WORK AUTHORIZATION AND AGREEMENT

Date:

February 10, 2011

This agreement is made between Namdar Structural Engineering, Inc. in which the Consultant, and the Client is identified in Section 1 of this agreement to perform the following work as described in Section 2.

SECTION 1
Client: Name Address City, State Zip Code Phone: (000) 000-0000 Fax: (000) 000-0000

SECTION 2
Project Description: Name of Project Project Location: Address City, State Zip Code

SCOPE OF WORK
Structural Engineering and Drafting services: Design of light gauge steel members, connections, and preparation of shop drawings. 2.1 2.2 2.3 Prepare structural analysis and design (calculations). Prepare structural drawings drafting in ACAD format. 2- Meeting with client (travel time between the office and Project site will be invoices separately in accordance with Section 3 ) Make plan check correction as required by the governing agencies. Engineering Services during Construction (includes Field visit (travel time between the office and Project site will be invoices separately in accordance with Section 3 ,Shop Drawings and interpretation of structural drawings.

2.4 2.5

SECTION 3 - Services Not Included

Fees and Charges in Sections 3.1 and 3.2: Fee for this additional work not included in the above listed Section 2: Scope of Work will be charged on an hourly rate per Section 6: Additional Services and Compensation." 3.1 3.2 Structural Observation and structural field visit (unless specifically noted in section 2) Outside Consultants; Architectural Design, Civil, Electrical, Mechanical, Plumbing and Soil Engineering services. Clients Initials Consultants Initials

100 South Chaparral Court, Suite #230 Anaheim Hills, CA 92808 1|P a g e Phone: (714) 279-9200 FAX: (714) 279-9211

WORK AUTHORIZATION AND AGREEMENT

3.3

Fees and Charges for the above services in section 3.2 - Consultant fee for this work will be charged on an hourly rate. Fees - any application fees or other fees required by governing agencies shall be paid direct by the Owner.

3.4

SECTION 4 - FEE
4.1 Fee: Floor Survey and the core sampling of the concrete ..................................................................................... $0.00 Engineering, Design, drafting for construction documents (complete enough for plan check and not for construction), Phase I ............................................................................................................................ $10,800.00 Engineering Services during Bidding and Plan check Phase II .............................................................. $3,000.00 Engineering Services during Construction, Phase III ............................................................................. $2,000.00 Total ...................................................................................................................................................... $15,800.00

Payment to the Consultant shall not exceed the lump sum total of $15,800.00 (Fifteen Thousand and Eight Hundred Dollars) Plus reimbursable and any additional compensation in accordance with the fee schedule on section 6.

4.2

Fee Schedule: Fund disbursement will be made by Client. Progress payments will be made based on the work completed.

SECTION 5 - ADDITIONAL TERMS AND CONDITIONS

5.1 All services not included above in Section 2, shall be excluded from this contract. The nature of structural engineering is such that, in most cases, it is impossible to determine in advance the amount of time, which will be required to complete a given project. In order to provide service at a reasonable cost, our rates are established at levels predicted upon expectation that we will be paid for each and every hour required to complete the job. Estimates, when requested are made in good faith, but of course, can only be based on upon those factors affecting the cost, which are presented to us or can be foreseen. It must be understood that due to unforeseen and unusual elements may develop, which will result in increase in the fee. However prior to such an increase, the approval of the client will be obtained. Invoices will be rendered upon completion of the services. In the case of services continuing over a period of several months or more, invoices will be rendered monthly for services in each preceding month. It must be clearly understood that the person ordering and/or authorizing the services is ultimately responsible for payment thereof, unless it is specifically designated that he or she is acting as an officer, in his or her official capacity, for 1/2 a corporation. Terms are net thirty days cash. Interest at the rate of 1 % per month will be charged on all delinquent accounts. The Consultants work shall be based on information supplied to him by the Client. The Consultant shall not be held responsible for the accuracy of such information or omission of pertinent information.

