Exhibit 10.22


 


	
   

  	
   

  	
  

  
	
   

  	
   

  	
   

  
	
  Robert J. Eu

  	
   

  	
  WR Hambrecht + Co

  
	
  Managing Director

  	
   

  	
  539 Bryant Street, Suite
  100

  
	
   

  	
   

  	
  San Francisco, CA 94107 

  
	
   

  	
   

  	
  Tel: 415-551-8600 

  
	
   

  	
   

  	
  Fax: 415-551-3242 

  
	
   

  	
   

  	
  reu@wrhambrecht.com

  



 


October 18 2005


 


 


China Unistone Acquisition Corporation 


105 West 13th St., Suite 7A


New York, NY 10011


 


Attention:              Mr. James Preissler


CFO
and Secretary


 


Ladies and Gentlemen:


 


This letter dated as of
October 18, 2005 amends and restates in its entirety the letter agreement dated
October 18, 2005 between China Unistone Acquisition Corporation (the “Company”)
and W.R. Hambrecht + Co., LLC and its affiliates, successors and assigns, as
appropriate (“WRH+Co”). This letter will confirm our understanding that the
Company has engaged WRH+Co to act as the Company’s financial advisor in
connection with a Transaction (as defined below) involving companies known to
us both as SiHiTech and eChannels (together known as the “Target”) on the terms
and conditions set forth below. References herein to the “Company” or to the
Target shall be deemed to include any entity that the Company or the Target,
whichever the case may be, may form or utilize to effect any of the
transactions contemplated hereby.


 


Section
1.              Scope of Engagement and Services.  In
connection with this engagement, WRH+Co shall, as appropriate:


 


(a)                                to undertake an analysis to enable us to provide an opinion (the “Opinion”)
to the Board of Directors of the Company (and/or an appropriate committee
thereof as instructed to us by the Company in writing) as to the fairness to
the Company, from a financial point of view, of the consideration to be paid by
the Company pursuant to the terms of the stock purchase agreement (“Stock
Purchase Agreement”) for the Target or any affiliated or subsidiary entity
thereof (the “Transaction”)


 


In
connection with this engagement, WRH+Co shall, upon request and subject to
WRH+Co’s internal fairness opinion diligence and approval processes, render the
Opinion to the Board of Directors of the Company as to the fairness from a
financial point of view of the consideration to be paid by the Company pursuant
to the Transaction; provided that the Opinion may be in such form as WRH+Co may
determine and WRH+Co may qualify the Opinion as it may deem appropriate. The
Opinion shall be subject to WRH+Co’s internal fairness opinion diligence and
approval processes and the nature and scope of WRH+Co’s analysis, as well as
the form and substance of the Opinion, shall be such as WRH+Co deems
appropriate. The Opinion


 


 

















 


may
state in substance, among other things, that it is given in reliance on the
accuracy and completeness of the information furnished to WRH+Co by the
Company, Target and any other parties to the Transaction or their advisors and
shall not address the Company’s underlying business decision to enter into such
Transaction. WRH+Co may initially deliver the Opinion orally to the Company’s
Board of Directors (and/or an appropriate committee thereof as instructed to us
by the Company in writing), but WRH+Co shall subsequently deliver the Opinion
in writing promptly thereafter. WRH+Co’s engagement under this agreement does
not include assisting in negotiating the financial aspects of the Transaction
or providing advice as to any particular element of the Transaction. In the
event that the Company requests in writing that WRH+Co provide financial
advisory services in addition to the services discussed in this Section 1, the
Company shall enter into a separate agreement with WRH+Co for such services.


 


(b)                                arrange non-deal roadshows for the Company to introduce the Company to
prospective investors after the Transaction is announced, as appropriate; and


 


(c)                                 perform such other financial advisory
services as WRH+Co and the Company may from time to time agree upon.


 


For purposes of this
agreement, the term “Transaction” shall include, without limitation, any
purchase by the Company (whether in one or a series of transactions) of a
majority or a substantial amount of the assets or the capital stock of Target,
through any proposed merger, consolidation, joint venture or other
business/strategic combination with or involving Target and the Company, or any
event which results in the transfer of control of or a material interest in Target to the Company or of all or a
substantial amount of the assets thereof, as well as any recapitalization,
restructuring or liquidation of Target by the current owners, a third party or
any combination thereof, or any other form of transaction which results in the
effective acquisition of the principal business and operations of Target by the
Company.


