fs1a5ex10xxxviii_soko.htm


     

    Exhibit
10.38

     

     

    Dear
Dongmei Sheng,

    


     

    We herein
confirm our agreement with you as follows:

     

     

    
      	1.	Etech Securities
      Inc. (hereinafter referred to as "we" or the "ESI") hereby engage Luck
      Eagle Limited [hereinafter collectively referred to as "you" or the "Luck
      Eagle") as ESI's consultant to assist ESI and ESI's investment banking;
      client, Harbin Mege Union (HK) International Group and its related holding
      entities and joint venture affiliates [hereinafter together collectively
      referred as the "Company"), to raise capital through a private investment
      in public equity [the "PIPE") for the Company for a period of 6
      month.
	 	 	 
	2.	Luck Eagle accepts
      the engagement described in the preceding paragraph and agrees to assist
      Company with:
	 	 	 
	 	a.	Assist the Company
      to prepare for investors* due diligence (including on-site visit) during
      the proposed PIPE transaction under ESI's guidance;
	 	b.	Assist rite Company
      in all verbal and written communications with all Company-hired
      professionals, and with investors through ESI during the proposed PIPE
      transaction;
	 	c.	Accommodate all
      Company's needs to all roadshows in China or U-S. if it is necessary to
      meet Company-hired professionals and investors during the proposed PIPE
      transaction under ESI's guidance;
	 	d.	Assist the Company
      to prepare (including translation) all original materials for ESI in
      connection with the PIPE;
	 	 	 
	3.	The terms and
      conditions set forth herein shall be and remain in effect for a period of
      six (6) months from the date that the agreement signed (the "Sign Date")
      by ESI and Luck Eagle and is terminable by either party, with or without
      cause, upon ten (10) day written notice to the other.
	 	 	 
	4.	Luck Eagle agrees to
      include ESI in all communications (electronic, written, verbal, etc.) with
      the Company (including but not limited to its management employee,
      officers, and outside consulted and hired professionals). Luck Eagle also
      agrees not to directly or indirectly contact any investors in connection
      with proposed PIPE without presence of
ESI.


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
            	
              In consideration of the services to be provided by Luck Eagle under
      the agreement set forth herein, concurrently with the consummation, of the
      PIPE, Luck Eagle will receive:

            


    

    
    

    
    

    
    

     

    
      	 	a.	
              Three percent (3%] of the total number of shares of the Company's
      publicly traded parent company following the
PIPE.

            


    

     

    
    

    
      	
              6.

            	
            	
              All notices or communications relating to the agreement set forth
      herein shall be in writing. If send to Luck Eagle, such notices and
      communications shall be mailed, delivered or telegraphed and confirmed to
      Luck Eagle at the following address:

            


    

    
    

    
    

    
    

     

    No. 3 Building, 6& District CBD

    188 South Sihuan Wst Road, Fengtai

    Fengtai, Bejing, China

     

    If sent
to ESI, such notices and communications shall be mailed, delivered or
telegraphed and confirmed to ESI at the following address:

    


    
      800 E. Colorado Blvd., Suite 100

      Pasadena, CA 91101

    

    
    

     

    ESI may
change its address for receiving notices by giving written notice to Luck Eagle.
Luck Eagle may change its address for receiving notices by giving written notice
to ESI.

     

    Please
confirm that the foregoing correctly sets forth out understanding by signing the
enclosed duplicate of this letter where indicated below and return to us,
whereupon this letter shall constitute a binding agreement between
us.

    


     

    Very
truly yours.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    

     

    Ratified.,
acknowledged and agreed to with respect to Section 5 of the
foregoing agreement

    


    


    


    


    
    


    
      
         


      

      
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