SERVICES
AGREEMENT

    


    This
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 ,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, 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 4S stores) 【within the
      jurisdiction of china】, 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.

            	
              Party
      A agrees to provide the services in relation to management of the 4S
      Stores to Party B; Party B agrees to accept the services
      hereunder.

            


    

    


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

    


    
      	
              1.

            	
              MANAGEMENT
      SERVICES: MONOPOLIZED AND EXCLUSIVE RIGHTS AND
  BENEFITS

            


    

    


    
      	
               
      

            	
              1.1

            	
              Party
      A agrees to under the conditions herein provide relevant management
      services to Party B during the term of this Agreement. (the content of the
      services set forth in schedule 1.)

            


    

    


    
      	
               
      

            	
              1.2

            	
              Party
      B hereby agrees to accept the manage services provided by Party A, and
      further agrees, he will not accept the manage services aforesaid from any
      third party without the prior written consent of Party A during the term
      of this Agreement.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              1.3

            	
              Party
      A shall be entitle to possess the monopolistic and exclusive rights and
      benefits of any rights, title, beneficial interests and intelligence
      property (including but not limited to copyright, patent right, know-how,
      commercial secret and any other similar right) in accordance with the
      performance of this Agreement regardless of the resource of the
      intelligence property.

            


    

    


    
      	
               
      

            	
              1.4

            	
              Party
      B covenants to give Party A or its Affiliates the right of first refusal
      under the comparable circumstance provides he desire to cooperate with any
      other enterprise in any business.

            


    

    


    
      	
              2.

            	
              OBLIGATIONS

            


    

    


    
      	
               
      

            	
              2.1

            	
              OBLIGATIONS
      OF PARTY A

            


    

    


    
      Party A
agrees to provide the management services to Party B pursuant to this Agreement
timely during the term of this Agreement.

    

    


    
      	
               
      

            	
              2.2

            	
              OBLIGATIONS
      OF PARTY B

            


    

    


    
      	
               
      

            	
              2.2.1

            	
              Party
      B agrees to pay the management services charges (hereinafter “Services
      Charges”) timely by the way specified in schedule
  2.

            


    

    


    
      	
               
      

            	
              2.2.2

            	
              Party
      B shall accept and employ the management services provided by Party A in
      an appropriate and reasonable way.

            


    

    


    
      	
               
      

            	
              2.2.3

            	
              Party
      B shall notify Party A in no delay provides the occurrence of events which
      will affect the ordinary operation of Party
B.

            


    

    


    
      	
               
      

            	
              2.2.4

            	
              Party
      B hereby authorizes Party A or any person designated by Party A the right
      to enter the offices or any other business premises of Party B in the
      reasonable time.

            


    

    


    
      	
               
      

            	
              2.2.5

            	
              Party
      B shall not, and shall urge any third party not take actions that will
      affect adversely the know-how or intelligence property which is provided
      by Party A under this Agreement.

            


    

    


    
      	
               
      

            	
              2.2.6

            	
              Party
      B shall be liable for the obtainment of all the relevant approvals and
      permissions acquired from the government (if need) in favor of the
      performance of Party A.

            


    

    


    
      	
              3.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    
      	
            	
              3.1

            	
              Party
      A hereby represents and warrants as
follows:

            


    

    


    
      	
               
      

            	
              3.1.1

            	
              Party
      A is a lawful company registered and existing under the laws of the
      PRC.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              3.1.2

            	
              Party
      A has the authority to execute and perform this Agreement without further
      approval of any other person or governmental entity, no violation of any
      applicable laws or binding
agreements.

            


    

    


    
      	
               
      

            	
              3.1.3

            	
              In
      the event of execution this Agreement constitutes a lawful, valid, binding
      and enforceable obligation to Party
A.

            


    

    


    
      	
               
      

            	
              3.2

            	
              Party
      B hereby represents and warrants as
follows:

            


    

    


    
      	
               
      

            	
              3.2.1

            	
              Party
      B is a lawful company registered and existing under the laws of the
      PRC

            


    

    


    
      	
               
      

            	
              3.2.2

            	
              Party
      B has the authority to execute and perform this Agreement without further
      approval of any other person or governmental entity, no violation of any
      applicable laws or binding
agreements.

