Mr. Dave Hammar

July 7, 2011

Mr. Dave Hammar Chief Executive Officer Hunsaker & Associates San Diego, Inc. 9707 Waples Street San Diego, CA 92121

Re: Engagement Letter for Providing a Framework for Transition and Leadership Effectiveness Services

Dear Dave:

On behalf of CUSTOMatrix, Inc. (“Consultant”), I want to thank you for the opportunity to provide transition and leadership advisory services (“Services”) to Hunsaker & Associates San Diego, Inc. (“Company”). This engagement letter (“Engagement Letter”) describes our approach to the delivery of a Framework for Leadership Evaluation and Effectiveness and Transition Services and our estimated fees and expenses for the work.

BACKGROUND

Hunsaker & Associates has performed well in the midst of a sustained economic downturn, by adjusting its expense structure and maintaining high quality client relationships. The long- term goal for management is to optimize financial performance by leveraging the reduced overhead in anticipation of the eventual economic turn-around. Management has been tactically proactive in dealing with negative market forces resulting in a sound financial position and looks forward to developing an executive compensation and transition framework. Improving the transition framework will be essential to retaining a management team that is engaged and committed to creating an increase in enterprise value Mr. Dave Hammar CUSTOMatrix™ Proposal July 7, 2011 Page 2

The SCOPE OF SERVICES that follows is a proposal for the development of a transition framework that will meet both enterprise and individual objectives. Mr. Dave Hammar CUSTOMatrix™ Proposal July 7, 2011 Page 3

CUSTOMatrix™ understands that the primary areas of focus are:

1. Propose options for Partner ownership/compensation.

2. Identify key roles in the organization.

3. Identify key individuals in the organization.

4. Propose a management structure/system for the organization.

SCOPE OF SERVICES

The following components of the engagement can be conducted simultaneously or at separate intervals based on the sequences of information that is required to advance to the next respective task:

Organizational Measurement and Financial Measurement Design with Implementation.

Using interviews, discussions, coaching, and assessments, CUSTOMatrix™ CLO, Tom Erickson, whose biography can be seen in Exhibit B will perform the following:

1. Isolate the following possible strategies as they relate to the comparison of individual partner’s goals and organizational goals.

1.1. Equity with ownership.

1.2. Synthetic equity without ownership.

2. Provide an individual financial analysis for each partner that summarizes significant measurements and focuses on the equity in Hunsaker & Associates in relation to their overall financial position.

1.3. Coordinate and design a strategy with CUSTOMatrix™ consultant Bill Dutton pursuant to the Financial Measurement, Design with Implementation.

1.4. Reconcile all data gathered from partners and any individuals deemed to be involved in process by consultants, formalizing proposal for entire team.

1.5. Design, recommend, and implement financial instruments to accomplish the mutually agreed upon funding of the buy-out of each individual partner at the appropriate time of their respective exit from Hunsaker & Associates. Mr. Dave Hammar CUSTOMatrix™ Proposal July 7, 2011 Page 4

1.6. Issue a written report to Dave Hammar for review of discoveries.

1.7. Facilitate a meeting for partners’ review, approval and implementation of plan recommendations.

ASSUMPTIONS

In preparing this proposal and the associated fee estimate, we have made several assumptions based upon our discussions with the Company which are as follows:

1. Consultant will need access to the Company’s plans, including but not limited to information related to potential sales opportunities, financial information, proposed employment and compensation records.

2. The Consultant will need access to management.

3. All deliverables will be developed using Microsoft products (for example, Excel, Word and PowerPoint

PROFESSIONAL ARRANGEMENTS

Consultant has priced the Services of this proposed engagement as follows:

Consultant shall perform the services described under Scope of Services in the Engagement Letter, upon request, during the course of this engagement beginning immediately upon acceptance of this proposal. The Company agrees to pay Consultant a fixed fee of $7,500 (seven thousand five hundred and 00/100 dollars) for services described. There will be no charge for travel time to and from your location. Upon signing of this agreement, the Company agrees to pay Consultant a deposit of $5,000 (five thousand and 00/100 dollars) The remainder to be paid upon receipt of the deliverables.

ENTIRE AGREEMENT

This engagement shall be governed by the provisions of which are incorporated here by reference and shall be binding upon the parties. This proposal and its terms will remain open to the Company for fourteen (14) days from the date of issue.

