EXHIBIT
      10.2

     

    LICENSE
      AGREEMENT

     

    THIS
      AGREEMENT is entered into as of this 9th day of April, 2007 by and among Shelton
      Technology, LLC, a Michigan limited liability company, Shaotang Chen and
      Xiaogang Luo (collectively, "LICENSOR") and Advanced Automation Group, LLC,
      a
      Delaware limited liability company ("LICENSEE").

     

    WITNESSETH:

     

    WHEREAS,
      LICENSOR is the owner of the intellectual property and technology identified
      more fully in Schedule A attached hereto (the "Licensed Property");
      and

     

    WHEREAS,
      LICENSOR has the power and authority to grant to LICENSEE the exclusive,
      worldwide (the “Licensed Territory”), right, privilege and license to use the
      Licensed Property in Licensee’s business, including, without limitation, for the
      purpose of developing, manufacturing and selling products which incorporate
      or
      are otherwise based on the Licensed Property (the "Licensed Products”);
      and

     

    WHEREAS,
      LICENSEE desires to obtain from LICENSOR the exclusive worldwide right,
      privilege and license to use the Licensed Property in Licensee’s business,
      including, without limitation, for the purpose of developing, manufacturing
      and
      selling products which incorporate or are otherwise based on the Licensed
      Property.

     

    NOW,
      THEREFORE, in consideration of the promises and agreements set forth herein,
      the
      parties, each intending to be legally bound hereby, do promise and agree as
      follows:

     

    LICENSE

     

    1. LICENSOR
      hereby grants to LICENSEE for the period beginning on the date hereof and ending
      on August 31, 2008 (the “Term”), an exclusive, worldwide royalty free right and
      license to use the Licensed Property in Licensee’s business, including, without
      limitation, for the purpose of developing, manufacturing, commercializing,
      promoting, advertising and selling products which incorporate or are otherwise
      based on the Licensed Property. The license includes, but is not limited to,
      a
      license under any and all patents and copyrights and any applications therefore
      which have been filed or may be filed in the future with respect to the Licensed
      Property.

     

    2. Subject
      to Section 21 hereof, all rights and title to and interest in any improvement
      or
      enhancement developed or discovered by LICENSEE in connection with the license
      granted under Section 1 above or LICENSEE’S activities hereunder shall be vested
      solely in LICENSOR and shall be deemed to be Licensed Property.

     

    3. The
      foregoing license shall be deemed to be, for purposes of Section 365(n) of
      the
      United States Bankruptcy Code and any foreign equivalent thereof, a license
      of
      rights to “intellectual property” as defined therein. LICENSEE, as licensee of
      such rights, shall have the rights and elections with respect thereto as
      specified in the United States Bankruptcy Code and any foreign equivalent
      thereof. This Agreement shall be deemed to be an “agreement supplemental to” the
      license for purposes of Section 365(n) and any foreign equivalent thereof.
      If a
      bankruptcy proceeding is commenced by or against LICENSOR (or any party
      comprising LICENSOR) and LICENSOR (or a trustee or other party acting on its
      behalf) thereafter rejects this Agreement or fails to perform all of its
      obligations hereunder, then LICENSEE shall be entitled to receive, promptly
      upon
      request therefor, a complete duplicate of (or full access to) any such
      intellectual property and all embodiments thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AUDIT

     

    4. LICENSOR
      shall have the right, upon at least five (5) days written notice and no more
      than once per calendar year, to inspect LICENSEE's books and records and all
      other documents and material in the possession of or under the control of
      LICENSEE with respect to the subject matter of this Agreement at the place
      or
      places where such records are normally retained by LICENSEE. LICENSOR shall
      have
      free and full access thereto for such purposes and shall be permitted to be
      able
      to make copies thereof and extracts therefrom.

     

    5. All
      books
      and records relative to LICENSEE's obligations hereunder shall be maintained
      and
      kept accessible and available to LICENSOR for inspection for at least three
      (3)
      years after expiration or termination of this Agreement.

