VOTING
AGREEMENT

     

    This
Voting Attorney Agreement (hereinafter “Agreement”) is made on the 26th day of
November, 2008,at Shijiazhuang, the People’s Republic of China (the “PRC”) by
and among the following parties:

    


    Hebei
Chuang Lian Trade Co., Ltd. ( “Party A”)

    Registered
Address: 322 East Zhongshan Road, Shiiazhuang

    Legal
representative: Zhang Zhongwen

    


    Hebei Hui
Yin Investment Co., Ltd. (“Party B”)

    Registered
Address: 322 East Zhongshan Road, Shiiazhuang

    Legal
representative: Song Xiaoping

     

    (Party A
hereinafter “WFOE”, Party B, hereinafter “Grantor”. WFOE and Grantor are
hereinafter referred to as, individually, a “Party”, and collectively, the
“Parties”.)

     

    WHEREAS:

     

    
      	
              1.

            	
              Party
      A, a wholly foreign owned enterprise organized and existing under the laws
      of the PRC within the jurisdiction of the PRC; (for the purpose of this
      Agreement, excluded Hong Kong , Macau and Taiwan,
      hereinafter “PRC”).

            


    

     

    
      	
              2.

            	
              Party
      B, a limited liability company registered and existing under the laws of
      PRC, hold the ownership of 【5】Brand
      Automobile 4S stores( hereinafter Domestic Companies) 【within the
      jurisdiction of the PRC】They are
      Shijiazhuang Baohe Auto Sales and Service Co.,Ltd., Shijiazhuang Xinhua
      Toyota Auto Sales and Service Co., Ltd., Hebei Shengmei Auto Trade
      Co.,Ltd., Handan Aohua Auto Sales and Service Co., Ltd., Handan Defeng
      Auto Sales and Service Co., Ltd.
Respectively.

            


    

    


    
      	
              3.

            	
              Grantor
      desires to grant a power of attorney to the WFOE (via the person
      designated by it) to vote for its entire shares of Domestic Company’s
      voting stock in the shareholder
meeting.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    NOW THEREFORE, the Parties
have reached the following agreements:

     

    
      	
              1.

            	
              VOTING
      RIGHT

            


    

     

    
      	
              1.1

            	
              Grantor
      has irrevocably agreed to grant any and all voting right to the WFOE to
      vote for its entire shares of Domestic Company’s voting stock in the
      shareholder meeting under the PRC law and the Domestic Company’s
      constitutional documents (“Voting Right”) during the term of this
      Agreement. The Voting Right mentioned above include, without limitation
      ,the rights set forth as below:

            


    

     

    
      	
               
      

            	
              1.1.1

            	
              Determining
      the Domestic Company’s operational policies and investment
      plans;

            


    

     

    
      	
               
      

            	
              1.1.2

            	
              Electing
      and replacing  directors of the Domestic Company, and deciding
      their remunerations;

            


    

     

    
      	
               
      

            	
              1.1.3

            	
              Electing
      and replacing members of the board of supervisors of the Domestic Company,
      and deciding their remunerations;

            


    

     

    
      	
               
      

            	
              1.1.4

            	
              Reviewing
      and approving any and all reports provided by the board of directors of the Domestic
      Company;

            


    

     

    
      	
               
      

            	
              1.1.5

            	
              Reviewing
      and approving any and all reports provided by the board of
      supervisors of
      the Domestic Company;

            


    

     

    
      	
               
      

            	
              1.1.6

            	
              Reviewing
      and approving annual financial budget plans and final accounting plans of
      the Domestic Company;

            


    

     

    
      	
               
      

            	
              1.1.7

            	
              Reviewing
      and approving profit distribution plans and plans to cover company
      losses of the
      Domestic Company;

            


    

     

    
      	
               
      

            	
              1.1.8

            	
              Adopting
      resolutions regarding increase or decrease of registered capital by the
      Domestic Company;

            


    

     

    
      	
               
      

            	
              1.1.9

            	
              Adopting
      resolutions on the issue of bonds by the Domestic
      Company;

            


    

     

    
      	
               
      

            	
              1.1.10

            	
              Adopting
      resolutions on merger, division, restructure, termination and liquidation
      of the Domestic Company;

            


    

     

    
      	
               
      

            	
              1.1.11

            	
              Determining
      the alteration of the business scope of the Domestic
    Company;

