OPTION
AGREEMENT

    


    This
Option Agreement (hereinafter “Agreement”) is made on the 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 , Shijiazhuang

    Legal
representative: Zhang Zhongwen

    


    Hebei Hua
An Investment Co., Ltd. (“Party
B”, The Grantor)

    Registered
Address: 322 East Zhongshan Road, Shijiazhuang

    Legal
representative: Guo Zhongqi

    


    WHEREAS:

    


    
      	
              1.

            	
              Party
      A, a wholly foreign owned enterprise organized and existing under the laws
      of PRC.

            


    

    


    2.  Party
B, a limited liability company registered and existing under the laws of PRC,
hold the equity interests of 【22】Brand
Automobile 4S Stores( hereinafter 4S Stores) 【within the
jurisdiction of china】(the amount of
capital and percentage of ownership owned by Party B in 4S Stores
above-mentioned set forth in schedule hereto).

    


    
      
        	
                1.

              	
                THE
      OPTIONS GRANTED

              


      

    

    


    
      
        	  
    	
                1.1

              	
                GRANT

              


      

    

    


    Grantor
agrees to voluntarily, unconditionally, irrevocably and exclusively grant Party
A the option under the PRC laws and the terms and conditions provide in this
Agreement, the Party A or any third party designated by Party A is entitled to
purchase all or part of the share at the lower of the lowest price permitted by
the PRC laws at the time of exercise of Option and the audited net asset value
of 4S Stores.

     

    
      	  
    	
              1.2

            	
              

                TERMS

              

            


    

     

    This
Agreement shall be valid from the date of execution until (i) the Accomplished
Date defined in Clause 2.5 as below or (ii) the obligations hereunder have been
performed, which is later. Party B shall not terminate this Agreement early in
any reason.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                2.

              	
                EXERCISE
      OF OPTION AND CLOSING

              


      

    

     

    
      	  
    	
              2.1

            	
              

                

                  TIME
      OF EXERCISE

                

              

            


    

    


    
      
        	
              	
                2.1.1

              	
                The
      Grantor agrees, Party A may exercise any or all option under this
      Agreement at any time of the expiration unless otherwise specified by the
      PRC laws.

              


      

    

    


    
      
        	
              	
                2.1.2

              	
                The
      Grantor agrees, Party A have no limitation in the number of exercise
      unless have acquired all the equity interests of 4S
  Stores.

              


      

    

    


    
      
        	
              	
                2.1.3

              	
                The
      Grantor agrees, Party A may designate a third Party as its representative
      to exercise any or all portion of the options subject to notify the
      Grantor prior in writing.

              


      

    

     

    
      	  
    	
              2.2

            	
              

                

                  THE
      USE OF FUND

                

              

            


    

    


    Grantors
hereby agree to provide all the interests in connection with the exercise of
Option by Party A or any third party designated by Party A to 4S Stores in an
appropriate manner.

     

    
      	  
    	
              2.3

            	
              

                

                  

                    ASSIGNMENT

                  

                

              

            


    

     

    Grantors
agree that the Party A may assign or transfer all or any of the Option under
this Agreement to any third party. Any such third party shall be deemed as one
Party of this Agreement and have all of Party A’s rights and
obligations.

     

    
      	  
    	
              2.4

            	
              

                

                  

                    

                      NOTICES
      OF EXECISE THE
OPTION

                    

                  

                

              

            


    

     

    In the
event that Party A wishes to exercise the Option, it shall send to the Grantor a
written notice not later than 10 business days from the Notice Date for the
closing of such purchase (an “Option Closing Date” as defined below). The Notice
shall specify the terms as below:

     

    
      	
            	
              

                2.4.1

              

            	
              

                The
      date as of the consummation of the approval of the equity transfers (if
      required by law) and applies for registration in the AIC formally.
      (hereinafter “Option Closing
Date”)

              

            


    

     

    
      	
            	
              

                2.4.2

              

            	
              

                The
      name of the shareholder after the closing
  date;

              

            


    

     

    
      	
            	
              

                2.4.3

              

            	
              

                

                  The
      amount of equity interest purchased from the
      Grantor;

                

              

            


    

     

    
      	
            	
              

                2.4.4

              

            	
              

                

                  Payment
      method;

                

              

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                2.4.5

              	
                Power
      of Attorney (if authorized the third party to exercise the rights)
      .

