PI Services, Inc. - Exhibit 10-e







EQUITY PLEDGE AGREEMENT

  (English Translation) 



            This Equity
Pledge Agreement (hereinafter this "Agreement") is dated 01/05/2010, and is entered
into between SKY ACHIEVE HOLDING LIMITED, a company incorporated under the laws
of British Virgin Islands ("Pledgee"), and each of the shareholders of Party B
listed on Appendix 3 and the signature pages hereto (collectively, the "Pledgors"),
a company with joint stock limited liability registered in Beijing, China. 



 
 RECITALS 

 

              1.
The Pledgee, a joint stock limited liability company registered in British Virgin
Islands, has been licensed by the British Virgin Islands relevant government authority
to carry on the business of business consulting. (Except the items not obtained
the specified approval). 



            2. Each
Pledgors are the citizens of PRC. The Pledgors collectively own over 100% of the
outstanding equity interests of Beijing Guoqiang Global Science Technology Development
Limited. (BGGSTDL). 



            3. Pledgee
and BGGSTDL executed a Consulting Services Agreement (hereinafter "Consulting
Services Agreement" or "Services Agreement") concurrently herewith, and such agreement
has a term of 10 years. Based on this agreement, BGGSTDL shall pay technical consulting
and service fees (hereinafter the "Consulting Services Fees" or "Services Fees")
to Pledgee for offering consulting and related services. 



            4. In
order to ensure that BGGSTDL will perform its obligations under the Consulting
Services Agreement, and the Pledgee can normally collect the Consulting Services
Fees from BGGSTDL, the Pledgors agree to pledge all their equity interest in BGGSTDL
as security for the performance of the obligations of BGGSTDL under the Consulting
Services Agreement and the payment of Consulting Services Fees under such agreement.




            NOW
THEREFORE, the Pledgee, BGGSTDL and the Pledgors through mutual negotiations
hereby enter into this Agreement based upon the following terms: 



1. Definitions and Interpretation. Unless otherwise provided in this Agreement,
the following terms shall have the following meanings: 



            1.1 "Pledge"
refers to the full content of Section 2 hereunder. 



            1.2 "Equity
Interest" refers to all the equity interest in BGGSTDL legally held by the Pledgors.




            1.3 "Term
of Pledge" refers to the period provided for under Section 3.2 hereunder. 



            1.4 "Event
of Default" refers to any event in accordance with Section 7.1 hereunder. 



            1.5 "Notice
of Default" refers to the notice of default issued by the Pledgee in accordance
with this Agreement. 



  







2. Pledge. The Pledgors agree to pledge their equity interest in BGGSTDL to the
Pledgee ("Pledged Collateral") as a security for the obligations of BGGSTDL under
the Consulting Services Agreement. Pledge under this Agreement refers to the rights
owned by the Pledgee, who shall be entitled to a priority in receiving payment
by the evaluation or proceeds from the auction or sale of the equity interest
pledged by the Pledgors to the Pledgee. 



3. Term of Pledge. 



                        3.1
The Pledge shall take effect as of the date when the equity interest under this
Agreement is recorded in the Register of Shareholder of BGGSTDL. The term of the
Pledge shall be for two (2) years after the obligations under the Consulting Services
Agreement will have been fulfilled. The parties agree that, if situations allow,
they will use their best efforts to register the pledge with the competent Administration
for Industry and Commerce at the registration venue of BGGSTDL. 



                        3.2
During the term of the Pledge, the Pledgee shall be entitled to vote, control,
sell, or dispose of the pledged assets in accordance with this Agreement in the
event that Pledgors do not perform their obligation under the Consulting Services
Agreement and BGGSTDL fails to pay exclusive technology consulting service fee
in accordance with the Consulting Services Agreement. 



4. Physical Possession of Documents. 



                        4.1
During the term of Pledge under this Agreement, the Pledgors shall deliver the
physical possession of their certificates representing shares of capital stock
of BGGSTDL ("Share Certificates") to the Pledgee within one (1) week as of the
date of conclusion of this Agreement. 