            


    

     

    
      	
               
      

            	
              1.1.12

            	
              Amending
      the articles of association and bylaws of the corporation of the Domestic
      Company;

            


    

     

    
      	
               
      

            	
              1.1.13

            	
              Determining
      the material alteration of the content and nature of business of the
      Domestic Company;

            


    

     

    
      	
               
      

            	
              1.1.14

            	
              Determining
      the dividend and other contribution policies of the Domestic
      Company;

            


    

     

    
      	
               
      

            	
              1.1.15

            	
              Determining
      to enter into loan arrangements with any third party for borrowings or
      incur any indebtedness from any third party under the name of the Domestic
      Company;

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              1.1.16

            	
              Determining
      to sell, transfer or dispose otherwise any assets or rights including but
      not limited to intellectual property of the Domestic Company to any third
      party;

            


    

     

    
      	
               
      

            	
              1.1.17

            	
              Determining
      to create any encumbrance on the assets of the Domestic Company (tangible
      or intangible), irrespective of the purpose of this
      encumbrance;

            


    

     

    
      	
               
      

            	
              1.1.18

            	
              Determining
      to assign any contract or agreement  which the Domestic Company
      is one of the Parties to any third
party;

            


    

     

    
      	
               
      

            	
              1.1.19

            	
              Determining
      to offer any loans by the Domestic Company to any third party;
      and

            


    

     

    
      	
               
      

            	
              1.1.20

            	
              Determining
      any other event which may impact materially to any rights, obligations,
      assets or business of the Domestic
Company.

            


    

     

    
      	
              1.2

            	
              The
      WFOE shall appoint one (1) nature person to exercise the voting rights
      specified in this Agreement. Concurrently with appointing the natural
      person, the WFOE shall notify the Grantor, and the Grantor shall deliver a
      Power of Attorney (“POA”) as set forth in Schedule 1. The Grantor shall
      not revoke the POA other than required by the WFOE with a written notice.
      The Grantor shall execute and deliver a new POA to the effect of
      withdrawing the authorization with respect to the representative of the
      Attorney in the POA and designating the new representative as the
      attorney.

            


    

     

    
      	
              1.3

            	
              Grantor
      covenants that, it will not execute any loan contract with an value
      exceeding RMB1,000,000 without the prior written consent of the WFOE.
      (whether Domestic Company is lender or
borrower)

            


    

     

    
      	
              1.4

            	
              The
      WFOE hereby agrees that it will accept the power of attorney granted by
      Grantor pursuant to Section 1.1, and will exercise the voting right on its
      behalf in accordance with the terms and conditions of this
      Agreement.

            


    

     

    
      	
              1.5

            	
              Grantor
      hereby appoints the WFOE irrevocably as its attorney in fact to exercise
      all the rights of signature and seal in any and all corporation documents
      as the shareholders of the Domestic
Company.

            


    

     

    
      	
              2.

            	
              EXERCISE
      VOTING RIGHT

            


    

     

    
      	
              2.1

            	
              The
      Grantor shall execute any relevant shareholder’s resolution of the
      Domestic Company or any other similar documents on the request of the WFOE
      in connection with any event which authorized the WFOE to approve by
      exercising the voting right.

            


    

     

    
      	
              2.2

            	
              Grantor
      hereby acknowledges that, the WFOE has the right to grant any right
      hereunder to any third Party as representative without the consent of
      Grantor subject to notify this event to Grantor
    immediately.

            


    

     

    
      	
              2.3

            	
              The
      WFOE shall notify to the Grantor for the exercising of voting right at any
      appropriate time, and shall report the Grantor the consequence on
      exercising of voting rights at the time the Agreement is
      terminated.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              2.4

            	
              The
      WFOE may assign or transfer any or all of its voting rights to any third
      Party without the consent of Grantor subject to delivering a written
      notice to the Grantor for the
assignment.

            


    

     

    
      	
              3.

            	
              TERM
      OF PROXY

            


    

     

    
      	
              3.1

            	
              The
      term of proxy hereunder shall be counted from the date of effectiveness of
      this Agreement to (i) the date of accomplishment of assignment( the
      definition set forth as below) or (ii) the date of the termination of the
      Domestic Company (the earlier shall prevail). “The Date of Accomplishment
      of Assignment” means the date when the Domestic Company accomplished the
      registration of alter and the WFOE or the person designated by the WFOE
      becomes the legal owner of the equity interests of the Domestic
      Company.

