Exhibit
      10.1

     

    Share
      Purchase Agreement

     

    BETWEEN:
      Hong
      Kong Friend Branches Limited. , a corporation duly formed under the laws of
      Hong
      Kong with its legal address at 21/F,New World Tower,118 Queens RD Central HK,
      herein represented by Mr. Xiang Liu, its authorized representative (hereinafter
      referred to as the “Seller”);

    


    AND:
      Wonder
      Auto Limited, a corporation duly formed under the laws of the British Virgin
      Islands with its legal address at P.O. Box 957,Offshore Incorporations Centre,
      Road Town, Tortola, British Virgin Islands, herein represented by Mr. Qingjie
      Zhao, its authorized representative and board chairman (hereinafter referred
      herein to as the “Purchaser”,
      and
      together with the Seller, the “Parties”);

    


    WHEREAS,
      the Seller is the 40.816% shareholder of Jinzhou Wanyou Mechanical Parts Co.,
      Ltd. (“Wanyou”)
      which
      is in the business of manufacturing, marketing and distributing shafts of
      alternators and starter, shafts of auto shock absorbers and related products
      within the PRC;

    


    WHEREAS,
      the Seller, the Purchaser and Jinzhou Wonder Auto Suspension System Co., Ltd.
      have executed the Articles of Association and other agreements necessary to
      give
      effect to Wanyou’s business objectives and business scope and other ancillary
      documents contemplated thereunder. All such documents are hereinafter
      collectively referred to as the “Wanyou
      Documents”;

    


    WHEREAS,
      Wanyou has received all approvals necessary for its establishment and operation
      from the relevant governmental authorities of the PRC, including its business
      license;

    


    WHEREAS,
      pursuant to Section 14 of the Wanyou Articles of Association, the board of
      directors (the “Board”)
      of
      Wanyou is the highest authority of Wanyou and has the authority and
      responsibility to determines all important issues regarding Wanyou;

    


    WHEREAS,
      on April 2, 2007, the Board has unanimously adopted board resolutions which
      authorizes and approves the amendment of the Wanyou Documents and the sale
      by
      the Seller and the purchase by the Purchaser of 40.816% of the shares of Wanyou
      held by the Seller and any other interest held by the Seller in Wanyou
      (collectively, the “Seller
      Interest”),
      and
      the Board has authorized Wanyou to take all actions and to execute all documents
      as may be necessary and proper to give effect to such resolutions;

    


    NOW,
      THEREFORE, the Parties, pursuant to the principle of equality and mutual benefit
      and through friendly consultations at Jinzhou city, Liaoning Province of PRC,
      hereby enter into this Agreement on the 2nd
      date of
      April, 2007 and reach the agreements as follows (the “Execution
      Date”):

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Article
      1 Transfer of the Seller Interest to the Purchaser

    


    	1.1  	
            In
              accordance with this Agreement, the Seller hereby agrees to sell to
              the
              Purchaser and the Purchaser hereby agrees to purchase from the Seller
              the
              Seller Interest (the “Share
              Transfer”).

          


    


    	1.2  	
            For
              the purpose of clarification and without limiting the generality of
              the
              foregoing, the Purchaser hereby agrees to resume all of the obligations
              relating to the Seller Interest under the Joint Venture
              Documents.

          


    


    Article
      2 Purchase Price and Other Payments

    


    2.1
      The
      Seller hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees
      to purchase from the Seller the Seller Interest, in exchange for a total cash
      consideration of Eight Million Four Hundred and Twenty Thousand U.S. Dollars
      (US$8,420,000) (the “Purchase
      Price”).

    


    2.2
      Within three (3) months after the Execution Date, the Purchaser shall pay the
      first payment in the amount of US$2,800,000 in cash to the Seller’s designated
      bank account. Fifty percent (50%) of the Purchase Price (USD$4,210,000) shall
      be
      paid within the year of 2007 (for the sole purpose of clarification, such 50%
      shall include the US$2,800,000 paid within 3 months after the Execution Date).
      The remaining US$4,210,000 shall be paid to the Seller’s designated bank account
      upon Wanyou’s fulfillment of a net profit of RMB23,000,000 within twelve (12)
      months after the signing of the Agreement (from April 2, 2007 to April 1, 2008).
      In case that such targeted net profit is not fulfilled, the Seller hereby agrees
      that the last installment of the payment shall be reduced
      proportionally.

    


    2.3
      The
      Seller hereby agrees that upon the signing of this agreement, the Purchaser
      shall immediately be deemed as the legal owner of the Seller Interest and
      involved immediately in the running of Wanyou’s business.

