PI Services, Inc. - Exhibit 10-b











____________________________________ 

  

  SHARE EXCHANGE AGREEMENT 

  _____________________________________ 

  

  Between 

  

  PI SERVICES, INC. 

  

  and 

  

  SKY ACHIEVE HOLDINGS LIMITED 

  

  BEIJING GUOQIANG GLOBAL SCIENCE & TECHNOLOGY DEVELOPMENT CO., LTD 

  

  

  March 4, 2010 











             
THIS SHARE EXCHANGE AGREEMENT ("Agreement") is made and entered into as
of March 4, 2010, by and among PI SERVICES, INC., a Nevada corporation ("PI
Services") and SKY ACHIEVE HOLDINGS LIMITED, a British Virgin Islands limited
liability corporation (the "Company" or "Sky Achieve"), ,BEIJING
GUOQIANG GLOBAL SCIENCE & TECHNOLOGY DEVELOPMENT CO., LTD. ("Beijing Guoqiang"),
a company organized under the laws of The People's Republic of China (Sky Achieve
and Beijing Guoquiang collectively referred to as the "Companies") and Kun Liu
and Youhua Yu, the Shareholders of Sky Achieve (collectively as "Sky Achieve
Shareholders"). 



             
 WHEREAS, the respective Boards of Directors of PI Services and
the Company have determined that the share exchange between the two companies
(the "Share Exchange"), upon the terms and subject to the conditions set forth
in this Agreement, would be fair and in the best interests of their respective
shareholders, and such Boards of Directors have approved such Share Exchange,




             
 WHEREAS, pursuant to the Share Exchange, Sky Achieve Shareholders
shall transfer and assign to PI Services one hundred percent (100%) of the issued
and outstanding stock of Sky Achieve and PI Services shall issue to Sky Achieve's
shareholders, as Share Exchange Consideration (as defined in Section 2.01), 42,134,020
shares of Common Stock of PI Services, which shall constitute ninety-five percent
(95%) of the issued and outstanding total shares of PI Services' Common Stock
("PI Services Common Stock") immediately after the Share Exchange, [on
a fully-diluted basis], and whereby the stockholders of PI Services (as determined
immediately preceding the Share Exchange) shall retain the remaining 2,217,580
shares (five percent (5%)) of PI Services Common Stock, provided, however, that
such five percent of PI Services Company Stock includes the 443,516 shares of
PI Services Common Stock purchased in connection with the Stock Purchase Agreement
(as defined below); 



             
 WHEREAS, pursuant to the terms of a Stock Purchase Agreement between
Kun Liu ("Liu"), the chief executive officer of the Companies, and Michael Friess
and Sanford Schwartz , the principal stockholders of PI Services, dated of even
date herewith (the "Stock Purchase Agreement"), Liu purchased an aggregate of
443,516 shares of PI Services Common Stock. 



             
 WHEREAS, the Share Exchange contemplated by this Agreement shall
be subject to, and conditioned on, the closing of the transactions contemplated
by the Stock Purchase Agreement; and 



             
 WHEREAS, upon the closing of the Share Exchange and the transactions
contemplated by the Stock Purchase Agreement, Sky Achieve's shareholders shall
own an aggregate of ninety-six percent (96%) of PI Services Common Stock and the
stockholders of PI Services immediately preceding the Share Exchange shall retain
four percent (4%) of PI Services Common Stock; and 



             
 WHEREAS, the parties hereto desire to make certain representations,
warranties, covenants and agreements in connection with the Share Exchange and
also to prescribe various conditions to the Share Exchange.  






 Page 1 of 29 







             
 NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants and agreements herein contained, and intending
to be legally bound hereby, PI Services and the Companies hereby agree as follows:




ARTICLE I 

  

  THE SHARE EXCHANGE 



             
 SECTION 1.01 The Share Exchange. 



             
 (a) On the Closing Date (defined herein),
Sky Achieve Shareholders shall transfer and assign to PI services all of the issued
and outstanding capital stock of Sky Achieve. Sky Achieve Shareholders represent
and warrant that upon appropriate registration of the transfer of shares with
the government of the British Virgin Islands and delivery to PI Services of all
the documents sufficient to evidence the transfer of ownership, all right, title
and interest in said shares will be transferred to PI Services free of Liens,
claims and encumbrances. 



             
 (b) On the Closing Date, PI Services shall
issue and deliver to Sky Achieve's Shareholders the certificates evidencing the
shares representing the Share Exchange Consideration issued by PI Services as
set forth in Section 2.01, with stock powers duly executed in blank, which shall
be subject to the restrictions thereon as set forth in Section 1.06. 



             
 (c) The parties intend that the exchange
of shares described above shall qualify as a tax-free exchange under Section 351
of the United States Internal Revenue Code. The parties further intend that the
issuance of the Exchange Shares by PI Services to Sky Achieve Shareholders shall
be exempt from the provisions of Section 5 of the Securities Act of 1933 pursuant
to Section 4(2) of said Act. 



             
 SECTION 1.02 The Closing, Termination. 



             
 (a) The Closing of the transactions contemplated
by this Agreement (the "Closing") shall take place in the offices of McLaughlin
& Stern LLP, 260 Madison Avenue, New York, New York 10016 on the 10th day of March,
2010, commencing at 10:00am Eastern Daylight Saving Time (the "Closing Date"),
unless another place or time is mutually agreed upon in writing by the parties,
but in any event no later than April 15, 2010 unless extended by a written agreement
of the parties in writing (the "Termination Date"). 



             
 (b) At the Closing or prior thereto, PI
Services and the Company shall exchange the various certificates, instruments
and such documents referred to in Article VII of this Agreement. 



             
 SECTION 1.03 Directors. At the Closing Date,
the Company shall nominate Kun Liu and two additional Directors as set forth in
Schedule 1.03 to the Board of Directors of the 






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Company and the incumbent Directors of PI Services at the date
thereof shall stay in office Following the Closing, PI Services shall distribute
the Information Statement to PI Services' shareholders with respect to the new
directors to be elected to the Board in accordance with the [Securities Exchange
Act of 1934 (the "Exchange Act")], and ten (10) days after distributing the Information
Statement, PI Services' incumbent directors shall resign. 



             
 SECTION 1.04 Officers.
At the Closing Date, the resignation letters of PI Services' officers shall become
effective, and the persons as set forth on Schedule 1.04 attached hereto, shall
be appointed as officers of PI Services until the earlier of their resignation
or removal or until their respective successors are duly elected and qualified,
as the case may be. With each resignation, the resigning officer shall confirm
in writing that he or she does not owe and is not owed anything by PI Services.




             
 SECTION 1.05 Name
Change; Stockholder Action. As part of the Information Statement to be distributed
pursuant to Section 1.06, PI Services may, at is option, include (i) the amendment
of PI Services' Certificate of Incorporation to change its name to any name as
designated by the Company; and (ii) the approval of a reverse stock split of PI
Services' capital stock on terms acceptable to the Company, which actions shall
be approved by the shareholders and Board of Directors of PI Services; 



             
 SECTION 1.06 Shares
Not Registered. The shares of Common Stock (collectively, the "Shares") issued
by PI Services to Sky Achieve's shareholders, when issued, will not be registered
under the Securities Act of 1933, as amended ("Act"), or the securities laws of
any state or states, but shall be issued in reliance upon the exemptions from
registration provided by Section 4(2) of the Act and/or Rule 505 or 506 of Regulation
D under the Act and under analogous state securities laws, or upon any other such
exemption, on the grounds that the issuance does not involve any public offering.
The shares issued by PI Services will be "restricted securities" as that term
is defined in Rule 144(a) of the General Rules and Regulations under the Act and
must be held indefinitely, unless they are subsequently registered under the Act
or an exemption from the Act's registration requirements is available for their
resale. All certificates evidencing the shares issued by PI Services shall, unless
and until removed in accordance with law, bear a restrictive legend substantially
in the following form: 




	 	"THE SHARES REPRESENTED BY THIS
      CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED
      IN RULE 144 UNDER THE ACT. THESE SHARES MAY NOT BE OFFERED FOR SALE, SOLD
      OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT."
      	 









