Financial Consulting Engagement Letter Etech International, Inc.
Exhibit
10.17
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Financial
Consulting Engagement
Letter
Etech
International, Inc.
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Etech
International, Inc.
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2007
Dear Xx.
Xxx Xxxx,
We herein
confirm our agreement with you as follows:
1. Harbin
1Vlege Union Beauty 1Vlanagement Ltd. and its affiliated companies (all
hereinafter collectively referred to as “you” or the “Company”) hereby engage
Etech International, Inc. (hereinafter referred to as “we” or the “EII”) as
Company’s exclusive financial consultant to accomplish the reverse take-over
transaction (the “RTO”) for the Company with a publicly listed U.S. entity (the
“Shell”) for a period of fifteen (15) months from 7th day of February, 2007, and
which exclusive period may be extended for a further period by mutual written
consent of the Company and EII.
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2.
EII accepts the engagement described in the preceding paragraph and agrees
to assist Company with:
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a) Identifying
and contacting potential Shells;
b) Structuring
the RTO and the terms of the RTO with Shell;
c) Negotiating
and closing the RTO;
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3.
The terms and conditions set forth herein shall be and remain in effect
for a period of fifteen (15) months, being the exclusive period, from the
date that the contract signed (the “Signing Date”) by
Company and is terminable by either party, with or without cause, upon
sixty (60) days written notice to the other; provided, however, that the
provisions of paragraphs 7 through 13 and 15 shall survive for twelve (12)
months following the termination hereof, whether by expiration of the term
provided for herein, or by action of Company or EII or
otherwise.
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4.
Within ten (10) days following the Signing Date, Company shall deliver to
EII the names of all parties with whom or with which Company has had,
prior to the dates hereof, contacted concerning an acquisition,
divestitures, financing arrangements or other transactions (of any of the
types contemplated hereby) involving
Company.
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5.
Within sixty (60) days following the termination (for whatever reason) of
the agreement set forth herein, EII will deliver to Company a listing of
all Shells (the “Prospect
List”) that EII had contacted and signed NDA in regards to the
RTO.
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6.
Company will promptly and at its own expense, furnish to EII all
information concerning Company which EII reasonably considers necessary or
appropriate in connection with its rendering of the services described
herein; Company will, promptly and at its own expense, provide EII with
access to its directors, officers, employees, counsel, accountants and
other advisors or consultants, as well as access to its facilities, and
authorize the foregoing persons to cooperate fully with EII in connection
with its rendering of the services described by this engagement
letter.
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Initials
(Company) _____________
Initials
(E.S.I.) _______________
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7.
Company represents and warrants to EII that all information concerning
Company which is furnished by it to EII pursuant to or in connection with
the agreement set forth herein (including without limitation information
provided pursuant to the preceding paragraph by Company or the persons
described therein) shall be true and accurate in all material respects and
not contain any untrue or inaccurate statement of a material fact, or omit
to state a material fact necessary in order to make such the statements
comprising such information, in light of the circumstances under which
they are made, not misleading; Company understands and acknowledges that
EII will rely upon and utilize the information supplied to it by Company
and the persons described in the preceding paragraph, as well as any other
publicly available information concerning Company, without any independent
verification or investigation of such
information.
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8.
Neither this letter, the terms and conditions set forth herein nor said
advices (verbal or written) provided to Company by EII pursuant herein
shall be made available to third parties, by public disclosures thereof or
otherwise, without the prior written consent of EII, nor may EII be
otherwise referred to publicly by Company or any of the persons described
in paragraph six (6), above, without its prior written
consent.
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9.
In consideration of the services to be provided by EII under the agreement
set forth herein, Company agrees to pay EII as
follows:
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(a)
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Company
agrees to retain ESI in connection with due diligence a non-refundable
cash fee of USD 20,000 and such retainer fee shall be delivered to EII
concurrently with the execution of this agreement (the “Due Diligence
Fee”).
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(b)
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Concurrently
with the consummation of the RTO, Company shall issue EII shares of
Company equals to two percent (2%) of total number of shares outstanding
that represents the final capital structure of Company after the RTO and a
fund raise.
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(c)
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If,
at any time within twelve (12) months following the termination or
expiration of the agreement set forth herein, Company announces or enters
into an agreement or letter of intent with respect to a RTO which involves
a party or parties included on the Prospect List described in paragraph 5
above, and such RTO is thereafter consummated, Company shall issue EII
shares of Company equals to two percent (2%) of total number of shares
outstanding that represents the final capital structure of Company after
the RTO and a fund raise.
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10.
Company agrees to hire and pay for the necessary third parties (such as
accounting firms, law firms, etc.) to provide necessary documentations
that requested by Shell prior to the consummation of the
XXX.
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00.
Xxxxxx the term of exclusivity, Company agrees not to use any other
investment banking firms expect EII to accomplish the RTO. Company also
warrants to EII that no other broker, dealer, finder representative or
other person or entity has an
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Initials
(Company) _____________
Initials
(E.S.I.) _______________
interest
in any compensation payable to EII in accordance with the terms of the agreement
set forth herein.
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12.
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Upon
the consummation of the RTO, EII may, in its sole discretion and from time
to time, place notices and/or advertisements in financial and other
publications, at its own expense, describing its services to Company in
connection with such transaction.
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13.
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The
terms of (i) the agreement set forth herein and (ii) the indemnity
agreement referred to in paragraph 9, above, shall insure to the benefit
of and be binding upon Company, EII and their respective successors and
assigns; nothing expressed or mentioned herein is intended or shall be
construed to give any person or corporation, other than Company, EII and
their respective successors and assigns and the controlling persons (if
any), officers, directors, employees, agents and counsel referred to
herein and in such indemnification agreement, any legal or equitable
right, remedy or claim under or in respect the agreement set forth herein
or such indemnification agreement or any provision hereof or
thereof.
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14.
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All
notices or communications relating to the agreement set forth herein shall
be in writing. If sent to Company, such notices and communications shall
be mailed, delivered or telegraphed and confirmed to Company at the
following address:
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________________________
________________________
________________________
If sent
to EII, such notices and communications shall be mailed, delivered or
telegraphed and confirmed to EII at the following address:
Etech
International, Inc.
000 X.
Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx,
XX 00000 U.S.A.
EII may
change its address for receiving notices by giving written notice to Company;
Company may change its address for receiving notices by giving written notice to
EII.
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15.
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This
agreement including its Appendixes may NOT be modified, altered or amended
except by mutual agreement in writing signed by Company and EII; such
agreement shall be governed by and construed under the law of the State of
California.
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Please
confirm that the foregoing correctly sets forth our understanding by signing the
enclosed duplicate of this letter where indicated below and returning it to us,
whereupon this letter shall constitute a binding agreement between
us.
Very
truly yours,
Etech Securities
Inc.
Initials
(Company) _____________
Initials
(E.S.I.) _______________
by _________________________________
N. Xxx
Xxxxx Date
Managing
Director on behalf of Chairman & CEO, Xxxxx Xxxx Hong
Harbin
Mege Union Beauty Management Ltd.
Accepted
by /s/ Xxxx Xxx
Tong,
Liu
Date
Chairman
& CEO
Initials
(Company) _____________
Initials
(E.S.I.) _______________
