PI Services, Inc. - Exhibit 10-c







 CONSULTING SERVICES AGREEMENT 

  (English Translation) 



            This Consulting
Services Agreement (this "Agreement") is dated 01 /05 /2010, and is entered into
in Beijing, China between SKY ACHIEVE HOLDING LTD, a company incorporated under
the laws of British Virgin Islands (Party A), Suite 1706, 17/F,Tower 1, China
Hong Kong City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong and Beijing Guoqiang
Global Technology Development Limited, a company with joint stock limited liability
organized under the laws of the PRC ("Party B"), with a registered address at
3, Xijing Road, High Tech Park, Badachu, Shijingshan District, Building 1 and
STE 106C, Beijing China 100081,. Party A and Party B are referred to collectively
in this Agreement as the "Parties." 





 
 RECITALS 

 


	 	(1) 	Party A is a company incorporated in British
      Virgin Islands under the laws of the British Virgin islands, which has the
      expertise in business consulting; 
	 	(2)	 Party B is an development, manufacture dynamic
      lithium battery company with limited liability duly incorporated in Beijing,
      China; 
	 	(3) 	 The Parties desire that Party A provide business
      consulting services and relevant services to Party B, for compensation.
      
	 	(4) 	The Parties are entering into this Agreement
      to set forth the terms and conditions under which Party A shall provide
      consulting services to Party B. 


 

NOW THEREFORE, the Parties agree as follows: 



1. DEFINITIONS 



1.1 In this Agreement the following terms shall have the following meanings: 



            "Affiliate,"
with respect to any Person, shall mean any other Person that directly or indirectly
controls, or is under common control with, or is controlled by, such Person. As
used in this definition, "control" shall mean possession, directly or indirectly,
of power to direct or cause the direction of management or policies (whether ownership
of securities or partnership or other ownership interests, by contract or otherwise).




            "Consulting
Services Fee" shall be as defined in Clause 3.1. 



            "Indebtedness"
shall mean, as to any Person, without duplication, (i) all indebtedness (including
principal, interest, fees and charges) of such Person for borrowed money for the
deferred purchase price of property or services, (ii) the face amount of all letters
of credit issued for the amount of such Person and all drafts drawn thereunder,
(iii) all liabilities secured by any Lien on any property owned by such person,
whether or not such liabilities have been assumed by such Person, (iv) the aggregate
amount required to be capitalized under leases under which such Person is the
lessee and (v) all contingent obligations (including, without limitation, all
guarantees to third parties) of such Person. 



            "Lien"
shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), preference, priority or other security
agreement of any kind or nature whatsoever (including. without limitation, any
conditional sale or other title retention agreement, 



  







any financing or similar statement or notice filed under recording or notice statute,
and any lease having substantially the same effect as any of the foregoing). 



            "Person"
shall mean any individual, corporation, company, voluntary association, partnership,
joint venture, trust, unincorporated organization, entity or other organization
or any government body. 



            "PRC"
means the People's Republic of China. 



            "Services"
means the services to be provided under the Agreement by Party A to Party B, as
more specifically described in Clause 2; in this Agreement a reference to a Clause,
unless the context otherwise requires, is a reference to a clause of this Agreement.




1.2 The headings in this Agreement shall not affect the interpretation of this
Agreement. 



2. RETENTION AND SCOPE OF SERVICES 



2.1 Party B hereby agrees to retain the services of Party A, and Party A accepts
such appointment, to provide to Party B services in relation to the current and
proposed operations of Party B's business in the PRC upon the terms and conditions
of this Agreement. The services subject to this Agreement shall include, without
limitation: 



            (a) General
Business Operation. Advice and assistance relating to development of technology
and provision of consultancy services, particularly as related to battery manufacturing.




            (b) Human
Resources. 



            (i) Advice
and assistance in relation to the staffing of Party B, including assistance in
the recruitment, employment and secondment of management personnel, administrative
personnel and staff of Party B; 



            (ii) Training
of management, staff and administrative personnel; 



            (iii)
Assistance in the development of sound payroll administrative controls in Party
B; 



            (iv) Advice
and assistance in the relocation of management and staff of Party B; 



            (c) Research
and Development 



            (i) Advice
and assistance in relation to research and development of Party B; 



            (ii) Advice
and assistance in strategic planning; and 



            (d) Other.
Such other advice and assistance as may be agreed upon by the Parties. 



