EXHIBIT10.3

1001 CONNECTICUT AVENUE, NW, SUITE 840

WASHINGTON, DC 20036

(202) 467-6862 • FAX ###-###-####

1.  

Sunshine agrees to supply FFA such information with respect to Sunshine’s business and financial condition as FFA may reasonably request in order for FFA to perform the appraisal services. Such information shall include, without limitation: annual financial statements, periodic regulatory filings and material agreements, corporate books and records, and such other documents as are material for the performance by FFA of the appraisal services.

2.  

Sunshine hereby represents and warrants to FFA (i) that to its best knowledge any information provided to FFA by or on behalf of Sunshine, will not, at any relevant time, contain any untrue statement of a material fact or fail to state a material fact necessary to make the information or statements therein not false or misleading, (ii) that Sunshine will not use the product of FFA’s services in any manner, including in a proxy or offering prospectus, in connection with any untrue statement of a material fact or in connection with the failure to state a material fact necessary to make other statements not false or misleading, and (iii) that all documents incorporating or relying upon FFA’s services or the product of FFA’s services will otherwise comply with all applicable federal and state laws and regulations.

3.  

Any valuations or opinions issued by FFA may be included in its entirety in any communication by Sunshine in any application, proxy statement or prospectus; however, such valuations or opinions may not be excerpted or otherwise publicly referred to without FFA’s prior written consent nor shall FFA be publicly referred to without FFA’s prior written consent; however, such consent shall not be unreasonably withheld.

4.  

FFA’s Valuation will be based upon Sunshine’s representation that the information contained in the Minority Stock Offering application and additional information furnished to us by Sunshine and its independent auditors is truthful, accurate, and complete in all material respects. FFA will not independently verify the financial statements and other information provided by Sunshine and its independent auditors, nor will FFA independently value the assets or liabilities of Sunshine. The Valuation will consider Sunshine only as a going concern and will not be considered as an indication of the liquidation value of Sunshine.

5.  

FFA’s Valuation is not intended, and must not be represented to be, a recommendation of any kind as to the advisability of purchasing shares of common stock in the Minority Stock Offering. Moreover, because the Valuation is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, FFA will give no assurance that persons who purchase shares of common stock in the Minority Stock Offering will thereafter be able to sell such shares at prices related to FFA’s Valuation.

6.  

Sunshine agrees to indemnify FFA and its affiliates and all persons employed by or associated with FFA or its affiliates against all claims, liabilities and related expenses, as incurred, arising out of this engagement, unless, upon final adjudication, such claims, liabilities and expenses are found to have resulted primarily from FFA’s bad faith or willful misconduct. No termination, completion or modification hereof shall limit or affect such indemnification obligation. In the event FFA becomes aware of a claim or a possible claim arising out of this agreement, it shall notify Sunshine as soon as possible. Sunshine will attempt to resolve the claim. In the event Sunshine is not able to resolve the claim, it has the option to retain legal counsel on behalf of FFA to defend the claim.

7.  

Sunshine and FFA are not affiliated, and neither Sunshine nor FFA has an economic interest in, or is held in common with, the other and has not derived a significant portion of its gross revenues, receipts or net income for any period from transactions with the other. It is understood that FFA is not a seller of securities within the scope of any federal or state securities law and any report prepared by FFA shall not be used as an offer or solicitation with respect to the purchase or sale of any security, it being understood that the foregoing shall not be construed to prohibit the filing of any such report as part of the Minority Stock Offering application or SEC and blue sky filings or customary references thereto in applications, filings, proxy statements and prospectuses.