     

    6. In
      the
      event that an investigation of LICENSEE's books and records is made, certain
      confidential and proprietary business information of LICENSEE may necessarily
      be
      made available to the person or persons conducting such investigation. It is
      agreed that such confidential and proprietary business information shall be
      retrained in confidence by LICENSOR and shall not be used by LICENSOR or
      disclosed to any third party, or without the prior express written permission
      of
      LICENSEE unless required by law. It is understood and agreed, however, that
      such
      information may be used in any proceeding based on LICENSEE's breach of any
      of
      its obligations under this Agreement. 

     

    WARRANTIES
      & OBLIGATIONS

     

    7. LICENSOR
      hereby represents that except for the purchase option set forth in Section
      4 of
      the Master Agreement (as defined in Section 43 of this Agreement), it is has
      good and valid title to the Licensed Property, free and clear of all Liens
      (as
      hereinafter defined) and there is no claim, litigation, or other proceeding
      pending or threatened, which could impair, limit, diminish or otherwise impact
      upon LICENSOR’S right in the Licensed Property or its ability to execute and
      deliver and perform its obligations hereunder or under this Agreement. For
      purposes of this Agreement, the term “Liens” shall mean any lien, encumbrance,
      pledge, option, security interest, right of first refusal, mortgage, charge,
      of
      any kind (including any conditional sale agreement) or any subordination
      arrangement in favor of another person.

     

    8. 
      LICENSOR
      further represents and warrants that it has the right and power to grant the
      licenses granted herein and that there are no other agreements with any other
      party in conflict herewith.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    9. LICENSOR
      further represents and warrants that (i) none of the Licensed Property infringes
      any right of any third party (ii) no person is infringing on the rights of
      LICENSOR in and to any of the Licensed Property and (iii) none of the Licensed
      Property is in the public domain..

     

    10. LICENSEE
      agrees that it shall be solely responsible for the manufacture, production,
      sale
      and distribution of any Licensed Products and will bear all related costs
      associated therewith.

     

    NOTICES,
      QUALITY CONTROL & SAMPLES

     

    11. The
      licenses granted hereunder are conditioned upon LICENSEE's full and complete
      compliance with the marking provisions of any applicable trademark, patent
      and
      copyright laws of the United States and other countries in the Licensed
      Territory.

     

    12. The
      Licensed Products, as well as all promotional, packaging and advertising
      material relative thereto, shall include all appropriate legal notices are
      required by LICENSEE.

     

    13. The
      Licensed Products, shall be of a high quality which is at least equal to
      comparable products manufactured and marketed by LICENSEE and in conformity
      with
      a standard sample approved by LICENSOR. 

     

    14. If
      the
      quality of a class of the Licensed Products falls below such a production-run
      quality, as previously approved by LICENSOR, LICENSEE shall use its reasonable
      best efforts to restore such quality.

     

    15. Prior
      to
      the commencement of manufacture and sale of the Licensed Products, LICENSEE
      shall submit to LICENSOR, at no cost to LICENSOR and for approval as to quality,
      samples of all Licensed Products which LICENSEE intends to manufacture and
      sell
      and one (1) complete set of all promotional and advertising material associated
      therewith. Such approval by LICENSOR shall not be unreasonably withheld. Failure
      of LICENSOR to approve such samples within ten (10) working days after receipt
      hereof will be deemed approval. If LICENSOR should disapprove any sample, it
      shall provide specific reasons for such disapproval. Once such samples have
      been
      approved by LICENSOR, LICENSEE shall not materially depart therefrom without
      LICENSOR's prior express written consent, which shall be unreasonably
      withheld.

     

    16. The
      LICENSEE agrees to permit LICENSOR or its representative to inspect the
      facilities where the Licensed Products are being manufactured and
      packaged.

     

    NOTICE

     

    17. Any
      notice required to be given pursuant to this Agreement shall be in writing
      and
      delivered personally to the other designated party at the above stated address
      or mailed by certified or registered mail, return receipt requested or delivered
      by a recognized national overnight courier service. 

