PI Services, Inc. - Exhibit 10-d






OPERATING AGREEMENT 

  (English Translation)



             This
Operating Agreement (this "Agreement") is dated 01/05/2010and is entered into
between and among SKY ACHIEVE HOLDING LIMITED, a company incorporated under the
laws of British Virgin Islands (Party A), located at Suite 1706, 17/F,Tower 1,
China Hong Kong City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong and Beijing
Guoqiang Global Science 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, and each of the shareholders of
Party B listed on Appendix 1 ("Shareholders"). Party A, Party B, Chairman and
Shareholders are collectively referred to 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 Chairman is the chairman and a shareholder
      of Party B; the Shareholders are shareholders of Party B. Chairman and Shareholders
      collectively own over 100% of the equity interests of Party B; 
	 	 
	4. 	Party A has established a business relationship
      with Party B by entering into the "Consulting Services Agreement" (hereinafter
      referred to as the "Services Agreement"); 
	 	 
	5. 	Pursuant to the above-mentioned agreement between
      Party A and Party B, Party B shall pay certain consulting fees to Party
      A. 
	 	 
	6. 	The Parties are entering into this Agreement
      define and clarify the relationship between Party A and Party B, relating
      to Party B's operations. 




              NOW
THEREFORE, all parties of this Agreement hereby mutually agree as follows:





	1. 	Party A agrees, subject to the satisfaction
      of the relevant provisions by Party B herein, as the guarantor for Party
      B in the contracts, agreements or transactions in connection with Party
      B's operation between Party B and any other third party, to provide full
      guarantee for the performance of such contracts, agreements or transactions
      by Party B. Party B agrees, as a counter-guarantee, to pledge all of its
      assets, including accounts receivable, to Party A. According to the aforesaid
      guarantee, Party A wishes to enter into written guarantee agreements with
      Party B's counter-parties thereof to assume liability as the guarantor when
      and if needed; therefore, Party B, the Chairman and Shareholders shall take
      all necessary actions (including but not limited to executing and delivering
      relevant documents and filing of relevant registrations) to carry out the
      arrangement of counter-guarantee to Party A. 


 




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	2. 	In consideration of the requirement of Article
      1 herein and assuring the performance of the various operation agreements
      between Party A and Party B and the payment of the payables accounts by
      Party B to Party A, Party B together with the Chairman and the Shareholders
      hereby jointly agree that Party B shall not conduct any transaction which
      may materially affects its assets, obligations, rights or the operations
      of Party B (excluding the business contracts, agreements, sell or purchase
      assets during Party B's regular operation and the lien obtained by relevant
      counter parties due to such agreements) prior written consent of Party A,
      including but not limited to the following: 

      

      2.1 To borrow money from any third party or assume any debt; 

      

      2.2 To sell, license, transfer, or acquire from or to any third party any
      asset or right, including but not limited to any intellectual property right;
      

      

      2.3 To provide any guarantees to any third parties using its assets or intellectual
      property rights; 

      

      2.4 To assign to any third party and of its business agreements. 
	 	 
	3. 	In order to ensure the performance of the various
      operational agreements between Party A and Party B and the payment of the
      various payables by Party B to Party A, Party B together with the Chairman
      and the Shareholders hereby jointly agree to accept, from time to time,
      advice regarding corporate policy advise provided by Party A in connection
      with company's daily operations, financial management and the employment
      and dismissal of the company's employees. 
	 	 
	4. 	Party B together with the Chairman and the
      Shareholders hereby jointly agree that the Chairman and the Shareholders
      shall appoint the person recommended by Party A as the directors of Party
      B, and Party B shall appoint Party A's senior managers as Party B's General
      Manager, Chief Financial Officer, and other senior officers. If any of the
      above senior officers leaves or is dismissed by Party A, he or she will
      lose the qualification to take any position in Party B and Party B shall
      appoint other senior officers of Party A recommended by Party A to take
      such position. The person recommended by Party A in accordance with this
      Article herein should comply with the stipulation on the qualifications
      of directors, General Manager, Chief Financial Officer, and other senior
      officers pursuant to applicable law. 







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	5. 	Party B together with the Chairman and the
      Shareholders hereby jointly agree and confirm that Party B shall seek the
      guarantee from Party A first if it needs any guarantee for its performance
      of any contract or loan of flow capital in the course of operation. In such
      case, Party A shall have the right but not the obligation to provide the
      appropriate guarantee to Party B on its own discretion. If Party A decides
      not to provide such guarantee, Party A shall issue a written notice to Party
      B immediately and Party B shall seek a guarantee from other third party.
      
