Tensas Inc: Exhibit 10.9 - Filed by newsfilecorp.com






Exhibit 10.9



This Agreement made this January 28, 2011 by and between:

WAKABAYASHI FUND LLC. 
Japanese Limited Liability
Company,
Address: 4-13-20 Mita Minato-Ku, Tokyo, Japan
108-0073
Hereinafter referred to as “WAKABAYASHI” or “Consultant”


And

TENSAS INC. 
A Delaware Corporation, its agents,
successors or assigns
Hereinafter referred to as
“PGI ENERGY, INC OR
“Client”
Address: 7322 Southwest Frwy Ste, 110, Houston, TX
77074
Telephone No: 713.532.5649 E:
mmczeal@Grealishmczeal.com 
Currently: Tensas, Inc. Symbol:
TSAS


Whereas Consultant is in the business of providing management
consulting services to businesses in an effort to obtain capital from third
parties for business use, including equipment leasing, purchase order and/or
contract financing, factoring and financing for land and buildings’ utilizing
various financing instruments and whereas Client desires to retain Consultant
for the following purposes:

To attempt to arrange financing for the purpose of working
capital as an intermediary 

For and in consideration of mutual benefits, promises, and the
cross consideration hereinafter set forth, the adequacy of which is hereby
acknowledged, the parties hereto, WAKABAYASHI and PGI ENERGY, INC collectively
“THE PARTIES”, hereby covenant and agree as follows:

	1. 	
      Services

	 	 	 
		A. 	
      WAKABAYASHI is hereby engaged by PYTHAGORAS GROUP INC.,
      to provide capital funding services (non-exclusive) including serving as
      an investment banking liaison, and acting as capital consultant for a six
      month period from the date hereof. WAKABAYASHI shall contact institutional
      investors, arrange presentation of the Company, assist in restructuring
      PYTHAGORAS GROUP INC.’s business plan for presentation and arrange
      conferences with capital sources (the “term”).

		B. 	
      WAKABAYASHI is engaged to provide capital structure,
      working capital, equipment financing, merger and acquisition, and
      reorganization consulting services to PGI ENERGY, INC for purposes of
      attempting to capitalize the company for a six month period from the date
      hereof.




	2. 	
      Compensation

	 	 
		
      PGI ENERGY, INC hereby agrees to pay WAKABAYASHI for the
      services set forth in Paragraph 1, the following
items:




	 	A. 	
      Recognizing that WAKABAYASHI has extensive sources of
      venture capital, coupled with brokerage industry contacts, PGI ENERGY, INC
      hereby agrees to pay WAKABAYASHI for the consulting services set forth in
      Paragraph 1(a) a success fee of seven percent (7%), inclusive of all fees,
      in cash of the amount of capital raised as a result of contacts by
      WAKABAYASHI. Such fees shall be due at closing of any transaction in which
      WAKABAYASHI has acted as the introducing person. Any party so introduced
      to PGI ENERGY, INC shall be pre-approved in writing by PGI ENERGY, INC and
      a list of introductions shall be maintained by
  consultant.






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	3. 	
      Termination of
Agreement




	 	A. 	
      Upon the bankruptcy or liquidation of the other party,
      whether voluntary or involuntary

	 	B. 	
      Upon the other party taking the benefit of any insolvency
      law

	 	C. 	
      Upon the other party having or applying for a receiver
      appointed for either party; and/or written notice by one party to the
      other party




	4. 	
      Notices

	 	 
		
      All notices hereunder shall be in writing and addressed
      to the party at the address herein set forth, or at such other address
      which notice pursuant to this section may be given, and shall be given
      upon the earlier of actual receipt or three (3) business days after being
      mailed or delivered to such courier service. Any notices to be given
      hereunder shall be effective if executed by and / or sent by the attorneys
      for THE PARTIES giving such notice and, in connection therewith, THE
      PARTIES and their respective counsel agree in giving such notice such
      counsel may communicate directly in writing with such party to the extent
      necessary to give such notice.




	5. 	
      Attorney Fees

	 	 
		
      In the event either party is in default of the terms or
      conditions of this Consulting Agreement and legal action is initiated or
      suit be entered as a result of such default, the prevailing party shall be
      entitled to recover all costs incurred as a result of such default
      including reasonable attorney fees, expenses and court costs through
      trial, appeal and to final disposition.

	 	 
	6. 	
      Time is of the Essence

	 	 
		
      Time is hereby expressly made of the essence of this
      Consulting Agreement with respect to the performance by THE PARTIES of
      their respective obligations hereunder.