            


    

     

    
      	
              3.2

            	
              Subject
      to mutual agreement and expressly made in written, both Parties of this
      Agreement may modify the expiration of the
  proxy.

            


    

     

    
      	
              4.

            	
              COMISSION
      OF ATTORNEY

            


    

     

    
      	
              4.1

            	
              The
      WFOE hereby agrees that the Grantor have no obligation to pay the WFOE for
      its service to act for proxy.

            


    

     

    
      	
              5.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    
      	
              5.1

            	
              The
      Parties hereby represents and warrants to each other as
      follows:

            


    

     

    
      	
            	
              5.1.1

            	
              The
      Party has full power, and qualification to enter into this
      Agreement;

            


    

     

    
      	
            	
              5.1.2

            	
              The
      Party have the competence to perform its obligations hereunder;
      and

            


    

     

    
      	
            	
              5.1.3

            	
              The
      performance of obligations hereunder will not conflict with or violate any
      law, statute, rule, regulation and order applicable to such
      party.

            


    

     

    
      	
              5.2

            	
              In
      the event of execution, this Agreement constitutes a legal, valid and
      binding obligation of each Party, enforceable against
      it in accordance with its terms.

            


    

     

    
      	
              6.

            	
              REMEDIES

            


    

     

    
      	
              6.1

            	
              In
      the event that Grantor make any breach of the provisions hereunder
      directly or indirectly or not carry out any obligation hereunder promptly
      and good shall be deemed as breach of contract, given the written notices
      the WFOE have the right to require the Grantor to correct its conducts of
      breach or non-performance, and take good, promptly and effectively action
      to eliminate the consequences in connection with
      the breach and non-performance aforesaid, and cover the damages of the
      WFOE.

            


    

     

    
      	
              6.2

            	
              Subject
      to the reasonable, objective judgment of the WFOE, in the event that the
      breach of contract will make the performance of the WFOE impossible or
      unfair, the WFOE may notify the Grantor in writing to pause the
      performance temporarily until the Grantor ceased his breach and took
      prompt, good measures to eliminate the consequences and give indemnity to
      the WFOE for its damages.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              6.3

            	
              Subject
      to otherwise expressly specified herein, the payable damages caused by the
      breach of contract for Grantor shall includes the indirect losses, any
      anticipatable consequential damages and any other costs and expenses in
      connection with the non-performance, including without limitation the
      attorney fees, litigation fees, arbitration fees, finance expenses and
      traveling expenses. 

            


    

     

    
      	
              7. 

            	
              EFFECTIVENESS,
      MODIFICATION AND TERMINATION

            


    

     

    
      	
              7.1

            	
              This
      Agreement shall be effective from the signature date of this Agreement and
      terminate on and before the expiration of the duration of attorney
      hereunder.

            


    

     

    
      	
              7.2

            	
              Prior
      to the expiration of this Agreement, the Grantor will relief its
      obligations bound by this Agreement, upon the completion of transferring
      its entire equity interests of the Domestic Company to the WFOE or any
      third party designated by the WFOE.

            


    

     

    
      	
              7.3

            	
              Grantor
      hereby irrevocably and permanently waives his power of
      termination.

            


    

     

    
      	
              7.4

            	
              No
      amendment, supplementary or modification of this Agreement shall occur
      except in written consent by both Parties. The amend agreement and
      supplementary agreement (if any) that have been signed and sealed by the
      Parties shall constitute an integrate part hereof and have the same
      validity as this Agreement.

            


    

     

    
      	
              7.5

            	
              Grantor
      agrees, the WFOE have the right to terminate this Agreement with ten (10)
      days prior written notices, without given any cause, and shall not be
      liable for any remedies. However, the Grantor shall not terminate this
      Agreement prior to expiry in any reason without the prior written
      approval.

            


    

     

    
      	
              7.6

            	
              Any
      earlier termination hereof shall not affect any of rights and obligations
      undertaken by any Party before the date of termination under this
      Agreement.

            


    

     

    
      	
              8.

            	
              GOVERNING
      LAW AND SETTLEMENT OF DISPUTES

            


    

     

    
      	
              8.1

            	
              The
      execution, effectiveness, performance, construction and settlement of
      disputes shall be governed by the laws of the PRC without regard to
      conflict of laws principles.

