AGREEMENT made this 15th day of March 2005 ("Agreement") by and between EVOLVE ONE, INC., a
Delaware corporation ("Evolve"), with offices located at 1000 Clint Moore Road, Suite 101, Boca Raton,
Florida 33487, and Diversifax INC., a Delaware corporation ("DFAX"), with offices located at 39 Stringham
Ave., Valley Stream N.Y., 11581.
WHEREAS, Evolve is a diversified holding company that develops and operates Internet and direct retail
WHEREAS, DFAX operates its business at the above location and has facilities, personnel, equipment, e-
commerce, telecommunications and other technology capacities at such location; and
WHEREAS, Evolve desires to expand its business operations and requires a New York facility and presence
and is desirous of using the facilities, personnel, equipment and capacities at the above location through a
management arrangement with DFAX, and DFAX is willing to provide the same to Evolve for the consideration
NOW, THEREFORE, for and in consideration of the mutual agreements expressed herein and other good and
valuable consideration, Evolve and DFAX do hereby agree as follows:
1. Recitals. The above recitals are true, correct and herein incorporated by reference.
2. Engagement. Evolve hereby engages DFAX to manage the operations of Evolve in the New York
metropolitan area from such a location upon the terms and conditions hereinafter set forth.
3. Facilities and Services. DFAX agrees to provide the following services, facilities and personnel to Evolve:
(a) Use and deployment of approximately 2500 square feet of DEFAX's business premises located at 39
Stringham Ave., Valley Stream N.Y.
(b) The services on a part-time basis of 7 persons currently employed by DFAX for approximately 100 hours
per week. In addition Dfax will hire additional personnel at it's own expense.
(c) Equipment, hardware and software of DFAX including, without limitation, Computers, phone system,