fs1a5ex10xxxvii_soko.htm


    Exhibit
10.37

     

     

    Dear
Baoting Sun,

    


     

    We herein
confirm our agreement with you as follows:

     

    
    

    
      
        	1.	
                Etech
      International, Inc. (hereinafter referred to as "we" or the "EH") hereby
      engage Fortune Badge Limited (hereinafter collectively referred to as
      "you" or the "Fortune Badge"] as Ell's consultant to assist EII and Ell's
      consulting client, Harbin Mege Union (HK) International Group and its
      related holding entities and joint venture affiliates (hereinafter
      together collectively referred as the "Company"), to accomplish the
      reverse take-over transaction (the "RTO") for the Company for a period of
      12 month.

              
	 	 
	2.	Fortune Badge
      accepts the engagement described in the preceding paragraph and agrees to
      assist Company with:
	 	 
	 	a.	Assist
      EH to complete the in-China legal, industry, business feasibility due
      diligence of Company;
	 	 	 
	 	b. 	Assist EH to
      complete in-China financial due diligence of Company;
	 	 	 
	 	c.	Assist
      EH to complete the personal & business background checks for Company*s
      major shareholders, and management and Company
    itself;
	 	 	 
	3.	The terms and
      conditions set forth herein shall be and remain in effect for a period of
      twelve (12) months from the date that the agreement signed (the "Sign
      Date") by EII and Fortune Badge and is terminable by either party, with or
      without cause, upon ten (10) day written notice to the other.
	 	 
	4.	Fortune Badge agrees
      to include EH in all communications (electronic, written, verbal, etc.)
      with the Company (including but hot limited to its management, employee,
      officers, and outside consulted and hired professionals).
	 	 
	5.	In consideration of
      the services to be provided by Fortune Badge under the agreement set forth
      herein, concurrently with the consummation of the PIPE, Fortune Badge will
      receive;
	 	 	 
	 	a. 	
                Two
      percent (2%) of the total number of shares of the Company's publicly
      traded parent company following the
RTO.

              


      

       

      
        
          
          

        

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


      

       

      
        
        

        
        

        
          No. 588
Maodian Rd,, Liantang Industrial 

          Park
Qmgpu District, Shanghai, China

        

      

       

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


      

    

     

    
      800 E.
Colorado Blvd., Suite 100 

      Pasadena,
CA 91101

    

    
    

     

    EII may
change its address for receiving notices by giving written notice to Fortune
Badge. Fortune Badge may change its address for receiving notices by giving
written notice to EII.

     

    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,

     

    Etech International Inc.

     

     

     

    

     

     

    
      
        
        

      

      
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