            


    

     

    
      	
              8.2

            	
              In
      the event of any dispute with respect to or in connection with the
      construction and performance of the provisions of this Agreement, the
      Parties shall first negotiate in good faith to resolve the dispute. In the
      event the Parties fail to resolve the dispute through the methods
      above-mentioned within sixty(60) days or longer term otherwise specified
      by Parties after the any Party’s notice in writing for resolution of the
      dispute, any Party may submit the relevant dispute to China International
      Economic and Trade Arbitration Commission in Shijiazhuang for binding
      arbitration. The languages used during arbitration shall be Chinese. The
      arbitration shall be final and binding on
  Parties.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              9.

            	
              MISCELLANEOUS

            


    

     

    
      	
              9.1

            	
              The
      headings in this Agreement are for convenience only and shall not affect
      the construction of the Agreement.

            


    

     

    
      	
              9.2

            	
              If
      any term or other provision of this Agreement is determined to be invalid,
      illegal or incapable of being enforced by any rule of law or any other
      reason, all other conditions and provisions of this Agreement will
      nevertheless remain in full force and effect. Upon such determination that
      any term or other provision is invalid, illegal or incapable of being
      enforced, the Parties hereto will negotiate in good faith to modify this
      Agreement.

            


    

     

    
      	
              9.3

            	
              The
      breach of any or all provisions under this Agreement shall not affect the
      rights and obligations hereunder or in connection with any other relevant
      agreements as well as the performance hereof or
  thereof.

            


    

     

    
      	
              9.4

            	
              No
      delay or omission by any Party in exercising the right, power or privilege
      hereunder shall be deemed as a waiver of such right, power or privilege.
      The single or partial exercise of any right, power or privilege shall not
      preclude any exercise of any other right, power or
    privilege.

            


    

     

    
      	
              9.5

            	
              This
      Agreement constitutes the entire agreement of the parties and supersedes
      all prior agreements and undertakings, both written and oral, between the
      parties with respect to the subject matter
  hereof.

            


    

     

    
      	
              9.6

            	
              This
      Agreement is binding on each party's successors and permitted
      assignees.

            


    

     

    
      	
              9.7

            	
              This
      Agreement signed in quadruplicate originals, with each of equally binding
      force.

            


    

     

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


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    [SIGNATURE
PAGE]

     

    
      Party A:
Hebei Chuang Lian Trade Co.,
Ltd.(seal)

    

     

    
      Authorized
representative(signature):

    

     

    
      Party B:
Hebei Hui Yin Investment Co.,
Ltd.  (seal)

    

     

    
      Authorized
representative(signature):

    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    SCHEDULE
1

     

    POWER
OF ATTORNEY

     

    Party
A:Hebei Hui
Yin Investment Co., Ltd.

     

    Party
B:Hebei
Chuang Lian Trade Co., Ltd.

     

    This
POWER OF ATTORNEY ( hereinafter “POA”) is made on the26th day of November,
2008, at Shijiazhuang, the People’s Republic of China.

     

    Party A,
hereby irrevocably and to the fullest extent permitted by law appointsYan Huikai
as its proxy, with full power of substitution, to the full extent of Party
A’s rights
with respect to his or her entire equity interest in【5】4S
Stores.

     

    This POA
shall be irrevocably revoked in the event that Party B dismiss and replace the
representative with written notice. Party A shall withdraw the authorization
immediately and give another POA to the representative designated by Party
B.

     

    This
attorney appointed by this POA is empowered, and may exercise this POA, to vote
all of the Equity Interest in accordance with the prior written instruction of
Attorney at any time until the termination of the Agreement, at any meetings or
in any other circumstances upon which the vote or other action of the holders of
the Equity Interest is sought.

     

    This POA
shall be effective for a period of ten (10) year from the signature date of this
POA subject to the Voting Proxy Agreement executed between Party A and Party B
be terminated in any reason during this term.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    [SIGNATURE
PAGE]

    


    
      Party
A: Hebei Hui Yin Investment Co., Ltd.(seal)

    

    


    
      Authorized
Representative(signature):

    

    


    
      Party
B: Hebei Chuang Lian Trade Co., Ltd.(seal)

    

    


    
      Authorized
Representative(signature):

    


    
      
         


      

      
        9