Brook Industries Corp Sample Contracts

Oriental Automotive Parts Development China Co Ltd – PROPERTY LEASING AGREEMENT (April 26th, 2004)

EXHIBIT 10.4 A Translation from Chinese Language PROPERTY LEASING AGREEMENT Tenant: Shanghai Donghuan Auto Parts Co., Ltd. ("Party A") Lessor: Oriental Automotive Parts Development (China) Co., Ltd. ('Party B") Party B owns the first floor of the commercial building located on 1926 Cao An Road, (the "Property"). Party A is a company engaged in the business of sales of auto parts. By their amity, Party A and Party B reaches an agreement as follows: 1. Party B agrees to lease the Property to Party A. The total area of the Property is 1,455.99 square meters. 2. The Property shall be used only for sales auto parts and other related businesses. 3. Lease term shall be 3 years, from February 20, 2003 to February 19, 2006. 4. Rent and Security Deposit: Rent shall be RMB 7.00 per square meter per day. The total amount of annual rent shall be RMB 3,720,054.45 for the first year of the lease, and thereafter, 2% of annual increase. Security deposit shall be R

Oriental Automotive Parts Development China Co Ltd – EMPLOYMENT AGREEMENT (April 26th, 2004)

EXHIBIT 10.2 A Translation from Chinese language EMPLOYMENT AGREEMENT Party A: Oriental Automotive Parts Development (China) Co., Ltd. Party B: Hongwei Zhang In accordance with the national laws and rules and regulations of City of Shanghai, both parties voluntarily enter into the following employment agreement: 1. Term (1) The term of this employment agreement shall be start on January 28, and shall expire on December 31, 2005. (2) This Agreement may be renewed if agreed by both parties. The renew notice shall be delivered to the other party one month prior to the expiration date of this Agreement. (3) The renewal of this Agreement shall be in accordance with the provisions of Labor Law of the People's Republic of China. 2. Position (1) The position shall be Chief Executive Officer and President of Party A. (2) Under certain circumstances, Party A has the right to amend the responsibilities of Party B if required by busines

Oriental Automotive Parts Development China Co Ltd – PROPERTY LEASING AGREEMENT (April 26th, 2004)

EXHIBIT 10.5 A Translation from Chinese Language PROPERTY LEASING AGREEMENT Tenant: Shanghai Yiyuan Logistics Co., Ltd. ("Party A") Lessor: Oriental Automotive Parts Development (China) Co., Ltd. ('Party B") Party B owns the second and the third floor of the commercial building located on 1926 Cao An Road, (the "Property"). Party A is a company engaged in the business of providing logistics support services to auto parts related businesses. By their amity, Party A and Party B reaches an agreement as follows: 1. Party B agrees to lease the Property to Party A. The total area of the Property is 3,936.6 square meters. 2. The Property shall be used only for auto parts related businesses. 3. Lease term shall be 3 years, from February 20, 2003 to February 19, 2006. 4. Rent and Security Deposit: Rent shall be RMB 3.00 per square meter per day. The total amount of annual rent shall be RMB 4,310,577.00 for the first year of the Lease, and thereafter, 2%

Oriental Automotive Parts Development China Co Ltd – EMPLOYMENT AGREEMENT (April 26th, 2004)

EXHIBIT 10.3 A Translation from Chinese language EMPLOYMENT AGREEMENT Party A: Oriental Automotive Parts Development (China) Co., Ltd. Party B: Yizhong Wu In accordance with the national laws and rules and regulations of City of Shanghai, both parties voluntarily enter into the following employment agreement: 1. Term (1) The term of this employment agreement shall be start on January 28, and shall expire on December 31, 2005. (2) This Agreement may be renewed if agreed by both parties. The renew notice shall be delivered to the other party one month prior to the expiration date of this Agreement. (3) The renewal of this Agreement shall be in accordance with the provisions of Labor Law of the People's Republic of China. 2. Position (1) The position shall be Vice President and Chief Financial Officer of Party A. (2) Under certain circumstances, Party A has the right to amend the responsibilities of Party B if required

Oriental Automotive Parts Development China Co Ltd – PROPERTY LEASING AGREEMENT (April 26th, 2004)

EXHIBIT 10.6 A Translation from Chinese Language PROPERTY LEASING AGREEMENT Leasee: Shanghai Yiyang Automobile Consulting Services Co., Ltd. ("Party A") Leaser: Oriental Automotive Parts Development (China) Co., Ltd. ("Party B") Party B owns the exterior wall spaces of the first through third floors of a commercial building located at 1926 Cao An Road (the "Property"). Party A is a consulting and advertising corporation specializing in automobile and auto parts industries, and Party A desires to lease the Property from Party B for advertising purposes. Therefore, Parties have reached the following agreement: 1. Party B shall provide exterior advertising space up to 12 units, including 10 units (20 square meter a unit) on main side, 2 units on each eastern side and western side (70 square meter a unit). 2. Party A shall be responsible for its own advertising operations on the Property. 3. The Party A's advertising activities on the Property shall be l

Brook Industries Corp – STOCK PURCHASE AGREEMENT (April 21st, 2003)

EXHIBIT 2.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of April 8, 2003 by and among BROOK INDUSTRIES CORP., a Delaware corporation ("Brook"), and the stockholders of SHANGHAI ORIENTAL AUTOMOTIVE PARTS DEVELOPMENT CO., LIMITED, a Chinese corporation ("Shanghai Oriental"), listed on the list of selling stockholders ("List of Selling Stockholders") attached as Exhibit "A" hereto and who have executed this Agreement ("Selling Stockholders"). R E C I T A L S A. Brook has authorized capital stock consisting of 80,000,000 shares of common stock ("Common Stock"), $.0001 par value, and 10,000,000 shares of preferred stock ("Preferred Stock"), $.0001 par value, of which 5,000,000 shares of Common Stock and no shares of Preferred Stock are issued and outstanding. B. The Selling Shareholders are the sole stockholders of Shanghai Oriental, and the Selling Stock

Brook Industries Corp – CERTIFICATE OF INCORPORATION (April 21st, 2003)

EXHIBIT 3.2 State of Delaware Secretary of State Division of Corporations Delivered 02:28 PM 04/15/2003 Filed 02:28 PM 04/15/2003 SEV 030247779 - 3564240 FILE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION FIRST: That at a meeting of the Board of Directors of BROOK INDUSTRIES CORPORATION resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said for considerations thereof, The resolution setting forth the proposed amendment is as follows: RESOLVED, that th