     

    18. Either
      party may change the address to which notice is to be sent by written notice
      to
      the other in accordance with the provisions of this paragraph.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    PATENTS,
      TRADEMARKS AND COPYRIGHTS

     

    19. LICENSOR
      may seek, in its own name and at its own expense, appropriate patent, trademark
      or copyright protection for the Licensed Property.

     

    20. In
      the
      event that LICENSEE requests that LICENSOR obtain patent or trademark protection
      for a particular item or in a particular country where LICENSOR had not,
      heretofore, obtained such protection, LICENSOR agrees to take reasonable steps
      to obtain such protection, provided, however, that LICENSEE shall be obligated
      to reimburse LICENSOR for the cost of filing, prosecuting and maintaining
      same.

     

    21. It
      is
      understood and agreed that LICENSOR shall retain all right, title and interest
      in the original Licensed Property as well as in any modifications or
      improvements made to the Licensed Property by LICENSEE; provided, however,
      that
      notwithstanding the foregoing or any other provision set forth in this
      Agreement, LICENSEE shall have and shall retain all right, title and interest
      in
      and to each of the inventory of Licensed Products.

     

    22. The
      parties agree to execute any documents reasonably requested by the other party
      to effect any of the above provisions.

     

    23. LICENSEE
      acknowledges LICENSOR's that the Licensed Property is unique and original to
      LICENSOR and that LICENSOR is the owner thereof. Subject to LICENSEE’s rights
      under Section 4 of the Master Agreement to elect to transfer the Licensed
      Property to a newly formed entity in consideration for the issuance to LICENSEE
      or Advanced Electric Motors, Inc of 51% of the equity of such newly formed
      entity and to elect to cause such newly formed entity to purchase the Licensed
      Property from LICENSOR in consideration for the payment of One Dollar ($1.00),
      LICENSEE shall not, at any time during or after the effective Term of the
      Agreement dispute or contest, directly or indirectly, LICENSOR's exclusive
      right
      and title to the Licensed Property or the validity thereof. 

     

    TERMINATION

     

    24. The
      following termination rights are in addition to the termination rights provided
      elsewhere in the Agreement:

     

    25. Immediate
      Right of Termination. LICENSOR shall have the right to immediately terminate
      this Agreement by giving written notice to LICENSEE in the event that LICENSEE
      does any of the following:

     

    A. files
      a
      petition in bankruptcy or is adjudicated a bankrupt or insolvent, or makes
      an
      assignment for the benefit of creditors, or an arrangement pursuant to any
      bankruptcy law, or if the LICENSEE discontinues its business or a receiver
      is
      appointed for the LICENSEE or for the LICENSEE's business and such receiver
      is
      not discharged within thirty (30) days; or

     

    B. breaches
      any of the provisions of this Agreement relating to the unauthorized assertion
      of rights in the Licensed Property; or

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    C. fails,
      after receipt of written notice from LICENSOR, to immediately discontinue the
      distribution or sale of the Licensed Products or the use of any packaging or
      promotional material which does not contain the requisite legal
      legends.

     

    26. Right
      to
      Terminate on Notice. This Agreement may be terminated by either party upon
      thirty (30) days written notice to the other party in the event of a breach
      of a
      material provision of this Agreement by the other party, provided that, during
      the thirty (30) day period, the breaching party fails to cure such breach.
      In
      addition, LICENSEE shall have the right to terminate this Agreement at any
      time
      on sixty (60) days written notice to LICENSOR. 

     

    POST
      TERMINATION RIGHTS

     

    27. Not
      less
      than thirty (30) days prior to the expiration of this Agreement or immediately
      upon termination thereof, LICENSEE shall provide LICENSOR with a complete
      schedule of all inventory of Licensed Products then on-hand (the
      "Inventory");

     

    28. Upon
      expiration or termination of this Agreement, except for reason of a breach
      of
      LICENSEE'S duty to comply with the quality control or legal notice marking
      requirements, LICENSEE shall be entitled to continue to sell such Inventory.
      Such sales shall be made subject to all of the provisions of this Agreement.
      