	 	 
	6. 	In the event that any of the agreements between
      Party A and Party B terminates or expires, Party A shall have the right
      but not the obligation to terminate all agreements between Party A and Party
      B including but not limited to the Services Agreement. 
	 	 
	7. 	Any amendment and supplement of this Agreement
      shall be made in writing. The amendment and supplement duly executed by
      all parties shall be deemed as a part of this Agreement and shall have the
      same legal effect as this Agreement. 
	 	 
	8. 	If any clause hereof is judged as invalid or
      non-enforceable according to applicable laws, such clause shall be deemed
      invalid only with respect to the affected clauses, and without affecting
      other clauses hereof in any way. 
	 	 
	9. 	Party B shall not assign its rights and obligations
      under this Agreement to any third party without the prior written consent
      of Party A. Party B hereby agrees that Party A may assign its rights and
      obligations under this Agreement at its discretion and such transfer shall
      only be subject to a written notice sent to Party B by Party A, and no any
      further consent from Party B will be required. 
	 	 
	10. 	All parties acknowledge and confirm that any
      oral or written materials communicated pursuant to this Agreement are confidential
      documents. All parties shall keep secret of all such documents and not disclose
      any such documents to any third party without prior written consent (except
      the written consent of the Shareholders shall not be required) from other
      parties except under the following conditions: (a) such documents are known
      or shall be known by the public (excluding the receiving party discloses
      such documents to the public without authorization); (b) any documents disclosed
      in accordance with applicable laws or rules or regulations of stock exchange;
      (c) any documents required to be disclosed by any party to its legal counsel
      or financial consultant for the purpose of the transaction of this Agreement
      by any party, and such legal counsel or financial consultant shall also
      comply with the confidentiality as stated hereof. Any disclosure by employees
      or agencies employed by any party shall be deemed the disclosure of such
      party and such party shall assume the liabilities for its breach of contract
      pursuant to this Agreement. This Article shall survive termination of this
      Agreement. 
	 	 
	11. 	This Agreement shall be governed by and construed
      in accordance with the laws of the PRC. 







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	12. 	The parties shall strive to settle any dispute
      arising from the interpretation or performance of 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 in accordance with its
      rules of CIETAC. The arbitration proceedings shall take place in Beijing
      and shall be conducted in Chinese. Any resulting arbitration award shall
      be final and conclusive and binding upon all the parties. 
	 	 
	13. 	This Agreement shall be executed by a duly
      authorized representative of each party as of the date first written above
      and become effective simultaneously. 
	 	 
	14. 	Notwithstanding Article 13 hereof, the parties
      confirm that this Agreement shall constitute the entire agreement of the
      Parties with respect to the subject matters therein and supersedes and replaces
      all prior or contemporaneous verbal and written agreements and understandings.
      
	 	 
	15. 	The term of this agreement is ten (10) years
      unless early termination occurs in accordance with relevant provisions herein
      or in any other relevant agreements reached by all parties. This Agreement
      may be extended only upon Party A's written confirmation prior to the expiration
      of this Agreement and the extended term shall be determined by the Parties
      hereto through mutual consultation. During the aforesaid term, if Party
      A or Party B is terminated at expiration of the operation term (including
      any extension of such term) or by any other reason, this Agreement shall
      be terminated upon such termination of such party, unless such party has
      already assigned its rights and obligations in accordance with Article 9
      hereof. 
	 	 
	16. 	This Agreement shall be terminated on the expiration
      date unless it is renewed in accordance with the relevant provision herein.
      During the valid term of this Agreement, Party B shall not terminate this
      Agreement. Notwithstanding the above stipulation, Party A shall have the
      right to terminate this Agreement at any time by issuing a thirty (30) days
      prior written notice to Party B. 
	 	 
	17. 	This Agreement has been executed in duplicate
      originals, each Party has received one (1) duplicate original, and all originals
      shall be equally valid. 
	 	 
	 	 
	 	 
	 	 
	 	
      [SIGNATURE PAGE FOLLOWS] 

    
	 	 







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 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. 







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 







CHAIRMAN: 



   /s/ Youhua Yu                      

YOU HUA, YU  




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 SIGNATURE PAGE FOR SHAREHOLDERS







SHAREHOLDERS: Kun Liu 






[SIGNATURES PAGES FOR SHAREHOLDERS FOLLOWS]







By:    /s/ Kun Liu                     



Name: KUN LIU 












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