fs1a2ex10xvi_soko.htm


     

    
      


       

      Exhibit
10.16

      
        	 
      


      

      
        	 
      


      

      
        
          	
                   

                   

                   

                  
                    Placement
      Agent Engagement Letter

                  

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                  

                


        

      

      
        	
                2008

              


      

      
        	
                Dear
      Chairman Tong Liu,

              


      

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
 

       

      
        

         

      

       

      Etech
Agreement Page 1 

      
        

      

       

      
        We herein
confirm our agreement with you as follows:

      

      
      

       

      
        	
                 
      

              	
                1.
      Harbin Mege Union (HK) International Group and its related holding
      entities and joint venture affiliates (together, the “Company”) hereby
      engage Etech Securities, Inc. (the “ESI”) as Company’s exclusive placement
      agent to raise capital through a private investment in public equity (the
      “PIPE”) on a best effort basis for a period of twelve (12) months from 7th
      day of Feb, 2007 (the “Signing Date”), and which exclusive period may be
      extended for a further period by mutual written consent of the Company and
      ESI.

              


      

       

      
        	
                 
      

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

              


      

       

      
        	
                a)  

              	
                Providing
      full financial consulting and advisory services on capital raise,
      including enterprise valuation, roadshow preparation, deal structure
      design, etc.

              


      

       

      
        	
                b)  

              	
                Identifying
      and contacting potential investors;

              


      

       

      
        	
                c)  

              	
                Structuring
      the offering and the terms of the PIPE with
  investors;

              


      

       

      
        	
                d)  

              	
                Negotiating
      and closing the PIPE at the minimum amount of
    USD$3,000,000;

              


      

       

      
        	
                 
      

              	
                3.
      The terms and conditions set forth herein shall be and remain in effect
      for a period of three (3) 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 14 and 16 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 ESI or
      otherwise.

              


      

       

      
        	
                 
      

              	
                4.
      Within ten (10) days following the Signing Date, Company shall deliver to
      ESI 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 ten (10) business days following the termination (for whatever
      reason) of the agreement set forth herein, ESI will deliver to Company a
      listing of all investors (the “Prospect List”) that ESI
      had contacted and signed NDA in regards to the
  PIPE.

              


      

       

      
        	
                 
      

              	
                6.
      Company will promptly and at its own expense, furnish to ESI all
      information concerning Company which ESI reasonably considers necessary or
      appropriate in connection with its rendering of the services described
      herein; Company will, promptly and at its own expense, provide ESI with
      access to its directors, officers,

              


      

       


                                                    

      
        
          

        
Confidential Document                  

      
         

        
          
            Initials
(Company)_____________

            Initials (E.S.I.)________________

          

        

      

      


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        

         

      

      
        Etech
Agreement Page 2 

        
          

        

      

       

      employees,
counsel, accountants and other advisors or consultants, as well as access to its
facilities, and authorize the foregoing persons to cooperate fully with ESI in
connection with its rendering of the services described by this engagement
letter.

       

      
        	
                7.  

              	
                Company
      represents and warrants to ESI that all information concerning Company
      which is furnished by it to ESI 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
      ESI 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 ESI pursuant herein shall be
      made available to third parties, by public disclosures thereof or
      otherwise, without the prior written consent of ESI, nor may ESI 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
      as much as ESI will be acting on behalf of Company, as its exclusive agent
      and consultant, in rendering the services described herein, Company agrees
      to indemnify ESI in accordance with the indemnification provisions set
      forth in Appendix I
      attached hereto, and the parties agree to the confidentiality
      provisions set forth in Appendix II
      attached hereto, all of which are incorporated herein by this
      reference. These provisions will apply regardless of whether the proposed
      PIPE is consummated.

              


      

       

      
        	
                10.  

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

              


      

       

      
        	
                (a)  

              	
                Concurrently
      with engagement, Company shall retain and wire to ESI a non­refundable
      retainer fee in amount of USD
30,000.

