SERVICE AGREEMENT   

This Service Agreement (this "Agreement") is made effective as of MM/DD/YYYY, (or upon execution, if later) by and between CLIENT, and Joseph P.Whalen (an individual for IRS Form W-9 purposes) of 238 Ontario St., #6, Buffalo, NY  14207. In this Agreement, the party who is contracting to receive services will be referred to as "CLIENT” and the party who will be providing the services will be referred to as "EB-5 Trainer/Consultant."   1. DESCRIPTION OF SERVICES. Beginning in July 2014, EB-5 Trainer/Consultant will provide to CLIENT the services described in the payment schedule set out below.   2. PAYMENT FOR SERVICES.1 In exchange for the EB-5 Training and Consulting Services CLIENT will pay Joseph P. Whalen (the EB-5 Trainer/Consultant) according to the following schedule:  

(a) Upon acceptance and execution of this agreement: CLIENT will send a check, money order or electronic funds transfer, wire transfer or deposit2 to Joseph P. Whalen as an initial retainer3 for preliminary and coincidental consulting (on-going informal non-billable discussions for: Basic EB-5 Training in conjunction with Preliminary EB-5 Investment Planning and Structuring Activities and/or in preparation for filing for Regional Center Designation) in the amount of $1,000 or $1,500, or as otherwise agreed (e-mail exchange may be cited as to amount) AND Joseph P. Whalen shall supply an executed IRS Form W-9 to CLIENT. CLIENT will eventually supply appropriate form 1099 to consultant.

(i) If selecting the Preliminary Training & Consultation Module, it will entail the intensive training of CLIENT and at least one but no more than three individuals directly associated with CLIENT’s EB-5 Preliminary Planning AND focused mentoring of these individuals whether in the employ of or under contract to CLIENT who are involved in the preparation of the anticipated EB-5 supporting documentation, specifically: the business plan writer(s), an economist, and legal practitioners which may include an immigration lawyer and/or securities attorney; fee is to be determined. (Persons named in Mutual NDA described in paragraph 7, below4.)

(ii) If the ultimate initial goal will be to prepare the CLIENT’s EB-5 Team to file USCIS Form I-924, Application For Regional Center Under the Immigrant Investor Pilot Program and all required supporting evidence. The total aggregate fee for this service is $7,000.00 [retainer plus difference, whether as a lump sum or in installments, exact schedule to be determined, regardless, initial retainer is non-refundable].

(iii) Consultation In Preparation for Filing I-924 Amendment Applications will be separate negotiations. Prices vary depending on size, scope, complexity and any

1 Ultimately, all fees are negotiable. Fees do not include any travel expenses or per diem, which are extra.2 Bank account information provided separately.3 Retainer is a non-refundable deposit. 4 Mutual NDA is a stand-alone document and covers ALL transactions and dealings between client and service provider.

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expedited or compressed timeframe. In general, these will run between $2,500.00 and $5,000.00. The two basic types of I-924 Amendment Application packages are:

(A) Exemplar I-526 for a Specific Project , which entails the preparation of packets of prima facie evidence of eligibility to be submitted for advance vetting by USCIS. Provisionally approved packets of Project Specific prima facie evidence of eligibility are highly marketable to EB-5 investors who would supplement them with individual documentary financial evidence in support their individual USCIS Forms I-526 Immigrant Petition by Alien Entrepreneur. This advance vetting makes en masse I-526 filings safer as the fine tuned evidence will not “go stale” too soon.

(B) Regional Center Expansions or Modifications in Operational Parameters or “ Scope” of the Regional Center , which entail changes or additions to industry classifications [NAICS Codes], business modeling, econometric models and/or economic analyses and/or their various methodologies, investment and financing structures, and/or significant changes to standardized transaction documentation and change of management of the Regional Center itself (one cannot simply “buy” a Regional Center).

(iv) General consultation on a monthly basis is negotiable. In general, the minimal telephone and e-mail consulting service with fairly broad and open access to pose discrete questions and discuss individual ideas starts at a minimum of $750.00 per month. The minimal service does not include document review or intense training, which are discrete, separate services (minimum $300.00 for one time 1 to 2 hr. conference call).

