Scope of Engagement

The following table summarizes the services we will provide, how frequently we will provide them, and the work product we will provide to you:

*On a quarterly basis, utilizing accounting software, we will download a trial balance, which is not a substitute for the generation of financial statements in accordance with the applicable financial reporting framework. We will also prepare financial statements in accordance with Section 70 of Statement on Standards for Accounting and Review Services (SSARS) No. 21. These statements are for the sole use of management, are not a substitute for compiled, reviewed or audited financial statements, and no accountant's report will be prepared or submitted. If you submit these statements to a third party, you agree to inform the third party that they have not been compiled, reviewed, or audited. If you wish to engage our firm to provide compilation services, we will confirm this arrangement under a separate engagement letter and detail the additional charges for this service.

** The bill payment service may or may not be applicable in your specific engagement.

Client Responsibilities

You authorize Kim Kim & Co., CPAs, P.C. to accept instructions from your representative for this engagement. You agree to timely provide us with the information that we request in timely manner.

As a condition to our performing the services described above, you agree to:

· make all management decisions and perform all management functions, including determining account codings and approving all proposed journal entries;

· designate an individual who possesses suitable skill, knowledge, and/or experience, preferably within senior management, to oversee the services;

· evaluate the adequacy and results of the services performed;

· accept responsibility for the results of the bookkeeping services; and

· establish and maintain internal controls over the bookkeeping processes and monitor ongoing activities, including but not limited to supervision of your staff.

You agree that your management and employees are responsible for the proper recording of transactions in the records, the safekeeping of assets, and the accuracy of the financial statements. In addition, we have no responsibility to identify and communicate deficiencies or material weaknesses in your internal control system as part of this engagement.

CPA Firm Responsibilities

We will perform the services in accordance with the Code of Professional Conduct and the Statement on Standards for Consulting Services issued by the American Institute of Certified Public Accountants.

This engagement is limited to the bookkeeping services outlined above. Kim Kim & Co., CPAs, P.C., in its sole professional judgment, reserves the right to refuse to take any action that could be construed as making management decisions or performing management functions, including determining account codings and approving journal entries. We will not perform management functions or make management decisions for you. However, we may provide advice, research materials, and recommendations to assist your management in performing its functions and making decisions within the scope of this engagement. You agree that you will not and are not entitled to rely on any advice unless it is provided in writing.

The above bookkeeping services will be performed based upon information you provide to us. We will not verify or audit this information. To the extent you have engaged our firm to reconcile your bank account, we will not inspect cancelled checks, substitute checks or bank images. We will not perform an audit, review, or compilation of your financial statements, and no accountanta€™s report will be prepared or submitted. Our engagement does not include any procedures designed to detect errors, fraud, or theft. Therefore, our engagement cannot be relied upon to disclose such matters.

We will perform our services under the assumption that all information you submit is true, complete and accurate according to documents and other information retained in your files.

You may request that we perform additional services not contemplated by this engagement letter. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services. Engagements for additional services may necessitate that we amend this letter or issue a separate engagement letter to reflect the obligations of both parties. In the absence of any other written communications from us documenting additional services, our services will be limited to and governed by the terms of this engagement letter.

Timing of Engagement

We plan to provide bookkeeping services for the year ____ upon receipt of a signed copy of this engagement letter and at a time mutually determined by you and Kim Kim & Co., CPAs, P.C.. We expect to conclude our services upon written notification by either party that the engagement is terminated.

Fees and Billings

Our fees for the services outlined above will be incorporated into the billing clauses of our separate tax services engagement letter. Our fee is based upon the complexity of the work to be performed and our professional time to complete the work.

If the information you provide is not submitted in a timely manner, or is incomplete or unusable, we reserve the right to charge additional fees and expenses for services required to correct the problem. If this occurs, we will contact your representative to discuss the matter and the anticipated delay in performing our services.

We reserve the right to suspend or terminate our work for non-payment of fees. If our work is suspended or terminated, you agree that we will not be responsible for your failure to meet government and other deadlines, for any penalties or interest that may be assessed against you resulting from your failure to meet such deadlines, and for any other damages (including but not limited to consequential, indirect, lost profits, or punitive damages) incurred as a result of the suspension or termination of our work.

Electronic Data Communication and Storage and Use of Third Party Service

In the interest of facilitating our services to your company, we may send data over the Internet, store electronic data via computer software applications hosted remotely on the Internet, or allow access to data through third-party vendorsa€™ secured portals or clouds. Electronic data that is confidential to your company may be transmitted or stored using these methods. We may use third-party service providers to store or transmit this data, such as providers of tax return preparation software. In using these data communication and storage methods, our firm employs measures designed to maintain data security. We use reasonable efforts to keep such communications and data access secure in accordance with our obligations under applicable laws and professional standards. We also require all of our third-party vendors to do the same.

You recognize and accept that we have no control over the unauthorized interception or breach of any communications or data once it has been sent or has been subject to unauthorized access, notwithstanding all reasonable security measures employed by us or our third-party vendors. You consent to our use of these electronic devices and applications and submission of confidential client information to third-party service providers during this engagement.

Termination and Other Terms

Any claim arising out of this engagement letter shall be commenced within one year of the delivery of the work product to you, regardless of any longer period of time for commencing such claim as may be set by law.

We reserve the right to withdraw from this engagement without completing our services, for any reason, including, but not limited to, if you fail to comply with the terms of this engagement letter, or as we determine professional standards require.

If any portion of this engagement letter is deemed invalid or unenforceable, such a finding shall not operate to invalidate the remainder of the terms set forth in this engagement letter.

You may request that we perform additional services not contemplated by this engagement letter. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services. Engagements for additional services may necessitate that we amend this letter or issue a separate engagement letter to reflect the obligations of both parties. In the absence of any other written communications from us documenting additional services, our services will be limited to and governed by the terms of this engagement letter.

At the completion of our engagement, the original source documents will be returned to you. Workpapers and other documents created by us are our property. Such original workpapers will remain in our control, and copies are not to be distributed without our prior written consent.

Entire Agreement

This engagement letter, including any attachments, encompasses the entire agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written. Any modification to the terms of this engagement letter must be made in writing and signed by both parties.

We appreciate the opportunity to be of service to you. Please date and sign the enclosed copy of this engagement letter and return it to us in the envelope provided to acknowledge your agreement with its terms. It is our policy to initiate services only after we receive the signed copy of this engagement letter from you.

Very truly yours,

___________________

Kim Kim & Co., CPAs, P.C.

APPROVED:

Client name:

Signature ___________________

Date________________