     

    29. Upon
      the
      expiration or termination of this Agreement, and except as provided in the
      Master Agreement, all of the rights of LICENSEE under this Agreement shall
      forthwith terminate and immediately revert to LICENSOR and LICENSEE shall
      immediately discontinue all use of the Licensed Property, at no cost whatsoever
      to LICENSOR.

     

    30. Upon
      termination of this Agreement for any reasons whatsoever and subject to the
      terms of the Master Agreement, LICENSEE agrees to immediately return to LICENSOR
      all material relating to the Licensed Property including, but not limited to,
      all art work, color separations, prototypes and the like, as well as any market
      studies or other tests or studies conducted by LICENSEE with respect to the
      Licensed Property, at no cost whatsoever to LICENSOR.

     

    GOOD
      WILL

     

    31. LICENSEE
      recognizes the value of the good will associated with the Licensed Property
      and
      acknowledges that the Licensed Property and all rights therein including the
      good will pertaining thereto, belong exclusively to LICENSOR.

     

    INFRINGEMENTS

     

    32. LICENSEE
      shall have the right, in its discretion, to institute and prosecute lawsuits
      against third persons for infringement of their rights licensed in this
      Agreement. If LICENSEE does not institute an infringement suit within ninety
      (90) days after LICENSOR's written request that it do so, LICENSOR may institute
      and prosecute such lawsuit. Any lawsuit shall be prosecuted solely at the cost
      and expense of the party bringing suit and all sums recovered in any such
      lawsuits, whether by judgment, settlement or otherwise, in excess of the amount
      of reasonable attorneys' fees and other out of pocket expenses of such suit,
      shall be divided equally between the parties. Upon request of the party bringing
      the lawsuit, the other party shall execute all papers, testify on all matters,
      and otherwise cooperate in every way necessary and desirable for the prosecution
      of any such lawsuit. The party bringing suit shall reimburse the other party
      for
      the expenses incurred as a result of such cooperation.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    INDEMNITY

     

    33. LICENSEE
      agrees to defend and indemnify LICENSOR, its officers, directors, agents and
      employees, against all costs, expenses and losses (including reasonable
      attorneys' fees and costs) incurred through claims of third parties against
      LICENSOR, based on the manufacture or sale of the Licensed Products including,
      but not limited to, actions founded on product liability; provided, however,
      that LICENSEE shall not be obligated to defend and indemnify LICENSOR against
      any costs, expenses or losses described in Section 32 of this
      Agreement.

     

    34. LICENSOR
      agrees to defend and indemnify LICENSEE, it officers, directors, agents and
      employees, against all costs, expenses and losses (including reasonable
      attorneys' fees and costs) incurred through claims of third parties against
      LICENSEE challenging the authenticity of the originally submitted Licensed
      Property or LICENSOR’S exclusive ownership of the Licensed Property. This
      indemnity does not cover any modifications or changes made to the Licensed
      Property by LICENSEE.

     

    JURISDICTION

     

    35. This
      Agreement shall be governed in accordance with the laws of the State of New
      York..

     

    DISPUTES

     

    36. All
      disputes under this Agreement shall be resolved by the courts of the State
      of
      New York and the parties all consent to the jurisdiction of such courts, agree
      to accept service of process by mail, and hereby waive and jurisdictional or
      venue defenses otherwise available to it.

     

    FORCE
      MAJEURE

     

    37. It
      is
      understood and agreed that in the event that an act of government, or war
      conditions, or fire, flood or labor trouble in the factory of LICENSEE or in
      the
      factory of those manufacturing parts necessary for the manufacture of the
      Licensed Products, prevents the performance by LICENSEE of the provisions of
      this Agreement, then such non performance by LICENSEE shall not be considered
      as
      grounds for breach of this Agreement and such nonperformance shall be excused
      while the conditions herein prevail and for two (2) months
      thereafter.