            


    

    


    
      	
               
      

            	
              3.2.3

            	
              In
      the event of execution this Agreement constitutes a lawful, valid, binding
      and enforceable obligation to Party
B.

            


    

    


    
      	
              4.

            	
              CONFIDENTIALITY

            


    

    


    
      	
               
      

            	
              4.1

            	
              Party
      B agrees that it will hold all of the confidential data and information
      (hereinafter “Confidential Information”) in strict confidence, Party B
      shall not, either during or after the term of this Agreement, disclose,
      sell or assign to any third party any information without the prior
      written consent of Party A. In the event of termination, Party B shall, on
      Party A’s request, return or delete any and all copies of files, data or
      software which be used as carrier of the confidential information.
      Disclosure of any Confidential Information by any staff member, agent or
      consulter hired by Party B shall constitute a disclosure and Party B shall
      be liable for a breach of this
Agreement.

            


    

    


    
      	
               
      

            	
              4.2

            	
              Said
      restrictions shall not apply to any Confidential Information
      which:

            


    

    


    
      	
               
      

            	
              4.2.1

            	
              Is
      publicity known at the time of
disclosure;

            


    

    


    
      	
               
      

            	
              4.2.2

            	
              Becomes
      publicity known, after such disclosure, otherwise than through a breach of
      this undertaking by Party B;

            


    

    


    
      	
               
      

            	
              4.2.3

            	
              Can
      be proved by Party B that it takes it in a proper way , and not take it
      from Party A , its affiliates or stockholders directly or
      indirectly;

            


    

    


    
      	
               
      

            	
              4.2.4

            	
              Is
      required to be disclosed to government authorities or stock exchanges in
      accordance with applicable law, stock exchange regulations; or Party B may
      provide such information to its legal consultant or financial consultant,
      due to ordinary course of business. However, Party B has to ensure that
      such legal consultant or financial consultant will follow this Clause on
      the Confidential Information.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              4.3

            	
              This
      term shall survive the termination of this
  Agreement.

            


    

    


    
      	
              5.

            	
              BREACH
      OF CONTRACT

            


    

    


    
      	
               
      

            	
              5.1

            	
              The
      violation of any provisions of this Agreement, or fail to perform the
      obligations under this Agreement promptly by Party B shall be deemed as
      breach of contract. In that case Party A may notify Party B in writing,
      and require Party B to redeem its responsibilities, minimize the impact of
      the breach and be liable for any claims for damages pursuant to the
      applicable laws and specifications under this
  Agreement.

            


    

    


    
      	
               
      

            	
              5.2

            	
              In
      the event of non-performance by Party B, subject to his reasonable and
      objective judgment, Party A shall notify Party B in writing to terminate
      its performance hereunder temporarily in consideration of impossible or
      unfair for its performance, until Party B cancel the non-performance, take
      necessary steps to cure the negative consequence and indemnified the
      damages according to applicable laws and specifications under this
      Agreement.

            


    

    


    
      	
               
      

            	
              5.3

            	
              Party
      B shall protect, defend, indemnify and hold harmless Party A from and
      against any and all losses, damages, liabilities, fees and expenses
      arising from any and all litigation, claim or other request that incurs by
      reason of or in connection with the management services required by Party
      B.

            


    

    


    
      	
               
      

            	
              5.4

            	
              Party
      B shall be liable for the direct loss, foreseeable indirect loss and the
      relevant fees, including without limitation attorneys’ fees, litigation
      fees and travel and lodging fees.

            


    

    


    
      	
              6.

            	
              EFFECTIVENESS
      AND TERM

            


    

    


    
      	
               
      

            	
              6.1

            	
              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 or any other relevant agreement signed by
      Parties.

            


    

    


    
      	
               
      

            	
              6.2

            	
              The
      term of this Agreement may be extended for successive ten-year periods
      without prior written notice of the Party A at the expiration of the
      Agreement.

