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Engagement Agreement

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 This Engagement Agreement involves

CAT9 GROUP INC. | ANDES 4 Inc | CAT9 Group Inc | Tech Associates Inc

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Governing Law: California     Date: 9/1/2015

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This Consulting Agreement (this “Agreement”) dated as of August 18, 2015 (the “Effective Date”), is by and between ANDES 4 Inc., (TBC [1] : CAT9 Group Inc.) a Delaware corporation, with offices at Chongqing BaNa District, YuDong YingDan Plaza 63-3, Chongqing, China 401320 (the “Client”) and Tech Associates Inc (the “Consultant”) with offices at 75 Broadway Street, Suite 202, San Francisco, CA 94111. 




A. The Client desires to retain the Consultant for the term set forth in this Agreement to assure itself of the services of the Consultant, and the Consultant is willing to be retained by the Client for the term on the terms and conditions set forth below. 

B. The Consultant desires to provide the services under this Agreement and represents that it is qualified to perform such services [2]


NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereinafter set forth, the parties agree as follows:


1.  Retention of the Consultant . Subject to the terms and conditions set forth in this Agreement, the Client hereby retains the Consultant to perform the services set forth in this Agreement, and the Consultant accepts this retention on the terms and conditions set forth in this Agreement. 

2.  Term The term of this Agreement shall commence on the Effective Date with an initial term of 6 months, and thereafter on an ongoing open-ended basis. Either party shall have the ability to terminate the Agreement after the initial 6 months with a notice provided in writing within 15 days prior to termination. If the Consultant is terminated anytime before the end of the initial 6 month term, and unless terminated by means of negative causation or proven misconduct by the Consultant, the Consultant’s fees shall be accelerated for the initial 6 months and paid in full. If a non-curable due diligence issue arises from either party, then both parties shall have the right to terminate the Agreement, if in the case of the Client, it would not be liable to pay additional compensation beyond the period that performance on the Agreement had been provided by the Consultant, or if in the case of the Consultant, it would not be obligated to continue performance on this Agreement effective as of the date of termination.


3.  Scope of Work . The services to be performed by the Consultant under this Agreement (the “Going Public” strategy) shall consist of the following: (a) General consulting work, corporate business analysis, drafting of the Client's Asset Assignments, Agreements, PPM, Super 8-K, 10-Q, 10-K, 8-K, and Form S-1, additionally, to help answer SEC (Securities and Exchange Commission) comments that may arise from the SEC; coordinating auditor changes, corporate identity, implementing and collaborating with the Client to fulfill its goal to become a publicly-traded entity on OTC BB (Over-the-Counter Bulletin Board) (b) Introduction to legal counsel, Edgar/XBRL filing service, auditors, accountants, 15c211 sponsors, a market maker, DTC eligibility (c) Assist in coordination with management in presentations (d) Evaluation of various financing procedures (e) Participation on calls with management, general business reviews. (f) All of these third party groups named in line (b) are independent of the Consultant and all expenses incurred by these third party groups will be paid for by the Client. (g) Any additional work and expenses that are necessary to fulfill the Consultant's performance, such as fees, charges, and supporting issues will also be paid by the client. Additionally, the Client has been given notice by the Consultant through this Agreement that the Consultant is not a licensed attorney and that certain items such as a legal letter must be obtained by a securities attorney prior to submitting on Form S-1, as required by the US Securities and Exchange Commission. Furthermore, that the Client may not fully rely on Consultant for legal advice with respect to its "going public" strategy. All work performed is being performed on a "best efforts" basis a

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