                        4.2
The Pledgee shall be entitled to collect the dividends for the equity interest.




                        4.3
The Pledge under this Agreement will be recorded in the Register of Shareholders
of BGGSTDL. 



5. Representation and Warranties of Pledgors. 



            5.1 The
Pledgors are the legal owners of the equity interest pledged. 



            5.2 The
Pledgors have not pledged the equity interest to any other party, and or the equity
interest is not encumbered to any other person except for the Pledgee. 



6. Covenants of Pledgors. 



            6.1 During
the effective term of this Agreement, the Pledgors promise to the Pledgee for
its benefit that the Pledgors shall: 



                                    6.1.1
Not transfer or assign the equity interest, create or permit to create any pledges
which may have an adverse effect on the rights or benefits of the Pledgee without
prior written consent from the Pledgee; 






 







                                    6.1.2
Comply with and implement laws and regulations with respect to the pledge of rights;
present to the Pledgee the notices, orders or suggestions with respect to the
Pledge issued or made by the competent authority within five (5) days upon receiving
such notices, orders or suggestions; and comply with such notices, orders or suggestions;
or object to the foregoing matters at the reasonable request of the Pledgee or
with consent from the Pledgee; 



                                    6.1.3
Timely notify the Pledgee of any events or any received notices which may affect
the Pledgor's equity interest or any part of its right, and any events or any
received notices which may change the Pledgor's any warranty and obligation under
this Agreement or affect the Pledgor's performance of its obligations under this
Agreement. 



            6.2 The
Pledgors agree that the Pledgee's right to the Pledge obtained from this Agreement
shall not be suspended or inhibited by any legal procedure launched by the Pledgor
or any successors of the Pledgor or any person authorized by the Pledgor or any
such other person. 



            6.3 The
Pledgors promise to the Pledgee that in order to protect or perfect the security
for the payment of the Services Fees, the Pledgors shall execute in good faith
and cause other parties who have interests in the pledge to execute all the title
certificates, contracts, and perform actions and cause other parties who have
interests to take action, as required by the Pledgee; and make access to exercise
the rights and authorization vested in the Pledgee under this Agreement. 



            6.4 The
Pledgors promise to the Pledgee that they will execute all amendment documents
(if applicable and necessary) in connection with any transfer of the Share Certificates
with the Pledgee or its designated person (natural person or a legal entity),
and provide the notice, order and decision to the Pledgee by who considers to
be necessary within reasonable time. 



            6.5 The
Pledgors promise to the Pledgee that they will comply with and perform all the
guarantees, covenants, warranties, representations and conditions for the benefits
of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee
for the reasons that the Pledgors do not perform or fully perform their guarantees,
covenants, warranties, representations and conditions. 



7. Events Of Default. 



            7.1 The
following events shall be regarded as the events of default: 



                                    7.1.1
This Agreement is deemed illegal by a governing authority in the PRC, or the Pledgor
is not capable of continuing to perform the obligations herein due to any reason
except force majeure; 



                                    7.1.2
BGGSTDL fails to make full payment of the Services Fees as scheduled under the
Service Agreement; 



                                    7.1.3
A Pledgor makes any material misleading or mistaken representations or warranties
under Section 5 herein, and/or the Pledgor breaches any warranties under Section
5 herein; 



                                    7.1.4
A Pledgor breaches the covenants under Section 6 herein; 



                                    7.1.5
A Pledgor breaches the term or condition herein; 






 







                                     7.1.6
A Pledgor waives the pledged equity interest or transfers or assigns the pledged
equity interest without prior written consent from the Pledgee; 



                                    7.1.7
BGGSTDL is incapable of repaying the general debt or other debt; 



                                    7.1.8
The property of the Pledgor is adversely affected causing the Pledgee to believe
that the capability of the Pledgor to perform the obligations herein is adversely
affected; 



                                    7.1.9
The successors or agents of the BGGSTDL are only able to perform a portion of
or refuse to perform the payment obligations under the Service Agreement; 



                                    7.1.10
The breach of the other terms by action or inaction under this agreement by the
Pledgor. 



            7.2 The
Pledgor shall immediately give a written notice to the Pledgee if the Pledgor
is aware of or discovers that any event under Section 7.1 herein or any event
that may result in the foregoing events has occurred or is likely to occur. 



