provided, however, that no amendment shall be made without stockholder
      approval if such approval is necessary to comply with any applicable tax or
      regulatory requirement. Prior to any such approval, Awards may be made under
      the
      Plan expressly subject to such approval.

     

    
      
         

      

      
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    (g)  Delivery
      of Financial Statements.
      To the
      extent required by applicable laws, rules and regulations, the Company shall
      deliver to each Participant financial statements of the Company at least
      annually while such Participant holds an outstanding Award.

     

    (h)  Notices.
      Any
      notice to be given under the terms of the Plan shall be addressed to the Company
      in care of its Secretary at its principal office, and any notice to be given
      to
      a Participant shall be addressed to such Participant at the address maintained
      by the Company for such person or at such other address as the Participant
      may
      specify in writing to the Company.

     

    (i)  Governing
      Law.
      The
      provisions of the Plan shall be governed by and interpreted in accordance with
      the laws of the state of Delaware.

     

    
      	 	
              SORL
                AUTO PARTS, INC.

            
	 	 
	 	 
	 	
              By:__________________________________

              Title:_________________________________

            


    

    


    


    
      
         

      

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