fex10vi_covenant.htm


    Exhibit
10.6

     

    
 

    Covenant
Group of China Inc.

    


    March 26,
2010

    


    Re:           Share
Entrustment Agreement

    


    This
share entrustment agreement (the “Agreement”), executed on the above date, by
and among Covenant Group of China Inc. (“Covenant”), a U.S. public company, and
the following shareholders of ChongQing Sysway Information Technology Co. Ltd.
(“ChongQing”): Song Xiaozhong, Shi Quansheng, Song Guangwei, and Yuan Rui (each
a “ChongQing Shareholder” and collectively the “ChongQing
Shareholders”).

    


    The
parties acknowledge that ChongQing and the ChongQing Shareholders entered into
an agreement dated June 24, 2009 (“June 24, 2009 Agreement”) with Covenant Group
Holdings Inc. (“Holdings”), now a wholly-owned subsidiary of Covenant, whereby
Holdings would acquire one-hundred percent (100%) of ChongQing’s common stock
from the ChongQing Shareholders in exchange for one million four hundred
thousand (1,400,000) shares of Covenant common stock.  The percentage
of the latter Covenant shares to be received by each ChongQing Shareholder was
cited as follows: Song Xiaozhong (43.297%), Shi Quansheng (31.945%), Song
Guangwei (23.918%), and Yuan Rui (0.840%).

    


    The
parties acknowledge that the obligation of the parties to exchange
Covenant  common stock shares for ChongQing common stock shares held
by the ChongQing Shareholders occurred on December 24, 2009, the effective date
of a share exchange agreement, which consummated a merger and going public
transaction between Holdings and Covenant, formerly named Everest Resources
Inc.

    


    The
parties acknowledge that Covenant has issued Covenant shares in the name of the
ChongQing Shareholders, but ChongQing and the ChongQing Shareholders are still
in the process of effecting a change in the Peoples Republic of China of the
registered or record ownership of the ChongQing shares in the name of
Holdings.  Accordingly, Covenant shall hold the ChongQing Shareholders
shares in Covenant in trust for the exclusive beneficial ownership and voting
rights of each respective ChongQing shareholder.  Additionally,
ChongQing and each ChongQing Shareholder shall hold the ChongQing shares in
trust for the exclusive beneficial ownership and voting rights of Covenant
through Holdings.  The parties ratify and agree that this mutual trust
arrangement has been effective since the effective date of the December 24, 2009
Agreement.

    


    Unless
agreed otherwise in writing, the parties shall use their best efforts to have
the ChongQing shares registered promptly in the name of Holdings and thereafter
the shares in both Covenant and ChongQing can be released to the respective
parties in accordance with the terms of the June 24, 2009
Agreement.  Upon such mutual share releases, the trust arrangements
arising under this Agreement shall terminate.

    


    To the
extent not expressly contradicted by this Agreement, the provisions of the June
24, 2009 Agreement shall be controlling, including the ability of the instant
Agreement to be executed in one or more counterparts (facsimile copies are
deemed originals), each of which shall be an original and all of which taken
together shall constitute one and the same instrument.

    


    Agreed
and acknowledged:

     

    
      	COVENANT GROUP OF CHINA
      INC.	 
	 	 
	/s/ Fredric W. Rittereiser­­­­	 
	Fredric W. Rittereiser,
      Chairman	 
	 	 
	/s/ Kenneth Wong	 
	Kenneth Wong,
      President	 
	 	 
	 	 
	CHONGQING SYSWAY INFORMATION
      TECHNOLOGY CO., LTD.
	 	 
	/s/ Song Xiaozhong	 
	Song Xiaozhong,
      Chairman	 
	 	 
	/s/ Shi Quansheng	 
	SHI QUANSHENG	 
	 	 
	/s/ Song Xiaozhong	 
	SONG XIAOZHONG	 
	 	 
	/s/ Song Guangwei	 
	SONG GUANGWEI	 
	 	 
	/s/ Yuan Rui	 
	
              YUAN
      RUI