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ARTICLE II 

  

  EFFECT OF THE SHARE EXCHANGE ON THE CAPITALIZATION OF 

  THE CONSTITUENT ENTITIES 



             
 SECTION
2.01 Effect on Capitalization. As of the Closing Date, by such actions to be taken
by the parties' hereto, or otherwise by virtue of the Share Exchange and without
any action on the part of the holders of Sky Achieve's Common Stock or the holder
of shares of capital stock of PI Services: 



             
              
 (a)
Issuance of PI Services' Common Stock. Subject to this Section 2.01, and subject
to PI Services' capitalization prior to the execution of the Share Exchange as
set forth in Section 4.03, as of the Closing Date, PI Services, upon the prior
authorization of its Board of Directors, shall issue the shareholders of the Company
42,134,020 shares of Common Stock, or ninety five percent (95%) of the total issued
and outstanding Common Stock of PI Services as of Closing, on a fully diluted
basis (referred to as "Share Exchange Consideration"). Subject to the terms as
set forth in this Section 2.01(a), it is further agreed that pursuant to the issuance
of the Share Exchange Consideration by PI Services to Sky Achieve's shareholders,
the stockholders of PI Services (as determined immediately preceding the Share
Exchange) shall retain the remaining five percent (5%) of PI Services Common Stock.







ARTICLE III 

  

  REPRESENTATIONS AND WARRANTIES OF THE COMPANIES 



             
 Each
of the Companies, jointly and severally, represents and warrants to PI Services
and that the statements contained in this Article III are true, correct, and complete
as of the date of this Agreement and will be true and correct as of the Closing
Date. 



             
 SECTION
3.01 Organization. Sky Achieve is a corporation duly organized, validly existing
and in good standing under the laws of the British Virgin Islands and Beijing
Guoqiang is a corporation duly organized, validly existing and in good standing
under the laws of The People's Republic of China and the Companies have all requisite
corporate power and authority to carry on their business as now being conducted,
except where the failure to be so organized, existing and in good standing or
to have such power and authority could not be reasonably expected to (i) prevent
or materially delay the consummation of the Share Exchange, or (ii) have a material
adverse effect on the Companies. Each of the Companies are duly qualified or licensed
to do business and are in good standing in each jurisdiction in which the property
owned, leased or operated by it or the nature of the business conducted by it
makes such qualification or licensing necessary. 



             
 SECTION
3.02 Management Agreements between Sky Achieve and Beijing Guoqiang. The execution,
delivery and performance of the Consulting Services Agreement, Operating Agreement,
Equity Pledge Agreement, Proxy Agreement and Option Agreement 






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(collectively referred as the "Management Agreements") hereby have
been duly authorized by all necessary action on the part of the Companies. The
purpose of the Management Agreements is to transfer to Sky Achieve full responsibility
for the management of Beijing Guoqiang, as well as all of the financial benefits
and liabilities that arise from the business of Beijing Guoqiang. Neither Beijing
Guoqiang nor Sky Achieve has defaulted in any of the Management Agreements, and
all of the Management Agreements remain in full force and effect. 



             
 SECTION
3.03 Capitalization. As of the date of this Agreement, Sky Achieve has 100 shares
are issued and outstanding. As of the date of this Agreement, Sky Achieve's shareholders
and their respective holdings percentages are as set forth on Schedule 3.03 attached
hereto. Sky Achieve's shares are duly authorized, validly issued, fully paid and
nonassessable and not subject to preemptive rights. There are no bonds, debentures,
notes or other indebtedness of the Company having the right to vote (or those
are convertible into, or exchanged for, securities having the right to vote) on
any matters on which shareholders of the Company may vote. There are no securities,
options, warrants, calls, rights, commitments, agreements, arrangements or undertakings
of any kind to which Company is a party or by which either is bound obligating
the Company to issue, deliver or sell, or cause to be issued, delivered or sold,
additional shares in the Company or obligating the Company to issue, grant, extend
or enter into any such security, option, warrant, call, right, commitment, agreement,
arrangement or undertaking. There are no outstanding contractual obligations of
the Company to repurchase, redeem or otherwise acquire any shares of the Company.




             
 SECTION
3.04 Authority. 



             
              
 (a)
Each of the Companies has the requisite power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the consummation by the Company
of the Share Exchange and of the other transactions contemplated hereby have been
duly authorized by all necessary action on the part of the Companies and no other
proceedings on the part of the Company are necessary to authorize this Agreement
or to consummate the transactions so contemplated. This Agreement has been duly
executed and delivered by the Companies and, assuming this Agreement constitutes
a valid and binding obligation of PI Services and constitutes a valid and binding
obligation of the Companies enforceable against the Companies in accordance with
its terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors'
rights generally. 



             
              
 (b)
Sky Achieve's Board of Directors has duly adopted resolutions (i) approving this
Agreement and the Share Exchange, and (ii) determining that the terms of the Share
Exchange is in the best interests of the Company. 



             
              
 (c)
The holders of Sky Achieve's capital stock have executed a written consent adopting
resolutions approving this Agreement and the Share Exchange. 



             
 SECTION
3.05 Consents and Approvals; No Violations. Except for filings, permits, authorizations,
consents and approvals as may be required under, and other applicable 







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requirements of the applicable and relevant laws of the laws of
the British Virgin Islands and the NCL, neither the execution, delivery or performance
of this Agreement by the Company nor the consummation by the Company of the transactions
contemplated hereby will (i) conflict with or result in any breach of any provision
of the Articles of Incorporation of the Companies, (ii) require any filing with,
or permit, authorization, consent or approval of, any federal, state or local
government or any court, tribunal, administrative agency or commission or other
governmental or other regulatory authority or agency, domestic, foreign or supranational
(a "Governmental Entity") (except where the failure to obtain such permits, authorizations,
consents or approvals or to make such filings could not reasonably be expected
to have a material adverse effect on the Companies or prevent or materially delay
the consummation of the Share Exchange), (iii) result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, amendment, cancellation or acceleration)
under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, contract, agreement or other instrument or obligation
to which any of the Companies is a party or by which any of the Companies or its
properties or assets may be bound; or (iv) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to any of the Companies or any
of its properties or assets, except in the case of clauses (iii) or (iv) for violations,
breaches or defaults that could not reasonably be expected to have a material
adverse effect on any of the Companies or prevent or materially delay the consummation
of the Share Exchange. 



             
 SECTION
3.06 Financial Statements. The audited financial statements of Beijing Guoqiang
for the year ended June 30, 2009 and 2008 and unaudited financial statement for
the three months ended September 30,, 2009 have been prepared and the unaudited
financial statements for the six months ended December 31, 2009 (the "Balance
Sheet Date") will have been prepared in accordance with generally accepted accounting
principles consistently applied ("GAAP") with respect thereto throughout the periods
involved as explained in the notes to such financial statements. The Financial
Statements present fairly, in all material respects, as are their respective dates
the financial position of Beijing Guoqiang. Beijing Guoqiang did not have, as
of the date of any such financial statements, except as and to the extent reflected
or reserved against therein, any material liabilities or obligations (absolute
or contingent) which should be reflected therein in accordance with GAAP, and
all assets reflected therein presents fairly the assets of Company in accordance
with GAAP. 



