0001275287-06-004652 Sample Contracts

Shares of Common Stock SORL AUTO PARTS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 31st, 2006 • SORL Auto Parts Inc • Retail-hobby, toy & game shops • New York

SORL Auto Parts, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), confirms its agreement, subject to the terms and conditions set forth herein, with each of the underwriters listed on Exhibit A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC and Chardan Capital Markets, LLC are acting as representatives (in such capacity, individually and collectively, the “Representatives”), to sell and issue to the Underwriters an aggregate of _________ shares (the “Firm Shares”) of its common stock, par value $0.002 per share (the “Common Stock”). The Shares are more fully described in the Registration Statement and Prospectus referred to below. The offering and sale of the Shares contemplated by this underwriting agreement (this “Agreement”) is referred to herein as the “Offering.”

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EMPLOYMENT AGREEMENT
Employment Agreement • August 31st, 2006 • SORL Auto Parts Inc • Retail-hobby, toy & game shops • Delaware

This Employment Agreement (the “Agreement”) is made, entered into by and between SORL Auto Parts, Inc., a Delaware corporation (the “Company”), and Zong Yun Zhou (the “Executive”), effective as of May 1, 2006 (the “Effective Date”).

Contract
SORL Auto Parts Inc • August 31st, 2006 • Retail-hobby, toy & game shops • New York

THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

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