            7.3 Unless
the event of default under Section 7.1 herein has been solved to the Pledgee's
satisfaction, the Pledgee, at any time when the event of default occurs or thereafter,
may give a written notice of default to the Pledgor and require the Pledgor to
immediately make full payment of the outstanding Service Fees under the Service
Agreement and other payables or exercise other rights in accordance with Section
8 herein. 



8. Exercise of Remedies. 



            8.1 Authorized
Action by Secured Party. The Pledgors hereby irrevocably appoint Pledgee the attorney-in-fact
of the Pledgors for the purpose of carrying out the security provisions of this
Agreement and taking any action and executing any instrument that the Pledgee
may deem necessary or advisable to accomplish the purposes of this Agreement.
If an event of default occurs, or is continuing, Pledgee shall have the right
to exercise the following rights and powers: 



            (a) Collect
by legal proceedings or otherwise and endorse, receive and receipt for all payments,
proceeds and other sums and property now or hereafter payable on or on account
of the Pledged Collateral; 



            (b) Enter
into any extension, reorganization, deposit, merger, consolidation or other agreement
pertaining to, or deposit, surrender, accept, hold or apply other property in
exchange for the Pledged Collateral; 



            (c) Transfer
the Pledged Collateral to its own or its nominee's name; 






 







            (d)
Make any compromise or settlement, and take any action it deems advisable, with
respect to the Pledged Collateral; 



            (e) Notify
any obligor with respect to any Pledged Collateral to make payment directly to
the Pledgee; 



            (f) All
rights of the Pledgors to exercise the voting and other consensual rights it would
otherwise be entitled to exercise without any action or the giving of any notice
shall cease, and all such rights shall thereupon become vested in the Pledgee;




            (g) All
rights of the Pledgors to receive distributions with respect to the Pledged Collateral
which it would otherwise be authorized to receive and retain shall cease and all
such rights shall thereupon become vested in the Pledgee; and 



            (h) The
Pledgors shall execute and deliver to the Pledgee appropriate instruments as the
Pledgee may request in order to permit the Pledgee to exercise the voting and
other rights which it may be entitled to exercise and to receive all distributions
which it may be entitled to receive. 



            The Pledgors
hereby grant to Pledgee an exclusive, irrevocable power of attorney, with full
power and authority in the place and stead of the Pledgors to take all such action
permitted under this Section 8.1. Such power of attorney shall be effective, automatically
and without the necessity of any action (including any transfer of any Pledged
Collateral) by any person, upon the occurrence and continuance of an event of
default. Pledgee shall not have any duty to exercise any such right or to preserve
the same and shall not be liable for any failure to do so or for any delay in
doing so. 



            8.2 Event
of default; Remedies. Upon the occurrence of an event of default, Pledgee may,
without notice to or demand on the Pledgors and in addition to all rights and
remedies available to Pledgee, at law, in equity or otherwise, do any of the following:




            (a) Require
the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting
Services Agreement; 



            (b) Foreclose
or otherwise enforce Pledgee's security interest in any manner permitted by law
or provided for in this Agreement; 



            (c) Sell
or transfer the rights or otherwise dispose of any Pledged Collateral at one or
more public or private sales at Pledgee's place of business or any other place
or places, whether or not such Pledged Collateral is present at the place of sale,
for cash or credit or future delivery, on such terms and in such manner as Pledgee
may determine; 



            (d) Terminate
this Agreement pursuant to Section 11. 



            (e) Personally,
or by agents or attorneys, immediately take possession of the Pledged Collateral
or any part thereof, from the Pledgors or any other person who then has possession
of any part thereof with or without notice or process of law; 



            (f) Demand,
sue for, collect or receive any money or property at any time payable or receivable
in respect of the Pledged Collateral; 

 




 







            (g)
Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer
or otherwise liquidate the Pledged Collateral or any part thereof, and take possession
of the proceeds of any such sale or liquidation; 



            (h) Exercise
any and all rights as beneficial and legal owner of the Pledged Collateral, including,
without limitation, perfecting assignment of and exercising any and all voting,
consensual and other rights and powers with respect to any Pledged Collateral;
and 



            (i) All
the rights and remedies of a secured party upon default under applicable law.