              


      

    

    


    Both
Parties agree that, Party A shall designate the third party and on the name of
the third party to exercise the options and register the equity interests.
Grantor agrees that he will sign the Share Transfer Agreements prepared by Party
A or the third party designated by Party A within 5 business days after the
acceptance of the Notice for Exercise provide Party A or the third party
designated by Party A on demand.

    


    
      
        	
              	
                2.5

              	
                CLOSING

              


      

    

    


    
      	
               
      

            	
              2.5.1

            	
              Grantor
      shall urge 4S Stores to accomplish the approval of assignment by the
      authorized governmental institutions hereunder under the applicable law of
      PRC (if any).

            


    

    


    
      	
               
      

            	
              2.5.2

            	
              Grantor
      shall cause 4S Stores to accomplish the register procedure promptly in the
      AIC under the applicable laws of the
PRC.

            


    

    


    
      	
               
      

            	
              2.5.3

            	
              Party
      A or the third party designated by Party A shall pay the Grantors with the
      price provided in the Clause 1.1 at the closing
  day.

            


    

    


    
      	
               
      

            	
              2.5.4

            	
              Grantors
      shall render the 4S Stores necessary and timely assistance according to
      the applicable laws of the PRC to consummate the approval procedures (if
      required by law) in authorized government entity and to consummate the
      equity transfer procedure in the AIC. Such date is the date of
      consummation of the Option. (Hereinafter “Accomplished
    Date”)

            


    

     

    
      
        	
              	
                2.6

              	
                ACCOMPLISHED
      DATE

              


      

    

    


    Party A
or the designated third party shall become the legal owner of the equity
interests after the consummated date pursuant to the Articles of Association and
applicable laws of the PRC.

     

    
      
        	
                3.

              	
                REPRESENTATIONS
      AND WARRANTIES

              


      

    

    


    
      
        	
              	
                3.1

              	
                Except
      as disclosed, Grantor hereby represents and warrants as
    below:

              


      

    

    


    
      
        	
              	
                3.1.1

              	
                Grantor
      has full and complete right and authority to execute and perform this
      Agreement;

              


      

    

    


    
      
        	
              	
                3.1.2

              	
                Grantor
      have performed the contributing obligation of shareholders in 4S Stores
      and owned the lawful and complete title of the shares under the applicable
      law of the PRC and the Articles of Association and bylaws of 4S
      Stores.

              


      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                3.1.3

              	
                The
      performance of this Agreement or obligation hereunder have no violation of
      the binding laws, regulations and other agreements, and have no necessary
      approval or authority required by the competent governmental
      entity.

              


      

    

    


    
      	
            	
              
                3.1.4

              

            	
              
                There
      are no pending and threatened litigations, arbitrations or any other
      judicial or administrative proceedings which will materially impact the
      performance of this
Agreement.

              

            


    

    


    
      	
            	
              
                3.1.5

              

            	
              
                No
      pledge, indebtedness or any other encumbrances on the equity interest of
      4S Stores, and no assignment, donate, pledge or any other manner to
      dispose of the equity interest to any third
  party;

              

            


    

    


    
      	
            	
              
                3.1.6

              

            	
              
                These
      equity interests of 4S Stores hold by Grantor are free from any pledge,
      indebtedness or any other encumbrances of the third
      party.

              

            


    

    


    
      	
            	
              
                3.1.7

              

            	
              
                The
      Option granted to Party A or the persons designated by Party A must be
      exclusive, Grantor shall not grant any other party the option or any
      similar right in any manner;

              

            


    

    


    
      	
            	
              
                3.1.8

              

            	
              
                4S
      Stores are limited liability companies created and existing under the
      applicable laws of the PRC, and have obtained all necessary approvals,
      authorities and licenses for the operation of business now and in the
      future. 4S Stores does not have any known or expected incident that may
      lead such approvals, authorities and licenses to be cancelled, removed or
      suspended

              

            


    

    


    
      
        	
              	
                3.1.9

              	
                Grantor
      shall strive to urge the adoption of resolutions which approve Grantor to
      assign the equity interests to Party A or the third party designated by
      Party A during the term of exercise of option under the terms and
      conditions hereof by the shareholders’ meeting of 4S Stores. Grantor also
      shall strive to cause any shareholders of 4S Stores other than Grantor (if
      any) to agree the waiver of the right of first refusal in connection with
      the equity interests all or any which are attempted to
    assign.