 


Section
2.               Compensation.


 


(a)       The
Company will pay WRH+Co an “Opinion Fee” of $150,000 in cash upon rendering of the
Opinion to the Company’s Board of Directors but the Company has at least six
months thereafter to make this payment. The Opinion Fee is not contingent upon
the completion of a Transaction. Such Opinion Fee shall be due whether or not a
favorable Opinion is delivered. If the form of consideration offered in a
pending Transaction is changed and an additional or revised opinion is
required, WRH+Co shall be entitled to such additional compensation as may be
agreed upon in good faith between the Company and WRH+Co.  Further, in the event that WRH+Co delivers the
Fairness Opinion to the Board of Directors of the Company and the Transaction
does not closes for whatever reasons, the reimbursed expenses paid to WRH+Co
pursuant to Section 3 shall also be credited against the Opinion Fee


 


(b)       In
addition, the Company will pay WRH+Co a quarterly “Advisory Fee” equal to an aggregate
of $350,000, payable in cash to WRH+Co. The quarterly amount due will be equal
to $350,000 divided by that number of whole quarterly periods between the
closing date of the Transaction and November 17, 2007.  The Advisory Fee shall be payable in advance
within thirty days of the end of every calendar quarter commencing the closing
of the Transaction until the termination of this engagement, subject to the
provisions of Section 8.  Notwithstanding
all the foregoing, (i) the Advisory Fee will be due, owing and payable only to
the extent that the Company has received additional capital from the exercise
of the 6,900,000 public common stock purchase warrants outstanding as of the date
of the Transaction sufficient to pay the Advisory Fee, and (ii) payment of the
Advisory Fee will never exceed 2.5% of the gross proceeds from the exercise
(without deduction for


 


 


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any
underwriter discounts or commissions or other related expenses associated with
the exercise of the warrants), received in good funds, upon such exercises
prior to the due date of the payment.  Any
quarterly amount not paid when due will be carried forward to the next
quarterly payment date.  For the purposes
of clarification, to the extent that the Company does not receive sufficient
additional funds as described in this section or there is a termination of the
Agreement and any proviso in Section 8 no longer applies, the Advisory Fee will
be reduced and the balance waived.


 


(c)        In
addition, the Company hereby agrees that WRH+Co shall have a right of first
refusal (the Right of First Refusal”) to act as the Company’s exclusive
financial advisor in connection with any purchase by the Company (whether in
one or a series of transactions) of a majority or a substantial amount of the
assets or the capital stock of any entity other than Target, through any
proposed merger, consolidation, joint venture or other business/strategic
combination with or involving an such entity and the Company, or any event which
results in the transfer of control of or a material interest in such entity to
the Company or of all or a substantial amount of the assets thereof, as well as
any recapitalization, restructuring or liquidation of such entity by the
current owners, a third party or any combination thereof, or any other form of
transaction which results in the effective acquisition of the principal
business and operations of such entity by the Company. The Right of First
Refusal will commence on the date hereof and terminate on the earlier of (a)
payment by the Company to WRH+Co of a minimum of $500,000 in additional
financial advisory fees (for the purpose of clarity, not including any fees
paid pursuant to Sections 2(a) and 2(b) above) or (b) three (3) years from the
date hereof. The terms of any such additional engagements will be set forth in
separate letter agreements containing terms and conditions to be mutually
agreed upon, including without limitation appropriate indemnification
provisions.


 


All
fees payable and expenses reimbursable hereunder are net of all applicable
withholding and similar taxes.


 


Section
3.              Expenses.  In addition to compensation
payable pursuant to Section 2, the Company shall promptly reimburse WRH+Co,
upon WRH+Co’s request, for all out-of-pocket expenses incurred by WRH+Co in
connection with this engagement or any other assignments undertaken by WRH+Co
(before or after the date hereof) at the Company’s request (including but not
limited to any services relating to offerings of securities and any advisory
services), including fees and expenses of its legal counsel, if any, and any
other advisor retained by WRH+Co (it being understood that the retention of any
such advisor, other than legal counsel, will be made with the Company’s prior
consent, which consent shall not be unreasonably withheld). Such expenses shall
not exceed $50,000.