The terms in this Engagement Letter, constitute the entire agreement between Consultant and the Company and supersede all prior or contemporaneous oral and written representations, Mr. Dave Hammar CUSTOMatrix™ Proposal July 7, 2011 Page 5 understandings or agreements relating to the subject matter hereof. This Engagement Letter may be changed only by a written agreement signed by an authorized representative of Consultant and of the Company.

I would like to thank you again for this opportunity to allow CUSTOMatrix™ to serve Hunsaker & Associates. Please indicate your acceptance of this proposal by signing below and returning it to me. We look forward to working with you on this project and any future endeavors that Hunsaker & Associates may undertake.

Sincerely,

Eric Chriss CEO CUSTOMatrix, Inc.

Agreed:

On behalf of Hunsaker & Associates, I hereby agree to the terms and conditions embodied in this Engagement Letter and the attachment(s) incorporated by reference herein:

______Signature Title

______Name (Printed) Date .

EXHIBIT A Project Work Agreement

Hunsaker & Associates (the “Company”) agrees to engage CUSTOMatrix, Inc. (“Consultant”) to perform project services according to the following terms of this agreement (this “Agreement”), effective as of , 2011 (the “Effective Date”).

1. Project Services; Fees

1.1 Consultant shall perform the services described on the Engagement Letter (attached hereto), upon request, during the course of this engagement, beginning on , 2011. The Company agrees to pay Consultant according to the Engagement Letter which is a part of this document: Payment terms on the fee invoices shall be net due within 7 days of the invoice date. In addition, the Company shall reimburse Consultant for all reasonable out-of- pocket living, travel and other miscellaneous expenses that may be incurred. Payment terms for out-of-pocket expenses shall be net seven (7) days from invoice date. Statements for services rendered or disbursements incurred that are not paid in full within 14 days after the date of the statement shall be subject to late charges of 1.5% per month (18% annual percentage rate), computed from the due date of the statement until paid. The Company must notify Consultant of a billing dispute within 14 days of the invoice date or else the Company will have deemed the invoice to be correct, due and owing in all respects.

1.2 Consultant shall be entitled to receive all reasonable costs and expenses incidental to the collection of overdue amounts under this Agreement, including but not limited to reasonable attorneys' fees.

1.3 The Company agrees to pay Consultant a deposit of $5,000.00 (five thousand and 00/100 dollars) for the Company's future payment obligations to Consultant under this Agreement (the "Deposit"). If the Company fails to make any payment due to Consultant within ten days after notice of such failure to pay has been provided to the Company by Consultant, Consultant may apply the Deposit against such outstanding amount owed to Consultant. If the Company otherwise breaches this Agreement and fails to cure such breach, Consultant will be entitled to apply the Deposit to its damages resulting from such breach, in addition to availing itself of any other available remedies. Upon termination or expiration of the term of this Agreement, Consultant shall

111666.000000/565110.02 July 7, 2011 CUSTOMatrix, Inc. Project Work Agreement Page 7

return to the Company the balance of the Deposit remaining after application of any amounts to the Company's unfulfilled payment obligations to Consultant.

2. Consultant Personnel; Relationship of the Parties

2.1 Consultant will assign Consultant’s employee(s) or independent contractor(s) to perform services for the Company.

2.2 The parties agree that Consultant will be serving the Company as an independent contractor for all purposes and not as an employee or partner of or joint venture with the Company. Consultant therefore will have control over the order and sequence of project work, subject to prior approval of the Company over the specific hours worked, will have the opportunity for entrepreneurial profit, and will not be subject to Company withholding of income or employment taxes.

2.3 The Company acknowledges that Consultant’s success in performing the services depends on the participation, cooperation, and support of the Company’s most senior management.

2.4 Neither Consultant nor any of its employees or contractors will be or serve as an employee, a manager, any other officer, or a director of the Company unless formally agreed to in a signed agreement. The Consultant will have no authority or control over the employees of the Company. Consultant may not sign any documents on behalf of the Company, including but not limited to federal or state securities filings, tax filings, or representations and warranties on behalf of the Company unless formally agreed to in a signed agreement.

2.5 Consultant’s services are not the services of a certified public accountant and will not constitute an audit, review or any other type of financial statement reporting engagement that is subject to the rules of the AICPA or other similar state or national professional bodies.