             
 SECTION
3.07 Absence of Certain Changes or Events. Since the Balance Sheet Date, each
of the Companies has conducted its business only in the ordinary course consistent
with past practice, and there has not been any material adverse change with respect
to each of the Companies. 



             
 SECTION
3.08 No Undisclosed Liabilities. As of the Balance Sheet Date, to the best knowledge
of the Companies, the Companies have no liabilities or obligations of any nature,
whether or not accrued, contingent or otherwise, that would be required by GAAP
to be reflected on a balance sheet of the Companies (including the notes thereto).
Since the Balance Sheet Date, except for liabilities or obligations incurred in
the ordinary course of business consistent with past practice, the Companies have
not incurred any liabilities of any nature, whether or not accrued, contingent
or otherwise, that could be reasonably expected to have a material adverse 






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effect on the Companies, or would be required by GAAP to be reflected
on a consolidated balance sheet of the Companies (including the notes thereto).




             
 SECTION
3.09 Benefit Plans. The Companies have no "employee pension benefit plan" (as
defined in Section 3(2) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA")), "employee welfare benefit plan" (as defined in Section
3(1) of ERISA) or other plan, arrangement or policy (written or oral) relating
to stock options, stock purchases, compensation, deferred compensation, bonuses,
severance, fringe benefits or other employee benefits, in each case maintained
or contributed to, or required to be maintained or contributed to, by the Companies
for the benefit of any present or former employee, officer or director (each of
the foregoing, a "Company Benefit Plan"). 



             
 SECTION
3.10 Litigation. There is no material suit, claim, action, proceeding pending
or threatened against any of the Companies, nor is there any investigation against
any of the Companies threatened or pending before any Governmental Entity. None
of the Companies are subject to any outstanding order, judgment, writ, injunction
or decree. 



             
 SECTION
3.11 Permits; Compliance with Law. Each of the Companies holds all permits, licenses,
variances, exemptions, orders and approvals of all governmental entities necessary
for the lawful conduct of its business (the "Company Permits"), except for failures
to hold such permits, licenses, variances, exemptions, orders and approvals that
could not reasonably be expected to have a material adverse effect on any of the
Companies. Each of the Companies is in compliance with the terms of the Company
Permits, except where the failure to comply could not reasonably be expected to
have a material adverse effect on any of the Companies. As of the date of this
Agreement, no investigation, inquiry or review by any Governmental Entity with
respect to any of the Companies is pending or, to the best knowledge of the Company,
threatened, nor has any Governmental Entity indicated an intention to conduct
any such investigation, inquiry or review. 



             
 SECTION
3.12 Tax Matters. Each of the Companies has filed or shall file as of the Closing
Date all of its tax returns required to be filed since inception. All such returns
and reports are accurate and correct in all material respects. Each of the Companies
has no liabilities with respect to the payment of any federal, state, county,
local, or other taxes (including any deficiencies, interest, or penalties) accrued
for or applicable as of the Closing Date, and no deficiency assessment or proposed
adjustment of any such tax return is pending, proposed or contemplated. To the
knowledge of the Companies, none of such income tax returns has been examined
or is currently being examined by any governmental authority and no deficiency
assessment or proposed adjustment of any such return is pending, proposed or contemplated.
There are no outstanding agreements or waivers extending the statutory period
of limitation applicable to any tax return of the Companies. 



             
 SECTION
3.13 Intellectual Property. To the knowledge of the Company' Shareholders, each
of the Companies has full legal right, title and interest in and to all of the
intellectual property utilized in the operation of its business. Neither of the
Companies have received any written notice that the rights of any other person
are violated by the use by the Company of the intellectual property. None of the
intellectual property has ever been declared 








 Page 7 of 29







invalid or unenforceable, or is the subject of any pending or,
to the knowledge of the Company' Shareholders, threatened action for opposition,
cancellation, declaration, infringement, or invalidity, unenforceability or misappropriation
or like claim, action or proceeding. 



             
 SECTION
3.14 Title to Property. Each of the Companies has good and defensible title to
all of its properties and assets, free and clear of all liens, charges and encumbrances,
except liens for taxes not yet due and payable and such liens or other imperfections
of title, if any, as do not materially detract from the value of or interfere
with the present use of the property affected thereby or which could not reasonably
be expected to have a material adverse effect. 



             
 SECTION
3.15 Environmental Matters. The Companies are not aware of nor has ever received
notice of any past or present violations of any environmental laws or any event,
condition, circumstance, activity, practice, incident, action or plan which is
reasonably likely to interfere with or prevent continued compliance with or which
would give rise to any common law or statutory liability, or otherwise form the
basis of any claim, action, suit or proceeding against any of the Companies based
on or resulting from the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, handling, emission, discharge or release into the
environment of any pollutant, contaminant, or hazardous or toxic material or waste.




             
 SECTION
3.16 Validity of the Agreement. This Agreement has been duly executed by the Companies'
Shareholders and constitutes their valid and binding obligation, enforceable in
accordance with its terms except to the extent limited by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws relating to or effecting
generally the enforcement of creditors' rights. The execution and delivery of
this Agreement and the carrying out of its purposes will not result in the breach
of any of the terms or conditions of, or constitute a default under or violate,
the Articles of Association of Sky Achieve and the Article of Incorporation of
Beijing Guoqiang, or any material agreement or undertaking, oral or written, to
which Sky Achieve, Beijing Guoqiang or the Companies' Shareholders are a party
or are bound or may be affected by, nor will such execution, delivery and carrying
out violate any order, writ, injunction, decree, law, rule or regulation of any
court, regulatory agency or other governmental body; and the business now conducted
by the Company can continue to be so conducted after completion of the transaction
contemplated hereby. 




ARTICLE IV 

  

  REPRESENTATIONS AND WARRANTIES OF PI SERVICES 



             
 Each
of PI Services represents and warrants to the Company that the statements contained
in this Article IV are true, correct, and complete as of the date of this Agreement
and will be true and correct as of the Closing Date: 



             
 SECTION
4.1 Organization. PI Services is a corporation duly organized, validly existing
and in good standing under the laws of the State of Nevada, and has all requisite
corporate power and authority to carry on its business as now being conducted
or to have such power and authority could not be reasonably expected to (i) prevent
or materially delay the 






 Page 8 of 29







 consummation of the Share Exchange, or (ii) have a material adverse
effect on PI Services. PI Services is in good standing in each jurisdiction in
which the property owned, leased or operated by it or the nature of the business
conducted by it makes such good standing necessary. 



             SECTION
4.02 Capitalization. The authorized capitalization of PI Services consists of
780,000,000 shares of Common Stock, $0.001 par value, of which 2,217,480 shares
of Common Stock are issued and outstanding; and 20,000,000 shares of preferred
stock, $0.001 par value, are authorized, none of which are issued and outstanding.
All issued and outstanding capital stock of PI Services are legally issued, fully
paid, and non-assessable and not issued in violation of the preemptive or other
right of any person or any federal or state securities laws. There are no dividends
or other amounts due or payable with respect to any of the shares of capital stock
of PI Services, except as disclosed in PI Services' SEC Documents or in this Agreement.
As of the date of this Agreement and as of the Closing Date, there are no outstanding
or authorized options, warrants, purchase rights, subscription rights, conversion
rights, exchange rights, or other contracts or commitments that could require
PI Services to purchase, issue, sell, or otherwise cause to become outstanding
any of their capital stock, outstanding or authorized stock appreciation, phantom
stock, profit participation, or similar rights with respect to PI Services, or
voting trusts, proxies, or other agreements or understandings with respect to
the voting of the capital stock of PI Services. There are no preemptive rights
applicable with respect to PI Services' Common Stock. Prior to the Date of Closing,
PI Services' shareholders shall not have agreed to transfer any of their shares
of Common Stock to any third-party. 



