EXHIBIT 10.2 Contract of the Joint Venture

Exhibit 10.2

RUILI GROUP RUIAN AUTO PARTS CO., LTD.

Contract of the Joint Venture

Article 1

General Provisions

          1.1          This contract is made and entered into on the basis of equality and mutual benefit, through friendly consultations, by and between RUILI GROUP CO., LTD.  and FAIRFORD HOLDINGS LIMITED, who agree to jointly set up and run a JOINT VENTURE in Wenzhou city, Zhejiang province in China under the Act of Sino-foreign Joint Ventures of the People’s Republic of China, its implementation statutes, the other related laws and regulations made by the People’s Republic of China as well as the stipulations in this contract.

Article 2

The Two Parties of the Contract

          2.1          The parties of this contract are as follows:

                         (1)          RUILI GROUP CO., LTD.  (hereinafter referred as party A), a corporation registered in Wenzhou city, China, with its legal address as: 1169Yumeng Road, the Economy Development Zone, Ruian city

                         (2)          FAIRFORD HOLDINGS LIMITED (hereinafter referred as party B ), a company registered in Hong Kong.  The legal address is: 12 Zhong huan xia que road, Hong Kong Special Administration District

Article 3

Definition

          Otherwise stipulated, the words and phrases used in the contract have the meanings as follows:

          “Related company” refers to any company controlled by any party directly or indirectly, controlled together with any other party by or control any party; the word “control” means possession of stock or registered capital allowing the right to vote by over 50%.

          “Article of Associations” refers to the constitution of joint ventures subscribed by both parties in this contract and authorized by the examining and approving institution.

          “The Board of Directors” shall mean the directorate of the joint ventures.

          “Business License” shall mean the business license of joint ventures issued by the State Administrative department for Industry and Commerce or authorized local Administration department Industry and Commerce.

          “Contract Duration” refers to the contract term stated in Article 19.

          “Effective Date” shall mean the date on which the contract and the article of associations becomes effective, viz.  the date of approval by the examining and approving authorities.

          “Examining and approving Authorities” shall mean the government authorities that are entitled with the right to examine and approve the contract according to the stipulations on the examination of overseas invested projects.

          “Force Majeure” refers to all the contingencies which happened after the subscription of the contract and can not be anticipated at the moment, the occurrence and aftermath of which can not be avoided or conquered, and which hinder the full or partial performance of the contract.  The above mentioned contingencies include earthquake, typhoon, flood, wars, international or domestic conveyance breakdown, act of government or public institutions, epidemic, civil commotions, strike as well as other contingencies generally considered force majeure by the international business conventions.

          “Joint Ventures Company” shall mean the Sino-foreign joint ventures established according to the stipulations in the contract.

          “Joint Ventures Product” shall mean the products made in the ranges stated in the Article5.2

          “Joint Ventures Regulations” refers to The Implementation Regulations of Sino-foreign Joint Ventures Law of People’s Republic of China.

          “Labor Law” refers to The Labor Law of People’s Republic of China as well as relevant laws and regulations of China.

          “Administrative Staff (executives)” refers to the general manager of the joint ventures, as well as other administrative staff who report directly to the general manager.

          “A Party” refers to any party stated in Article2.1 in this contract.

          “The Third Party” refers to any natural man, legal person, other organization or entity other than the two parties of this contract.

          “The Three Funds” refers to the reserve funds, development funds, employee bonus and welfare funds of the joint ventures stipulated in the joint venture regulations.

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Article 4

The Foundation of the Joint Ventures Company

          4.1          Both parties agree to establish a joint venture in Wenzhou city, Zhejiang province, China according to the laws and regulations of China as well as the stipulations in this contract.  Upon the subscription of this contract by both parties, party A shall transact promptly Feasibility Study of the joint venture, the examination procedures of the contract and its constitutions as well as the registration procedures of the joint venture.  Party B shall cooperate with party A and provide the documents and information that are requested.

          4.2          The Chinese name of the joint venture is           11.10     Detailed written minutes shall be recorded in all the Board meetings.  The resolution of the Boarding meeting shall be written in Chinese for the signing of directors who are in approval of the reso