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Jack D. Burson
Certified Public Accountant
4450 Arapahoe Avenue, Suite 100
Boulder, CO 80303

(303) 499-4865 FAX (720) 294-1252

Dear Client,

This letter is to set forth the terms and objectives of our proposed engagement and the nature and limitations of the services we will provide to your company until mutually changed.

WORK TO BE DONE

A. Scope Limitations. My engagement cannot be relied upon to disclose errors, irregularities, or illegal acts, including fraud or defalcations, which may exist. I may inform you of any such matters that come to my attention.

B. Agreed Upon Services. Select from the list of Accounting Services available from On Line Accountant. I hope to better meet your expectations of service from me by having you clearly identify the specific services you wish provided and their frequency.

FEE SCHEDULE

The following is our understanding of the fee schedule agreed upon.

A. Professional Fees. My fees for the services as indicated will be based on the time expended at my current hourly rates, unless otherwise mutually discussed and agreed to in writing. I require a minimum retainer before work can begin. This retainer must be maintained throughout the engagement.

B. Factors Affecting Your Professional Fee. Professional fees will be based upon several factors; the most important of which includes time and labor involved, skill requisite to perform the professional services properly and any special circumstances imposed.

C. Direct Expenses. Additional charges for computer services, fax transmissions, report production and out of pocket costs, including travel costs, may be added to our professional fees. Such charges are in addition to any estimated fees given and will be due and payable upon presentation as billed monthly.

TERMINATION

Right to Terminate. Either party may terminate this relationship at any time by any form of written notification including EMail.

LIMIT OF LIABILITY

You agree that Jack D. Burson, CPA's liability hereunder for damages, regardless of the form of action, shall not exceed the total amount paid for the services described herein. This shall be your exclusive remedy.

You further agree that Jack D. Burson, CPA will not be liable for any lost profits, or for any claim or demand against you by any other party. In no event will Jack D. Burson, CPA be liable for incidental or consequential damages even if we have been advised of the possibility of such damages.

No action, regardless of form, arising out of the services under this agreement, may be brought by either party more than one year after the date of the last services provided under this agreement.

APPLICABLE LAW

This engagement letter shall be governed as to validity, interpretation, construction, effect and in all other respects by the laws and decisions of the state of Colorado. In the event of commencement of any legal action regarding any term or condition of this engagement such action by agreement is to be subject to the jurisdiction of the courts of Boulder County, state of Colorado.

COMPLETE AGREEMENT

This letter and the "Accounting Services Form" comprises the complete and exclusive statement of the agreement between the parties, superseding all proposals oral or written and all other communications between the parties. If any provision of this letter is determined to be unenforceable, all other provisions shall remain in force. If you have any questions or concerns regarding this engagement letter or desired services. Please contact me at the above address.

Sincerely,

Jack D. Burson, CPA

Accounting Services to be provided. Please indicate those required.

Agreed to by:

_____________________________________ Date __________

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