              


      

       

      
        	
                (b)  

              	
                Concurrently
      with the consummation of the PIPE, Company shall pay ESI in cash a fee
      equals to seven percent (7%) of the total proceeds (consideration,
      including but not limited to straight and structured equity and debt
      financings) received by Company through the PIPE. Company reserves the
      full right to accept or reject any proposed
  investment.

              


      

       

      
        	
                (c)  

              	
                Upon
      the closing of the PIPE, Company will issue to ESI warrants for the
      purchase of an amount of the securities equals to eight percent (8%) of
      total

              


      

       

      
                                                      

        
          
            

          
Confidential Document                  

        
           

          
            
              Initials
(Company)_____________

              Initials
(E.S.I.)________________

            

          

        

      

                                            

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


       

      
        

         

      

      
        Etech
Agreement Page 3 

        
          

        

      

      
         

        shares
issued to the investors through the offering (the “Placement
AgentWarrants”).

      

      
      

       

      The
Placement Warrants will be exercisable at a strike price equal to
one­hundred-percent (100%) of the equity purchasing price agreed by both
investors and Company, and such Placement Warrants will have a term of three (3)
years. ESI shall reverse the right to exercise the Placement Warrants to
purchase Company’s privately held equity (the 144A shares) or Company’s publicly
traded equity if Company decided to achieve a public listing in the
future.

       

      
        	
                 
      

              	
                (d)
      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 an investment which
      involves a party or parties included on the Prospect List described in
      paragraph 5 above, and such offering is thereafter consummated, Company
      shall pay to ESI, upon the consummation of such investment, a fee of seven
      percent (7%) cash of the total consideration and eight percent (8%) of
      Placement Agent Warrants (of total equity sold to or exercised by the
      investor) valid for three (3) years, which the exercise price of warrants
      equals to the purchase/exercise price of
  investors.

              


      

       

      
        	
                11.  

              	
                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 investors prior to the consummation of the
  PIPE.

              


      

       

      
        	
                12.  

              	
                During
      the term of exclusivity, Company agrees not to use any other investment
      banking firms expect ESI to raise additional (new) capital (including
      debt). Company also warrants to ESI that no other broker, dealer, finder
      representative or other person or entity has an interest in any
      compensation payable to ESI in accordance with the terms of the agreement
      set forth herein.

              


      

       

      
        	
                13.  

              	
                Upon
      the consummation of the PIPE, ESI 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.

              


      

       

      
        	
                14.  

              	
                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, ESI 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, ESI 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.

              


      

       

      
                                                      

        
          
            

          
Confidential Document                  

        
           

          
            
              Initials
(Company)_____________

              Initials
(E.S.I.)________________

            

          

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

                                            

      


       

      
        

         

      

      
        
          Etech
Agreement Page 4

          
            

          

        

        
           

        

      

       

      
        	
                15.  

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

       

      Etech
Securities, Inc.

      800 E.
Colorado Blvd., Suite 100

      Pasadena,
CA 91101 U.S.A.

       

      ESI 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
ESI.

       

      
        	
                16.  

              	
                This
      agreement including its Appendixes may NOT be modified, altered or amended
      except by mutual agreement in writing signed by Company and ESI; 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.

       

      by 
___________________________

      N. Jay
Liang                                                                Date:
2007/02/07 

      President
and CEO

       

      Harbin
Mege Union (HK) International Group

       

      Accepted

       

       

      
                                                      

        
          
            

          
Confidential Document                  

        
           

          
            
              Initials
(Company)_____________

              Initials
(E.S.I.)________________

            

          

        

      

                                         

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


       

      
        

         

      

       

      
        


      

      
        
          
            Etech
Agreement Page 5

            
              

            

          

          
             

             

             

            
              by 
___________________________

              Tong
Liu                                                                Date:
2007/02/07 

              Chairman and
CEO

            

             

             

          

        

      

       

       

       

       

       

       

       

       

       

      APPENDIX
I

       

      INDEMNIFICATION
AND CONTRIBUTION

      
        
                                                        

          
            
              

