CLIENT CONSULTING SERVICES AGREEMENT
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This Consulting Agreement is by and between Harbin Yinhai Technology Development
Company Ltd. ("YHT" or "Client"), whose address is Harbin Yin Hai Ke Ji Fa Zhan
You Xian Gong Si 18 Dalian Road, Pingfang Industrial Development Zone Harbin,
P.R.China 150060 and, The Transaction Group, ("TTG" or "Consultants"), whose
address is 11800 N. 28th St., St. Petersburg, FL 33716.
WITNESSETH:
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WHEREAS, CLIENT requires consulting services relating to business development
and general corporate strategies relating to public companies; and
WHEREAS, CLIENT desires to induce CONSULTANTS to provide consulting services to
CLIENT,
WHEREAS, CONSULTANTS wishes to provide CLIENT with consulting services.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, and
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties, intending to be legally bound, agree as follows:
1. For services rendered by Consultants regarding the acquisition of YHT by
WTEQ, and as a concurrent condition of the transaction between YHT and
WTEQ, YHT hereby agrees to pay Consultants, and/or their assigns, Three
Hundred Fifty Thousand Dollars ($350,000US). Said fee shall be paid on or
before the date of Closing, which shall be specified in the definitive
Acquisition Agreement between WTEQ and YHT. Said fee shall be paid in
certified U.S. bank funds and shall be made out to Progressive Media Group,
Inc. ("PMG"), whose address is 11800 N. 28th St., St. Petersburg, FL 33716.
PMG shall disperse the funds to the signatories and/or their assigned
entities, as set forth below herein. It is expressly understood that
payment of said consulting, transactional fee of $350,000US, is in
conjunction with, and part of, YHT's acquisition of WTEQ and a specific
condition thereof. Failure to pay said transactional fee in full on or
before Closing, as so specified in the definitive Acquisition Agreement
between WTEQ and YHT, shall render the Acquisition Agreement to be
incomplete.
2. The parties further understand and agree that not only are the terms and
conditions of this agreement strictly confidential, but also that the fact
that this Agreement exists between YHT and PMG shall be held in confidence
by the parties herein.
3. Binding Law: This Agreement shall be subject to all valid applicable laws,
rules and regulations of the State of North Carolina.
4. Entire Agreement: The parties further understand and agree that once the
conditions as set forth in Section 1 herein has been fulfilled, that this
Agreement shall be deemed null and void. This Agreement shall constitute
the entire agreement between the parties unless modified by a written
amendment.
5. Facsimile Counterparts: Facsimile signatures may be relied upon as a signed
original signatures. Further, this Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by duly authorized officers.
Harbin Yinhai Technology Development Company Ltd. ("YHT")
/s/ Ling Tian Date: 1/21/2005
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Ling Tian, President
THE TRANSACTION GROUP ("CONSULTANTS"):
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PROGRESSIVE MEDIA GROUP, INC.
/s/ Pamela Cohen Date: 1/21/2005
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Pamela Cohen, President
XCL PARTNERS, INC.
/s/ Tim Reiu Date: 1/21/2005
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Tim Reiu, President
AERO FINANCIAL, INC.
/s/ Jim Price Date: 1/21/2005
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Jim Price, President
TRIPLE S PARTS, INC.
/s/ Emiliano Lakota Date: 1/21/2005
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Emiliano Lakota, President