             SECTION
4.04 Authorization. PI Services has all requisite power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated hereby.
The board of directors of PI Services have approved the execution and delivery
of this Agreement and the transactions contemplated by this Agreement including
the Share Exchange in accordance with the applicable Nevada law and with the NCL
and articles of incorporation and bylaws. PI Services has approved the Share Exchange,
and no other corporate proceedings on the part of PI Services are necessary to
authorize the execution, delivery, and performance, and the resolutions approving
such Share Exchange are irrevocable. This Agreement has been duly executed and
delivered by PI Services and constitutes its valid and binding obligations, enforceable
against each of them in accordance with its terms. 



             SECTION
4.05 Consents and Approvals; No Violations. Except for filings, permits, authorizations,
consents and approvals as may be required under the NCL, and except for the filings
required to consummate the Share Exchange and any required Form 8-K, neither the
execution, delivery or performance of this Agreement by PI Services nor the consummation
of the transactions contemplated hereby will: (i) conflict with or result in any
breach of any provision of the Articles of Incorporation or bylaws of PI Services,
(ii) require any filing with, or permit, authorization, consent or approval of,
any Governmental Entity (except where the failure to obtain such permits, authorizations,
consents or approvals or to make such filings could not reasonably be expected
to have a material adverse effect on PI Services or prevent or materially delay
the consummation of the Share Exchange), (iii) result in a violation or breach
of, or constitute (with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, amendment, cancellation or acceleration)
under, any of the terms, conditions or 






 Page 9 of 29







provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement
or other instrument or obligation to which PI Services is a party or by which
PI Services or its respective properties or assets may be bound; or (iv) violate
any order, writ, injunction, decree, statute, rule or regulation applicable to
PI Services or any of its respective properties or assets, except in the case
of clauses (iii) or (iv) for violations, breaches or defaults that could not reasonably
be expected to have a material adverse effect on PI Services or prevent or materially
delay the consummation of the Share Exchange. No filing of preliminary and definitive
Schedule 14C is required in order to consummate the Share Exchange. 



             SECTION
4.06 Financial Statements / SEC Status. 



                          (a)
Included in the last Form 10-K filed by PI Services with the SEC are the audited
balance sheet of PI Services as of December 31, 2008 and 2007, and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
fiscal year ended December 31, 2008, including the notes thereto, and the accompanying
report of PI Services' independent certified public accountant. 



                          (b)
The financial statements of PI Services contained in the SEC Documents including
the Forms 10-Q for the nine months ended September 30, 2009 (the "Most Recent
Filing Date") have been prepared and the audited financial statements for the
fiscal year ended December 31, 2009 will have been prepared in accordance with
GAAP and in accordance with the published rules and regulations of the SEC with
respect thereto throughout the periods involved as explained in the notes to such
financial statements. PI Services financial statements present fairly, in all
material respects, as of their respective dates, the financial position of PI
Services. PI Services did not have, as of the date of any such financial statements,
except as and to the extent reflected or reserved against therein, any liabilities
or obligations (absolute or contingent) which should be reflected therein in accordance
with GAAP, and all assets reflected therein present fairly the assets of PI Services
in accordance with GAAP. 



                          (c)
The common stock of PI Services is registered pursuant to Section 12(g) of the
Exchange Act and a minimum of 70,377 shares of Common Stock are duly registered
pursuant to the Securities Act. PI Services has timely filed all reports required
by the Rules of the Securities and Exchange Commission since May 27, 2008. All
documents required to be filed as exhibits to the SEC Documents have been so filed,
and all material contracts so filed as exhibits are in full force and effect,
except those which have expired in accordance with their terms. Each of PI Services'
SEC Documents has complied in all material respects with the Exchange Act in effect
as of their respective dates. None of PI Services' SEC Documents, as of their
respective dates, contained any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading. 



             SECTION
4.07 Absence of Certain Changes or Events. Since the Most Recent Filing Date PI
Services has conducted its business only in the ordinary course consistent with
past  
 

  

  

  Page 10 of 29







practice, and there has not been any material adverse change (as
defined in Section 7.03) with respect to PI Services. 



             SECTION
4.08 No Undisclosed Liabilities. As of the Most Recent Filing Date, to the best
knowledge of PI Services, PI Services had no liabilities or obligations of any
nature, whether or not accrued, contingent or otherwise, that would be required
by GAAP to be reflected on a balance sheet of PI Services (including the notes
thereto). Since the Most Recent Filing Date, except for liabilities or obligations
listed in Schedule 4.08, PI Services has not incurred any liabilities of any nature,
whether or not accrued, contingent or otherwise, that could be reasonably expected
to have a material adverse effect on PI Services, or would be required by GAAP
to be reflected on a consolidated balance sheet of PI Services (including the
notes thereto). 



             SECTION
4.09 Benefit Plans. PI Services has not operated any Pension Plan, Welfare Plan,
or other plan, arrangement or policy (written or oral) relating to stock options,
stock purchases, compensation, deferred compensation, bonuses, severance, fringe
benefits or other employee benefits. 



             SECTION
4.10 Other Compensation Arrangements. PI Services is not a party to any oral or
written (i) consulting agreement or union or collective bargaining agreement,
(ii) agreement with any executive officer or other key employee of PI Services,
or (iii) agreement or plan, including any stock option plan, stock appreciation
right plan, restricted stock plan or stock purchase plan. PI Services is not and
will not be indebted to any officer, director, employee or shareholder, or former
officer, director employee or shareholder thereof as of the Closing Date. No officer,
director, employee or shareholder owes PI Services any monies, and none will be
owed as of the Closing. No person currently receives a salary or other cash compensation
from PI Services, and no person will receive a salary or other cash compensation
from PI Services prior to Closing. 



             SECTION
4.11 Litigation. There is no suit, claim, action, proceeding pending or threatened
against PI Services, nor is there any investigation against PI Services threatened
or pending before any Governmental Entity. PI Services is not subject to any outstanding
order, judgment, writ, injunction or decree. 



             SECTION
4.12 Permits; Compliance with Law. PI Services does not hold any permits, licenses,
variances, exemptions, orders and approvals of any Governmental Entities except
for their incorporation and active status in Nevada (the "PI Services Permits").
PI Services is not in violation of, or has violated, any applicable provisions
of any laws, statutes, ordinances or regulations To its knowledge, as of the date
of this Agreement, no investigation, inquiry or review by any Governmental Entity
with respect to PI Services is pending or threatened, nor has any Governmental
Entity indicated an intention to conduct any such investigation, inquiry or review.




             SECTION
4.13 Tax Matters. PI Services has filed or shall file as of the Closing Date all
of its tax returns required to be filed since inception. All such returns and
reports are accurate and correct in all material respects. PI Services has duly
filed all tax returns or reports 








 Page 11 of 29







 of every nature required to be filed by PI Services and
has paid all taxes as shown on such returns and all assessments, fees and charges
received by it to the extent that such taxes, assessments, fees and charges have
become due. PI Services has paid all income, excises, unemployment, social security,
occupational, franchise and other taxes, duties, assessments or charges levied,
assessed or imposed upon PI Services by the United States or by any state municipal
government or subdivision or instrumentality thereof. To the extent that tax liabilities
have accrued, but have not become payable, they have been adequately reflected
as liabilities on the books of PI Services, and provided for adequately. No deficiency
assessment or proposed adjustment of any such tax return is pending, proposed
or contemplated. To the knowledge of PI Services, none of such income tax returns
has been examined or is currently being examined by the Internal Revenue Service
and no deficiency assessment or proposed adjustment of any such return is pending,
proposed or contemplated. To its knowledge, there are no outstanding agreements
or waivers extending the statutory period of limitation applicable to any tax
return of PI Services. 