2.6 Neither party shall use or disclose the trade secrets of the other party.

3. Termination

3.1 Consultant retains the right to terminate the term of this Agreement immediately (1) if the Company is engaged in or asks the Consultant to engage

in or to ignore any illegal or unethical activity, or (2) in the event of the death, disability, or dissolution of Consultant.

3.2 In the event that either party commits a breach of this Agreement and fails to cure the same within ten (10) days following delivery by the non-breaching party of written notice specifying the nature of the breach, the non-breaching party will have the right to terminate the term of this Agreement immediately effective upon written notice of such termination.

3.3 Consultant shall be entitled to payment of any fees for services rendered up to the effective date of termination of the term.

4. Standard Disclaimers & Limitations of Liability

4.1 The Company acknowledges that any information, including any resources delivered through Consultant's proprietary information and technology system, will be provided by Consultant merely as a tool to be used in the discretion of the Company. The Company agrees that reports, projections, or forecasts may be prepared only at the Company’s direction and will reflect the Company's own judgment. Consultant makes no representation or warranty as to the accuracy or reliability of reports, projections, or forecasts derived from use of the information it provides, and Consultant shall not be liable for any claims of reliance on such reports, projections, forecasts, or information. Consultant disclaims all warranties, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with regard to all information, applications, and services that it may provide pursuant to this Agreement. Consultant shall not be liable for any non- compliance of reports, projections, forecasts, or information or services with federal, state, or local laws or regulations.

4.2 The Company agrees that, with respect to any claims or liabilities that the Company or anyone else may assert against Consultant in connection with this Agreement or the relationship arising hereunder, Consultant's total liability shall not exceed an amount equal to the Project Fees actually received by Consultant for the immediate two months preceding the applicable claim.

4.3 As a condition for recovery of any liability or claim, the Company must give Consultant written notice of the alleged basis for liability within thirty (30) days of discovering the circumstances giving rise thereto, in order that Consultant will have the opportunity to investigate in a timely manner and, where possible, correct or rectify the alleged basis for liability.

4.4 Neither Consultant nor the Company will be liable in any event for incidental, consequential, punitive, or special damages, including without limitation, any interruption of business or loss of business, profit, or goodwill.

5. Indemnity; Joint Defense; Arbitration

5.1 The Company agrees to indemnify, defend and hold harmless Consultant to the full extent permitted by law for any liabilities, losses, costs, damages, and expenses, including reasonable attorneys’ fees, as they are incurred, in connection with (1) any cause of action, suit, or other proceeding arising from or relating to Consultant’s engagement by the Company under this Agreement, Consultant's provision of services to the Company, or the Company's use of any analyses or information provided by Consultant, and (2) any legal proceeding in which Consultant may be required or agree to participate for reasons other than fulfilling the indemnity obligations described in this sentence. This indemnity will not apply to Consultant's willful misconduct.

5.2 If the Company and Consultant are defendants in any action, suit, or other proceeding, the defense of Consultant will be conducted by counsel selected by the Company, unless, upon advice of Consultant’s counsel, Consultant would not be adequately represented by the Company’s counsel because of a conflict of interest or inability to present a defense that would otherwise be available to Consultant if separately represented, in which case Consultant may be represented by counsel of its own choosing, at its sole cost. Without the written consent of Consultant, the Company may not consent to the entry of any judgment with respect to the matter or enter into any settlement that does not include a provision by which the plaintiff or claimant in the matter releases Consultant from all liability with respect to the matter.

5.3 If the parties are unable to resolve any dispute between them arising out of or in connection with this Agreement, either party may refer the dispute to arbitration by a single arbitrator selected by the parties according to the commercial arbitration rules of the American Arbitration Association ("AAA"), and the decision of the arbitrator will be final and binding on both parties. Such arbitration shall be conducted in San Diego, California by the San Diego, California office of the AAA and governed by internal California law. In the event that the parties fail to agree on the selection of the arbitrator within thirty (30) days after either party's request for arbitration under this Section 5.3, the arbitrator shall be chosen by AAA. The arbitrator may in the arbitrator’s discretion order documentary discovery, but in no event may

depositions be taken. The arbitrator will have no authority to award punitive damages. Judgment on the award of the arbitrator may be entered in and enforced by any court of competent jurisdiction. The arbitrator will have no authority to award damages in excess or in contravention of Section 4.2 or 4.4 or this Section 5.3 and may not amend or disregard any provision of Section 4.2 or 4.4 or this Section 5.3.

