English Translation)
(English
Translation)
Exhibit
10.19
Agreement
Party
A:
PKU Technology Co., Ltd.
Party
B:
Talent Global International Company
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1.
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Based
on the engagement agreement signed by PKU Technology Co. , Ltd. (“ PKU”)
and Antaeus Capital Ltd. on October 18, 2007, Antaeus Capital Ltd.
will
provide investment banking service to PKU and assist PKU to go public
via
reverse merger and obtain
financing.
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2.
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Talent
Global International Company (“Talent Global”) agrees to assist Party A in
getting such investment banking service, so Party A can go public
and
obtain the financing via reverse merger.
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3.
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In
order to fulfill the goal for Party A to go public via reverse merger
and
also obtain the financing, Party A needs to employ investment banking
firm
such as Antaeus Capital Ltd., law firm and CPA’s and also needs to pay the
bridge loan, respectively.
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With
mutual and friendly negotiation, Party B agrees to provide the bridge loan
to
pay the service expenses for Party A and then get reimbursement later as
follows:
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I.
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Definition
of the Bridge Loan
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1.
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The
bridge loan includes the cost to employ American lawyers to handle
the
purchase of a public listed shell company and private placement,
auditing,
investment bankers and investors’ costs in doing due diligence for the
case, public relation company’s fee, but excluding (1) Chinese litigation
charge; (2) The cost to employ a brokerage firm by Party A; (3) The
cost
Party A spends on the road show and doing research for the case;
(4) Other
miscellaneous charges responsible by Party
A.
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2.
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It
is estimated that the bridge loan would be around US$300,000.00 (three
hundred thousand US dollars); the exact figure should be based on
the
amount stated on the agreement.
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3.
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Above
brokerage professional such as lawyer and CPA and PR should be recommended
by Party B. And, the employment contract will be signed between Party
A
and each brokerage professional.
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II.
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Within
three days of the Engagement Agreement signed by Party A and Antaeus
Capital Ltd., Party A should pay Party B 50,000 rmb (Fifty thousand
Chinese dollars, or so-called rmb) for the cost of doing initial
due
diligence and auditing.
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III.
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After
the receipt of the above mentioned fund, Party B shall immediately
arrange
the personnel to start the initial due diligence and Party A shall
fully
cooperate and assign specific personnel to assist such a due
diligence.
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IV.
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After
Party B completes the due diligence, Party B should provide a written
letter to indicate if Party B is willing to
proceed.
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1.
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If
the written letter indicates consent to proceed, the agreement will
proceed;
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2.
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If
the written letter indicates disagreement to proceed, this agreement
will
be void and Party B does not need to pay back the 50,000 rmb fee
for doing
initial due diligence and auditing.
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V.
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Within
5 days after Party A receives the written consent from Party B, both
Parties shall set up a joint account and Party A will deposit US$60,000
(Sixty thousand US dollars, or rmb equivalent with the same day’s exchange
rate) into that joint account as security
deposit.
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VI.
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From
the day the joint account is established and the above mentioned
fund is
deposited, Party B shall pay the bridge loan on behalf of Party A
in
accordance with the agreement.
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VII.
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Both
Parties agree that the total bridge loan is estimated at US$240,000
(Two
hundred forty thousand US dollars). But, the actual figure should
be based
on the amount stated on the
agreement.
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VIII.
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Party
B agrees that Party A shall reimburse the bridge loan in full plus
the
extra earning when Party A successfully goes public and obtains the
financing. The extra compensation should be 30% on the total reimbursement
and will be deducted from the financing
proceed.
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IX.
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If
Party A terminates the engagement agreement with Antaeus Capital
Ltd.
before the agreement expires, Party A shall compensate the sum of
the
following three costs:
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1.
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The
bridge loan Party B already pays on behalf of Party
A;
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2.
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Unpaid
bridge loan based on the agreements Party A signed with each brokerage
professional;
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3.
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50%
of the sum of the costs of 1 and 2.
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X.
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If
Party A terminates the engagement agreement before the agreement
expires,
this shall be considered as an indicator to allow Party B to withdraw
the
fund from the joint account to pay for the dues stated on IX. If
the fund
in the joint account is insufficient to pay for the dues stated on
IX,
Party B has right to demand the compensation from Party
A.
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XI.
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If
the engagement agreement has not expired, but Antaeus Capital Ltd.
or
Party B terminates the agreement, Party A has right to take back
the fund
from the joint account and terminates the agreement with each brokerage
professional. Party B has obligation to be responsible for all the
unpaid
bridge loan.
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XII.
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If
Party A is unable to go public and obtain the financing, Party A
has right
to take back the fund from the joint account and Party B shall pay
for all
unpaid bridge loan.
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XIII.
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The
Agreement can only be altered with mutual
consent.
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XIV.
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The
Agreement has two original copies and Party A and B will hold one
copy
each.
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XV.
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The
Agreement is signed on October 18, 2006 and is immediately effective
after
signed.
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