2.2 Exclusive Services Provider. During the term of this Agreement, Party A shall
be the exclusive provider of the Services. Party B shall not seek or accept similar
services from other providers unless the prior written approval is obtained from
Party A. 



2.3 Intellectual Properties Related to the Services. Party A shall own all intellectual
property rights developed or discovered through research and development, in the
course of providing Services, or derived from the provision of the Services. Such
intellectual property rights shall include patents, trademarks, trade names, copyrights,
patent application rights, copyright and trademark application rights, research
and 






 







technical documents and materials, and other related intellectual
property rights including the right to license or transfer such intellectual properties.
If Party B must utilize any intellectual property, Party A agrees to grant an
appropriate license to Party B on terms and conditions to be set forth in a separate
agreement. 



2.4Pledge. Party B shall permit and cause Party B's shareholders to pledge the
equity interests of Party B to Party A for securing the Fee that should be paid
by Party B pursuant to this Agreement. 



3. PAYMENT 



3.1 General. 



            (a) In
consideration of the Services provided by Party A hereunder, Party B shall pay
to Party A during the term of this Agreement a consulting services fee (the "Consulting
Services Fee"), payable in RMB each quarter, equal to all of its revenue for such
quarter based on the quarterly financial statements provided under Clause 5.1
below. Such quarterly payment shall be made within 15 days after receipt by Party
A of the financial statements referenced above. 



            (b) Party
B will permit, from time to time during regular business hours as reasonably requested
by Party A, or its agents or representatives (including independent public accountants,
which may be Party B's independent public accountants), (i) to conduct periodic
audits of books and records of Party B, (ii) to examine and make copies of and
abstracts from all books, records and documents (including, without limitation,
computer tapes and disks) in the possession or under the control of Party B (iii)
to visit the offices and properties of Party B for the purpose of examining such
materials described in clause (ii) above, and (iv) to discuss matters relating
to the performance by Party B hereunder with any of the officers or employees
of Party B having knowledge of such matters. Party A may exercise the audit rights
provided in the preceding sentence at any time, provided that Party A provides
ten days written notice to Party B specifying the scope, purpose and duration
of such audit. All such audits shall be conducted in such a manner as not to interfere
with Party B's normal operations. 



3.2 Party B shall not be entitled to set off any amount it may claim is owed to
it by Party A against any Consulting Services Fee payable by Party B to Party
A unless Party B first obtains Party A's written consent. 



3.3 The Consulting Services Fee shall be paid in RMB by wire transfer to a bank
account or accounts specified by Party A, as may be specified in writing from
time to time. 



3.4 Should Party B fail to pay all or any part of the Consulting Service's Fee
due to Party A in RMB under this Clause 3 within the time limits stipulated, Party
B shall pay to Party A interest in RMB on the amount overdue based on the three
(3) month lending rate for RMB announced by the Bank of China on the relevant
due date. 



3.5 All payments to be made by Party B hereunder shall be made free and clear
of and without deduction for or on account of tax, unless Party B is required
to make such payment subject to the deduction or withholding of tax. 



4. FURTHER TERMS OF COOPERATION 



4.1 All business revenue of Party B shall be directed in full by Party B into
a bank account(s) nominated by Party A. 



5. UNDERTAKINGS OF PARTY A 






 







Party B hereby agrees that, during the term of the Agreement: 



5.1 Information Covenants. Party B will furnish to Party A: 



            5.1.1
Preliminary Monthly Reports. Within five (5) days of the end of each calendar
month the preliminary income statements and balance sheets of Party B made up
to and as at the end of such calendar month, in each case prepared in accordance
with the PRC generally accepted accounting principles, consistently applied. 



