ADMINISTRATION AND MARKETING SERVICES AGREEMENT
ADMINISTRATION AND MARKETING SERVICES AGREEMENT (this "Agreement"), dated as of March
22, 2002 and effective as of April 1, 2002 by and between GARCIA BALDWIN, INC. d/b/a MARKET
VISION ("Market Vision") and INMARK SERVICES, INC. ("Inmark").
WHEREAS, Market Vision and Inmark desire to enter into an arrangement whereby Inmark provides Market
Vision with administrative, accounting, financial, marketing and project support services upon the terms set forth
in this Agreement.
WHEREAS, it is the intention of the parties to assure that each such party shall maintain sole discretion and
authority over decisions as to corporate and operational polices pertaining to their individual entities and
accordingly the services provided by Inmark as set forth in the Agreement are to be construed to comply and
conform with such intention and neither party shall be entitled to contract or make commitments on behalf of the
NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the parties hereto
agree as follows:
1. ADMINISTRATIVE, ACCOUNTING AND FINANCIAL SERVICES. During the term of this Agreement,
Inmark for and on behalf of and in the name of Market Vision shall (i) process and record all of Market Vision's
financial and accounting transactions; (ii) maintain all related books and records; and (iii) prepare monthly
financial statements, aged accounts receivable and payable statements, work in process status reports and bank
1.1. Financial statements shall be prepared in accordance with generally accepted accounting standards and
1.2. Inmark shall submit monthly financial statements and reports to Market Vision within forty-five days
subsequent to each respective month end.
1.3. It is further agreed and understood that the aforementioned services exclude the preparation of Market
Vision's corporate income tax returns. Market Vision shall engage its own designa