 


Section
4.              Confidentiality.  The
Company agrees that, except as required by applicable law, any information or
advice to be provided by WRH+Co or any of its representatives in connection
with this engagement, whether formal or informal, shall not be disclosed
publicly or made available to third parties, in whole or in part, or
summarized, excerpted from or otherwise referred to without WRH+Co’s prior
written consent, and accordingly such advice shall not be relied upon by any
person or entity other than the Company.  In addition, neither WRH+Co nor the terms of
this engagement may be otherwise referred to without WRH+Co’s prior written
consent.


 


Section
5.              Use of Information.  In
connection with WRH+Co’s engagement, the Company shall (a) furnish to WRH+Co
the names of all parties, if any, with whom it has had prior to the date hereof
or at any time during the term of WRH+Co’s engagement hereunder discussion or
contacts concerning a Transaction; (b) make available to WRH+Co all information
concerning the business, assets, operations 


 


 


3

















 


and financial condition of
the Company and, to the extent available to the Company, Target, which WRH+Co
reasonably requests in connection with the performance of its obligations
hereunder; and (c) provide WRH+Co with reasonable access to the Company’s and,
to the extent available to the Company, Target’s officers, directors,
employees, accountants, counsel and other advisors and agents as WRH+Co shall
deem appropriate. The Company represents that all such information furnished by
it or on its behalf shall be true, complete and correct in all material
respects and shall not contain any misstatement of material fact or omit to
state any material fact required to be stated therein or necessary to make such
information not misleading. The Company recognizes and confirms that WRH+Co, in
acting pursuant to this engagement, will be using publicly available
information and information in reports and other materials provided by others,
including, without limitation, information provided by or on behalf of the
Company, and that WRH+Co does not assume responsibility for and may rely,
without independent verification, solely upon the accuracy and completeness of
any such information. The Company will promptly notify WRH+Co if the Company
learns of any material inaccuracy or misstatement in, or any material omission
from, any such information furnished by the Company, Target or any of their
respective agents or advisors to WRH+Co. All non-public information concerning
the Company or Target which is given to WRH+Co in connection with this
engagement will be used solely in the course of the performance of WRH+Co’s
services hereunder and will be treated confidentially by WRH+Co for so long as
it remains non-public. Except as otherwise required by law or regulatory
authority, WRH+Co will not disclose this information to a third party without
the consent of the Company.


 


Section
6.              Indemnity.  Since WRH+Co will be acting on
behalf of the Company in connection with its engagement hereunder, the Company
and WRH+Co have entered into a separate letter agreement dated the date hereof
and attached hereto as Annex A, which provides, among other things, for
the indemnification of WRH+Co by the Company in connection with this
engagement, and the terms of such letter agreement are incorporated by
reference into this agreement in their entirety and shall survive any termination
or expiration of this agreement. The parties acknowledge that such
indemnification is standard in the financial advisory industry and that the
provision of such indemnification and its scope is fair and reasonable in light
of WRH+Co’s qualifications and the expectations of other financial advisors in
connection with engagements of similar scope and size.


 


Section
7.              Other Business.  If
the Company is considering either an offer of securities to the public or a
private placement of securities in connection with this engagement, the Company
agrees to offer WRH+Co consideration for the role of financial advisor,
underwriter or placement agent, as the case may be. As compensation for any of
the foregoing services, WRH+Co will be paid customary fees to be mutually
agreed upon at the appropriate time. The Company further understands that if
WRH+Co is asked to act for the Company in any other formal additional capacity
relating to this engagement but not specifically addressed in this letter, such
as acting as an underwriter in connection with the issuance of securities by
the Company, then such activities shall constitute separate engagements and the
terms and conditions of any such additional engagements will be embodied in one
or more separate written agreements, containing provisions and terms to be
mutually agreed upon, including without limitation appropriate indemnification
provisions. The indemnity provisions in the letter agreement attached hereto as
Annex A shall apply to any such additional engagements, unless
superseded by an indemnity provision set forth in a separate agreement
applicable to any such additional engagements, and shall remain in full force
and effect regardless of any completion, modification or termination of WRH+Co’s
engagement(s).