            5.1.2
Final Monthly Reports. Within ten (10) days after the end of each calendar month,
a final report from Party B on the financial position and results of operations
and affairs of Party B made up to and as at the end of such calendar month and
for the elapsed portion of the relevant financial year, setting forth in each
case in comparative form figures for the corresponding period in the preceding
financial year, in each case prepared in accordance with the PRC generally accepted
accounting principles, consistently applied. 



            5.1.3
Quarterly Reports. As soon as available and in any event within forty-five (45)
days after each Quarterly Date (as defined below), unaudited consolidated and
consolidating statements of income, retained earnings and changes in financial
position of the Party B and its subsidiaries, if any, for such quarterly period
and for the period from the beginning of the relevant fiscal year to such Quarterly
Date and the related consolidated and consolidating balance sheets as at the end
of such quarterly period, setting forth in each case actual versus budgeted comparisons
and in comparative form the corresponding consolidated and consolidating figures
for the corresponding period in the preceding fiscal year, accompanied by a certificate
of the chief financial officer of the Party B, which certificate shall state that
said financial statements fairly present the consolidated and consolidating financial
condition and results of operations, as the case may be, of the Party B and its
subsidiaries, if any, in accordance with PRC general accepted accounting principles
applied on a consistent basis as at the end of, and for, such period (subject
to normal year-end audit adjustments and the preparation of notes for the audited
financial statements). 



            5.1.4
Annual Audited Accounts. Within six (6) months of the end of the financial year,
the annual audited accounts of Party B to which they relate (setting forth in
each case in comparative form the corresponding figures for the preceding financial
year), in each case prepared in accordance with, among others, the PRC generally
accepted accounting principles, consistently applied. 



            5.1.5
Budgets. At least 90 days before the first day of each financial year of Party
B, a budget in form satisfactory to Party A (including budgeted statements of
income and sources and uses of cash and balance sheets) prepared by Party B for
each of the four financial quarters of such financial year accompanied by the
statement of the chief financial officer of Party B to the effect that, to the
best of his knowledge, the budget is a reasonable estimate for the period covered
thereby. 



            5.1.6
Notice of Litigation. Promptly, and in any event within one (1) business day after
an officer of Party B obtains knowledge thereof, notice of (i) any litigation
or governmental proceeding pending against Party B which could materially adversely
affect the business, operations, property, assets, condition (financial or otherwise)
or prospects of Party B and (ii) any other event which is likely to materially
adversely affect the business, operations, property, assets, condition (financial
or otherwise) or prospects of Party B. 



            5.1.7
Other Information. From time to time, such other information or documents (financial
or otherwise) as Party A may reasonably request. For purposes of this Agreement,
a "Quarterly Date" shall mean the last day of March, June, November and December
in each year, the first of which shall be the first such day following the date
of this Agreement; provided that if any such day is not a business day in the
PRC, then such Quarterly Date shall be the next succeeding business day in the
PRC. 






 







5.2 Books, Records and Inspections. Party B will keep proper books
of record and account in which full, true and correct entries in conformity with
generally accepted accounting principles in the PRC and all requirements of law
shall be made of all dealings and transactions in relation to its business and
activities. Party B will permit officers and designated representatives of Party
A to visit and inspect, under guidance of officers of Party B, any of the properties
of Party B, and to examine the books of record and account of Party B and discuss
the affairs, finances and accounts of Party B with, and be advised as to the same
by, its and their officers, all at such reasonable times and intervals and to
such reasonable extent as Party A may request. 



5.3 Corporate Franchises. Party B will do or cause to be done, all things necessary
to preserve and keep in full force and effect its existence and its material rights,
franchises and licenses. 



5.4 Compliance with Statutes, etc. Party B will comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all governmental
bodies, in respect of the conduct of its business arid the ownership of its property,
including without limitation maintenance of valid and proper government approvals
and licenses necessary to provide the services, except that such noncompliances
could not, in the aggregate, have a material adverse effect on the business, operations,
property, assets, condition (financial or otherwise) or prospects of Party B.




6. NEGATIVE COVENANTS 



Party B covenants and agrees that, during the term of this Agreement, without
the prior written consent of Party A. 