5.2

5.3

Clients Initials

Consultants Initials

100 South Chaparral Court, Suite #230 Anaheim Hills, CA 92808 2|P a g e Phone: (714) 279-9200 FAX: (714) 279-9211

WORK AUTHORIZATION AND AGREEMENT

5.4

The Consultant shall not be held answerable for damages caused by delays in his performance, which arise out of events beyond his control. All Drawings and other work products of the Consultant for this Project are instruments of service for this Project only and shall remain the property of the Consultant whether the Project is completed or not. Re-use of any of the instruments of service of the Consultant by the Client on extensions of this Project or on any project without written permission of the Consultant shall be at their own risk and they agree to defend, indemnify and hold harmless the Consultant from all claims, damages and expenses including attorneys fees arising out of such unauthorized re-use of the Consultant's instruments of service by the Client or by others acting through the Client. Should any party bring legal action to enforce provisions of this agreement, the prevailing party shall recover the costs of suit and reasonable attorney's fees. Indemnification and Hold Harmless: Client agrees to indemnify and hold Consultant, his employees harmless of, from and against any claims, costs expenses (including attorney's fees), judgments, penalties, liabilities or losses which may be sustained by or against Consultant, his employees from negligent acts, errors or omissions of Client. Limit of liability: Client have discussed the rewards, and benefits of the project to the Client and his contractor, and the risks, limited rewards and benefits to the Client and his consultants with relationship to their fee for services. The contractor, hired by the Client, is skilled and experienced in the use and interpretation of the plans and specifications. The Client agrees to limit the Consultants total liability to the Client, his contractor and subcontractors resulting from Consultants negligent acts, errors or omissions to the total amount of fifty thousand dollars or the Consultant's fee whichever is greater. If the project is put on "hold" for any reason 30 days or more, through no fault of the Consultant, the fee on balance of work shall be renegotiated.

5.5

5.6

5.7

5.8

5.9

5.10 Contingency Fund, if as result of any errors, omission or negligent acts, for any of which the Consultant has legal responsibility, the Client incur an accumulation of excess cost over ten percent (10%), of the actual construction cost, the Consultant shall bear the burden of such accumulation of excess cost. The Consultant shall have no liability for any such excess cost, which is less than ten percent (10%) of the actual project costs. 5.11 It is agreed that the professional services of the Consultant do not extend to or include the structural observation during construction. It is then agreed that the Client will defend, indemnify and hold harmless the Consultant from any claims or suit whatsoever, including but not limited to all payments, expenses or costs involved, arising from alleged to have arisen from the contractor's performance or failure of the contractor's work to conform to the design intent and the contract documents. 5.12 This proposal is valid for 90 days only from the date on the front. If there is no project in progress within 90 days, this proposal is null and void.

SECTION 6 - ADDITIONAL SERVICES AND COMPENSATION

6.1 All services not included above in Section 2, shall be excluded from this contract. All Services as described in section-3 are additional services and are based on the hourly rates as shown in this section. Clients Initials Consultants Initials

100 South Chaparral Court, Suite #230 Anaheim Hills, CA 92808 3|P a g e Phone: (714) 279-9200 FAX: (714) 279-9211

WORK AUTHORIZATION AND AGREEMENT

6.2

Reimbursable - Reimbursable items, such as the cost of blueprinting, graphic reproduction, photo etc. at our direct cost plus 15%. . Travel Expense-Travel from The office to the clients office and or Project site will be charged based on the hourly rate of the Attendee plus the Mileage. Mileage will be charged based on 40 cents per mile Structural observation / field meeting (time at the site only for travel time see section 6.2), will be charged based on the following: Less than 4 hours flat rate of $1,000.00, more than 4 hours and less than 8 hours flat rate of $1,500.00. Services for requested work beyond the scope of this proposal and changes in previously approved work will be provided based on the hourly rate schedule and shall be paid as follows: Principal Engineer ......................................................................................................................................$300.00/hr Structural Engineer ....................................................................................................................................$300.00/hr P.E. Engineer .............................................................................................................................................$250.00/hr Engineer (not P.E.) ....................................................................................................................................$200.00/hr Structural Designer ....................................................................................................................................$150.00/hr Cad Draftsperson, Senior ..........................................................................................................................$120.00/hr Cad Draftsperson, Junior ...........................................................................................................................$110.00/hr Clerical ......................................................................................................................................................... $70.00/hr

6.3

6.4

Client has agreed to the terms, conditions, and provisions stated above which are incorporated hereunto and made part of this agreement for:

Miller AIP, Inc. Company Raymond Schofield Clients Name

Namdar Structural, Earthquake Engineering, Inc. A California Corporation Company Nader Namdar, MsSE, S.E. Consultants Name

Title/Position Signature

Title/Position Signature

Date

Date

Clients Initials

Consultants Initials

100 South Chaparral Court, Suite #230 Anaheim Hills, CA 92808 4|P a g e Phone: (714) 279-9200 FAX: (714) 279-9211