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Credit Facility Agreement

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WONDER AUTO TECHNOLOGY, INC | Jinzhou Halla Electrical Equipment Co, Ltd

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Title: Credit Facility Agreement
Date: 11/1/2007

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Credit Facility Agreement

(This document is an English summary from the original Chinese version)

The Borrower : Jinzhou Halla Electrical Equipment Co., Ltd.

The Lender: Bank of China (Jinzhou Tiebei Branch)

Scope of Business
Subject to the terms of this Credit Facility Agreement (the “Agreement”) and separate agreements to be entered into by the Borrower and Lender (collectively, the “Parties”), Lender hereby agrees to make loans to the Borrower for purposes of RMB short-term loan, foreign currency short-term loan, bank acceptance, and settlement financing business, etc.

Types of Loan and Commitment Amount
The Lender hereby grants to the Borrower the following line of credit of up to RMB 80 million:

RMB Short-Term Loan: RMB 30 million;
Bank’s Acceptance Credit: RMB 15 million;
Factor Credit: RMB 15 million; and
Commercial Invoice Discount: RMB 20 million.
Use of the Line of Credit
Within the term of the Agreement as specified in Section 5, the Borrower may use line of credit in a revolving way up to the amount as provided under Section 2.

In case the Borrower needs to adjust the scope of business as specified in Section 1, it shall apply to the Lender in writing. Upon the application, the Lender may decide whether to adjust the scope.

 Separate Agreements Required: 
The Parties shall enter into a separate agreement (collectively “Separate Agreement”) as follows each time advances are made pursuant to this Agreement:

For RMB Short-Term Loan: RMB Loan Agreement (Short Term);
For Bank’s Acceptance Credit: Bank’s Acceptance Credit Agreement; and

For Settlement Financing Business: (1) Agreements: (i) Domestic Commercial Invoice Discount Agreement; and (ii) Domestic General Factor Agreement; and (2) Applications: (i) Application for Domestic Invoice Discount Amount; (ii) Application for Domestic Commercial Invoice Discount; (iii)Application for Domestic Factor Business; (iv) Application for Change of Domestic Factor Credit Amount; and (v) Application for Domestic Factor Financing.
The Separate Agreements shall become integral part of this Agreement. The rights and obligations of both Parties shall be defined according to the Separate Agreements and this Agreement. In case of any discrepancy between the Separate Agreements and this Agreement, the Separate Agreements shall prevail.
 Term of the Agreement 
The term of this Agreement shall commence from the date as specified under Section 19 and expires on September 24, 2008;
The term of this Agreement shall not be extended automatically. The term of this Agreement may be extended upon a written approval by the Lender of the Borrower’s application for extension and satisfaction of security interest provided by the Borrower. The written agreement on extension shall provide a new term of the loans.

Conditions Precedent on Extending Credit Facility:  
The obligation of the Lender to extend any credit facility under this Agreement is subject to the satisfaction of the following conditions by the Borrower:

Submit an application for the specific type of loan to the Lender before the expiration date of the Agreement under Section 5;
Reserve and execute relevant corporate documents, record, seal, lists of personnel, sample of signature relevant to this Agreement and the Separate Agreements;
Set up accounts necessary for drawing credit facility as required by the Lender;
Complete all necessary legal and administrative procedures and submit to the Lender copies or appropriate photocopies of documents concerned. In case these formalities shall be performed by the Lender according to the stipulations of laws and regulations, the Borrower agrees to provide all necessary assistance;
Satisfy the conditions precedent as specified in the Separate Agreements;
Provide deposit or execute the security agreement required by the Lender; and
Agree to make presentation and warranty under Section 10 of this Agreement.
Other conditions deemed necessary by the Lender.

Obligations of the Lender 
Pursuant to the Agreement and respective Separate Agreements, promptly process applications for loans from the Borrower.

Obligations of the Borrower
Timely payment of all necessary fees pursuant to this Agreement and respective specific Separate Agreements;
Timely provision of reserve in accordance with this Agreement and respective specific Separate Agreements;
Timely payment of all debts, including but not limited to, principals, interests, penalties and relevant fees pursuant to this Agreement and respective specific Separate Agreements; and
Use the loans obtained according to the use specified in this Agreement and respective specific Separate Agreements.
Security Interest
With respect to obligations arising from this Agreement and/or specific Separate Agreements, the Parties hereby agrees to adopt the following ways of guarantee:
The Borrower provides mortgage to secure the fully payment of its obligation under the Agreement and signs the Agreement on Mortgage of the Highest Amount under documentation 2007 Jin Zhong Ying Tie Ya No. 001 ;
If the Lender believes that the occurrence of certain events could adversely affect the capacity of the Borrower or the Mortgagor to perform the Agreement or result in insufficiency of collateral, the Lender shall have the right to request the Borrower to provide additional collaterals to secure the Lender’s interests.
 Representations and Warranties
The Borrower is a duly organized, validly existing enterprise legal person and in good standing under Chinese laws, has duly gone through the industrial and commercial registration formalities, has all necessary power and the performance of this Agreement and respective specific Separate Agreements is within the Borrower’s powers;
Execution and performance of this Agreement and respective specific Separate Agreements are based on the true expression of intention of the Borrower. The Borrower has obtained all lawful and valid corporate authorization in accordance with its articles of

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