6.1 Equity. Party B will not issue, purchase or redeem any equity or debt securities
of Party B. 



6.2 Liens. Party B will not create, incur, assume or suffer to exist any Lien
upon or with respect to any property or assets (real or personal, tangible or
intangible) of Party B whether now owned or hereafter acquired, provided that
the provisions of this Clause 6.1 shall not prevent the creation, incurrence,
assumption or existence of: 



            6.2.1
Liens for taxes not yet due, or Liens for taxes being contested in good faith
and by appropriate proceedings for which adequate reserves have been established;
and 



            6.2.2
Liens in respect of property or assets of Party B imposed by law, which were incurred
in the ordinary course of business, and (x) which do not in the aggregate materially
detract from the value of such property or assets or materially impair the use
thereof in the operation of the business of Party B or (y) which are being contested
in good faith by appropriate proceedings, which proceedings have the effect of
preventing the forfeiture or sale of the property of assets subject to any such
Lien. 



6.3 Consolidation, Merger, Sale of Assets, etc. Party B will not wind up, liquidate
or dissolve its affairs or enter into any transaction of merger or consolidation,
or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing
at any future time) all or any part of its property or assets, or purchase or
otherwise acquire (in one or a series of related transactions) any part of the
property or assets (other than purchases or other acquisitions of inventory, materials
and equipment in the ordinary course of business) of any Person, except that (i)
Party B may make sales of inventory in the ordinary course of business and (ii)
Party B may, in the ordinary course of business, sell equipment which is uneconomic
or obsolete. 



6.4 Dividends. Party B will not declare or pay any dividends, or return any capital,
to its shareholders or authorize or make any other distribution, payment or delivery
of property or cash to its shareholders as such, or redeem, retire, purchase or
otherwise acquire, directly or indirectly, for a consideration, any shares of
any class of its capital stock now or hereafter outstanding (or any options or
warrants issued by Party B with respect to its capital stock), or set aside any
funds for any of the foregoing purposes. 

 




 







6.5 Leases. Party B will not permit the aggregate payments (including,
without limitation, any property taxes paid as additional rent or lease payments)
by Party B under agreements to rent or lease any real or personal property to
exceed US$100,000 in any fiscal year of Party B. 



6.6 Indebtedness. Party B will not Contract, create, incur, assume or suffer to
exist any indebtedness, except accrued expenses and current trade accounts payable
incurred in the ordinary course of business, and obligations under trade letters
of credit incurred by Party B in the ordinary course of business, which are to
be repaid in full not more than one (1) year after the date on which such indebtedness
is originally incurred to finance the purchase of goods by Party B. 



6.7 Advances, Investment and Loans. Party B will not lend money or credit or make
advances to any Person, or purchase or acquire any stock, obligations or securities
of, or any other interest in, or make any capital contribution to, any other Person,
except that Parry A may acquire and hold receivables owing to it, if created or
acquired in the ordinary course of business and payable or dischargeable in accordance
with Customary trade terms. 



6.8 Transactions with Affiliates. Party B will not enter into any transaction
or series of related transactions, whether or not in the ordinary course of business,
with any Affiliate of Party B, other than on terns and conditions substantially
as favorable to Party B as would be obtainable by Party B at the time in a comparable
arm's-length transaction with a Person other than an Affiliate and with the prior
written consent of Party A. 



6.9 Capital Expenditures. Party B will not make any expenditure for fixed or capital
assets (including, without limitation, expenditures for maintenance and repairs
which should be "capitalized in accordance with generally accepted accounting
principles in the PRC and including capitalized lease obligations) during any
period set forth below (taken as one accounting period) which exceeds in the aggregate
for Party B the amount of commencing in the fiscal year. 



6.10 Modifications to Debt Arrangements, Agreements or Articles of Association.
Party B will not (i) make any voluntary or optional payment or prepayment on or
redemption or acquisition for value of (including, without limitation, by way
of depositing with the trustee with respect thereto money or securities before
due for the purpose of paying when due) any Existing Indebtedness or (ii) amend
or modify, or permit the amendment or modification of, any provision of any Existing
Indebtedness or of any agreement (including, without limitation, any purchase
agreement, indenture, loan agreement or security agreement) relating to any of
the foregoing or (iii) amend, modify or change its Articles of Association or
Business License, or any agreement entered into by it, with respect to its capital
stock, or enter into any new agreement with respect to its capital stock. 