    


    2.4
      Within fifteen (15) business days after the Seller received the first payment
      from the Purchaser:

    


    (a)
      the
      Purchaser and the Seller shall prepare, execute and file with the relevant
      governmental authorities of the PRC all documents necessary or required for
      the
      governmental approval and registration of the Share Transfer hereunder;
      and

    


    (b)
      the
      Seller shall provide the Purchaser with all necessary documents and assistances
      in order to realize the Purchaser’s immediate involvement in Wanyou’s business
      operation upon the signing of this Agreement.

    


    2.5
      the
      Seller shall not retain any of the Seller Interest including its original power
      and interest in Wanyou upon the signing of this Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Article
      3 Disposition of the Distributable Profit Accrued Before the Effective Date
      of
      this Agreement

    


    After
      the
      Execution
      Date, the total distributable profit of Wanyou in fiscal year 2006 (the
“Profit”)
      shall
      be disposed of as follows:

    


    3.1
      The
      Profit shall be distributed to all persons that are Wanyou shareholders
      immediately after the signing of this Agreement.

     

    Article
      4 Wanyou’s
      Liabilities

    


    4.1
      After
      the Effective Date,
      the
      Seller shall no longer be responsible for any liabilities arising from, related
      to or in connection with Wanyou whether arising before, on or after the
      consummation of the transactions contemplated by this Agreement. In case this
      Agreement is not effected, the Seller shall bear the relevant liabilities of
      Wanyou.

    


    4.2
      The
      Sellers and the Buyers shall be liable for their own tax liabilities arising
      from, related to or in connection with the Share Transfer contemplated by this
      Agreement within PRC or pursuant to the laws or regulations of the
      PRC.

    


    Article
      5 Board of Wanyou

    


    5.1
      Upon
      the
      signing of this Agreement, the directors designated by the Seller shall resign
      from the Board immediately and such resignation shall become effective
      automatically. The directors designated by the Purchaser shall be appointed
      and
      such appointment shall become effective immediately.

    


    Article
      6 Confirmation of fairness of the transaction

    


    6.1
      The
      Parties hereby confirm that the Purchase Price
      is
      arm’s-length price and represents fair market value of the Seller
      Interest.

    


    Article
      7 Parties’ Responsibilities

    


    7.1
      From
      the Execution Date, the Parties shall take appropriate commercial measures
      to
      minimize any adverse consequences of the Share Transfer on the employees and
      the
      customers of Wanyou.
      The Parties shall properly exercise their rights as shareholders of Wanyou
      in
      light of their pre-existing ownership, and each Party represents and warrants
      that its designated directors shall comply with the terms of this
      Agreement.

    


    7.2
      The
      Seller covenants that it will carry out no competitive businesses with Wanyou
      from the Execution Date.

    


    7.3
      The
      Purchaser hereby covenants and agrees the following:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    7.3.1
      It
      shall be fully responsible for, observe and perform all of the obligations
      relating to, in connection with the Seller Interest under the Wanyou Documents
      and it will take all actions that are necessary or required to give full force
      and effect to this Agreement.

    


    7.3.2
      It
      will carry on and conduct Wanyou’s business in a proper and efficient manner so
      as to preserve and protect its properties, assets, business operations, incomes,
      rents and profit, and keep the major senior management, other than directors
      of
      Wanyou, remain unchanged during years 2007 and 2008.

    


    Article
      8 Amendment

    


    8.1
      This
      Agreement can be amended only by written agreement between the
      Parties.

    


    Article
      9 Termination

    


    9.1
      This
      Agreement may
      be
      terminated by written agreement between the Parties.

    


    9.2
      If
      one Party commits a breach or delays performance of any of its obligation under
      this Agreement and fails to remedy such breach or performance delay within
      thirty (30) business days upon receiving a written notice of such breach or
      delay from the non-breaching or non-delaying Party, the non-breaching or
      non-delaying Party may terminate this Agreement.

    


    9.3
      If
      one Party causes this Agreement impossible to perform, the other Party may
      terminate this Agreement.

    


    Article
      10 Remedies

    


    10.1
      If
      one Party commits a beach or does not perform its duties or obligations under
      this Agreement for any reasons,
      such
      breaching or non-performing Party shall be responsible for the breach or
      non-performance of its duties or obligations and shall compensate all losses
      suffered by the non-breaching Party as a result thereof.

