Tensas Inc: Exhibit 10.8 - Filed by newsfilecorp.com






Exhibit 10.8



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 provide institutional market awareness and public
relations services 

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

	 	 
		
      WAKABAYASHI FUND is hereby engaged to provide Public
      Relations services (non-exclusive) including serving as an investment
      banking liaison, obtaining write ups about the company and acting as an
      institutional public relations consultant for a six month period from the
      date hereof (the “term”).

	 	 
	2. 	
      Compensation

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



A.      The issuance of 9,650,000
shares of common stock upfront. Further, shares when issued will have no stop
orders, orders to cancel or other legal impediment, and that said shares, when
issued, will be validly issued, fully paid and non-assessable. The said shares
shall be issued within five days after the date hereof. Such stock cannot be
issued pursuant to an S-8 Registration statement. The shares are not in
contravention of Section 5 of the Securities Act of 1933 and specifically with
sections 5a and 5c there under. 

For undertaking this engagement and for other good and valuable
consideration, PGI ENERGY, INC agrees to issue to the Consultant a “Commencement
Retainer” of 9,650,000 shares of TENSAS INC.’s Common Stock (“Common Stock”) to
be delivered to WAKABAYASHI FUND within five (5) business days of the signing of
this Agreement. This Commencement retainer shall be issued toWAKABAYASHI FUND immediately following execution of this
Agreement and shall, when issued and delivered to WAKABAYASHI FUND, be fully
paid and non-assessable. 



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PGI ENERGY, INC understands and acknowledges that WAKABAYASHI
FUND has foregone significant opportunities to accept this engagement and that
PGI ENERGY, INC derives substantial benefit from the execution of this Agreement
and the ability to announce its relationship with WAKABAYASHI FUND. Therefore,
the 9,650,000 shares of Common Stock issued as a Commencement Retainer,
constitute payment for PGI ENERGY INC.’s agreement to consult with WAKABAYASHI
FUND and are a nonrefundable, non-apportionable, and non-ratable retainer; such
shares of common stock are not a prepayment for future services. If PGI ENERGY,
INC decides to terminate this Agreement prior to July 28, 2011 for any reason
whatsoever, it is agreed and understood that WAKABAYASHI FUND will not be
requested or demanded by PGI ENERGY, INC to return any of the shares of Common
Stock paid to it as retainer hereunder. 

Further, if and in the event PGI ENERGY, INC is acquired in
whole or in part, during the term of this agreement, it is agreed and understood
WAKAKABAYASHI FUND will not be requested or demanded by PGI ENERGY, INC to
return any of the 9,650,000 shares of Common Stock paid to it hereunder. It is
further agreed that if at any time during the term of this agreement, PGI
ENERGY, INC or substantially all of WAKABAYASHI FUND’s assets are merged with or
acquired by another entity, or some other change occurs in the legal entity that
constitutes PGI ENERGY INC., WAKABAYASHI FUND shall retain and will not be
requested by PGI ENERGY, INC to return any of the 9,650,000 common shares. 

B.      WAKABAYASHI FUND will also
incorporate a free look clause whereby PYTHAGORAS GROUP INC. may request to
verify our long position in TENSAS INC.'s to become successor PGI ENERGY, INC.’S
stock as well as incorporate a proprietary restrictive clause which precludes
any liquidation of our vested stock until the termination of our contract. 

	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/orwritten 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.





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	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.

	 	 
	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 2 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,





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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.



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 PGI ENERGY INC.:

	
    Wakabayashi Fund LLC 
	 	PYTHAGORAS GROUP INC. 
	
    A Japan Limited Liability Company 
	 	A Texas Corporation 
	
      
	 	  
	
    By: /s/ Tadaharu Wakabayashi

    Tadaharu Wakabayashi, Director     

    Date: January 28, 2011 
	
    	By: 

    Mr. Robert Gandy, CEO 

    Date: January 28, 2011 
	  	 	  
	  	 	PGI ENERGY, INC 
	  	 	A Delaware Corporation 
	  	 	  
	  	 	By: 
	  	 	Mr. Marcellous S. McZeal, CEO 
	  	 	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
PYTHAGORAS GROUP 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




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