fs1a2ex10xvii_soko.htm


    


     

    Exhibit
10.17

     

    
      
        	
                 
      

                 

                
                   

                  Financial
      Consulting Engagement

                  Letter

                

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                      
                  Etech
      International, Inc.

                

                 

                 

              


      

    

     

    
      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

    

    
      
        
          	
                  Financial
      Consulting Agreement Page 1

                	
                  Etech
      International, Inc.

                


        

      

    

     

    2007

     

    Dear Mr.
Liu Tong,

     

    We herein
confirm our agreement with you as follows:

     

    1. Harbin
1Vlege Union Beauty 1Vlanagement Ltd. and its affiliated companies (all
hereinafter collectively referred to as “you” or the “Company”) hereby engage
Etech International, Inc. (hereinafter referred to as “we” or the “EII”) as
Company’s exclusive financial consultant to accomplish the reverse take-over
transaction (the “RTO”) for the Company with a publicly listed U.S. entity (the
“Shell”) for a period of fifteen (15) months from 7th day of February, 2007, and
which exclusive period may be extended for a further period by mutual written
consent of the Company and EII.

     

    
      	
               
      

            	
              2.
      EII accepts the engagement described in the preceding paragraph and agrees
      to assist Company with:

            


    

     

    a) Identifying
and contacting potential Shells;

     

    b) Structuring
the RTO and the terms of the RTO with Shell;

     

    c) Negotiating
and closing the RTO;

     

    
      	
               
      

            	
              3.
      The terms and conditions set forth herein shall be and remain in effect
      for a period of fifteen (15) months, being the exclusive period, from the
      date that the contract signed (the “Signing Date”) by
      Company and is terminable by either party, with or without cause, upon
      sixty (60) days written notice to the other; provided, however, that the
      provisions of paragraphs 7 through 13 and 15 shall survive for twelve (12)
      months following the termination hereof, whether by expiration of the term
      provided for herein, or by action of Company or EII or
      otherwise.

            


    

     

    
      	
               
      

            	
              4.
      Within ten (10) days following the Signing Date, Company shall deliver to
      EII the names of all parties with whom or with which Company has had,
      prior to the dates hereof, contacted concerning an acquisition,
      divestitures, financing arrangements or other transactions (of any of the
      types contemplated hereby) involving
Company.

            


    

     

    
      	
               
      

            	
              5.
      Within sixty (60) days following the termination (for whatever reason) of
      the agreement set forth herein, EII will deliver to Company a listing of
      all Shells (the “Prospect
      List”) that EII had contacted and signed NDA in regards to the
      RTO.

            


    

     

    
      	
               
      

            	
              6.
      Company will promptly and at its own expense, furnish to EII all
      information concerning Company which EII reasonably considers necessary or
      appropriate in connection with its rendering of the services described
      herein; Company will, promptly and at its own expense, provide EII with
      access to its directors, officers, employees, counsel, accountants and
      other advisors or consultants, as well as access to its facilities, and
      authorize the foregoing persons to cooperate fully with EII in connection
      with its rendering of the services described by this engagement
      letter.

            


    

     

     

     

    
      
        

      
Confidential
Document

    
    

    Initials
(Company) _____________

    Initials
(E.S.I.)   _______________

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
       

      
        
          
            	
                    Financial
      Consulting Agreement Page 1

                  	
                    Etech
      International, Inc.

                  


          

        

      

       

    

     

     

    
      	
               
      

            	
              7.
      Company represents and warrants to EII that all information concerning
      Company which is furnished by it to EII pursuant to or in connection with
      the agreement set forth herein (including without limitation information
      provided pursuant to the preceding paragraph by Company or the persons
      described therein) shall be true and accurate in all material respects and
      not contain any untrue or inaccurate statement of a material fact, or omit
      to state a material fact necessary in order to make such the statements
      comprising such information, in light of the circumstances under which
      they are made, not misleading; Company understands and acknowledges that
      EII will rely upon and utilize the information supplied to it by Company
      and the persons described in the preceding paragraph, as well as any other
      publicly available information concerning Company, without any independent
      verification or investigation of such
  information.

            


    

     

    
      	
               
      

            	
              8.
      Neither this letter, the terms and conditions set forth herein nor said
      advices (verbal or written) provided to Company by EII pursuant herein
      shall be made available to third parties, by public disclosures thereof or
      otherwise, without the prior written consent of EII, nor may EII be
      otherwise referred to publicly by Company or any of the persons described
      in paragraph six (6), above, without its prior written
      consent.

            


    

     

    
      	
               
      

            	
              9.
      In consideration of the services to be provided by EII under the agreement
      set forth herein, Company agrees to pay EII as
  follows:

            


    

     

    
      	
              (a)  

            	
              Company
      agrees to retain ESI in connection with due diligence a non-refundable
      cash fee of USD 20,000 and such retainer fee shall be delivered to EII
      concurrently with the execution of this agreement (the “Due Diligence
      Fee”).