 


Section
8.              Termination.  WRH+Co’s engagement will
commence on the date hereof and will continue until terminated as provided
below. Either the Company or WRH+Co may terminate this agreement at any time,
with or without cause, by giving 30 business days written notice to the other
party; provided, however, that no such termination will affect the matters set
out in this section or under the captions “Confidentiality,” “Use of
Information,” “Indemnity,” “Certain Acknowledgments and Agreements” and “Miscellaneous”
or in the indemnification letter agreement. It is expressly agreed that
following the


 


 


4

















 


expiration or termination of
this agreement, WRH+Co will continue to be entitled to receive fees, as
described in the “Compensation” section above that have accrued prior to such
expiration or termination but are unpaid, as well as reimbursement for expenses
as contemplated in the “Expenses” section above. It is also expressly agreed
that, if within two (2) years after the date of termination of this agreement a
Transaction occurs or the Company enters into a definitive agreement that
results in a Transaction, WRH+Co shall be entitled to its full fees as set
forth in the “Compensation” section hereof.


 


Section
9.              Certain Acknowledgments and Agreements.  The
Company acknowledges that WRH+Co has been retained solely as an advisor to the
Company, and not as an agent of the Company or an advisor to or agent of any
other person, and that the Company’s engagement of WRH+Co is as an independent
contractor and not in any fiduciary or other capacity. WRH+Co may, to the
extent it deems appropriate, render the services hereunder through one or more
of its affiliates. Neither this engagement, nor the delivery of any advice in
connection with this engagement, is intended to confer rights upon any persons
not a party hereto (including security holders, employees and creditors of the
Company) as against WRH+Co or its affiliates or their respective directors,
officers, agents and employees.


 


It
is expressly understood and agreed that WRH+Co is not undertaking to provide
any advice relating to legal, regulatory, accounting or tax matters. In
furtherance thereof, the Company acknowledges and agrees that (a) it and its
affiliates have relied and will continue to rely on the advice of its own
legal, tax and accounting advisors for all matters relating to the Transaction,
and all other matters and (b) neither it, nor any of its affiliates, has
received, or has relied upon, the advice of WRH+Co or any of its affiliates
regarding matters of law, taxation or accounting.


 


Section
10.            No Finders or Other Brokers.  The
Company represents that, as of the date hereof, there is no other person or
entity that is entitled to a finder’s fee or any type of brokerage commission
in connection with any Transactions contemplated by this Agreement or as a
result of any agreement or understanding with the Company.


 


Section
11.            Public Announcements.  The
Company acknowledges that WRH+Co may, at its option and expense and after the
earlier of the closing or the announcement of the Transaction, place
announcements and advertisements or otherwise publicize WRH+Co’s role hereunder
(which may include the reproduction of the Company’s logo and a hyperlink to
the Company’s website) on WRH+Co’s internet website and in such financial and
other newspapers and journals as it may choose. Prior to placing any such
advertisements, WRH+Co will submit a copy of any such advertisements to the
Company for its approval, which approval shall not be unreasonably withheld or
delayed. Furthermore, if requested by WRH+Co, the Company shall include a
mutually acceptable reference to WRH+Co in any press release or other public
announcement made by the Company regarding the matters described in this
letter.


 


Section
12.            Governing Law.  This
agreement and all aspects of the relationship created by this agreement shall
be governed by the laws of the State of New York, without regard to conflicts
of law principles thereof, and will be binding upon and inure to the benefit of
the Company and WRH+Co and their respective successors and assigns. The Company
and WRH+Co agree to waive trial by jury in any action, proceeding or
counterclaim brought by or on behalf of either party with respect to any matter
whatsoever relating to or arising out of any actual or proposed Transaction or
the engagement of or performance by WRH+Co hereunder. The Company also hereby
submits to the exclusive jurisdiction of the courts of the State of New York
located in the City and County of New York or in the United States District
Court for the Southern District of New York, and each of the parties hereto
submits to the jurisdiction of such courts in any proceeding arising out of or
relating to this agreement, agrees not to commence any suit, action or
proceeding relating thereto except in such courts, and waives, to the fullest
extent permitted by law, the right to move to dismiss or transfer any action
brought in such court on the basis of any objection to personal jurisdiction, venue
or inconvenient forum.


