BUSINESS
OPERATION AGREEMENT

     

    This
Agreement is made on the 26th day of
November, 2008,at Shijiazhuang,  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 Hui
Yin Investment Co., Ltd. (“Party B”)

    Registered
Address: 322 East Zhongshan Road, Shijiazhuang

    Legal
representative: Song Xiaoping

    


    WHEREAS:

    


    
      	
              1.

            	
              Party
      A, a wholly foreign owned enterprise organized and existing under the laws
      of PRC. (For the purpose of this Agreement, excluded Hong Kong Special
      Administrative Region, Macau Special Administrative Region and Taiwan
      hereinafter the “PRC”)

            


    

    


    
      	
              2.

            	
              Party
      B, a limited liability company registered and existing under the laws of
      PRC.

            


    

    


    
      	
              3.

            	
              Party
      A and Party B have agreed that, under the law of the PRC, Party B shall
      assign the equity interests of 【5】4S Stores(
      hereinafter “companies”) 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.

            


    

     

    NOW THEREFORE, through mutual
consultations, the Parties have reached the following agreement:

     

    
      	
              1.

            	
              OBLIGATION

            


    

    


    For the
purpose of guarantee the Agreements and obligations, Party B hereby acknowledges
and agrees that, other than with prior written consent of Party A or the third
party designated by Party A, Party B will not undertake or urge the Company to
undertake any transactions which may material impact the assets, obligations,
rights or business of the company, including but not limited:

    


    
      	
               
      

            	
              1.1

            	
              It
      will not undertake any business beyond the ordinary scope of
      business;

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              1.2

            	
              It
      will not lend any loan to third party or assume any indebtedness from any
      third party;

            


    

    


    
      	
               
      

            	
              1.3

            	
              It
      will not change or remove any directors or senior management
      team.

            


    

    


    
      	
               
      

            	
              1.4

            	
              It
      will not sell or acquire any assets or rights exceed RMB 100,000 in value
      to any third party, include but not limited to any intellectual
      properties;

            


    

    


    
      	
               
      

            	
              1.5

            	
              It
      will not provide any of its assets or intellectual properties to be used
      as securities or provide any other encumbrance
  thereon;

            


    

    


    
      	
               
      

            	
              1.6

            	
              It
      will not modify the articles of association and bylaws of the Company or
      alter the scope of business of the
Company;

            


    

    


    
      	
               
      

            	
              1.7

            	
              It
      will not alter the operation procedure or substantially modifying the
      internal system;

            


    

    


    
      	
               
      

            	
              1.8

            	
              It
      will not transfer the rights and obligations hereunder to any third
      party.

            


    

    


    1.9 Party
A has the right to inspect the business status of Company at any time and ask
Party B for assistance, including but not limited to provide the documents which
Party A believes is necessary and to answer the questions raised by Party A. In
the event that the conduct(s) of Party B or the Company lead the Party A
reasonably believes that it had violated the obligation provided in the Section
1 under this Agreement, Party A is entitled to require Party B to withdraw such
conduct(s), and Party B shall cause the Company to withdraw such conduct(s) (if
possible).

    


    
      	
              2.

            	
              BUSINESS
      OPERATION AND PERSONNEL ARRANGEMENT

            


    

    


    
      	
               
      

            	
              2.1

            	
              Party
      B agrees to cause the Company to accept and enforce rigidly the advices in
      connection with the appointment and dismissal of employees, the daily
      business operation of the Company and the financing management systems of
      the Company.

            


    

    


    
      	
               
      

            	
              2.2

            	
              Party
      B hereby agrees that, it will cause the Company to appoint the persons
      designated by Party A to assume the position of director in accordance
      with the procedure provided by laws, regulations and articles of
      association, and cause such directors to elect the chairman of the board
      according to the instruction by Party A. Party B shall appoint the
      personnel designated by Party A as the Company’s general manager,
      financial controller and other
officers

            


    

    


    
      	
               
      

            	
              2.3

            	
              The
      aforesaid director or officers designated by Party A shall loss all the
      position in the Company in the event of dismissal (voluntarily or
      involuntarily) or resignation from Party A. Party B shall cause the
      Company to appoint other person designated by Party A to assume such
      position under this circumstance.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2.4

            	
              For
      the purpose of said Section 2.3, Party B will urge the Company to take any
      and all necessary steps to accomplish the appointment and dismissal
      procedure under the applicable law, regulations and articles of
      association of the Company and provisions specified in this
      Agreement.