            


    

     

    
      	
              (b)  

            	
              Concurrently
      with the consummation of the RTO, Company shall issue EII shares of
      Company equals to two percent (2%) of total number of shares outstanding
      that represents the final capital structure of Company after the RTO and a
      fund raise.

            


    

     

    
      	
              (c)  

            	
              If,
      at any time within twelve (12) months following the termination or
      expiration of the agreement set forth herein, Company announces or enters
      into an agreement or letter of intent with respect to a RTO which involves
      a party or parties included on the Prospect List described in paragraph 5
      above, and such RTO is thereafter consummated, Company shall issue EII
      shares of Company equals to two percent (2%) of total number of shares
      outstanding that represents the final capital structure of Company after
      the RTO and a fund raise.

            


    

     

    
      	
               
      

            	
              10.
      Company agrees to hire and pay for the necessary third parties (such as
      accounting firms, law firms, etc.) to provide necessary documentations
      that requested by Shell prior to the consummation of the
    RTO.

            


    

     

    
      	
               
      

            	
              11.
      During the term of exclusivity, Company agrees not to use any other
      investment banking firms expect EII to accomplish the RTO. Company also
      warrants to EII that no other broker, dealer, finder representative or
      other person or entity has an

            


    

     

     

    
       

      
        
          

        
Confidential
Document

      
      

      Initials
(Company) _____________

      Initials
(E.S.I.)   _______________

    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

                                 

     

    
      
         

        
          
            
              	
                      Financial
      Consulting Agreement Page 1

                    	
                      Etech
      International, Inc.

                    


            

          

        

         

      

    

     

                                   

     

    interest
in any compensation payable to EII in accordance with the terms of the agreement
set forth herein.

     

    
      	
              12.  

            	
              Upon
      the consummation of the RTO, EII may, in its sole discretion and from time
      to time, place notices and/or advertisements in financial and other
      publications, at its own expense, describing its services to Company in
      connection with such transaction.

            


    

     

    
      	
              13.  

            	
              The
      terms of (i) the agreement set forth herein and (ii) the indemnity
      agreement referred to in paragraph 9, above, shall insure to the benefit
      of and be binding upon Company, EII and their respective successors and
      assigns; nothing expressed or mentioned herein is intended or shall be
      construed to give any person or corporation, other than Company, EII and
      their respective successors and assigns and the controlling persons (if
      any), officers, directors, employees, agents and counsel referred to
      herein and in such indemnification agreement, any legal or equitable
      right, remedy or claim under or in respect the agreement set forth herein
      or such indemnification agreement or any provision hereof or
      thereof.

            


    

     

    
      	
              14.  

            	
              All
      notices or communications relating to the agreement set forth herein shall
      be in writing. If sent to Company, such notices and communications shall
      be mailed, delivered or telegraphed and confirmed to Company at the
      following address:

            


    

     

    ________________________

    ________________________

    ________________________

     

    If sent
to EII, such notices and communications shall be mailed, delivered or
telegraphed and confirmed to EII at the following address:

     

    Etech
International, Inc.

    800 E.
Colorado Blvd., Suite 100

    Pasadena,
CA 91101 U.S.A.

     

    EII may
change its address for receiving notices by giving written notice to Company;
Company may change its address for receiving notices by giving written notice to
EII.

     

    
      	
              15.  

            	
              This
      agreement including its Appendixes may NOT be modified, altered or amended
      except by mutual agreement in writing signed by Company and EII; such
      agreement shall be governed by and construed under the law of the State of
      California.

            


    

     

    Please
confirm that the foregoing correctly sets forth our understanding by signing the
enclosed duplicate of this letter where indicated below and returning it to us,
whereupon this letter shall constitute a binding agreement between
us.

     

    Very
truly yours, 

     

    Etech Securities
Inc.

     

     

    
      
         

        
          
            

          
Confidential
Document

        
        

        Initials
(Company) _____________

        Initials
(E.S.I.)   _______________

      

       

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      
         

        
          
            
              	
                      Financial
      Consulting Agreement Page 1

                    	
                      Etech
      International, Inc.

                    


            

          

        

         

      

    

     

     

    by    _________________________________

    N. Jay
Liang                                                                Date

    Managing
Director on behalf of Chairman & CEO, Liang Tian Hong

     

     

     

     

    Harbin
Mege Union Beauty Management Ltd.

     

    Accepted

     

    


    by    /s/  Tong Liu                

    Tong,
Liu                                                                    
Date 

    Chairman
& CEO

     

     

     

     

    
      
         

        
          
            

          
Confidential
Document

        
        

        Initials
(Company) _____________

        Initials
(E.S.I.)   _______________