 


5

















 


Section
13.            Miscellaneous.  The
indemnification letter agreement attached hereto as Annex A is an
integral part of this agreement and the terms thereof are incorporated by reference
herein, and shall survive any termination, expiration or completion of WRH+Co’s
engagement hereunder. Prior to entering into any agreement or arrangement with
respect to, or effecting, any merger, statutory exchange or other business
combination or proposed sale or exchange, dividend or other distribution or
liquidation of all or a significant portion of its assets in one or a series of
transactions or any significant recapitalization or reclassification of its
outstanding securities that does not directly or indirectly provide for the
assumption of the obligations of the Company set forth herein, the Company will
notify WRH+Co in writing thereof (if not previously so notified) and, if
requested by WRH+Co, shall arrange in connection therewith alternative means of
providing for the obligations of the Company set forth herein, including the
assumption of such obligations by another party, insurance, surety bonds or the
creation of an escrow, in each case in an amount and upon terms and conditions
satisfactory to WRH+Co. This agreement (with its annex) shall constitute the
entire agreement between the parties hereto and shall be binding upon and inure
to the benefit of any successors, assigns, heirs and personal representatives
of the Company and WRH+Co. This agreement may be executed via facsimile
transmission and may be executed in separate counterparts, each of which shall
be deemed to be an original and all of which together shall constitute a single instrument, and this
agreement may not be amended or modified except in writing.


 


We are delighted to accept this engagement and look forward to working
with you on this assignment. Please confirm that the foregoing is in accordance
with your understanding by signing and returning to us the enclosed duplicate
of this agreement.


 


Very truly yours,


 


 


W.R. HAMBRECHT + CO., LLC


 


 


	
  By:

  	
  /s/ Robert J. Eu

  	
   

  
	
   

  	
  Robert J. Eu

  
	
   

  	
  Managing Director

  



 


 


Accepted
and agreed to as of the date set forth above:


 


CHINA
UNISTONE ACQUISITION CORPORATION


 


	
  By:

  	
  /s/   James Preissler 

  	
   

  
	
   

  	
  Mr. James Preissler 

  	
   

  
	
   

  	
  CFO and Secretary

  	
   

  



 


 


Enclosure


 


 


6

















 


ANNEX
A – INDEMNIFICATION AGREEMENT


 


October 18, 2005


 


 


China Unistone Acquisition Corporation 


4 Columbus Circle, 5th Floor 


New York, NY 10019


 


 


Attention:              Mr. James Preissler


CFO
and Secretary


 


 


Ladies and Gentlemen:


 


In connection with your
request that we assist you with the matters you have identified to us, you and
we are entering into this indemnification letter agreement. It is understood
and agreed that in the event that W.R. Hambrecht + Co., LLC or any of our
officers, directors, employees, agents, affiliates, partners or controlling
persons, if any (each of the foregoing, including W.R. Hambrecht + Co., LLC,
being an “Indemnified Person”), become involved in any capacity in any action,
claim, suit, proceeding or investigation brought or threatened by or against
any person, including your stockholders, related to, arising out of or in
connection with our engagement or any matter referred to in the engagement, you
will promptly reimburse, upon demand, each such Indemnified Person for its
legal and other expenses, including without limitation the cost of any
investigation, preparation for or response, as and when they are incurred in
connection therewith. You will indemnify and hold harmless each Indemnified
Person from and against, and you agree that no Indemnified Person shall have
any liability to you, your affiliates, security holders or creditors for, any
losses, claims, damages, liabilities or expense to which any Indemnified Person
may become subject under any applicable federal or state law, or otherwise,
related to, arising out of or in connection with our engagement, whether or not
any pending or threatened action, claim, proceeding or investigation giving
rise to such losses, claims, damages, liabilities or expense is initiated or
brought by you or on your behalf and whether or not in connection with any
action, proceeding or investigation in which you or such Indemnified Persons
are a party, except to the extent that any such loss, claim, damage, liability
or expense is found by a court of competent jurisdiction in a judgment which
has become final in that it is no longer subject to appeal or review to have
resulted primarily from such Indemnified Person’s gross negligence or fraud.
You also agree that no Indemnified Person shall have any liability, whether
direct or indirect, in contract or tort or otherwise, to you, your affiliates
or your security holders or creditors related to, arising out of or in
connection with our engagement except to the extent that any loss, claim,
damage or liability is found by a court of competent jurisdiction in a judgment
which has become final in that it is no longer subject to appeal or review to
have resulted primarily from such Indemnified Person’s gross negligence or
fraud. If multiple claims are brought against us in an arbitration related to,
arising out of or in connection with our engagement, with respect to at least
one of which such claims indemnification is permitted under applicable law, you
agree that any arbitration award shall be conclusively deemed to be based on
claims as to which indemnification is permitted and provided for hereunder,
except to the extent the arbitration award expressly states that the award, or
any portion thereof, is based solely on a claim as to which indemnification is
not available.