6.11 Line of Business. Party B will not engage (directly or indirectly) in any
business other than those types of business prescribed within the business scope
of Party B's business license except with the prior written consent of Party A.




7. TERM AND TERMINATION 



7.1 This Agreement shall take effect on the date of execution of this Agreement
and shall remain in full force and effect unless terminated pursuant to Clause
7.2. 



7.2 This Agreement may be terminated: 



            7.2.1
by either Party giving written notice to the other Party if the other Party has
committed a material breach of this Agreement (including but not limited to the
failure by Party B to pay the Consulting Services Fee) and such breach, if capable
of remedy, has not been so remedied within, in the case of breach of a non-financial
obligation, 14 days, following receipt of such written notice; 






 







            7.2.2
either Party giving written notice to the other Party if the other Party becomes
bankruptcy or insolvent or is the subject of proceedings or arrangements for liquidation
or dissolution or ceases to carry on business or becomes unable to pay its debts
as they come due; 



            7.2.3by
either Party giving written notice to the other Party if, for any reason, the
operations of Party A are terminated; 



            7.2.4
by either Party giving written notice to the other Party if the business license
or any other license or approval material for the business operations of Party
B is terminated, cancelled or revoked; 



            7.2.5
by either Party giving written notice to the other Party if circumstances arise
which materially and adversely affect the performance or the objectives of this
Agreement; or 7.2.6 by election of Party A with or without reason. 



7.3 Any Party electing properly to terminate this Agreement pursuant to Clause
7.2 shall have no liability to the other Party for indemnity, compensation or
damages arising solely from the exercise of such right. The expiration or termination
of this Agreement shall not affect the continuing liability of Party B to pay
any Consulting Services Fees already accrued or due and payable to Party A. Upon
expiration or termination of this Agreement, all amounts then due and unpaid to
Party A by Party B hereunder, as well as all other amounts accrued but not yet
payable to Party A by Party B, shall forthwith become due and payable by Party
B to Party A. 



8. PARTY B'S REMEDY UPON PARTY A'S BREACH 



In addition to the remedies provided elsewhere under this Agreement, Party A shall
be entitled to remedies permitted under PRC laws, including without limitation
compensation for any direct and indirect losses arising from the breach and legal
fees incurred to recover losses from such breach. 



9. AGENCY 



The Parties are independent contractors, and nothing in this Agreement shall be
construed to constitute either Party to be the agent, Partner, legal representative,
attorney or employee of the other for any purpose whatsoever. Neither Party shall
have the power or authority to bind the other except as specifically set out in
this Agreement. 



10. GOVERNING LAW AND JURISDICTION 



10.1 Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the PRC. 



10.2 Arbitration. Any dispute arising from, out of or in connection with this
Agreement shall be settled through friendly consultations between the Parties.
Such consultations shall begin immediately after one Party has delivered to the
other Party a written request for such consultation. If within ninety (90) days
following the date on which such notice is given, the dispute cannot be settled
through consultations, the dispute shall, upon the request of any Shareholder
with notice to the other Party, be submitted to arbitration in China under the
auspices of China International Economic and Trade Arbitration Commission (the
"CIETAC"). The Parties shall jointly appoint a qualified interpreter for the arbitration
proceedings and shall be responsible for sharing in equal portions the expenses
incurred by such appointment. 






 







 10.3 Number and Selection of Arbitrators.
There shall be three (3) arbitrators. Party B shall select one (1) arbitrator
and Party A shall select one (1) arbitrator, and both arbitrator shall be selected
within thirty (30) days after giving or receiving the demand for arbitration.
Such arbitrators shall be freely selected, and the Parties shall not be limited
in their selection to any prescribed list. The chairman of the CIETAC shall select
the third arbitrator. If a Party does not appoint an arbitrator who has consented
to participate within thirty (30) days after the selection of the first arbitrator,
the relevant appointment shall be made by the chairman of the CIETAC. 



