AGREEMENT FOR MANAGEMENT SERVICES

This Agreement entered into as of 16th of July, 2010 by and

between The Impact Group Of Companies LLC.(hereinafter referred
to as “Impact”) with an address at 205 Golden Oaks Lane, Saint
Augustine, FL 32080 and Kolsen and Associates LLC.(hereinafter
referred to as “Kolsen”) with an address at
Saint Augustine , FL . Impact and Kolsen may hereafter be
referred to individually as a “party” or collectively as the
“parties”.

Recitals
A. Impact is acquiring part of a townhome development
located at Hedgewood Drive, Saint Augustine, FL 32092
consisting of twenty (20) partially constructed townhomes
in five (5) buildings and four vacant lots of land on
which four (4) additional townhomes may be
constructed(hereinafter referred to as the “Project”);

B. Kolsen is a business corporation operating as a licensed

general contractor under the laws of the State of
Florida. Kolsen provides construction services in the
State of Florida.

C. Impact desires to retain the services of Kolsen to

provide its experience, skills, supervision, and certain
personnel in the management and operation of the Project,
and Kolsen desires to provide such management and
services under the terms hereinafter set forth subject at
all times to the recognition and acceptance of Kolsen
that the full authority and ultimate control of the
Project shall, at all times, remain exclusively with
Impact and Impact’s management personnel.

D. The goals of this Agreement are to:

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 1. Provide to Impact effective construction management
services consistent with quality and efficiency and
effectiveness to finish the construction of the Project;

2. Operate the Project on a sound financial basis;

3. Maintain an excellent public image for the Project;

4. Prevent the loss of materials and equipment on the

Project;

5. Obtain materials and sub-contractors on the best

possible terms and prices for Impact;

6. Maintain the equipment, grounds and general

appearance of the Project.

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE

OBLIGATIONS UNDERTAKEN BY THE PARTIES PURSUANT HEREOF, THE
PARTIES HEREBY AGREE AS FOLLOWS:

ARTICLE 1. ENGAGEMENT

1.1 Managing Authority. Impact hereby retains Kolsen

and Kolsen hereby agrees to act as the managing authority
of the Project subject to Impact’s control.

1.2 Authority and Responsibility Of Managing

Authority. As managing authority of the Project, Kolsen
shall have authority and responsibility to conduct,
supervise and effectively manage the day-to-day
operations of the Project. William Kolsen, President and
CEO of Kolsen shall oversee Shoreline’s activities
pursuant to this Agreement.

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 ARTICLE 2. SHORELINE’S RESPONSIBILITIES

2.1 General Contractor Status. Kolsen shall at all

times to completion of the Project maintain its licensure
as a general contractor legally permitted to operate in
St. Johns County. Florida. Kolsen will likewise maintain
all necessary liability and worker’s compensation
insurance policies in force until Project completion.

2.2 Sub-Contractors. Kolsen shall hire(subject to

Impact’s written approval), supervise and ensure that all
sub-contractors perform their works in a professional and
workman-like manner, consistent with the terms of their
respective contracts and all relevant governmental
authorities, building codes and architectural plans.
Kolsen shall coordinate and personally supervise all
building department inspections.

2.3 Bids. Kolsen shall assist Impact in obtaining

goods and services required by Impact to complete the
Project. Kolsen shall endeavor to obtain the best
pricing in connection therewith.

2.4 Communication And Reports. Kolsen will present to

Impact’s manager a weekly written report on the status
and progress of the Project as well as steps being taken
to carry out the Project.

2.5 Consultation. From time to time, each party shall

accommodate the other to discuss any problems, or other
matters regarding the Project or Shoreline’s performance
under this Agreement.

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 2.6 Ordering and Staging of Supplies. Kolsen shall
ensure that all sub-contractors and Kolsen employees have
the relevant supplies on-site and where needed to conduct
their work. Kolsen shall provide timely written requests
for said supplies to Impact’s on site personnel to
facilitate the timely ordering and delivery of said
supplies to the Project.

2.7 Kolsen Personnel Services. Kolsen shall hire,

solely upon the specific request of Impact, tradesmen and
laborers (the “Personnel”) to furnish services to the
Project not being carried out by sub-contractors, subject
to the written approval of Impact. Weekly, no later than
Thursday at noon, Kolsen shall provide documentation of
any monies due it by Impact for services provided
pursuant to this paragraph and any bills received from
sub-contractors and suppliers to be paid. Impact shall
pay Kolsen the actual cost of said Personnel and will pay
on behalf of Kolsen any supplier and sub-contractors
invoices within their payment terms pursuant to paragraph
3.5.

2.8 William Kolsen’s Services. William Kolsen shall

coordinate and supervise Kolsen’s obligations and
responsibilities under this Agreement. He will be on-
site at the Project a minimum of FIVE (5) hours per day
Monday to Friday 8:00 AM to 1:00 PM during the term of
this Agreement. Additionally, he will be available
telephonically at 904-669-1663 during normal business
hours of 8:00AM to 5:00PM.

2.9 Liability and Worker’s Compensation. During the

term of this Agreement Kolsen shall provide liability
insurance naming Impact as additional insured in the
amount of $1,000,000. Kolsen shall make all required
worker’s compensation contributions for its employees

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 working on the Project. Impact shall reimburse Kolsen
for said expense pursuant to paragraph 3.2 below.

2.10 Meetings. Kolsen shall make William Kolsen

available for any and all building department meetings or
other meetings as required by Impact.