     

    AGREEMENT
      BINDING ON SUCCESSORS

     

    38. The
      provisions of the Agreement shall be binding upon and shall inure to the benefit
      of the parties hereto, their heirs, administrators, successors and
      assigns.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    NO
      JOINT VENTURE

     

    39. Nothing
      contained herein shall be construed as a joint venture or shall make one party
      the agent of the other party.

     

    ASSIGNABILITY

     

    40. The
      license granted hereunder is personal to LICENSEE and shall not be assigned
      by
      any act of LICENSEE or by operation of law unless in connection with a transfer
      of substantially all of the assets of LICENSEE or with the consent of
      LICENSOR.

     

    WAIVER

     

    41. No
      waiver
      by either party of any default shall be deemed as a waiver of prior or
      subsequent default of the same or other provisions of this
      Agreement.

     

    SEVERABILITY

     

    42. If
      any
      term, clause or provision hereof is held invalid or unenforceable by a court
      of
      competent jurisdiction, such invalidity shall not affect the validity or
      operation of any other term, clause or provision and such invalid term, clause
      or provision shall be deemed to be severed from the Agreement.

     

    INTEGRATION

     

    43. This
      Agreement and the Agreement dated as of April 9, 2007 by and among Shelton
      Technology LLC, Harbin Electric, Inc, Shaotang Chen and Xiaogang Luo (the
“Master Agreement”) constitute the entire understanding of the parties with
      respect to the subject matter hereof, and supersede all prior agreements among
      the parties. In the event of any conflict between the terms of this Agreement
      and the terms of the Master Agreement, the terms of the Master Agreement shall
      control. This Agreement may not be modified or amended except in writing signed
      by the parties hereto. 


    
      
        
        

      

      
        7

        
          

        

      

       

    

     

    IN
      WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
      have
      each caused to be affixed hereto its or his/her hand and seal the day
      indicated.

    
      	 	 	 	 
	
              SHELTON
                TECHNOLOGY, LLC

            	 	 	 
	
               

               

            	 	 	 
	
              By:
                /s/ Julie
                Xie

            	 	 	
            
	
              
                

              

              Name:
                Julie
                Xie 
                Title:
                  Managing
                  Director

                Date:
                  April
                  9, 2007

              

            	 	 	
            


    

     

    
      	 	 	 	 
	
              
                /s/
                  Shaotang Chen

              

            	 	 	
            
	
              

              
                Name:
                  Shaotang Chen

              

            	 	 	
            


    

     

    
      	 	 	 	 
	
              
                
                  /s/
                    Xiaogang Luo

                

              

            	 	 	
            
	
              

              
                
                  Name:
                    Xiaogang Luo

                

              

            	 	 	
            


    

     

    
      	 	 	 	 
	
              
                ADVANCED
                  AUTOMATION GROUP, LLC

              

            	 	 	 
	
               

               

            	 	 	 
	
              
                By:
                  /s/
                  Tianfu Yang

              

            	 	 	
            
	
              
                

              

              
                Name:
                  Tianfu Yang

                Title:
                  Chairman
                  and Chief Executive Officer

                Date:
                  April
                  9, 2007

              

            	 	 	
            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    The
      following shall constitute the Licensed Property:

     

    All
      patents, copyrights, trademarks, processes, formulations, trade secrets, methods
      of analysis, research and development, testing, designs, techniques, data,
      plans, specifications, drawings, know-how, operations experience and procedures,
      special knowledge of Licensor and its employees, sales literature, customer
      manuals, shop manuals, warranties, and other information related to precision
      servo motor controllers for industrial automation, whether patented or
      unpatented, copyrighted or uncopyrighted, trademarked or untrademarked, that
      is
      currently owned, used, or controlled by Licensor or any affiliate of Licensor
      or, during the Term hereof, shall be developed, owned, used, or controlled
      by
      Licensor or any affiliate of Licensor. 

     

    
      
        
        

      

      
        9