             SECTION
4.14 Intellectual Property. 



                          (a)
PI Services does not own any Intellectual Property; 



                          (b)
no claims are pending or, to the best knowledge of PI Services, threatened that
PI Services is infringing on or otherwise violating the rights of any person with
regard to any Intellectual Property and, to the best knowledge of PI Services,
there are no valid grounds for any such claims. 



             SECTION
4.15 Knowledge of Risk. Each of PI Services' shareholders and members of PI Services'
Board of Directors, alone, or together with his or her adviser(s), has such knowledge
and experience in financial, tax and business matters as to enable each of them
to utilize the information made available by the Company, in connection with the
and the issuance of the Share Exchange Consideration shares or with the receipt
of the Company's shares as part of the Transaction at subject, to evaluate the
merits and risks of acquiring such shares of the Company and to make an informed
investment decision with respect thereto. PI Services has been given the opportunity
to examine all documents and to ask questions of, and to receive answers from
the Company or any person(s) acting on its behalf concerning the terms and conditions
of this Agreement, and to obtain any additional information or documents, to the
extent the Company possesses such information or can acquire it without unreasonable
effort or expense, necessary to verify the accuracy of the information provided
by the Company 



             SECTION
4.16 Labor Matters. PI Services has no employees. 



             SECTION
4.17 Title to Property. PI Services has good and defensible title to all of its
properties and assets, free and clear of all liens, charges and encumbrances,
except liens for taxes not yet due and payable and such liens or other imperfections
of title, if any, as do not materially detract from the value of or interfere
with the present use of the property affected thereby or which could not reasonably
be expected to have a material adverse effect. 



             SECTION
4.18 Environmental Matters. PI Services is not aware of nor to its  


 

  

  

   

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 knowledge it has ever received notice of any past or present
violations of any environmental laws or any event, condition, circumstance, activity,
practice, incident, action or plan which is reasonably likely to interfere with
or prevent continued compliance with or which would give rise to any common law
or statutory liability, or otherwise form the basis of any claim, action, suit
or proceeding against PI Services based on or resulting from the manufacture,
processing, distribution, use, treatment, storage, disposal, transport, handling,
emission, discharge or release into the environment of any pollutant, contaminant,
or hazardous or toxic material or waste. 



             SECTION
4.19 Interested Party Transactions. Since the Most Recent Filing Date, no event
has occurred that would be required to be reported by PI Services as a Certain
Relationship or Related Transaction, pursuant to Item 404 of Regulation S-B promulgated
by the SEC. 



             SECTION
4.20 Absence of Certain Payments. Neither PI Services nor any of its respective
affiliates, officers, directors, employees or agents or other people acting on
behalf of any of them have (i) engaged in any activity prohibited by the United
States Foreign Corrupt Practices Act of 1977, or any other similar law, regulation,
decree, directive or order of any other country and (ii) without limiting the
generality of the preceding clause (i), used any corporate or other funds for
unlawful contributions, payments, gifts or entertainment, or made any unlawful
expenditures relating to political activity to government officials or others.
Neither PI Services nor any of its respective affiliates, directors, officers,
employees or agents of other persons acting on behalf of any of them, has accepted
or received any unlawful contributions, payments, gifts or expenditures. 



             SECTION
4.21 Insurance. PI Services does not maintain any insurance policies. 



             SECTION
4.22 Full Disclosure. No statement contained in any certificate or schedule furnished
or to be furnished by PI Services to the Company, or pursuant to the provisions
of, this Agreement, contains or will contain any untrue statement of a material
fact or omits or will omit to state any material fact necessary, in light of the
circumstances under which it was made, in order to make the statements herein
or therein not misleading. 



             SECTION
4.23 Contracts. PI Services is not in default in any material respect under the
terms of any outstanding contract, agreement, lease, or other commitment which
is material to the business, operations, properties, assets, or condition thereof
and there is no event of default in any material respect under any such contract,
agreement, lease, or other commitment in respect of which PI Services has not
taken adequate steps to prevent such a default from occurring. PI Services is
not a party to any agreement (or group of related agreements) that: (a) provides
for payments to any third party; (b) concerns a partnership or joint venture;
(c) guarantees any indebtedness; (d) concerns noncompetition; (e) relates to monies
advanced or loaned to any of its directors, officers or employees; or (f) a default
or termination would have a material adverse effect on the business, financial
condition, operations or results of operations of PI Services. Also, there is
no valid shareholders agreement in place. 



             SECTION
4.24 Real Property. PI Services does not own or lease any real property. 





  

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               SECTION
4.25 Internal Accounting Controls; Sarbanes-Oxley Act of 2002. To the best of
its knowledge, PI Services is in compliance with the requirements of the Sarbanes-Oxley
Act of 2002 applicable to it as of the date of this Agreement. PI Services has
established disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) for PI Services and designed such disclosures controls
and procedures to ensure that material information relating to PI Services, is
made known to the certifying officers by others within those entities, particularly
during the period in which PI Services' Form 10-K or 10-Q, as the case may be,
is being prepared. PI Services' certifying officers have evaluated the effectiveness
of PI Services' controls and procedures as of the date of its most recently filed
periodic report (such date, the "Evaluation Date"). PI Services presented in its
most recently filed periodic report the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date. Since the Evaluation Date, there have been
no significant changes in PI Services' internal controls (as such term is defined
in Item 307(b) of Regulation S-K under the Exchange Act) or, to PI Services' knowledge,
in other factors that could significantly affect PI Services' internal controls.
PI Services' auditors, at all relevant times, have been duly registered in good
standing with the Public Company Accounting Oversight Board. 



             SECTION
4.26 Brokers. PI Services has not engaged any broker, investment banker, financial
advisor or other person, pursuant to which such party is entitled to any broker's,
finder's, financial advisor's or other similar fee or commission in connection
with the transactions contemplated by this Agreement. 






 ARTICLE 

  

  COVENANTS 

 

             SECTION
5.01 Payment of Certain Liabilities. PI Services shall cause all liabilities and
obligations of PI Services (including legal, accounting and financial advisor
fees) as of the Closing Date, to be satisfied in full, provided that Beijing Guoqiang
or its Affiliates shall be responsible for the payment of $3,750 at the Closing
Date to the independent certified accountants for payment for 50% of the amounts
due such accountants for preparation of the audited financial statements for the
fiscal year ended December 31, 2009. All of such liabilities and obligations as
of the date hereof are set forth on Schedule 5.01. 



             SECTION
5.02 Mutual Use of Best Efforts. The Parties agree as follows with respect to
the period from and after the execution of this Agreement. 



                          (a)
Each of the parties hereto will use its reasonable best efforts to take all action
and to do all things necessary in order to consummate and make effective the transactions
contemplated by this Agreement, including the preparation of an 8-K regarding
the Share Exchange and the Information Statement to be filed after the Effective
Date.



                          (b)
Each of the parties hereto will give any notices (and will cause its subsidiary
to give any notices) to third parties, and will use its reasonable best efforts
to obtain 





  

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 (and will cause its subsidiary to use its reasonable best
efforts to obtain) any third party consents, that the other Parties reasonably
may request in connection with this Agreement. 



                          (c)
Each of the parties hereto will give any notices to, make any filings with, and
use its reasonable best efforts to obtain any authorizations, consents, and approvals
of governments and governmental agencies in connection with the matters in this
Agreement. 