	 	 
	7. 	
      Inurement

	 	 
		
      This Consulting Agreement shall inure to the benefit of
      and be binding upon THE PARTIES hereto and their respective heirs,
      executors, administrators, personal representatives, successors, and
      consultant cannot assign this agreement.

	 	 
	8. 	
      Entire Agreement

	 	 
		
      This Consulting Agreement contains the entire agreement
      of THE PARTIES. It is declared by THE PARTIES that there are no other oral
      or written agreements or understanding between them affecting this
      Agreement. This Agreement supersedes all previous agreements.

	 	 
	9. 	
      Amendments

	 	 
		
      This Agreement may be modified or amended provided such
      modifications or amendments are mutually agreed upon by and between THE
      PARTIES hereto and that said modifications or amendments are made only by
      an instrument in writing signed by THE PARTIES.

	 	 
	10. 	
      Waivers

	 	 
		
      No waiver of any provision or condition of this Agreement
      shall be valid unless executed in writing and signed by the party to be
      bound thereby, and then only to the extent specified in such waiver. No
      waiver of any provision or condition of this Agreement and no present
      waiver of any provision or condition of this Agreement shall be construed
      as a future waiver of such provision or condition.

	 	 
	11. 	
      Non-Waiver

	 	 
		
      The failure of either party, at any time, to require any
      such performance by any other party shall not be construed as a waiver of
      such right to require such performance, and shall in no way affect such
      party’s right to require such performance and shall in
      no way affect such party’s right subsequently to require a full
      performance hereunder. 






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	12. 	Construction of Agreement 
	 	 
		Each party and its counsel have participated
      fully in the review and revision of this Agreement. Any rule of
      construction to the effect that ambiguities are to be resolved against the
      drafting party shall not apply in the interpretation of this Agreement.
  
	 	  
	13.	Non-Circumvention Agreement 
	 	 
		PGI ENERGY, INC agrees, represents and warrants
      hereby that it shall not circumvent WAKABAYASHI with respect to any
      banking or lending institution, investment bank, trust, corporation,
      individual or investor introduced by WAKABAYASHI to PGI ENERGY, INC
      pursuant to the terms with WAKABAYASHI for the purpose of, without
      limitation, this Agreement and for a period of twenty four (24) months
      from the date of execution by THE PARTIES of this Agreement. If PGI
      ENERGY, INC enters into a transaction with a party introduced by
      consultant, then the fees owed under section 2a shall be due whether or
      not this Agreement or term has ended. 
	 	  
	14. 	Applicable Law 
	 	 
		THIS AGREEMENT IS EXECUTED PURSUANT TO AND
      SHALL BE INTERPRETED AND GOVERNED FOR ALL PURPOSES BY THE LAWS OF STATE OF
      CALIFORNIA FOR WHICH THE COURTS IN SAN DIEGO, CALIFORNIA SHALL HAVE
      JURISDICTION WITHOUT GIVING EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF
      LAWS RULES THEREOF OR OF ANY STYLE. The parties agree that mediation shall
      be used as an initial forum for the good-faith attempt to settle and
      resolve any issues or disputes that may arise. 
	 	  
	15.	Counterparts 
	 	 
		This Agreement may be executed in a number of
      identical counterparts. Each such counterpart is deemed an original for
      all purposes and all such counterparts shall, collectively, constitute one
      agreement, but, in making proof of this Agreement, it shall not be
      necessary to produce or account for more than one counterpart. 
	 	  
	16. 	F a c s i m i l e A facsimile copy of
      this 
		         Agreement is
      acceptable. 
	 	  
	17.	Acceptance of Agreement 
	 	 
		Unless both parties have signed this Agreement
      within ten (10) business days of the date listed above, this Agreement
      shall be deemed automatically withdrawn and terminated. 
	 	  
	18. 	Interstate Commerce The Consultant shall
      undertake to comply at all times with Section 17B of the Securities Act of
      1933. 





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IN WITNESS WHEREOF, THE PARTIES have set forth their hands and
seal in execution of this Consulting Agreement this January 28, 2011 by and
between Wakabayashi Fund LLC and PYTHAGORAS GROUP INC.:

	Wakabayashi Fund LLC 	 	PYTHAGORAS GROUP INC. 
	A Japan Limited Liability Company 	 	A Texas Corporation 
	  	 	  
	  	 	  
	By: /s/ Tadaharu Wakabayashi	
	By: 
	Tadaharu Wakabayashi, Director 	Mr. Robert Gandy, CEO 
	Date: January 28, 2011 	Date: January 28, 2011 
	  	 	  
	  	 	  
	  	 	PGI ENERGY, INC A 
	  	 	Delaware Corporation 
	  	 	  
	  	 	By: 
	  	 	  
