ADMINISTRATIVE SERVICES AGREEMENT

This Agreement for Administrative Services (this "Agreement") is made effective as of February 20, 2012, by and between ABC Widget Corporation, of 8 Hayes St, Pleasent City, California 94902, and Smith Resources, of 888 13th Street, Pleasent City, California 94902. In this Agreement, the party who is contracting to receive the services shall be referred to as "ABC Widgets", and the party who will be providing the services shall be referred to as "Smith Resources". In consideration of the mutual promises set forth below, the parties agree as follows: DESCRIPTION OF SERVICES. Beginning on February 20, 2012, Smith Resources will provide Administrative Support and Services as described here and that includes accounting, clerical, secretarial, receptionist assistance and any other administrative Services reasonably requested by the Company and agreed to by the Service Provider and the following services (collectively, the "Services"): As described in the attached Exhibit.. MUTUAL OBLIGATIONS. Both Service Provider and the Company agree that they will take all steps necessary and reasonably required, at their own expertise to: a. b. c. d. designate key individuals to perform its obligations herein; conduct periodic meetings of key individuals and others as required; fully cooperate with all reasonable requests for assistance, and take such further steps and execute documents found reasonably necessary.

In addition all efforts will be taken by the parties in resolving any problems arising in the Services. SERVICE PROVIDER'S FEE. In consideration of the services to be performed by the Service Provider, the Company agrees to compensate the Service Provider for the services rendered as follows: Service Provider's fees for the services specified in Paragraph 1, above, and for any additional services, will be charged at Service Provider's standard rate of $5,000.00 per month. Any additional services not specified in Paragraph 1, above, will be charged to Company on an hourly rate basis at Service Provider's standard hourly rate of $50.00 per hour. TERM/TERMINATION. This Agreement may be terminated by either party upon 60 days written notice to the other party. RELATIONSHIP OF PARTIES. It is understood by the parties that Smith Resources is an independent contractor with respect to ABC Widgets, and not an employee of ABC Widgets. ABC Widgets will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Smith Resources.

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WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Work Product") developed in whole or in part by Smith Resources in connection with the Services shall be the exclusive property of ABC Widgets. Upon request, Smith Resources shall sign all documents necessary to confirm or perfect the exclusive ownership of ABC Widgets to the Work Product. CONFIDENTIALITY. Smith Resources will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Smith Resources, or divulge, disclose, or communicate in any manner any information that is proprietary to ABC Widgets. Smith Resources will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Smith Resources will return to ABC Widgets all records, notes, documentation and other items that were used, created, or controlled by Smith Resources during the term of this Agreement. INJURIES. Smith Resources acknowledges Smith Resources's obligation to obtain appropriate insurance coverage for the benefit of Smith Resources (and Smith Resources's employees, if any). Smith Resources waives any rights to recovery from ABC Widgets for any injuries that Smith Resources (and/or Smith Resources's employees) may sustain while performing services under this Agreement and that are a result of the negligence of Smith Resources or Smith Resources's employees. INDEMNIFICATION. Smith Resources agrees to indemnify and hold harmless ABC Widgets from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against ABC Widgets that result from the acts or omissions of Smith Resources, Smith Resources's employees, if any, and Smith Resources's agents. NON-COMPETE AGREEMENT. For a period of 2 years after the termination of this Agreement, Smith Resources will not directly or indirectly engage in any business that competes with ABC Widgets. This covenant shall apply to the geographical area that includes all of the State of California. Smith Resources agrees that this non-compete provision will not adversely affect the livelihood of Smith Resources. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall 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 shall be deemed to be written, construed, and enforced as so limited. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

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COMPANY: ABC Widget Corporation

By: ____________________________________________________ James Smith Administrative Assistant

SERVICE PROVIDER: Smith Resources

By: ____________________________________________________ John Dobs Chairman of the Board

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