 


If for any reason the
foregoing indemnification is held unenforceable or is insufficient to hold an
Indemnified Person harmless, then you shall contribute to the loss, claim,
damage, liability or expense for which such indemnification is held
unenforceable or is insufficient in such proportion as is appropriate to
reflect the relative benefits received, or sought to be received, by you and your
security holders on the one hand and the party entitled to contribution on the
other hand in the matters contemplated by our engagement as well as the
relative fault of yourselves and such party with respect to such loss, claim,
damage, liability or expense and any other relevant equitable considerations.
You agree that for the purposes hereof the relative benefits received, or
sought to be received, by you and your security holders and ourselves shall be
deemed to be in the same proportion as (i) the total value paid or proposed to
be paid or received by you or your security holders, as the case may be,
pursuant to the transaction (whether or not consummated) for which we have been
engaged to perform services bears to (ii) the fees actually received by us in
connection with such engagement; provided, however,


 


 


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that, to the extent
permitted by applicable law, in no event shall we or any other Indemnified
Person be required to contribute an aggregate amount in excess of the aggregate
fees actually paid to us for such services. Your reimbursement, indemnity and
contribution obligations under this letter shall be in addition to any
liability which you may otherwise have, shall not be limited by any rights we
or any other Indemnified Person may otherwise have and shall be binding upon
and inure to the benefit of any successors, assigns, heirs and personal
representatives of yourselves, ourselves, and any other Indemnified Persons.


 


You agree that, without our
prior written consent, you will not settle, compromise or consent to the entry
of any judgment in or otherwise seek to terminate any pending or threatened
claim, action, or proceeding or investigation in respect of which
indemnification or contribution could be sought hereunder (whether or not we or
any other Indemnified Persons are an actual or potential party to such claim,
action or proceeding or investigation), unless such settlement, compromise or
consent includes an unconditional release of each Indemnified Person from all
liability arising out of such claim, action or proceeding or investigation. The
Company will not permit any such settlement, compromise, consent or termination
to include a statement as to, or an admission of, fault, culpability or a
failure to act by or on behalf of an Indemnified Person, without such
Indemnified Person’s prior written consent. You further agree that the
Indemnified Persons are entitled to retain separate counsel of their choice in
connection with any of the matters in respect of which indemnification, reimbursement
or contribution may be sought under this Agreement. Your obligations hereunder
shall be in addition to any rights that any Indemnified Person may have at
common law or otherwise. No waiver, amendment or other modification of this
agreement shall be effective unless in writing and signed by each party to be
bound thereby. This agreement and any claim related directly or indirectly to
this agreement shall be governed and construed in accordance with the laws of
the State of New York, without regard to the conflicts of law provisions
thereof. No such claim shall be commenced, prosecuted or continued in any forum
other than the courts of the State of New York located in the City and County
of New York or in the United States District Court for the Southern District of
New York and each of the parties hereto submits to the jurisdiction of such
courts. We and you (on your own behalf and, to the extent permitted by
applicable law, on behalf of your security holders and creditors) waive all
right to trial by jury in any action, proceeding or counterclaim, whether based
upon contract, tort or otherwise, related to or arising out of or in connection
with our engagement. The provisions of this agreement shall apply to the
engagement (including related activities prior to the date hereof) and any
modification thereof and shall remain in full force and effect indefinitely,
regardless of the completion or termination of the engagement. If any
provision, covenant or restriction herein is held by a court of competent
jurisdiction to be invalid, void, unenforceable or against public policy, then
the court so holding shall at our or your request, reform such provision to
give the maximum permissible intent to the intentions of the parties as set
forth herein, and the court shall enforce such provision as so reformed. If,
notwithstanding the foregoing, any provision, covenant or restriction is held
by a court of competent jurisdiction to be invalid, void, unenforceable or
against public policy, the remainder of the provisions contained herein shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated.


 


Very truly yours,


 


W.R. HAMBRECHT + CO., LLC


 


	
  By:

  	
  /s/  Robert J. Eu

  	
   

  
	
   

  	
  Robert J. Eu

  
	
   

  	
  Managing Director

  



 


 


Accepted and agreed to as of
the date set forth above:


 


CHINA UNISTONE ACQUISITION
CORPORATION


 


 


	
  By:

  	
  /s/  James Preissler

  	
   

  
	
   

  	
  Mr. James Preissler

  
	
   

  	
  CFO and Secretary

  



 


 


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