            
Confidential Document                  

          
             

            
              
                Initials
(Company)_____________

                Initials
(E.S.I.)________________

              

            

          

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
         

         

        

         

      

      
        
          
            Etech
Agreement Page 6

            
              

            

          

          
             

          

        

      

       

       

      
        Company
agrees to indemnify and hold harmless ESI and its affiliates (as defined in Rule
405 under the Securities Act of 1933, as amended) and their respective
directors, officers, employees, agents and controlling persons (ESI and each
such person being an “Indemnified Party”) from and
against all losses, claims, damages and liabilities (or actions, including
shareholder actions, in respect thereof), joint or several, to which such
Indemnified Party may become subject under any applicable federal or state law,
or otherwise, which are related to or result from the performance by ESI of the
services contemplated by or the engagement of ESI pursuant to, this Agreement
and will promptly reimburse any Indemnified Party for all reasonable expenses
(including reasonable counsel fees and expenses) as they are incurred in
connection with the investigation of, preparation for or defense arising from
any threatened or pending claim, whether or not such Indemnified Party is a
party and whether or not such claim, action or proceeding is initiated or
brought by Company. Company will not be liable to any Indemnified Party under
the foregoing indemnification and reimbursement provisions, (i) for any
settlement by an Indemnified Party effected without its prior written consent
(not to be unreasonably withheld); or (ii) to the extent that any loss, claim,
damage or liability is found in a final, non-appealable judgment by a court of
competent jurisdiction to have resulted primarily from ESI’s willful misconduct
or gross negligence. Company also agrees that no Indemnified Party shall have
any liability (whether direct or indirect, in contract or tort or otherwise) to
Company or its security holders or creditors related to or arising out of the
engagement of ESI pursuant to, or the performance by ESI of the services
contemplated by, this Agreement except to the extent that any loss, claim,
damage or liability is found in a final, non­appealable judgment by a court
of competent jurisdiction to have resulted primarily from ESI’s willful
misconduct or gross negligence.



       

      Promptly
after receipt by an Indemnified Party of notice of any intention or threat to
commence an action, suit or proceeding or notice of the commencement of any
action, suit or proceeding, such Indemnified Party will, if a claim in respect
thereof is to be made against Company pursuant hereto, promptly notify Company
in writing of the same. In case any such action is brought against any
Indemnified Party and such Indemnified Party notifies Company of the
commencement thereof, Company may elect to assume the defense thereof, with
counsel reasonably satisfactory to such Indemnified Party, and an Indemnified
Party may employ counsel to participate in the defense of any such action
provided, that the employment of such counsel shall be at the Indemnified
Party’s own expense, unless (i) the employment of such counsel has been
authorized in writing by Company, (ii) the Indemnified Party has reasonably
concluded (based upon advice of counsel to the Indemnified Party) that there may
be legal defenses available to it or other Indemnified Parties that are
different from or in addition to those available to Company, or that a conflict
or potential conflict exists (based upon advice of counsel to the Indemnified
Party) between the Indemnified Party and Company that makes it impossible or
inadvisable for counsel to the Indemnifying Party to conduct the defense of both
Company and the Indemnified Party (in which case Company will not have the right
to direct the defense of such action on behalf of the Indemnified Party), or
(iii) Company has not in fact employed counsel reasonably satisfactory to the
Indemnified Party to assume the defense of such action within a reasonable time
after receiving notice of the action, suit or proceeding, in each of which cases
the reasonable fees, disbursements and other charges of such counsel will be at
the

       

       

      
                                                      

        
          
            

          
Confidential Document                  

        
           

          
            
              Initials
(Company)_____________

              Initials
(E.S.I.)________________

            

          

        

      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


       

       

      
        

         

      

       

      
        


        
          
            
              Etech
Agreement Page 7

              
                

              

            

            
               

            

          

        

      

       

      
        expense
of Company; provided, further, that in no event shall Company be required to pay
fees and expenses for more than one firm of attorneys representing Indemnified
Parties unless the defense of one Indemnified Party is unique or separate from
that of another Indemnified Party subject to the same claim or action. Any
failure or delay by an Indemnified Party to give the notice referred to in this
paragraph shall not affect such Indemnified Party’s right to be indemnified
hereunder, except to the extent that such failure or delay causes actual harm to
Company, or prejudices its ability to defend such action, suit or proceeding on
behalf of such Indemnified Party.