(b) Any future, alternate, or additional training module(s) (if any) to be negotiated at a later date. Topics vary widely and may cover at least any of the following: N-400, N-470, N-336, N-600, N-565, L1-A, L1B, Kazarian applied to: E-11 or O-1A/B (extraordinary ability) or E-12 (outstanding professors/researchers); E-13 (multinational executives); also EB-2 (advanced degree professional or exceptional ability, including NIWs and entrepreneurs); EB-3; EB-4 special immigrants; evidence considerations; case preparation and presentation; I-290B appeals and motions ; this list is only a starting point, not the end. Fee is highly variable and negotiable.

(c) As needed, discussed and mutually agreed upon: specific single investor project vetting and consultative services for EB-5 feasibility and compliance: the fee will be negotiated at a later date but is a minimum of $500.00 just to look it over: said fee will be applied to the total fee for vetting of one “single investor” project's completed business plan and standardized transaction documentation for EB-5 compliance only (total fee is negotiable and will be set in accordance with mutual agreement as evidenced via e-mail exchanges). The project plans and transaction documentation will likely need outside vetting for other issues beyond EB-5: SEC, OFAC, IRS, permits, licenses, inspections, OSHA, or environmental impacts and mitigation measures, etc...

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(d) As needed, discussed and mutually agreed upon: additional consultation in the planning and development stages for a potential multi-investor EB-5 project : the final fee to be negotiated however, initial payment of a $1,000 retainer is required to begin any full examination, or for performing a cursory advance vetting, of any newly contemplated EB-5 project concept.

  3. TERM. This Agreement may be terminated by either party upon written notice to the other party. [U.S. mail, private courier service, or e-mail are all acceptable as written notice.]  4. CONFIDENTIALITY. EB-5 Trainer/Consultant, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of EB-5 Trainer/Consultant, or divulge, disclose, or communicate in any manner, any information that is proprietary to CLIENT. EB-5 Trainer/Consultant and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.   5. WARRANTY. EB-5 Trainer/Consultant shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in EB-5 Trainer/Consultant's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to EB-5 Trainer/Consultant on similar projects. 6. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 10 (ten) days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.   7. ENTIRE AGREEMENT. This Agreement contains the entire service agreement of the parties, and there are no other promises or conditions in any other service agreement whether oral or written concerning the subject matter of this Agreement. This Agreement incorporates one other written agreement between the parties: “MUTUAL NONDISCLOSURE AGREEMENT” (Mutual NDA cited in paragraph 2.(a)(i), above) as executed separately.   8. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.   9. AMENDMENT. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

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10. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of New York.   11. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.   12. ASSIGNMENT. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.   13. SIGNATURES: Digital signatures are acceptable as well as actual handwritten signatures or signature stamps; scanning and transmittal as a .pdf via e-mail are also acceptable.

Selected Service(s) at this time is/are described as indicated below:

2. (a) (i) X 2. (b): RFE review and response suggestions, including a full reading and suggestions about the proposed response to USCIS. This will include e-mail and phone discussions.

2. (a) (ii)2. (a) (iii)(A)2. (a) (iii)(B) 2.(c)2. (a) (iv) 2.(d)

Service Recipient: A Person’s Name

Signed on: _______/_______/____________

_____________________________________

Person’s name w/job titlefor Name of Business/Company/Firm

Service Provider: Joseph P.Whalen

Signed on: _______/_______/____________

_____________________________________

Joseph P. Whalen Principal Consultant & Trainer

CLARIFICATIONS of DISCRETE SPECIAL SERVICES or of POST EXECUTION ADDITIONSDATE DESCRIPTION AUTHORIZED BY:

mm/dd/yy2. (b): RFE review and response suggestions. Initial retainer via check or money order for $500.00. This gets a full reading and suggestions about the proposed response to USCIS.

Initiated via e-mail.

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