            8.3 The
Pledgee shall give a notice of default to the Pledgors when the Pledgee exercises
its remedies under this Agreement. 



            8.4 Subject
to Section 7.3, the Pledgee may exercise its remedies under this Agreement at
any time after the Pledgee gives a notice of default in accordance with Section
7.3 or thereafter. 



            8.5 The
Pledgee is entitled to a priority in receiving payment by the evaluation or proceeds
from the auction or sale of whole or part of the equity interest pledged herein
in accordance with legal procedure until the unpaid Services Fees under the Services
Agreement are repaid. 



            8.6 The
Pledgor shall not hinder the Pledgee from exercising its rights in accordance
with this Agreement and shall give necessary assistance so that the Pledgee may
exercise its rights in full. 



9. Assignment. 



            9.1 The
Pledgors shall not donate or transfer rights and obligations herein without prior
consent from the Pledgee. 



            9.2 This
Agreement shall be binding upon each of the Pledgors and his, her or its successors
and be binding on the Pledgee and his each successor and assignee. 



            9.3 The
Pledgee may transfer or assign his all or any rights and obligations under the
Service Agreement to any individual specified by it (natural person or legal entity)
at any time. In this case, the assignee shall enjoy and undertake the same rights
and obligations herein of the Pledgee as if the assignee is a party hereto. When
the Pledgee transfers or assigns the rights and obligations under the Service
Agreement, and such transfer shall only be subject to a written notice serviced
to Pledgors, and at the request of the Pledgee, the Pledgors shall execute the
relevant agreements and/or documents with respect to such transfer or assignment.




            9.4 After
the Pledgee's change resulting from the transfer or assignment, the new parties
to the pledge shall execute a new pledge contract. 



10. Effectiveness and Term. The agreement is effective as of the date first set
forth above and from the date when the pledge is recorded on the Register of Shareholders
of BGGSTDL. This Agreement will replace the Original Equity Pledge Agreement upon
its effectiveness. 



11. Termination. This Agreement shall not be terminated until the service fees
under the Consulting Services Agreement are paid off and the Pledgors will not
undertake any further obligations under the Service Agreement, and the Pledgee
shall cancel or terminate this Agreement within reasonable time as soon as practicable.







 







12. Formalities, Fees and Other Charges. 



            12.1 The
Pledgors shall be responsible for all the fees and actual expenses in relation
to this Agreement including but not limited to legal fees, cost of production,
stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes
in accordance with the laws, the Pledgors shall fully indemnify the Pledgee such
taxes paid by the Pledgee. 



            12.2 The
Pledgors shall be responsible for all the fees (including but not limited to any
taxes, formalities fees, management fees, litigation fees, attorney's fees, and
various insurance premiums in connection with disposition of Pledge) incurred
by the Pledgors for the reason that the Pledgors fail to pay any payable taxes,
fees or charges for other reasons which cause the Pledgee to recourse by any means
or ways. 



13. Force Majeure. 



            13.1 "Force
Majeure," shall include but not be limited to acts of governments, acts of nature,
fire, explosion, typhoon, flood, earthquake, tide, lightning, war, refers to any
unforeseen events beyond the party's reasonable control and cannot be prevented
with reasonable care. However, any shortage of credit, capital or finance shall
not be regarded as an event beyond a Party's reasonable control. The affected
party by Force Majeure shall notify the other party of such event resulting in
exemption promptly. 



            13.2 In
the event that the affected party is delayed in or prevented from performing its
obligations under this Agreement by Force Majeure, only within the scope of such
delay or prevention, the affected party will not be responsible for any damage
by reason of such a failure or delay of performance. The affected party shall
take appropriate means to minimize or remove the effects of Force Majeure and
attempt to resume performance of the obligations delayed or prevented by the event
of Force Majeure. After occurrence of an event of Force Majeure, when such event
or condition ceases to exist, both parties agree to resume the performance of
this Agreement with their best efforts. 