            


    

    


    
      	
              7.

            	
              TERMINATION

            


    

    


    
      	
               
      

            	
              7.1

            	
              This
      Agreement will terminate at the expiration unless renewed pursuant to the
      relevant provision hereunder.

            


    

    


    
      	
               
      

            	
              7.2

            	
              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. In the event that this Agreement is early
      terminated by Party A as a result of Party B’s conduct or cause, the Party
      B shall indemnify any and all losses incurred by Party A and pay the
      charges in connected with the services
rendered.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              7.3

            	
              Notwithstanding
      termination, the rights and obligations under the Clause 4 and Clause 5
      shall continue in force.

            


    

    


    
      	
              8.

            	
              SETTLEMENT
      OF DISPUTE

            


    

    


    
      	
               
      

            	
              8.1

            	
              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
  Parties.

            


    

    


    
      	
               
      

            	
              8.2

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

            


    

    


    
      	
              9.

            	
              FORCE
      MAJEURE

            


    

     

    
      	
               
      

            	
              9.1

            	
              The
      term “Force Majeure” means any event or circumstance which is beyond a
      Party’s reasonable control and such Party could not reasonably have avoid
      or overcome, including but not limitation, government, acts of God, fire,
      explosion, hurricane, flood, earthquake, tide, bolt or war. However, the
      inadequacy of capital, credit or finance shall not be deemed as the event
      or circumstance beyond reasonable control. Upon occurrence of any Force
      Majeure event, the Party affected shall promptly notify the other Parties
      and tell him the necessary steps of
implement.

            


    

    


    
      	
               
      

            	
              9.2

            	
              If
      any Party is prevented by said Force Majeure event from performing its
      obligations specified in this Agreement, he will exempt from
      responsibility for performance to the extent delay or prevention. The
      Party that encounters and event of Force Majeure must take appropriate
      actions to reduce to the minimum the influence of this event and use its
      best efforts to recover the
performance.

            


    

    


    
      	
              10.

            	
              NOTICES

            


    

    


    All
notices and other communications given or made pursuant hereto shall be in
writing in Chinese 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

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
               
      

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

            


    

    
      	
               
      

            	
              Address:
      322 East Zhongshan Road,
Shijiazhuang

            


    

    
      	
               
      

            	
              Facsimile:
      0311-85068813

            


    

    
      	
               
      

            	
              Telephone:
      0311-85068830

            


    

    
      	
               
      

            	
              Attention:
      Song Xiaoping

            


    

    


    
      	
              11.

            	
              ASSIGNMENT

            


    

    


    The
rights and obligations hereunder shall not be assigned by Party B to any other
party without Party A’s written consent. Party A has the right to assign the
rights and obligations hereunder to any third party subject to deliver a notice
to Party B.

    


    
      	
              12.

            	
              SEVERABILITY

            


    

    


    If any
term or provision of this Agreement is determined to be invalid, illegal or
incapable of being enforced by any rule of law, all other conditions and
provisions of this Agreement will nevertheless remain in full force and
effect.

    


    
      	
              13.

            	
              AMENDMENT
      AND SUPPLEMENTARY

            


    

    


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

    


    
      	
              14.

            	
              WAIVER

            


    

     

    Subject
to otherwise specified herein, 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.

    


    
      	
              15.

            	
              GOVERNING
      LAW

            


    

    


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

    


    
      	
              16.

            	
              COUNTERPARTS

            


    

    


    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.

            	
              THE
      CONTENT OF SERVICE

            


    

    


    
      	
              2.