              


      

    

    


    
      
        	
              	
                3.2

              	
                CONVENANTS

              


      

    

    


    
      
        	
              	
                3.2.1

              	
                During
      the terms of this Agreement, Grantor covenants to Party A or the third
      party designated by Party A, it will carry out all the necessary
      procedures which made the Party A or the third party designated by Party A
      the shareholder of 4S Stores. The procedures included, without limitation,
      rendering Party A or the third party designated by Party A assistance to
      obtain necessary approvals from governmental entities and institutions,
      delivering Share
      Transfer Agreement to the related Administration for Industry and Commence
      (“AIC”) for the purpose of the amendments or modifications of the Articles
      of Association and bylaws, shareholders’ register or
      any other things concerned.

              


      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.2.2

            	
              During
      the terms of this Agreement, he will not put the equity interests hold by
      Grantor under the circumstance of pledge, indebtedness or encumbrance for
      any third party, and he will not assign, donate, pledge or dispose of the
      equity interests hold by Grantor in any other manner to the third
      party.

            


    

    


    
      	
               
      

            	
              3.2.3

            	
              During
      the terms of this Agreement, the equity interests hold by Grantor will not
      under the circumstance of pledge, indebtedness or encumbrance for the
      third party.

            


    

    


    
      	
               
      

            	
              3.2.4

            	
              During
      the terms of this Agreement, the option granted by Grantor to Party A
      shall be exclusive; Grantor shall not grant any other party the option or
      any other right similar right.

            


    

    


    
      
        	
                4.

              	
                TAXES
      AND FEES

              


      

    

    


    Subject
to applicable laws, the taxes and fees shall be paid by Parties respectively in
the course of carrying out this Agreement.

    


    
      
        	
                5.

              	
                BREACH
      OF AGREEMENT

              


      

    

    


    
      	
               
      

            	
              5.1

            	
              Any
      breach of the representations and warrants under this Agreement by any
      Party, given the written notices the other Party have the right to require
      the breaching Party 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 .

            


    

    


    
      	
               
      

            	
              5.2

            	
              The
      breaching Party shall be liable for any cost, liability or loss (include
      but not limited to the interests and attorney fees arising from the
      breach) provide that the breach of this Agreement by any Party. The
      aggregate amount of indemnification shall be equivalent to the loss
      incurred by the default; said remedies include the profits for performance
      which could reasonably have foreseen at the time of the conclusion of the
      Agreement.

            


    

    


    
      	
               
      

            	
              5.3

            	
              In
      the event of breach by Party B, Party A or the third party designated by
      Party A may terminate the performance of obligations hereunder temporarily
      by deliver a written notice to Party B in consideration that the
      performance is impossible or unfair until the Party B take the actions to
      eliminate the consequence and indemnify the costs arising in connection
      with the breach.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.4

            	
              Parties
      shall be liable respectively for the damages to the extent that incurred
      by themselves provide the breach of this Agreement by both
      Parties.

            


    

    


    
      
        	
                6.

              	
                GOVERNING
      LAW AND SETTLEMENT OF
DISPUTES

              


      

    

    


    
      
        
          	
                	
                  6.1

                	
                  GOVERNING
      LAW

                


        

      

    

    


    The
application, include, without limitation, execution, effectiveness, performance,
construction of this Agreement shall be governed by the laws of the
PRC.

    


    
      
        	
              	
                6.2

              	
                AMICABLE
      NEGOTIATION

              


      

    

    


    In the
event any dispute with respect to or in connection with the construction and
performance of this Agreement, the Parties shall first negotiate in good faith
or mediate through a third party to resolve the dispute. In the event the
Parties fail to resolve the dispute through the methods above-mentioned within
30 days after the any Party’s request for resolution of the dispute, any Party
shall submit the relevant dispute to arbitration.

    


    
      
        	
              	
                6.3

              	
                ARBITRATION

              


      

    

    


    The
dispute with respect to this Agreement shall submit 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.

    


    
      
        	
                7.

