Consulting agreement dated March 3, 2015 between Epic and Bluechip Advisors LLC with respect to the provision of controller and accounting services

This will confirm our understanding of the arrangements made with you covering the accounting and consulting services Bluechip Advisors LLC (the "Firm") will perform for Epic Thrift (the "Company"), during the period from March 1, 2015 through February 28, 2016.

Our services will include, but not be limited to the following:

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Manage the Company's accounting records and bookkeeping. Including but not limited to: Bank Reconciliation, Merchant account reviews, Payroll processing with outside vendor ADP.

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Record and process the Company's bills, notifying the proper member of management for approval and payment.

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Monthly preparation of profit and loss statements by the 10th of the month for the prior month, both at the consolidated corporate and individual stores level.

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Quarterly compilation of profit and loss statements by the 10th of the month for the prior quarter, both at the consolidated corporate and individual stores level.

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Assist management in drafting corporate accounting policies and procedures.

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Assist management in creating an effective corporate budget.

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Response to business questions and inquires to facilitate successful decision making.

Our staff and consultants will be available for additional questions and advice during the time of this engagement letter.

We will advise you about appropriate accounting principles and their application, but the responsibility for any financial statements remains with you.  Management is also responsible for identifying and ensuring that the entity complies with applicable laws and regulations both in the past and with any business relationships we are able to arrange for you.

 

Our Fees for the Outsourced Controller and Accounting Services engagement will consist of a base fee of $8,000 per month which will include the first five stores.  For each additional store open during the month of service a fee of $200 per month will be charged in addition to the base fee.

You will also be billed for pre-approved travel (if required) and other out-of-pocket costs such as postage, etc.  The fee is based on anticipated cooperation from your personnel and the assumption unexpected circumstances will not be encountered during the engagement. If significant additional time is necessary, we will discuss it with you and arrive at a new hourly fee estimate before we incur the additional costs.  Unless canceled in writing by either party, this contract automatically renews at the end of the one-year term. Contract can be cancelled by either party with 60 days written notice.

Our invoices are due and payable upon presentation except any balances which have been agreed to be paid over a payment schedule at our discretion. Additionally, a finance charge of 7% per month will be assessed on all unpaid balances 30 days or more past due.  In the event our firm resigns or is dismissed, any unpaid balance due will be secured by all assets of the Company.  Payments made by check to Bluechip Advisors LLC that are not honored by the bank will incur a returned check fee of $100.00.  When a check is returned unpaid, Bluechip Advisors LLC reserves the right to require future payment by cash or certified funds.

We retain the right to suspend or terminate our service in the event of nonpayment.  Services will not be resumed until your account is paid as agreed.  If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed.  The Company will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket expenditures through the date of termination.

The Firm's maximum liability relating to services rendered under this letter (regardless of form of action, whether in contract, negligence or otherwise) shall be limited to the charges paid to the Firm for the portion of its services or work products giving rise to liability.  In no event shall Bluechip Advisors LLC, or it's personnel, be liable for consequential, special, incidental or punitive loss, damage or expenses (including without limitation, lost profits, opportunity costs, etc.), even if it has been advised of their possible existence. Should we be forced to disengage due to the failure to disclose to our Firm a transaction or issue, which we deem to be relevant or material in nature, all fees accrued to that point would become due and payable, by the undersigned immediately.

During the course of our engagement, we may need to electronically transmit confidential information to each other and to outside specialists or other entities engaged by either Bluechip Advisors LLC or the Company.  E-mail is a fast and convenient way to communicate.  However, e-mail travels over the public Internet, which is not a secure means of communication and, thus confidentiality could be compromised.  The Company agrees to the use of e-mail and other electronic methods to transmit and receive information including confidential information, between Bluechip Advisors LLC, the Company and outside specialists or other entities engaged by either Bluechip Advisors LLC or the Company.

 

Epic Thrift Stores and related entities shall indemnify and hold harmless Bluechip Advisors, LLC and it's personnel from and against any claims, liabilities, costs and expenses (including, without limitation, attorney's fees and the time of the Firm's personnel involved) brought against, paid or incurred by the Company at any time and in any way arising out of or relating to the Firm's services under this letter, except to the extent finally determined to have resulted from the gross negligence or willful misconduct of Bluechip Advisors LLC personnel.

In the unlikely event that differences concerning our services or fees should arise that are not resolved by mutual agreement, we both recognize that the matter will probably involve complex business or accounting issues that would be decided most equitably to us both by a judge hearing the evidence without a jury.  Accordingly, you and we agree to waive any right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to our services and fees for this engagement.

The undersigned agrees that facsimile and electronic signatures shall have the same force and effect under law as if they were originals and represents that undersigned has the full legal authority to execute this agreement on the Company's behalf.

The laws of the State of Nevada will govern this agreement.

If any portion of this letter is held invalid, it is agreed that such invalidity shall not affect any of the remaining portions.

We appreciate the opportunity to be of service and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign and return the letter to us.

 

Best regards,		UNDERSTOOD AND AGREED:
Bluechip Advisors LLC		"Brian Davidson"
Bluechip Advisors LLC		Name