                          (d)
Each party hereto will give prompt written notice to the other of any material
adverse development causing a breach of any of its own representations and warranties
in this Agreement. No disclosure by any Party pursuant to this Section 5.04, however,
shall be deemed to amend or supplement any Disclosure Schedule or to prevent or
cure any misrepresentation, breach of warranty, or breach of covenant. 



             SECTION
5.03 Conduct of Business Prior to Closing Prior to the Closing Date, PI Services
shall not engage in any business or activity other than attempting to consummate
and Close the Share Exchange. Furthermore, PI Services, its officers and directors
will not, without the prior written authorization of the Company, (i) make any
changes in PI Services' capital structure, (ii) incur any liability or obligation
other than current liabilities incurred in the ordinary and usual course, (iii)
declare or pay any dividend or make any other distribution with respect to its
capital stock, (iv) issue, sell, or deliver or purchase or otherwise acquire for
value any of its stock or other securities, (v) make any investment of a capital
nature, or (vi) enter into any contract, agreement, or other commitment which
is material to PI Services. 



             SECTION
5.04 Public Company Status. PI Services shall make any and all required filings
under the Exchange Act so that it remains a reporting company under the Exchange
Act. 



             SECTION
5.05 Financial Condition as of the Closing Date. As of the Closing Date, PI Services
shall not be a guarantor of any indebtedness of any other person, firm or corporation,
and, there shall be no liabilities or debts of PI Services of any kind whatsoever,
whether accrued, contingent, absolute, determined, determinable or otherwise,
and there is no existing condition, situation or set of circumstances which could
reasonably be expected to result in such a liability or debt. 






 ARTICLE VI 

  

  ADDITIONAL AGREEMENTS



             SECTION
6.01 Fees and Expenses. All fees and expenses incurred in connection with the
Share Exchange, this Agreement and the transactions contemplated by this Agreement
shall be paid as of the Closing Date by the party incurring such fees or expenses,
whether or not the Share Exchange is consummated. 



             SECTION
6.02 Indemnification 



             (c)
(a) PI Services agrees that all rights to indemnification for acts or omissions
occurring prior to the Closing Date now existing in favor of the current or former
directors or 





  

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 officers of Company (the "Company Indemnified Parties")
and the current or former directors or officers of PI Services (the "PI Services
Indemnified Parties") as provided in their respective certificates of incorporation
or bylaws (or similar organizational documents) or existing indemnification contracts
shall survive the Share Exchange and shall continue in full force and effect in
accordance with their terms for a period of two (2) years after the Closing Date,
or with respect to claims involving taxes, upon the expiration of the applicable
statute of limitations.



                          (b)
This Section 6.02 shall survive the consummation of the Share Exchange at the
Closing Date, is intended to benefit the Company, PI Services, Sky Achieve, the
Company Indemnified Parties and PI Services Indemnified Parties and their respective
heirs, personal representatives, successors and assigns, and shall be binding
on all successors and assigns of the Company, PI Services and Sky Achieve. 






 ARTICLE VII 

  

  CONDITIONS PRECEDENT TO COMPANIES' PERFORMANCE 



             The
obligations of the Companies to consummate the transactions contemplated by this
Agreement are subject to the satisfaction on the Closing Date of all the conditions
set out below in this Article Seven. Any such condition may be waived by the Company
by notice in writing to PI Services. 



             SECTION
7.01 All representations and warranties by PI Services contained in this Agreement
or in any written statement delivered by PI Services under this Agreement shall
be true on and as of the Closing as though such representations and warranties
were made on and as of that date. 



             SECTION
7.02 PI Services shall have performed and complied with all covenants and agreements,
and satisfied all conditions that it is required by this Agreement to perform,
comply with or satisfy before or at the Closing. 



             SECTION
7.03 The Companies shall have received a certificate, dated the Closing Date,
signed by the president or any vice president of PI Services and by the secretary
or any assistant secretary of PI Services, certifying that the conditions specified
in paragraphs 7.01 and 7.02 have been fulfilled. 



             SECTION
7.04 The execution and delivery of this Agreement by PI Services, and the performance
of its covenants and obligations under it, shall have been duly authorized by
all necessary corporate action 





  

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              SECTION
7.05 No action, suit or proceeding before any court or any governmental body or
authority pertaining to the transaction contemplated by this Agreement or to its
consummation shall have been instituted or threatened on or before the Closing
Date. 



             SECTON
7.06. The transactions contemplated by the Stock Purchase Agreement shall have
closed on or before the Closing Date. 



             SECTION
7.07 Each of the following documents shall be delivered to the Companies, by PI
Services, and the documents must be satisfactory in form and content to Companies
and their counsel: 




	 	(a) Articles of Incorporation, including all
      amendments; 

      

      (b) All Certificates of Amendment and Restatements to Articles of Incorporation;
      

      

      (c) PI Services' current Bylaws; 

      

      (d) Certificates of good standing with respect to PI Services, issued by
      its jurisdiction of incorporation and for any other jurisdiction in which
      the Company is required to be authorized to conduct business; 

      

      (e) All of the Minutes from all of the board of directors meetings and shareholders
      meetings from 2006 through the Closing Date and any other books and records
      of PI Services in the possession of PI Services or its affiliates as of
      the Closing Date. 

      

      (f) All State and Federal Tax Returns (including extensions) that are required
      to have been filed for 2007, 2008 and 2009.. 

      

      (g) Description of all PI Services' assets and evidence of ownership, including
      all deeds, judgments and contracts; 

      

      (h) A shareholder list from the transfer agent, and copies of all written
      instructions to transfer agent to issue shares from May 2008 to present;
      

      

      (i) Resignation letters in forms satisfactory to the Company, effective
      as of the Closing from each of the officers, directors and employees (if
      any) of PI Services. 

      

      (j) A copy of all bank statements, savings and investment accounts; 

      

      (k) Certificates evidencing the Share Exchange Consideration shares 

      

      (l) A certificate executed by PI Services dated the Closing Date, and signed
      by each of the authorized officers of PI Services, certifying that the representations
      and warranties of PI Services contained in this Agreement and the information
      set forth in all Schedules of 


 



  

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	 	PI Services are then true and correct and that
      PI Services has complied with all agreements and conditions required by
      this Agreement to be performed or complied with by it; 

      

      (m) A certificate executed by the Secretary of PI Services certifying (i)
      as to the resolutions of PI Services authorizing the transactions contemplated
      by this Agreement; and (ii) that attached to such certificate are true,
      correct and complete copies of PI Services' governing documents; 

      

      (n) Audited financial statements for the fiscal year ended December 31,
      2009, which financial statements shall be delivered a minimum of five business
      days prior to the Closing Date. 

      

      (o) Any further document as may be reasonably requested by the Company in
      order to substantiate any of the representations or warranties of PI Services
      set forth herein. 




             The
form and substance of all certificates, instruments, opinions and other documents
delivered to the Company under this Agreement shall be satisfactory in all reasonable
respects to the Companies. 






 ARTICLE VIII 

  

  CONDITIONS PRECEDENT TO PI SERVICES' PERFORMANCE



             The
obligations of PI Services to consummate the transaction contemplated by this
Agreement are subject to the satisfaction on the Closing Date of all the conditions
set out below in this Article Six. Any such condition may be waived by PI Services
by notice in writing to the Company. 



             SECTION
8.01 Except as otherwise permitted by this Agreement, all representations and
warranties by the Companies in this Agreement or in any written statement that
shall be delivered to PI Services by any of them under this Agreement shall be
true on and as of the Closing Date as though made at that time. 