    


    10.2
      In
      the event the Purchaser fails to perform its obligations set forth in Section
      2.2 of this Agreement and such non-performance lasts up to fifteen (15) calendar
      days, the Seller may unilaterally terminate the Agreement. If this Agreement
      is
      so terminated by the Seller, the Purchaser shall pay to the Seller a liquidated
      damage in an amount equal to ten percent (10%) of the Purchase
      Price.

    


    Article
      11 Force Majeure

    


    11.1
      If
      performance of this Agreement in whole or in part is prevented, restricted
      or
      interfered with by reason of an earthquake, storm, flood, fire, war, strike
      or
      any other cause beyond the reasonable control of the Parties (each a
“Force
      Majeure condition”),
      then
      the affected Party shall provide the other Party with a valid evidentiary
      document setting forth in detail the Force Majeure Condition within fifteen
      (15)
      days, its expected duration and the consequences thereof. The Parties shall
      thereafter consult with each other so as to avoid or minimize any adverse effect
      of any Force Majeure Condition on this Agreement or the transactions
      contemplated hereunder. However, if a Force Majeure condition lasts for more
      than three (3) months, the Parties shall try their best to avoid or reduce
      damages cause by negotiation. If the Parties cannot agree on a mutually
      satisfying solution within three (3) months of such negotiation, either Party
      may terminate this Agreement by giving the other Party a thirty (30) days
      written notice of such termination.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Article
      12 Dispute Resolution

    


    12.1
      All
      disputes between the Parties arising out of or in connection with this Agreement
      shall be settled between the Parties through
      friendly negotiation. If an agreement cannot be reached between the Parties
      within thirty (30) days upon the receipt of the written notice by the disputing
      Party, either Party may submit the dispute to arbitration to the International
      Chamber of Commerce in Stockholm, Sweden for final resolution in accordance
      with
      its arbitration rules. The judgment of the arbitration panel shall be final
      and
      binding upon the Parties and both Parties hereby agree to abide by such judgment
      of the arbitration panel. The arbitration fees shall be borne by the losing
      Party.

    


    Article
      13 Waiver

    


    13.1
      Any
      act of non-performance or delay on the performance of any rights, damages for
      breach, termination and any other rights under this Agreement shall not be
      deemed an act of waiver. The exclusive or partial performance of any rights,
      damages for breach, termination and any other rights under this Agreement shall
      not affect the performance of these and other rights.

    


    Article
      14 Disclosure

    


    14.1
      The
      terms of this Agreement and any information disclosed to the non-disclosing
      Party by the disclosing Party in the course of executing this Agreement shall
      be
      deemed confidential, and each Party will refrain from disclosing the other
      Party’s confidential information to any third party without the approval of the
      non-disclosing Party unless required by any governmental authority or
      administrative agency.

    


    Article
      15 Miscellaneous

    


    15.1
      This
      Agreement is written and executed in Chinese and English, and the two versions
      written in Chinese and in English with equal legal effect. In the event of
      any
      conflicts between the two versions of this Agreement and can not be settled
      by
      mutual discussion, either Party may submit the dispute to arbitration to the
      International Chamber of Commerce in Stockholm, Sweden for final resolution
      in
      accordance with its arbitration rules. The judgment of the arbitration panel
      shall be final and binding upon the Parties and both Parties agree to abide
      by
      such judgment of the arbitration panel. The arbitration fees shall be borne
      by
      the losing Party.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    15.2
      This
      Agreement contains the entire agreement between the Parties with respect to
      the
      transactions contemplated herein and supersedes all prior negotiations,
      agreements and understandings.

    


    15.3
      In
      case any one or more of the provisions of this Agreement is held invalid,
      illegal or unenforceable in whole or in part, the validity, legality and
      enforceability of the remaining provisions or the remaining applications shall
      not be affected or impaired.

    


    15.4
      The
      preamble forms an integral part of the present Agreement.

    


    15.5Any
      notices, requests, and communications required or provided for under this
      Agreement shall be in writing and shall be delivered via mail, facsimile or
      express mail.

    


    15.6
      This
      Agreement shall be executed in seven (7) copies. The Seller and the Purchaser
      shall each keep two (2) copies, and Wanyou shall keep one (1) copy. The
      Purchaser shall keep the remaining two (2) copies for purposes of the Share
      Transfer and any required governmental filings therefore.

    


    


    Seller:
      Hong
      Kong Friend Branches Limited

    


    Representative’s
      Signature: /s/
      Xiang Liu

    


    


    Purchaser:
      Wonder
      Auto Limited

    


    Representative’s
      Signature: /s/
      Qingjie Zhao