      

      APPENDIX
II

       

      INFORMATION
TO BE SUPPLIED; CONFIDENTIALITY.

       

      In
connection with ESI’s activities on behalf of Company, Company will furnish ESI
with all financial and other information regarding Company that ESI reasonably
believes appropriate to its assignment (all such information so furnished by
Company, whether furnished before or after the date of this Agreement, being
referred to herein as the “Information”). Company will provide ESI with access
to the officers, directors, employees, independent accountants, legal counsel
and other advisors and consultants of Company. Company recognizes and agrees
that ESI (i) will use and rely primarily on the Information and information
available from generally recognized public sources in performing the services
contemplated by this Agreement without independently verifying the Information
or such other information, (ii) does not assume responsibility for the accuracy
of the Information or such other information, and (iii) will not make an
appraisal of any assets or liabilities owned or controlled by Company or its
market competitors.

       

      ESI will
maintain the confidentiality of the Information and, unless and until such
information shall have been made publicly available by Company or by others
without breach of a confidentiality agreement, shall disclose the Information
only as authorized by Company or as required by law or by order of a
governmental authority or court of competent jurisdiction. In the event that ESI
is legally required to make disclosure of any of the Information, ESI will give
notice to Company prior to such disclosure, to the extent that ESI can
practically do so.

       

      The
foregoing paragraph shall not apply to information that:

       

      
        	
                (i)  

              	
                at
      the time of disclosure by Company is, or thereafter becomes, generally
      available to the public or within the industries in which Company or ESI
      or its affiliates conduct business, other than as a direct result of a
      breach by ESI of its obligations under this
  Agreement;

              


      

       

      
        	
                (ii)  

              	
                prior
      to or at the time of disclosure by Company, was already in the possession
      of, or conceived by, ESI or any of its affiliates, or could have been
      developed by them from information then in their possession, by the
      application of other information or techniques in their possession,
      generally available to the public, or available to ESI or its affiliates
      other than from Company;

              


      

       

       

      
         

        
                                                        

          
            
              

            
Confidential Document                  

          
             

            
              
                Initials
(Company)_____________

                Initials
(E.S.I.)________________

              

            

          

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      


       

       

      
        

         

         

      

      
        
          
            Etech
Agreement Page 8

            
              

            

          

          
             

          

        

      

       

      
        	
                (iii)  

              	
                at
      the time of disclosure by Company or thereafter, is obtained by ESI or any
      of its affiliates from a third party who ESI reasonably believes to be in
      possession of the information not in violation of any contractual, legal
      or fiduciary obligation to Company with respect to that information;
      or

              


      

       

      
        	
                (iv)  

              	
                is
      independently developed by ESI or its
  affiliates.

              


      

       

      Nothing
in this Agreement shall be construed to limit the ability of ESI or its
affiliates to pursue, investigate, analyze, invest in, or engage in investment
banking, financial advisory or any other business relationship with entities
other than Company, notwithstanding that such entities may be engaged in a
business which is similar to or competitive with the business of Company, and
notwithstanding that such entities may have actual or potential operations,
products, services, plans, ideas, customers or supplies similar or identical to
Company’s, or may have been identified by Company as potential merger or
acquisition targets or potential candidates for some other business combination,
cooperation or relationship. Company expressly acknowledges and agrees that it
does not claim any proprietary interest in the identity of any other entity in
its industry or otherwise, and that the identity of any such entity is not
confidential information.

       

       

       

       

       

      
        
           

          
                                                          

            
              
                

              
Confidential Document                  

            
               

              
                
                  Initials
(Company)_____________

                  Initials
(E.S.I.)________________