             SECTION
8.02 The Companies shall have performed, satisfied and complied with all covenants,
agreements and conditions required by this Agreement to be performed or complied
with on or before the Closing Date. 



             SECTION
8.03 PI Services shall have received a certificate, dated the Closing Date, signed
and verified by the chief executive officer of and the Company certifying, in
such detail as PI Services and its counsel may reasonably request, that the conditions
specified in paragraphs 8.1 through 8.2 have been fulfilled. 

 



  

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              SECTION
8.04 No action, suit, or proceeding before any court or any governmental body
or authority, pertaining to the transaction contemplated by this Agreement or
to its consummation, shall have been instituted or threatened on or before the
Closing Date. 



             SECTION
8.05 The execution and delivery of this Agreement by the Company, and the performance
of its covenants and obligations under it, shall have been duly authorized by
all necessary corporate action 



             SECTION
8.06 The Management Agreements shall be in full force and effect as of the Closing
Date. 



             SECTION
8.07 Each of the following documents shall be delivered to PI Services, by the
Company, and the documents must be satisfactory in form and content to PI Services
and its counsel: 




	 	(a) Sky Achieve's audited consolidated financial
      statements, which shall comply in form and substance with applicable regulations
      of the United States Securities and Exchange Commission as of June 30, 2009
      and 2008, and such unaudited financial statements and pro forma financial
      statements as required by Form 8-K and other requirements of the SEC regarding
      the Transaction; 

      

      (b) A certificate executed by the Secretary of the Company certifying (i)
      as to the resolutions of the Company authorizing the transactions contemplated
      by this Agreement; and (ii) that attached to such certificate are true,
      correct and complete copies of the companies' governing documents; and 

      

      (c) Any further document as may be reasonably requested by PI Services'
      legal counsel in order to substantiate any of the representations or warranties
      of the Company set forth herein. 


 




 ARTICLE IX 

  

  TERMINATION AND INEMNIFICATION

 



             SECTION
9.01 This Agreement may be terminated: 



             
(a) by mutual consent in writing; 



             
(b) by either the Company or PI Services if there has been a material misrepresentation
or material breach of any warranty or covenant by any other party that is not
cured by the time of Closing; 



             
(c) by the Company or PI Services if all the conditions precedent to its respective
obligations hereunder have not been satisfied or waived prior to the Closing Date,
as it may be 





  

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  accelerated or extended, 



             
(d) by any party, if any party shall have defaulted or refused to perform in any
material respect under this Agreement, or if PI Services or the Company should
have reasonable cause to believe there has been a material representation concerning,
or failure or breach of, any representation or warranty by the other party, or
if it appears that either the Company, its officers or directors; or PI Services,
its officers, or directors have committed any unlawful acts affecting the other
party; 



             
(e) by any party, if either PI Services or the Company shall reasonably determine
that the transactions contemplated in this Agreement have become inadvisable by
reason of the institution or threat by any federal, state or municipal governmental
authorities or by other person whatever of a formal investigation or of any action,
suit or proceeding of any kind against either or both parties which in one party's
reasonable belief is material in light of the other party's business, prospects,
properties or financial condition; 



             
(f) If the Closing shall not be consummated by the Termination Date. 



             
9.2 Any termination of this Agreement (other than an automatic termination) shall
be made in accordance with the above listed grounds and, if terminated by PI Services
or the Company, shall be made by written notice of termination, given to the other
party as required in this Agreement as promptly as is practical under the circumstances.
Upon a party's receipt of such termination notice, this Agreement shall terminate
and the parties shall abandon the transactions herein contemplated without further
action. 



             
9.3 Upon termination of this Agreement for any reason, (i) the covenants of the
parties concerning the confidentiality and proprietary nature of all documents
and other information furnished hereunder shall remain in force except as to information
which has otherwise become public knowledge, and (ii) each party shall promptly
return all documents received from the other party in connection with this Agreement.
This Section constitutes a mutual covenant of the parties, and either may judicially
enforce it. 



             
9.4 Indemnification 



             
(a) PI Services and those shareholders of PI Services who own a minimum of ten
percent of the issued and outstanding shares of PI Services as of the Closing
Date, prior to the Closing Date (as set forth on Schedule 9.4) shall, jointly
and severally, indemnify and hold the Company and its affiliates harmless, and
shall reimburse Companies and its affiliates for, any loss, liability, claim,
damage, expense (including, but not limited to, reasonable cost of investigation
and defense and reasonable attorneys' fees) or diminution of value (collectively,
"Damages") arising from or in connection with any inaccuracy in any of the representations
and warranties of PI Services pursuant to this Agreement or in any certificate
delivered by PI Services pursuant to this Agreement. 



             
(b) The Company shall indemnify and hold PI Services harmless, and shall reimburse
PI Services for any Damages arising from any inaccuracy in any of the representations
and 





  

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 warranties of the Companies in this Agreement or in any
certificate delivered by the Company pursuant to this Agreement. 



             
(c) The indemnification provided for in Section 9(a) and (b) above shall terminate
two (2) years after the Closing Date or with respect to claims involving taxes,
upon the expiration of the applicable statute of limitations. 



             
Section 9.5 Procedure for Indemnification. Promptly after receipt by an indemnified
party of notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against an indemnifying party under
such section, give notice to the indemnifying party of the commencement thereof,
but the failure so to notify the indemnifying party shall not relieve it of any
liability that it may have to any indemnified party except to the extent the defense
of such action by the indemnifying party is prejudiced thereby. In case any such
action shall be brought against an indemnified party and it shall give notice
to the indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate therein and, to the extent that it shall wish,
to assume the defense thereof with counsel reasonable satisfactory to such indemnified
party and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such section for any fees of other
counsel or any other expenses, in each case subsequently incurred by such indemnified
party in connection with the defense thereof, other than reasonable costs of investigation,
If an indemnifying party assume the defense of such an action, (a) no compromise
or settlement thereof may be effected by the indemnifying party without the indemnified
party's consent (which shall not be unreasonable withheld) unless (i) there is
no finding or admission of any violation of law or any violation of the rights
of any person which is not fully remedied by the payment referred to in clause
(ii) and no adverse effect on any other claims that may be made against the indemnified
party and (ii) the sole relief provided is monetary damages that are paid in full
by the indemnifying party, (b) the indemnifying party shall have no liability
with respect to any compromise or settlement thereof effected without its consent
(which shall not be reasonably withheld) and (c) the indemnified party will reasonable
cooperate with the indemnifying party in the defense of such action. If notice
is given to an indemnifying party of the commencement of any action and it does
not, within 15 days after the indemnified party's notice is given, give notice
to the indemnified party of its election to assume the defense thereof, the indemnifying
party shall be bound by any determination made in such action or any compromise
or settlement thereof effected by the indemnified party. Notwithstanding the foregoing,
if an indemnified party determined in good faith that there is a reasonable probability
that an action may materially and adversely affect it or its affiliated other
than as a result of monetary damages, such indemnified party may, by notice to
the indemnifying party, assume the exclusive right to defend, compromise or settle
such action, but the indemnifying party shall not be bound by any determination
of an action so defended or any compromise or settlement thereof effected without
its consent (which shall not be unreasonably withheld). 





  

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 ARTICLE X 

  

  MISCELLANEOUS

 

             
SECTION 10.01 Nonsurvival of Representations and Warranties. The representations
and warranties in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive for two years after the Closing Date, except with respect
to representations regarding taxes, until the expiration of the applicable statute
of limitations. This Section 10.01 shall not limit any covenant or agreement of
the parties, which by its terms contemplates performance after the Closing Date
of the Share Exchange. 