6. Miscellaneous Provisions

6.1 The provisions concerning payment of the Project Fees, indemnification, limitation of liability, non solicitation, and arbitration will survive the expiration of the term or any termination of the term of this Agreement.

6.2 Neither the Company nor Consultant will be deemed to have waived any rights or remedies accruing under this Agreement unless such waiver is in writing and signed by the party electing to waive the right or remedy.

6.3 This Agreement will be governed by and construed in all respects in accordance with the internal laws of the State of California, without giving effect to conflicts-of-laws principles.

6.4 The terms of this Agreement are severable, and they may not be amended except in writing signed by Consultant and the Company. If any portion of this Agreement is found to be unenforceable, the rest of the Agreement will be enforceable except to the extent that the severed provision deprives either party of a substantial portion of its bargain. This agreement binds and benefits the successors of Consultant and the Company.

6.5 This Agreement contains the entire agreement between Consultant and the Company, superseding any prior oral or written statements or agreements.

6.6 Each person signing below is authorized to sign on behalf of the party indicated, and in each case such signature is the only one necessary.

6.7 The mailing address for payments by the Company is:

CUSTOMatrix, Inc. Attn: Eric Chriss P.O. Box 600460 San Diego, CA 92160

6.8 This Agreement is effective as of the Effective Date and may be signed in original or faxed counterparts.

Hunsaker & Associates

Title:

CUSTOMatrix, Inc., a Delaware Corporation

Title:

111666.000000/565110.02 July 7, 2011 CUSTOMatrix, Inc. EXHIBIT B Project Work Agreement Page 12 Tom Erickson Leadership Development and Organizational Development Consultant Vice President Human Resources and Administration San Diego, California

A behaviorally grounded consultant driven to maximizing the human potential by focusing on Leadership Effectiveness, Management and Organizational Development, and Strategic Human Resources Management. Leadership Effectiveness within organizations is in the context of the Key Processes that drive the business; systems, structures and disciplines that insure Alignment and a Common Direction, and execution through the Human Capital deployed. It is the Alignment and Results Orientation coupled with this holistic concept of Leadership Effectiveness, Organizational Development, and Human Resources that sets Mr. Erickson apart from others. As a practitioner at the senior executive level in Human Resources for over 24 years, he brings a practical, results oriented perspective developed from years of line management experiences combined with his expertise in the behavioral sciences and management and organizational development.

Areas of Expertise Executive Coaching M & A transition and integration Strategies and Management Developmental Coaching Managing Change; Cultural Change Strategies and Initiatives Leadership and Organizational Assessment Human Resources Strategic Planning Talent Management and Development Employee Engagement and Performance Management

REPRESENTATIVE ACCOMPLISHMENTS  Facilitated the installation of a New Product Development CUSTOMatrix, Inc. Process and Program Management system at Elgar CUSTOMatrix™ is a one-of-a-kind Electronics. executive services firm, helping  Developed and implemented a Company-wide Cultural companies fill in the missing pieces Change Strategy, “Creating a Culture for Success”, required for success. With Executive attributed with improving productivity by 28 % using Consultants practicing as CEO, COO, California State “ETP” funding to finance a good portion of CFO, CIO, CMO, and CPO the training at Elgar Electronics. CUSTOMatrix™ can leverage an  At Elgar Electronics, recruited, staffed and trained unparalleled availability of intellectual management and engineering teams recognized in the capital. This immediate capability to industry for their leadership positions. enrich the client’s organization with a  Project managed the construction of a 90,000 sqft CUSTOMatrix™ of talent has been manufacturing and corporate office facility for Elgar demonstrated successfully with a range Electronics in San Diego. of companies from start-up to the  Developed and implemented a nationally recognized video Fortune 100. based middle management development program at Solar Turbines, Intl.  Developed and directed employee driven work teams to identify and resolve existing and potential quality issues at Solar Turbines, Intl.

WORK EXPERIENCE Erickson & Associates Principal Baron Center Inc. Principal Xantrex Technology, Inc. Sr. Director Human Resources Elgar Electronics Corp. Vice President Human Resources and Administration Solar Turbines Intl. Manager Human Resources, Manager Training and Development Florida Presbyterian College Counselor Allis Chalmers Mfg Co Corp Marketing Planning Oliver Corp, Div White Motor Co, Marketing

Education BA Indiana University: Mathematics and Social Studies; MA University Cincinnati: Management & Organizational Development