14. Confidentiality. The parties of this agreement acknowledge and make sure that
all the oral and written materials exchanged relating to this contract are confidential.
All the parties have to keep them confidential and can not disclose them to any
other third party without other parties' prior written approval, unless: (a) the
public know and will know the materials (not because of the disclosure by any
contractual party); (b) the disclosed materials are required by laws or stock
exchange rules; or (c) materials relating to this transaction are disclosed to
parties' legal consultants or financial advisors, however, who have to keep them
confidential as well. Disclosure of confidential information by Employees or hired
institutions of the parties is deemed as the act by the parties, therefore, subjecting
them to liability. 



15. Dispute Resolution. 



            15.2 This
Agreement shall be governed by and construed in accordance with the PRC law. 



            15.3 The
parties shall strive to settle any dispute arising from the interpretation or
performance, or in connection with this Agreement through friendly consultation.
In case no settlement can be reached through consultation, each party can submit
such matter to China International Economic and 






 







 Trade Arbitration Commission ("CIETAC")
for arbitration. The arbitration shall follow the current rules of CIETAC, and
the arbitration proceedings shall be conducted in Chinese and shall take place
in Beijing. Any resulting arbitration award shall be final and binding upon the
parties. 



16. Notices. Any notice which is given by the parties hereto for the purpose of
performing the rights and obligations hereunder shall be in writing. Where such
notice is delivered personally, the time of notice is the time when such notice
actually reaches the addressee; where such notice is transmitted by facsimile,
the notice time is the time when such notice is transmitted. If such notice does
not reach the addressee on business date or reaches the addressee after the business
time, the next business day following such day is the date of notice. The delivery
place is the address first written above of the parties hereto or the address
advised in writing including via facsimile from time to time. 



17. Entire Contract. All Parties agree that this Agreement constitute the entire
agreement of the Parties with respect to the subject matter therein upon its effectiveness
and supersedes and replaces all prior oral and/or written agreements and understandings
relating to this Agreement. 



18. Severability. Any provision of this Agreement which is invalid or unenforceable
because of inconsistent with the relevant laws shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability, without affecting
in any way the remaining provisions hereof. 



19. Appendices. The appendices to this Agreement are entire and integral part
of this Agreement. 



20. Amendment or Supplement. 



            20.1 Parties
may amend and supply this Agreement with a written agreement, provided that such
amendment shall be duly executed and signed by the Pledgee, BGGSTDL, and holders
of a majority of the shares of BGGSTDL held by the Pledgors, and such amendment
shall thereupon become a part of this Agreement and shall have the same legal
effect as this Agreement. 



            20.2 This
agreement and any amendments, modification, supplements, additions or changes
hereto shall be in writing and come into effect upon being executed and sealed
by the parties hereto. 



21. Copies of the Agreement. This Agreement is executed by the Parties in counterparts,
each Party holds one counterpart, and each original has the same legal effect.







 [SIGNATURE PAGE FOLLOWS] 






 

  

  

  







  
 SIGNATURE PAGE





            IN
WITNESS WHEREOF each party hereto has caused this Agreement duly executed
by itself or a duly authorized representative on its behalf as of the date first
written above.







PLEDGEE: 



SKY ACHIEVE HOLDING LIMITED 



By:     /s/ Youhua Yu                               



Name: YOUHUA YU 



Title: Chairman 







BGGSTDL: 



Beijing Guoqiang Global Science Technology Development Limited 



By:    /s/ Kun Liu                                       



Name: KUN LIU 



Title: Chairman 













 
 

  

  

  







  
 





  
 PLEDGORS SIGNATURE PAGE 







PLEDGORS: Kun Liu 





 
[SIGNATURES PAGE FOR PLEDGOR SHAREHOLDERS
  FOLLOWS] 







By:    /s/ Kun Liu                     



Name: KUN LIU