             
SECTION 10.02. Notices. All notices and other communications hereunder ("Notice")
shall be in writing and shall be deemed given if delivered personally, telecopied
(which is confirmed), sent by overnight courier (providing proof of delivery)
or mailed by registered or certified mail (return receipt requested) to the parties
at the following addresses (or at such other address for a party as shall be specified
by like notice): 




	 	if to PI Services, to: 	PI Services, Inc. 

      5353 Manhattan Circle Suite 101 

      Boulder, Colorado 80303

      Attention: Michael Friess

      Facsimile: 303-499-6666 
	 	with a copy to: 	 

      

    
	 	if to the Companies, to: 	Beijing Guoqiang Global Science & Technology
      Development Co., Ltd,

      Attention: Kun Liu

      15 West 39th Street Suite 14B

      New York, NY 10018

      Facsimile: (212) 391-2677 

      
	 	with a copy to: 	Steven W. Schuster, Esq.

      McLaughlin & Stern, LLP

      260 Madison Avenue

      New York, New York 10016

      Telephone : (212) 448-1100

      Facsimile : (212) 448-0066 


 

             
SECTION 10.03 Interprétation. When a reference is made in this Agreement to an
Article or a Section, such reference shall be to an Article or a Section of this
Agreement unless otherwise indicated. The table of contents and headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed to
be followed by the words "without limitation." The phrase "made available" in
this Agreement shall mean that the information referred to has been made 





  

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 available if requested by the party to whom such information
is to be made available. As used in this Agreement, the term "subsidiary" of any
person means another person, an amount of the voting securities, other voting
ownership or voting partnership interests of which is sufficient to elect at least
a majority of its Board of Directors or other governing body (or, if there are
no such voting interests, 50% or more of the equity interests of which) is owned
directly or indirectly by such first person, and the term "affiliate" shall have
the meaning set forth in Rule 12b-2 promulgated under the Exchange Act. As used
in this Agreement, "material adverse change" or "material adverse effect" means,
when used in connection with a person, any change or effect (or any development
that, insofar as can reasonably be foreseen, is likely to result in any change
or effect) that, individually or in the aggregate with any such other changes
or effects, is materially adverse to the business, prospects, assets (including
intangible assets), financial condition or results of operations of such person
and its subsidiaries taken as a whole. 



             
SECTION 10.04 Counterparts. This Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same agreement and shall become effective
when said counterparts have been signed by each of the parties and delivered to
the other parties, it being understood that all parties need not sign the same
counterpart. 



             
SECTION 10.05 Entire Agreement; Third Party Beneficiaries. This Agreement (including
the documents and the instruments referred to herein) constitutes the entire agreement
and supersedes all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof and is not intended
to confer upon any person other than the parties hereto any rights or remedies
hereunder. 



             
SECTION 10.06 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of New York, without regard to any applicable
conflicts of law. The Parties hereto irrevocably further consent to the jurisdiction
of the courts of the State of New York and of any Federal court located in New
York City in connection with any action or proceeding arising out of or relating
to this Agreement, any document or instrument delivered pursuant to, in connection
with or simultaneously with this Agreement, or a breach of this Agreement or any
such document or instrument. 



             
SECTION 10.07 Publicity. Except as otherwise required by law, for so long as this
Agreement is in effect, neither the Company nor PI Services shall, nor shall PI
Services permit to, issue or cause the publication of any press release or other
public announcement with respect to the transactions contemplated by this Agreement
without the consent of the other party, which consent shall not be unreasonably
withheld or delayed. 



             
SECTION 10.08 Assignment. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by either of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other
party. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns. 



             
SECTION 10.09 Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with 





  

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 their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or injunctions
to prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement. In addition, each of the parties hereto (i) consents
to submit such party to the personal jurisdiction of any Federal court located
in the City of New York in the event any dispute arises out of this Agreement
or any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, and (iii) agrees that such party will not bring
any action relating to this Agreement or any of the transactions contemplated
hereby in any court other than a Federal court sitting in the City of New York.
The prevailing party in any judicial action shall be entitled to receive from
the other party reimbursement for the prevailing party's reasonable attorneys'
fees and disbursements, and court costs. 



             
SECTION 10.10 No Remedy in Certain Circumstances. Each party agrees that, should
any court or other competent authority hold any provision of this Agreement to
be null, void or unenforceable, or order any party to take any action inconsistent
herewith or not to take an action consistent herewith or required hereby, the
validity, legality and enforceability of the remaining provisions and obligations
contained or set forth in this Agreement shall not in any way be affected or impaired
thereby, unless the foregoing inconsistent action or the failure to take an action
constitutes a material breach of this Agreement or makes this Agreement impossible
to perform, in which case this Agreement shall terminate. Except as otherwise
contemplated by this Agreement, to the extent that a party hereto took an action
inconsistent herewith or failed to take action consistent herewith or required
hereby pursuant to an order or judgment of a court or other competent authority,
such party shall incur no liability or obligation unless such party did not in
good faith seek to resist or object to the imposition or entering of such order
or judgment. 






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  left blank.] 

  

  

  

  

  

   

 Page 24 of 29

  

  

  

 IN WITNESS WHEREOF, PI Services and the Companies have
caused this Agreement to be signed by their respective officers thereunto duly
authorized as of the date first written above. 




	 	PI SERVICES, INC. 

      

      

      By:  /s/ Michael Friess________________

      Name: Michael Friess 

      Title: President 

      

      

      

      SKY ACHIEVE HOLDINGS LIMITED. 

      

      

      By:  /s/ Youhua Yu___________________

      Name: YOUHUA, YU 

      Title: Chairman 

      

      

      

      BEIJING GUOQIANG GLOBAL SCIENCE & TECHNOLOGY

      DEVELOPMENT CO., LTD 

      

      By:  /s/ Kun Liu                                                  

      Name: Kun Liu 

      Title: Chairman 


 











  

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 Schedule 1.03 Directors

 



Kun Liu, Chairman of the Board. 

Fu Qiang, Director. 

Jijun Zhang, Director. 









  

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 Schedule 1.04 Officers

 



Xin Xu, Chief Executive Officer 

Chunping Fang, Chief Financial Officer 

Fang Ai, Chief Technology Officer 

Jijun Zhang, Vice Manager 

Chengzhou Xu, Chief Engineer 











  

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 Schedule 3.03 Sky Achieve Shareholder Structure

 






	Name of Shareholder 	Number of Shares 	Percentage 
	Mr. Kun Liu 	90	 90%
	Ms. You Hua, Yu 	10 	10%


 







  

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 Schedule 4.08 and Schedule 5.01 Liabilities
  of PI Services 

 






	 	
      Dec 31, 2009

    	 	 	
      Feb 24, 2010

    	 
	Accounts Payable: 		 	 		 
	 	 	 	 	 	 
	Corporate Stock Transfer 	
      3,139.66

    	 	 	
       2,789.66

    	 
	 	
      

    	 	 	
      

    	 
	Other Current Liabilities: 	
      

    	 	 	
      

    	 
	Advance Form Affiliate: 	
      

    	 	 	
      

    	 
	Creative Business Strategies 	
      33,071.57

    	 	 	
       33,540.57

    	 
	 	
      

    	 	 	
      

    	 
	TOTAL Liabilities 	
      36,211.23

    	(1)	 	
       36,330.23

    	(2)
	 	 	 	 	 	 


 


	 	(1) 	As reported on audited financial statements
      for 12/31/09. 
	 	(2) 	Exclusive of $7,500 payable on the closing
      date to Schumacher & Associates, Inc., CPA's which amount shall be payable
      50% by each of PI Services and Beijing Guoquiang. 








  

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