f1012ga1ex10iii_newtech.htm


    
      Exhibit
10.3



     

    FINDER
AGREEMENT

    


    THIS
AGREEMENT, made as of this 3rd of
July, 2009, between NewTech Enterprise Management, Inc. (“NewTech”). having its
registered address at 3411 Silverside Road Rodney Building No. 104, Wilmington,
Delaware 19810 and  Beijing He Tian Yan Hao Trade Co., Ltd (the
“Finder”), having its principal place of business at Room 1402B, Hua Teng
Building, No. 302 Jia, Jing Song San District, Zhaoyang District, Beijing,
PRC.

    


    W-I-T-N-E-S-S-E-T-H:

    


    1. Services to be Performed by
Finder.

    


    
      	
               
      

            	
              1.1

            	
              The
      Finder will use its best efforts to refer a company(ies) (“Company”) to
      NewTech that is seeking “Target Companies” for combination. “Target
      Company” shall include the company(ies) engaging in a mining equipment
      business with its principal operations located in the People’s Republic of
      China, health financial data, growth potential, experienced and skillful
      management and competitive
advantage;

            


    

    


    
      	
               
      

            	
               1.2   The
      Finder will use only such documents as shall have been approved in writing
      by NewTech. The Finder will not make any oral representations with respect
      to NewTech, its services, or the Finder’s relationship to NewTech except
      as shall have been approved by
NewTech.

            


    

    


    
      	
               
      

            	
               1.3

            	
              The
      Finder will deliver to each prospective Customer a Disclosure Document in
      the form of Exhibit A hereto, or any modification thereof as may from time
      to time be required by NewTech.

            


    

    


    2. Payment for
Services.

    


    
      	
               
      

            	
              2.1

            	
              NewTech
      will pay the Finder a referral fee equal to USD 20,000 as a result of the
      successful acquisition.

            


    

    


    
      	
               
      

            	
              2.2

            	
              Any
      compensation owed to the Finder shall be due subsequent to the
      “Closing(s).  “Closing” shall be defined as when the NewTech or
      its subsidiary or affiliates acquires the equity of the Company, takes
      control of the Company by contractual arrangements,or combine
      with the Company by any other
means.

            


    

    


    
      	
               
      

            	
               2.3

            	
              The
      Finder is responsible for all of its own expenses in connection with the
      services to be rendered under this agreement, including, without
      limitation, office expenses, travel, entertainment, and legal
      fees.

            


    

    


    3. Representations and Warranties of
Finder.

    


     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    
 

    


    
      	
               
      

            	
              3.1

            	
              The
      Finder is a corporation organized under the laws of China and is domiciled
      outside the U.S.

            


    

    


    
      	
               
      

            	
              3.2

            	
              All
      Companies will not be U.S. citizens or, if they are entities, they will be
      domiciled outside the U.S.

            


    

    


    4. Rights
Reserved by NewTech.

     

    
      	
               
      

            	
               4.1

            	
              NewTech
      reserves the right, in its absolute discretion to decline to accept and
      prospective Company referred by the Finder, to decline to effect any
      transactions for a Customer, and/or to terminate its relationship with any
      Company, at any time, without prior notice to the Finder. NewTech will
      notify the Finder as soon as practicable after accepting, declining to
      accept, or terminating the account of a
Company.

            


    

    


    Without
limiting the generality of Section 4.1, NewTech will not accept any Financing
for any Company that fails to furnish to NewTech written acknowledgment of
Company’s receipt of the Disclosure Document (Exhibit A hereto).

    


    5. Representations and Warranties of
NewTech.

    


    
      	
              5.1  

            	
              NewTech
      is a corporation organized under General Corporation Law of the State of
      Delaware.

            


    

    


    6. Miscellaneous

    


    
      	
               
      

            	
               6.1

            	
              This
      Agreement sets forth the entire agreement between the parties, and may not
      be modified except by in writing signed by both parties. There are no
      understandings, agreements, or representations expressed or implied, with
      respect to the subject matter hereof that are not specified
      herein.

            


    

    


    
      	
               
      

            	
              6.2

            	
              This
      Agreement supersedes any prior agreement between the parties with respect
      to the subject matter hereof.

            


    

    


    
      	 
      


    

    
      	
               
      

            	
              6.3

            	
              This
      Agreement may be terminated by either party immediately upon written
      notice to the other party, provided, however, that no termination
      hereunder shall affect any rights of either party accruing prior to such
      termination.

            


    

    


    
      	
               
      

            	
              6.4

            	
              None
      of the parties may assign his or its rights or obligations under this
      Agreement without the consent of the other party. Any attempted assignment
      without the consent of the other party shall be null and
    void.

            


    

    


    


    
      	
               
      

            	
              6.5

            	
              This
      Agreement is made in, and shall be governed and interpreted in accordance
      with the laws of PRC, and without regard to principles of conflicts of
      laws.

            


    

    


    
      	
               
      

            	
              6.7

            	
              This
      Agreement may be executed in one or more counterparts, all of which when
      taken together shall constitute one and the same
  Agreement.

            


    

    


    If the
Finder is in agreement with the above, please indicate so by signing in the
space provided below and returning this agreement to NewTech for its counter
signature.

    


    Very
truly yours,

    


    NewTech
Enterprise Management, Inc.

    


    /s/ ZHU,
Mingzi____________

    Name:         ZHU,
Mingzi

    Title:           Director

    


    


    FINDER

    


    Beijing
He Tian Yan Hao Trade Co., Ltd

    


    /s/_ZHANG,
Yanchun___________________________________

    Name:  ZHANG,
Yanchun

    Title:
Director

    


    
      
         

      

      
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    EXHIBIT
A

    附件A

    


    DISCLOSURE
OF FINDER’S AGREEMENT

    居间人披露

    


    Beijing
He Tian Yan Hao Commercial Trading Co., Ltd (“Finder”) has entered into an
Agreement (the “Finder’s Agreement”) to refer a Company(ies) to NewTech
Enterprise Management, Inc (“NewTech”)..

    北京和田延浩商贸有限公司(“居间人”)已与新技术企业管理公司(”NewTech”)签订协议(“居间协议”)。

    


    Finder is
formed under the laws of China, and is not domiciled in the United
States.

    居间人根据中国法设立并在美国没有住所。

    


    NewTech
will pay the Finder a referral fee equal to USD 20,000 as a result of the
successful acquisition.

    并购成功,NewTech
将支付给居间人20,000美元居间费。

    


    If the
Company is combined with NewTech, the Finder may be entitled to
compensation.

    如果公司成功与NewTech合并,居间人可以享有报酬。

    


    Except as
described above, Finder is not affiliated with NewTech.

    除了上述事项,居间人不是NewTech的关联方

    


    Please
sign the Company’s Acknowledgment below, and return a copy of this Disclosure
Document to NewTech to confirm that you have received, read, and understood
it.

    公司知悉相关事项请在下面签字,并且向NewTech归还一份复本以确认您已收悉,阅读并理解。

    


    Very
truly

    yours,

    


    By:                               

    签字人:

    
 

    
      
         

      

      
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    COMPANY’S
ACKNOWLEDGMENT

    公司认可:

    I have
received, read, and understood the foregoing Disclosure Document. I represent
that I am not a citizen of the U.S. or, if I am an entity, it is domiciled
outside the U.S.

    我已收悉,阅读并理解上述披露。我保证我不是美国公司或是住所在美国境外的实体。

     

    


    


    
      By:

    

    签字人:张延春(ZHANG,
Yanchun)

     

    Title:  Director

     

    职务:董事