            	
              THE
      CALCULATION AND PAYMENT OF SERVICE
FEES

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    SCHEDULE
1

    THE
CONTENT OF SERVICE

    


    
      
        
          
            
              	
                      Service Species

                    	 
      	
                      Service Content

                    
	
                      Marketing
      Innovation and Management Standardization

                    	 
      	
                      1.
      Establishment of 4S sale mode

                      2.
      Constitute sale price strategy

                      3.
      Market analysis

                      4.
      Demand analysis

                      5.
      Subdivision of sale market

                      6.
      Organize sale procedure

                      7.
      Constitute sale and marketing strategy

                      8.
      E-business and network marketing

                      9.
      Sales promotion and advertise

                      10.
      Sales force construction and management

                      11.
      Standardization of sale management

                      12.
      PDI standardization

                      13.
      Standardize credit service

                      14.
      Standardize car insurance service

                      15.
      Standardize car purchase procedure

                      16.
      Construct better sale service

                      17.
      Manage sale manager

                    
	
                      Accessory
      Management

                    	 
      	
                       

                      1.
      Standardize accessory management system

                      2.
      Standardize purchase management system

                      3.
      Standardize accessory transportation management

                      4.
      Standardize accessory supply management

                      5.
      Constitute accessory pricing strategy

                      6.
      Standardize warehouse management

                      7.
      Sale innovation

                      8.
      Guarantee compensation management

                    
	
                      After-sale
      Service Innovation and Management

                    	 
      	
                       

                      1.
      Customer relationship management

                      2.
      Service strategy of 4S store

                      3.
      Construct customer management system

                      4.
      Standardize after-sale service management system

                      5.
      Maintenance service management

                      6.
      Formulate maintenance price

                      7.
      Supervise and manage maintenance quality

                      8.
      Safety maintenance management system

                    
	 
      	 
      	
                      9.
      Construct maintenance professional and integrity ethics

                      10.
      Contract management of after-sale service

                      11.
      Complaint handling

                      12.
      After-sale service for special costumer

                      13.
      Job responsibility of staff

                      14.
      Costumer reception skill

                      15.
      Image construction of maintenance station

                      16.
      Managerial art of costumer manager

                      17.
      Admin Office
management

                    


            

          

        

      

    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      
        
          
            
              
                	
                        Information
      Feedback Innovation and Management

                      	 
      	
                         

                        1.
      Quality information feedback

                        2.
      Demand information feedback

                        3.
      Competitive information feedback

                        4.
      Sale information feedback

                        5.
      Construct and perfect the feedback platform

                        6.
      Information feedback management

                        7.
      Promote car sale by information feedback

                      
	
                        Used-car
      Transaction Innovation and Management

                      	 
      	
                        1.
      Innovation for used-car management

                        2.
      Used-car inspection management

                        3.
      Standardize used-car assessment management

                        4.
      Used-car transaction standardization

                      
	
                        Human
      Resource management and salesman training

                      	 
      	
                         

                        1.
      Job arrangement and analysis

                        2.
      Human Resource Planning

                        3.
      Staff performance management

                        4.
      Staff payment management

                        5.
      Sale skill training

                        6.
      Costumer car purchase analysis

                        7.
      Actual sale training for staff

                      
	
                        Other
      Matters

                      	 
      	
                         

                        1.
      Implement International Quality Certificate System

                        2.
      Standardize finance management
system

                      


              

            

          

        

      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    SCHEDULE
2

    


    THE
CALCULATION AND PAYMENT OF SERVICE FEES

    


    In
consideration of Party A’s performance, Party B shall pay Party A service fee
that equal to_____% to _____% of the sales income on yearly basis. The specific
ratio (the scope from _____% to_____%) is based on the performance of Party A,
and calculates in yearly. The fees in connection with other management and
consultant service required by Party B, would be negotiated by both parties. In
consideration of the future development of Party B, both parties agree that
Party B shall retain the cash and cash equivalent equal no less than RMB, _____
(hereinafter “The Lowest Cashflow”). In each year, if Party B cannot satisfy The
Lowest Cashflow after the payment of the services fee to Party A, Party B shall
pay Party A the service fees up to The Lowest Cashflow, the payment of the
remaining unpaid portion shall be deferred to the next year together with the
service fee of the next year. In the event Party B still cannot satisfy the
requirement, Party A is entitled to reduce the current year’s service fees to at
least RMB         .


    
      
         


      

      
        11