	  	 	Marcellous S. McZeal, CEO 
	  	 	Client Company 
	  	 	Date: January 28, 2011 





www.wakabayashifund.com






PROJECT SCOPE 

PROJECT ACTIVITIES 

WAKABAYASHI FUND, in providing funding services, shall perform
the following project specific functions and merge WAKABAYASHI FUND efforts with
PGI ENERGY, INC resources, as needed. The emphasis of this funding project shall
be personal introductions of PGI ENERGY, INC to money managers, private equity
fund managers, hedge fund managers, pension fund managers, financial analysts,
institutional brokers, venture capitalists, investment bankers, and wholesale /
retail market makers. All out-of-pocket costs (i.e., costs for mail campaigns,
printing, distributions, etc.) shall be pre-approved and paid for by PGI ENERGY,
INC. 

	o 	Conduct and implement strategic planning
      analysis that combines PGI ENERGY, INC due-diligence and WAKABAYASHI FUND
      in-house analysis tools to emphasize marketability. 
	 	 
	o 	Coordinate buy-side and sell-side brokerage
      research coverage introducing PGI ENERGY, INC to these sources and
      facilitating their institutional research. This provides PGI ENERGY, INC
      and WAKABAYASHI FUND additional analysis reports from funding services.
  
	 	 
	o 	Investment banking introductions. 
	 	 
	o 	Develop story development project related
      Executive Summary for mail-out / distribution, which is flexible and
      updated to the ongoing developments of the PYTHAGORAS GROUP INC. 
	 	 
	o 	Plan marketing campaign matching PGI ENERGY,
      INC to WAKABAYASHI FUND’S proprietary contact base and other investment
      prospects / sources anchored by Internet presence 
	 	 
	o 	CEO, Officer and Director Profiles 
	 	 
	o 	Target of one on one institutional investor
      meetings and conference calls with the most desirable in microcap, small
      cap and mid cap decision making analysts and portfolio managers of
      corporate, business and family funds 
	 	 
	o 	Corporate message refinement that is flexible
      according to ongoing developments 
	 	 
	o 	Fact Sheets flexible to ongoing developments
  
	 	 
	o 	PowerPoint / slide presentations 
	 	 
	o 	Tele-conference call, including scripting,
      Q&A preparation, and thorough details for successful presentation
  
	 	 
	o 	Honest feedback from all meetings to allow
      complete knowledge of ongoing relationships and enhancements of messaging
    
	 	 
	o 	Development of Analysts research coverage and
      comparable inclusion 
	 	 
	o 	Nurture of current and potential investors
  
	 	 
	o 	Mail processing and request fulfillment 
	 	 
	o 	Investment Banking introductions






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	o 	Annual Meetings 
	 	 
	o 	Peer Group / Industry Analysis 
	 	 
	o 	Perception audits of the investment community
    


OPTIONAL PROJECT ACTIVITIES 

These ancillary projects can be provided at PGI ENERGY
INC.’s discretion and cost. 

	o 	Conduct road shows, with direct PGI ENERGY
      INC.’s participation, in cities targeted because of PGI ENERGY INC.’s
      institutional investor contact base 
	 	 
	o 	Design and Coordinate Trade Booths 
	 	 
	o 	Attend trade shows and conferences 
	 	 
	o 	Hold press / analysts seminars for
      institutional investors and investment managers 
	 	 
	o 	Develop investor relations section on PGI
      ENERGY INC.’s website 
	  	  
	o 	Develop comprehensive website and e-commerce
      solutions and/or project related web pages 
	 	 
	o 	Write media alerts and press releases to
      continuously generate press relating to PGI ENERGY INC and its stock
      performance, emphasizing both standard and Internet dissemination (company
      initiated only) 
	 	 
	o 	Plan and implement direct mail campaign to
      WAKABAYASHI FUND’S contact base and PGI ENERGY INC.’s related contacts
      with follow-up telephone sales contact 
	 	 
	o 	Annual Reports: assisting in the writing as
      well as assisting and directing to the designers, graphic artists and
      printers for the complete management of the publication






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Please let this serve as detailed information for wire transfer payments to Wakabayashi Fund LLC. 


Bank Name: Bank of Tokyo – Mitsubishi UFJ Ltd. 

Account Number: 0077306

Bank Code / Name: 043 / Tamachi

Account Name: Wakabayashi Fund LLC

Swift Code: BOTKJPJT

Branch Name: Tamachi Branch 043

MUFJ Address: 2-7-1 Marunouchi, Chiyoda-ku Tokyo Japan

Bank Representative: Ryota Ishida

Bank Telephone: 03-3454-0460 









 www.wakabayashifund.com