ARTICLE 3. IMPACT’S RESPONSIBILITIES

3.1 Building Permits. Impact shall apply for and

obtain general building permits as required by Impact for
the Project listing Kolsen as the general contractor.
Impact shall pay to St. Johns County all permits fees.

3.2 Insurances. During the term of this Agreement

Impact shall reimburse Kolsen for its cost of liability
insurance, and worker’s compensation contributions for
Personnel working at the Project, other than William
Kolsen, payable upon presentment to Impact of paid
invoices from Kolsen. Impact shall also pay for any
builder’s risk coverage, if any, for the Project.

3.3 Office Space and Personnel. Impact shall provide

an office and secretarial support services at the Project
for Kolsen’s use during the engagement.

3.5 Payments for Personnel and Supplies. Impact shall

make weekly payments on a Friday of accounts
payable(suppliers and sub-contractors) and payments to
Kolsen for Personnel provided pursuant to paragraph 2.7.

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 ARTICLE 4. COMPENSATION

4.1 As compensation for all services rendered by

Kolsen under this Agreement, Impact shall pay to Kolsen
the following payments:

a. A monthly management fee payable in advance on

the first of each and every month of the Agreement of
FIFTEEN HUNDRED DOLLARS ($1500.00). Upon the Effective
Date (as defined below) of the Agreement, Impact shall
pay THREE THOUSAND DOLLARS ($3000.00) to Kolsen for
management fees, so that Kolsen shall always retain one
month’s fee as security of payment of Impact’s obligation
hereunder.

b. Bi-weekly payments of FIFTEEN HUNDRED DOLLARS

($1500.00) for the services provided by William Kolsen
paid in arrears.

c. Upon closing by Impact on the sale of any

townhomes completed by Kolsen pursuant to this Agreement,
a bonus payment equal to ONE HALF OF ONE PERCENT (0.005%)
of the selling price of said townhomes. Said bonus
payments to be made at closing, upon the collection of
sale monies by Impact.

ARTICLE 5. TERM AND TERMINATION

5.1 Effective Date. This Agreement shall become

effective upon the receipt of approved building permits
by Impact from St Johns County Building Department for
the townhomes in the Project. Notwithstanding the above,
Kolsen agrees upon the execution of this Agreement to
permit Impact to list Kolsen as the general contractor on
all building department applications for the Project.

5.2 Term. Unless sooner terminated as otherwise

provided in this Agreement, this Agreement will remain in
effect until the completion of the partially constructed

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 townhomes of the Project or one year, whichever occurs
first.

5.3 Termination Without Cause. Either party may

terminate this Agreement without cause at any time by
giving written notice to the other party. Such
termination shall be effective ninety (90) days after the
date such notice is given, in which case Impact’s
obligations to Kolsen will be limited to paying the fees
and expenses owed to Kolsen pursuant to Article 4 for
such ninety (90) day period as well as any and all
obligations accrued but unpaid as of the effective date
of termination.

5.4 Termination With Cause.

a. Kolsen shall have cause to terminate this

Agreement if Impact defaults in the payment of any
monies due Kolsen under the Agreement, and such default
shall continue for seven (7) days after written notice
is given to Impact stating the specific default.

b. Impact shall have cause to terminate this

Agreement if Kolsen shall materially default in the
performance of any covenant, agreement, term or
provision of this Agreement to be kept, observed or
performed by Kolsen and such material default shall
continue for a period of seven (7) days after written
notice is given to Kolsen by Impact stating the
specific default.

c. Either party may immediately terminate this

Agreement if the other party shall do any of the
following: i)apply for or consent to the appointment
of a receiver, trustee or liquidator of all or a
substantial part of its assets. ii)admit in writing
its inability to pay its debts as they become due.
iii)make general assignment for the benefit of
creditors.

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 ARTICLE 6 PROVISIONS

6.1 Assignment. This Agreement shall not be assigned

without the written permission of the parties.

6.2 Governing Law. This Agreement has been made in,

and shall be construed and enforced in accordance with the
laws of the State of Florida, without giving effect to the
choice of law principles thereunder.

6.3 Notice. All notices of default and termination

must be sent by certified or registered mail, return receipt
requested to the respective party at their address as listed
above. All other communications may be sent via facsimile,
regular mail or by hand.

6.4 Severability. In the event that any provision or

provisions of this Agreement shall hereafter be declared to
be invalid or unenforceable I whole or in part, such
invalidity or unenforceability shall not affect any other
provisions of this Agreement or portions of such provisions
and the same shall continue in full force and effect.

6.5 Miscellaneous Provisions.

a) The parties hereto agree to execute any further

instruments and shall perform any acts which are or may
become necessary to effectuate the terms of this Agreement.

b) This Agreement sets forth all of the promises,

covenants, agreements, conditions and understanding between
the parties hereto, with respect to the subject matter
hereof, and supersedes all prior and contemporaneous
agreements and understandings, inducements or conditions
pertaining hereto, express or implied, oral or written,
except as contained herein.

c) No waiver by any party hereto of any condition, or

breach of any term or covenant contained in this Agreement,
whether by conduct or otherwise, shall be construed as a

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 continuing waiver of any such condition or breach or waiver
of any other condition.

d) This Agreement may be modified only by a writing

executed by the parties.

e) The headings in this Agreement are intended solely

for ease of reference and shall give no effect in the
construction or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have

hereunto set their hands as of the day and year first above
written.

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