              	
                CONFIDENTIALITY

              


      

    

    


    
      
        	
              	
                7.1

              	
                CONFIDENTIAL
      INFORMATION

              


      

    

    


    This
Agreement and schedules hereto is strictly confidential. No Party shall disclose
any information of this Agreement to any third party without the prior written
consent of both Parties. This term shall survive the termination of this
Agreement.

    


    
      
        	
              	
                7.2

              	
                EXCEPTION

              


      

    

    


    The
disclosure in accordance with the laws, adjudications, arbitral awards and the
decisions of governmental entity shall not be deemed as the non-compliance of
the clause 7.1.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        	
                8.

              	
                MISCELLANEOUS

              


      

    

    


    
      
        	
              	
                8.1

              	
                ENTIRE
      AGREEMENT

              


      

    

    


    This
Agreement constitutes the entire the subject matter between the Parties hereto,
and supersedes all prior discussions, negotiations and agreements. This
Agreement shall be altered by mutual consent in writing between Parties, the
schedules and exhibits referred to herein are incorporated in this Agreement and
constitute an integral part of this Agreement.

    


    
      
        	
              	
                8.2

              	
                AMENDMENTS
      AND SUPPLEMENTARY

              


      

    

    


    No
amendment, supplementary or modification of this Agreement shall occur except in
writing. The amend agreement and supplementary agreement that have been signed
and sealed by the Parties shall have the same validity as this
Agreement.


    


    
      
        	
                
                

              	
                8.3

              	
                SEVERABILITY

              


      

    

    


    In the
event that any provision of this Agreement is determined to be invalid or
unenforceable in any respect in accordance with the applicable laws, the
validity or enforceability of the remaining provisions of this Agreement shall
not be affected or compromised in any respect.

    


    
      
        	
              	
                8.4

              	
                WAIVER

              


      

    

    


    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.

    


    
      
        	
              	
                8.5

              	
                NOTICE

              


      

    

    


    
      
        	
              	
                8.5.1

              	
                All
      the notices sent by parties for the rights and obligations performance
      given under this Agreement shall be sent in writing and delivered to the
      address as specified below by the way of personally delivery, registered
      mail, prepaid post, courier or facsimile
  transmission.

              


      

    

    


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

    Address:  322
East Zhongshan Road, Shijiazhuang

    Facsimile:
0311-83819636

    Telephone:
0311-83827688

    Attention:  Zhang
Zhongwen

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Party
B:     Hebei Hua An Investment Co., Ltd.

    Address:   322
East Zhongshan Road, Shijiazhuang

    Facsimile:  0311-85068881

    Telephone:  0311-85068889

    Attention:  Guo
Zhongqi

    


    
      
        	
              	
                8.5.2

              	
                Notices
      shall be deemed to have been
received:

              


      

    

    


    
      	
               
      

            	
              8.5.2.1

            	
              Upon
      confirmed transmission if sent by fax, provide the fax sent later than
      17:00 or sent not in business day, upon the next successive business
      day;

            


    

    


    
      	
               
      

            	
              8.5.2.2

            	
              Upon
      signature date if delivered by hand (include
  courier)

            


    

    


    
      	
               
      

            	
              8.5.2.3

            	
              Upon
      15 days after the date of confirmation of the return receipt if delivered
      by registered mail.

            


    

    


    
      
        	
              	
                8.5.3

              	
                BINDING

              


      

    

    


    This
Agreement is binding for both Parties.

    


    
      
        	
                
                

              	
                8.6

              	
                LANGUAGE

              


      

    

    


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


    


    
      
        	
              	
                8.7

              	
                DAY
      AND BUSINESS DAY

              


      

    

    


    References
to “day” mean the calendar day, “business day” means the date from Monday to
Friday.

    


    
      
        	
              	
                8.8

              	
                HEADINGS

              


      

    

    


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

    


    
      
        	
              	
                8.9

              	
                UNSPECIFIED
      EVENT

              


      

    

    


    The event
which is not specified in this Agreement shall be negotiated by both Parties
under the law of the PRC.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    [SIGNATURE
PAGE]

    


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

              


      

    

    


    
      
        	
                Authorized
      Representative(signature):

              


      

    

    
 

    
      
        	
                Party
      B: Hebei Hua An Investment Co., Ltd.(seal)

              


      

    

    


    
      
        	
                Authorized
      Representative(signature):

              


      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    SCHEDULE

    THE
AMOUNT OF CAPITAL AND PERCENTAGE OF OWNERSHIP HOLD BY PLEDGOR

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                NO.