            


    

    


    
      	
               
      

            	
              2.5

            	
              Simultaneously
      with the execution of this Agreement, party B agrees to execute the Power
      of Attorney (“POA”), appointing Party A’s authorized representatives as
      his/her attorney with the power to vote at any meetings or in any other
      circumstance, Party B further agrees to 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 nominate the new
      representative as the attorney on request of Party
  A.

            


    

    


    
      	
              3.

            	
              MISCELLANEOUS

            


    

    


    
      	
               
      

            	
              3.1

            	
              In
      the event of expiration or termination of any one of the agreements
      between the Parties, Party A is entitled to determine whether to terminate
      all other agreements between the
Parties.

            


    

    


    
      	
               
      

            	
              3.2

            	
              Party
      B agrees, it will pay or transfer unconditionally to Party A any or all
      bonus, dividends or any other revenues or benefits (no matter the form)
      which it obtained from the Company as the shareholder. The taxes and
      expenses regard with the transfer (if any) shall be assumed according to
      the applicable laws.

            


    

     

    
      	
              4.

            	
              BREACH
      OF CONTRACT

            


    

     

    
      
        	 	

                4.1

              	

                Unless
      otherwise specified hereunder, in the event that Party B fails to perform
      this Agreement fully and completely or terminate its performance
      temporarily, and fails to correct his non-performance within 30 days after
      the acceptance of Party A’s notice, it will be deemed as the breach of
      contract.

              
	 	 	 
	
                 
      

              	
                4.2

              	
                Any
      expenses (including but not limited to attorney fees, litigation fees,
      arbitration fees and travel and lodging fees), responsibilities or damages
      (including but not limited to reasonable loss of profit) undertaken by
      Party A arising in connection with the non-performance of Party B hall be
      indemnified by Party B.

              


      

    

     

    
      
        	

                5. 

              	 	

                ENTIRE
      AGREEMENT AND AMENDMENT 

              
	 	 	 
	
                 
      

              	
                5.1

              	
                This
      Agreement and any other contract mentioned or included expressly by the
      Agreement constitute the entire the subject matter between the Parties
      hereto, and supersedes all prior agreements, contracts, understandings and
      communications.

              


      

    

     

    
      	
               
      

            	
              5.2

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

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
              6.

            	
              GOVERNING
      LAW

            


    

    


    The
execution, effectiveness, performance, construction and settlement of dispute of
this Agreement shall be governed by the laws of the PRC.

     

    
      
        	

                7. 

              	 	

                SETTLEMENT
      OF DISPUTE

              
	 	 	 
	
                 
      

              	
                7.1

              	
                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 reach an agreement on the resolution of such a
      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 both
  Parties.

              


      

    

    


    
      	
               
      

            	
              7.2

            	
              The
      Parties shall in good faith in all other respects continue their
      implementation of this Agreement except issues in dispute between the
      Parties.

            


    

    


    
      	
              8.

            	
               NOTICES

            


    

    


    All
notices and other communications given or made pursuant hereto shall be in
writing and deliverer to the address as specified below by personally delivery,
registered mail pre-paid 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

    


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

    Address:
322 East Zhongshan Road, Shijiazhuang

    Facsimile:
0311-85068813

    Telephone:
0311-85068830

    Attention:
Song Xiaoping

     

    
      
        	

                9.

              	 	

                EFFECTIVENESS,
      TERMIN ATION AND MISCELLANEOUS 

              
	 	 	 
	
                 
      

              	
                9.1

              	
                This
      Agreement shall expire in 10 years following the date first above written
      unless terminated earlier in accordance with the provisions specified in
      this Agreement. The term of this
      Agreement will be automatically extended for another ten-year period upon
      expiry, unless Party A filed a 3 months’ prior written notice before the
      expiration of the
Agreement.

              


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              9.2

            	
              This
      Agreement shall not be terminated by Party B during the term but Party A
      can terminate this Agreement at any time without cause, by giving 30 day's
      prior written notice to Party B.

            


    

    


    
      	
               
      

            	
              9.3

            	
              If
      any term or provision of this Agreement is determined to be invalid,
      illegal or incapable of being enforced by any applicable laws and
      regulations, 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 so as to effect the original intent of the Parties as closely as
      possible to the fullest extent permitted by applicable law in an
      acceptable manner to the end that the transactions contemplated hereby are
      fulfilled to the extent possible.

            


    

    


    
      	
               
      

            	
              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.

            


    

     

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


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    [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):

    

     

    
      
         


      

      
        6