10.4 Language. Unless otherwise provided by the arbitration rules of CIETAC, the
arbitration proceeding shall be conducted in English. The arbitration tribunal
shall apply the arbitration rules of the CIETAC in effect on the date of the signing
of this Agreement. However, if such rules are in conflict with the provisions
of this Clause, including the provisions concerning the appointment of arbitrators,
the provisions of this Clause shall prevail. 



10.5 Cooperation; Disclosure. Each Party shall cooperate with the other Party
in making full disclosure of and providing complete access to all information
and documents requested by the other Party in connection with such proceedings,
subject only to any confidentiality obligations binding on such Parties. 



10.6 Jurisdiction. Judgment upon the award rendered by the arbitration may be
entered into by any court having jurisdiction, or application may be made to such
court for a judicial recognition of the award or any order of enforcement thereof.




10.7 Continuing Obligations. During the period when a dispute is being resolved,
the Parties shall in all other respects continue their implementation of this
Agreement. 



11. ASSIGNMENT 



No part of this Agreement shall be assigned or transferred by either Party without
the prior written consent of the other Party. Any such assignment or transfer
shall be void. Party A, however, may assign its rights and obligations hereunder
to an Affiliate. 



12. NOTICES 



Notices or other communications required to be given by any party pursuant to
this Agreement shall be written in English and Chinese and delivered personally
or sent by registered mail or postage prepaid mail or by a recognized courier
service or by facsimile transmission to the address of relevant each party or
both parties set forth below or other address of the party or of the other addressees
specified by such party from time to time. The date when the notice is deemed
to be duly served shall be determined as the follows: (a) a notice delivered personally
is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly
served the tenth (10th) day after the date when the air registered mail with postage
prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day
after the delivery date to the internationally recognized courier service agency;
and (c) a notice sent by facsimile transmission is deemed duly served upon the
receipt time as is shown on the transmission confirmation of relevant documents.





	Party A: 	 SKY ACHIEVE HOLDING LIMITED 
	Address: 	Suite 1706, 17/F, Tower 1, China Hong Kong
      City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong 
	 	 
	Fax: 	852-27890488 
	Phone: 	852-23981826 










	Party B: 	Beijing Guoqiang Global Science Technology
      Development Limited 
	Address: 	3, Xijing Road, High Tech Park, Badachu, Shijingshan
      District, Building 1 and STE 106C, Beijing China, 100081 
	 	 
	Fax: 	86-010-62165587 
	Phone: 	86-010-62165587 
	 	 




13. GENERAL 



13.1 The failure to exercise or de]ay in exercising a right or remedy under this
Agreement shall not constitute a waiver of the right or remedy or waiver of any
other rights or remedies and no single or partial exercise of any right or remedy
under this Agreement shall prevent any further exercise of the right or remedy
or the exercise of any other right or remedy. 



13.2 Should any Clause or any part of any Clause contained in this Agreement be
declared invalid or unenforceable for any reason whatsoever, all other Clauses
or parts of Clauses contained in this Agreement shall remain in full force and
effect. 



13.3 This Agreement constitutes the entire agreement between the Parties relating
to the subject matter of this Agreement and supersedes all previous agreements.




13.4 No amendment or variation of this Agreement shall be valid unless it is in
writing and signed by or on behalf of each of the Parties. 



13.5 This Agreement shall be executed in two originals in English. 






 [SIGNATURE PAGE FOLLOWS] 






 

  

  

  







  
 SIGNATURE PAGE





            IN
WITNESS WHEREOF both parties hereto have caused this Agreement to be duly
executed by their legal representatives and duly authorized representatives on
their behalf as of the date first set forth above. 







PARTY A: 



SKY ACHIEVE HOLDING LIMITED 



By:     /s/ Youhua Yu                               



Name: YOUHUA YU 



Title: Chairman 







PARTY B: 



Beijing Guoqiang Global Science Technology Development Limited 



By:    /s/ Kun Liu                                       



Name: KUN LIU 



Title: Chairman