                              	 	
                                4S
      STORE

                              	 	
                                Capital
      (RMB 0000’)

                              	 	 	
                                Equity

                                Percentage

                              	 	 	
                                Note

                              	 
	
                                1

                              	 	
                                Hebei
      Liantuo Auto Trade Co., Ltd.

                              	 	 	1800	 	 	 	90	%	 	 	 
      	 
	
                                2

                              	 	
                                Hebei
      Yitong Auto Sales and Service Co., Ltd.

                              	 	 	600	 	 	 	60	%	 	 	 	 
	
                                3

                              	 	
                                Hebei
      Shengda Auto Trade Co., Ltd.

                              	 	 	800	 	 	 	80	%	 	 	 	 
	
                                4

                              	 	
                                Shijiazhuang
      Yuhua Toyota Auto Sales and Service Co., Ltd.

                              	 	 	800	 	 	 	80	%	 	 	 	 
	
                                5

                              	 	
                                Hebei
      Shengwen Auto Trade Co., Ltd.

                              	 	 	950	 	 	 	95	%	 	 	 	 
	
                                6

                              	 	
                                Hebei
      Shengkang Auto Trade Co., Ltd.

                              	 	 	1000	 	 	 	100	%	 	 	 	 
	
                                7

                              	 	
                                Cangzhou
      Yichang Auto Sales and Service Co., Ltd.

                              	 	 	275	 	 	 	55	%	 	 	 	 
	
                                8

                              	 	
                                Zhangjiakou
      Meihua Auto Trade Co., Ltd.

                              	 	 	480	 	 	 	80	%	 	 	 	 
	
                                9

                              	 	
                                Qinhuangdao
      Jianda Auto Sales and Service Co., Ltd.

                              	 	 	700	 	 	 	70	%	 	 	 	 
	
                                10

                              	 	
                                Hengshui
      Dechang Auto Trade Co., Ltd.

                              	 	 	420	 	 	 	70	%	 	 	 	 
	
                                11

                              	 	
                                Shijiazhuang
      Baohe Auto Sales and Service Co., Ltd.

                              	 	 	900	 	 	 	60	%	 	 	 	 
	
                                12

                              	 	
                                Hebei
      Anchang Auto Sales and Service Co., Ltd.

                              	 	 	375	 	 	 	75	%	 	 	 	 
	
                                13

                              	 	
                                Hebei
      Yuanxinghang Auto Sales and Service Co., Ltd.

                              	 	 	1000	 	 	 	100	%	 	 	 	 
	
                                14

                              	 	
                                Hebei
      Meifeng Auto Sales and Service Co., Ltd.

                              	 	 	500	 	 	 	100	%	 	 	 	 
	
                                15

                              	 	
                                Cangzhou
      Deyuan Auto Trade Co., Ltd.

                              	 	 	560	 	 	 	70	%	 	 	 	 
	
                                16

                              	 	
                                Baoding
      Tianhua Auto Trade Co., Ltd.

                              	 	 	1000	 	 	 	100	%	 	 	 	 
	
                                17

                              	 	
                                Cangzhou
      Hengyuan Auto Sales and Service Co., Ltd.

                              	 	 	150	 	 	 	30	%	 	 	 	 
	
                                18

                              	 	
                                Tangshan
      Bo’an Auto Sales and Service Co., Ltd.

                              	 	 	500	 	 	 	100	%	 	 	 	 
	
                                19

                              	 	
                                Handan
      Baohe Auto Sales and Service Co., Ltd.

                              	 	 	500	 	 	 	100	%	 	 	 	 
	
                                20

                              	 	
                                Tangshan
      Yachang Auto Sales and Service Co., Ltd.

                              	 	 	500	 	 	 	100	%	 	 	 	 
	
                                21

                              	 	
                                Handa
      Yacheng Auto Sales and Service Co., Ltd.

                              	 	 	500	 	 	 	100	%	 	 	 	 
	
                                22

                              	 	
                                Hengshui
      Yuhua Toyota Auto Sales and Service Co., Ltd.

                              	 	 	700	 	 	 	70	%	 	 	 	 


                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        10