AutoChina
International Limited

    No.322,
Zhongshan East Road

    Shijiazhuang,
Hebei

    People’s
Republic of China

    


    February
16, 2011

    


    Honest
Best Int’l Limited

    Room
3713, The Center

    99
Queen’s Road Central, Hong Kong

    


    Re:           Amendment to Earn-Out Shares
Calculation

    


    Ladies
and Gentlemen:

    


    Reference
is made to that certain Share Exchange Agreement (the “Agreement”), dated
February 4, 2009, as amended on March 11, 2009 by and among AutoChina
International Limited (f/k/a Spring Creek Acquisition Corp.) (the “Company”), AutoChina
Group Inc., Honest Best Int’l Ltd (“Honest Best”), Yong
Hui Li, Wang Yan and certain subsidiaries and affiliated entities of AutoChina
Group Inc. named therein.

    


    Whereas,
pursuant to Section 1.02(b)(ii) of the Agreement, Honest Best is entitled to
receive certain Earn-Out Shares in accordance with the Share Calculation set
forth in Section 1.02(c) of the Agreement for each fiscal year during the
Earn-Out Period (specified as 2009-2013 in the agreement); and

    


    Whereas,
the Company and Honest Best wish to remove the 2012 and 2013 fiscal years from
the definition of the Earn-Out Period and amend Schedule C of the Agreement to
increase the Earn-Out Consideration Percentage for the remaining Earn-Out
Period.

    


    Now,
therefore, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and Honest Best hereby agree to amend
the Share Exchange Agreement as set forth herein.

    


    
      	
               
      

            	
              1.

            	
              Section
      1.02(c) is hereby amended by deleting the references to FY2012 and
      FY2013.

            


    

    


    
      	
               
      

            	
              2.

            	
              Schedule
      C of the Agreement is struck in its entirety and replaced with the
      following:

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
C

    


    TARGETED
EBITDA GROWTH

    


    Earn-Out
Consideration Percentage (%) is equivalent to the percentage (%) set forth below
each of the respective thresholds for each of the applicable fiscal years ended
December 31.  Notwithstanding the foregoing, such Earn-Out
Consideration Percentage (%) is only applicable in the event that SCAC achieves
EBITDA of at least the amount set forth in parenthesis immediately following
each of the applicable fiscal years ended December 31 set forth
below.  For purposes of this Schedule C “G” shall mean Targeted EBITDA
Growth.

    


    
      
        
          
            	
                    FY ending 12/31

                  	 	
                    G > 30%

                  	 	 	
                    G > 40%

                  	 	 	
                    G > 50%

                  	 	 	
                    G > 60%

                  	 	 	
                    G > 70%

                  	 	 	
                    G > 80%

                  	 	 	
                    G > 90%

                  	 
	
                    2009
      (US$22.50MM)

                  	 	 	5.00	%	 	 	7.50	%	 	 	10.00	%	 	 	12.50	%	 	 	15.00	%	 	 	17.50	%	 	 	20.00	%
	
                    2010
      (US$29.25MM)

                  	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%	 	 	15.00	%	 	 	17.50	%	 	 	20.00	%
	
                    2011
      (US$38.03MM)

                  	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%	 	 	0.00	%	 	 	15.00	%	 	 	17.50	%	 	 	20.00	%


          

        

      

    

    


    
      	
               
      

            	
              3.

            	
              Except
      as expressly modified herein, the terms of the Agreement remain in full
      force and effect.  Capitalized terms used and not defined herein
      shall have the meaning ascribed to them in the Share Exchange
      Agreement.

            


    

    


    
      	
               
      

            	
              4.

            	
              This
      Agreement shall be governed by, and construed in accordance with, the law
      of the state of New York.  Any dispute, controversy or claim
      arising out of or relating to the subject matter of this letter, or the
      interpretation, breach, termination or validity hereof, shall be resolved
      in accordance with Section 12.09
      of the Share Exchange Agreement.

            


    

    


    [Remainder
of page intentionally left blank]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If the
foregoing correctly sets forth the understanding between Honest Best and the
Company, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between
us.

    


    
      
        
          	
                  Very
      truly yours,

                
	 
      	 
      
	 
      	
                  AUTOCHINA
      INTERNATIONAL LIMITED

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                   /s/ Yong Hui
      Li

                
	 
      	
                   

                	
                        
                    Name:
      Yong Hui Li

                  

                
	 
      	
                   

                	
                        
                    Title:  
      Chairman and Chief Executive
  Officer

                  

                


        

      

    

    


    Accepted
on the date first above written.

    


    HONEST
BEST INT’L LTD

    


    
      
        	
                By:

              	
                 /s/ Yan Wang

              
	 
      	
                Name:
      Yan Wang

              
	 
      	
                Title:   Authorized
      Signatory