Letter of Engagement

1. ENGAGEMENT FOR SERVICES
[INSERT CLIENT NAME], herein after referred to as “The Client” has engaged Coast-To-Coast Storage (the Company) for the purposes of providing any or all of the following services and reports:

• Feasibility Study: Any or All three levels of service
• Website Construction and Design
• Market Report
• Municipality Report
• Competition Study
• Site Management Study
• Financial Due Diligence
• On-Site Audit Reports

2. RELIANCE
Information provided in the report, is intended for the exclusive use of The Client, for the evaluation of financial or market conditions as they exist at the subject property at the time the field work is conducted. The professional services provided have been performed in accordance with practices generally accepted by other service professionals practicing in this field. As with any un-audited financial report, there is no guarantee that the work conducted will identify any or all sources of fraud, theft, misrepresentation, or mismanagement. The reports are intended to provide The Client with a review of financial or market conditions as reported by the property owner(s), their competitors, municipal agents, or other third parties as they have been engaged to provide data.

Coast-To-Coast Storage reserves the right to deviate from the authorized scope of work as outlined herein as needed to obtain factual information. If such deviation is necessary, Coast-To-Coast Storage will make every attempt to seek prior approval from The Client.

Coast-To-Coast Storage will prepare a report and or data forms relative to the subject property for The Client and or it’s affiliated and related companies. This report is more specifically identified as follows:

On-Site Due Diligence Assessment of:

[INSERT PROPERTY ADDRESS]

Coast-To-Coast Storage Project Number [ASSIGNED BY COAST-TO-COAST STORAGE]

In the course of its practice as a consultant, Coast-To-Coast Storage customarily prepares reports and assessments for use by its clients in assessing the financial risk represented by properties.

Coast-To-Coast Storage has prepared the report to the standard of care and completeness normally exercised by consulting firms engaged in the assessment of property for financial risk, compliance and conditions.

Coast-To-Coast Storage agrees to review, discuss and clarify its reports, conclusions and recommendations with the Client, or its legal counsel; and further agrees to perform additional services if requested at its typical rate and charges, subject to separate agreements as may be made between The Client and Coast-To-Coast Storage.

3. PAYMENT OF FEES

3.1 Payment for Services. The Company will be paid a fee of:

$XXX.00, plus reimbursable expenses, to be paid:

$XXX.00 (50%) Prior to commencement of the work, plus air fare charges

$XXX.00 (50% plus reimbursable expenses) at the time of completion (Report is sent C.O.D.)

              3.2 Reimbursable Costs. Client shall reimburse the Company all costs incurred in connection with the Services rendered. Reimbursable costs include, but are not limited to, travel costs, subcontractors, materials, computer costs, telephone, copies, delivery, etc. that are attributable to a project or Service (the "Reimbursable Costs"). Travel costs are defined as air travel, lodging, meals and incidentals, ground transportation, tools, and all costs associated with travel. All extraordinary travel expenses must receive Client's approval. The Company shall provide to Client substantiation of Reimbursable Costs incurred. Automobile travel will be billed at $.21 per mile, plus actual fuel costs, unless client is paying for a rental car.

              3.3 Invoicing.

                   (a) Invoices will submitted upon completion of work by the Company for payment by Client. Payment is due upon receipt and is past due seven (7) business days from receipt of invoice. If Client has any valid reason for disputing any portion of an invoice, Client will so notify the Company within seven (7) calendar days of receipt of invoice by Client, and if no such notification is given, the invoice will be deemed valid. The portion of the Company's invoice which is not in dispute shall be paid in accordance with the procedures set forth herein. Final Reports will be sent to Client C.O.D. via courier.

                   (b) A finance charge of 1.5% per month on the unpaid amount of an invoice, or the maximum amount allowed by law, will be charged on past due accounts. Payments by Client will thereafter be applied first to accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts shall be paid by Client. If payment of invoices is not current, the Company may suspend performing further work

              3.4 Taxes. All amounts payable pursuant to this Agreement are exclusive of taxes. Accordingly, there will be added to any such amount payable by Client the monetary sum equal to any and all current and future applicable taxes, however designated, incurred as a result of or otherwise in connection with this Agreement or the Services, including without limitation state and local privilege, excise, sales, services, withholding, and use taxes and any taxes or other amounts in lieu thereof paid or payable by Client (other than taxes based on the Company's net income). If Client does not pay such taxes, the Company may make such payments and Client will reimburse the Company for those payments. Client will hold the Company harmless for any payments made by Client pursuant to this Section 2.4.

4. CHANGES

Client may, with the approval of the Company, issue written directions within the general scope of any Services to be ordered. Such changes (the "Change Order") may be for additional work or the Company may be directed to change the direction of the work covered by the Task Order, but no change will be allowed unless agreed to by the Company in writing. If client requests changes to the report, a disclaimer may be added that discloses that the amended report no longer is the findings of the Company.

5. STANDARD OF CARE

The Company warrants that its services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any services performed or software developed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE COMPANY CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE. The client should review the Company Professional Standards Document.

6. REPORT DELIVERY

Reports shall be provided on or before [COAST-TO-COAST WILL PROVIDE THIS DATE] ____/____/00. The final Report will be delivered via courier, C.O.D. The Client will receive a letter and invoice prior to shipping, with a detailed explanation of final charges and any deposits paid. Reports may be delivered in electronic or hard copy format. Electronic copies shall be “read only” file formats.

7. LEGAL NOTICES

This document describes the terms and conditions ("Terms") that control your use of reports. By accessing, using or downloading Materials from this Report, you agree to follow and be bound by these Terms. If you do not agree with the Terms, please do not use this Report. Client shall give the Company written notice within ninety (90) days of obtaining knowledge of the occurrence of any claim or cause of action which Client believes that it has, or may seek to assert or allege, against the Company, whether such claim is based in law or equity, arising under or related to this Agreement or to the transactions contemplated hereby, or any act or omission to act by the Company with respect hereto. If Client fails to give such notice to the Company with regard to any such claim or cause of action and shall not have brought legal action for such claim or cause of action within said time period, Client shall be deemed to have waived, and shall be forever barred from bringing or asserting such claim or cause of action in any suit, action or proceeding in any court or before any governmental agency or authority or any arbitrator. All notices or other communications hereunder shall be in writing, sent by courier or the fastest possible means, provided that recipient receives a manually signed copy and the transmission method is scheduled to deliver within 48 hours, and shall be deemed given when delivered to the address specified below or such other address as may be specified in a written notice in accordance with this Section.

If to the Company:

Coast-To-Coast Storage

4748 S. Ocean Boulevard

Suite 1-A

Highland Beach, Florida 33487

561 367-9241 Telephone

734 758-7538 Facsimile

If to Client: [INSERT CLIENT NAME AND ADDRESS HERE]

___________________________________

___________________________________

___________________________________

___________________________________

Any party may, by notice given in accordance with this Section to the other parties, designate another address or person or entity for receipt of notices hereunder.

8. AUTHORIZATION AND CONDITIONS

All work shall be performed in accordance with this terms and conditions proposal as provided for determining the fees for services rendered. Modifications or additions may be made on the basis of field observations, however, The Client shall be promptly notified of substantial changes to the proposed scope of work. The above estimated price will not be exceeded without written authorization by The Client. Professional services are based on the following assumptions and conditions:

• Coast-To-Coast Storage will have clear access to the site and the financial records
• Work will be performed within the normal business hours of he client and or the subject property.
• The subject property will provide access to all reports, both current and historical, as requested by Coast-To-Coast Storage, as deemed necessary to complete the assignment. Any and all materials, copies, reports, observations are the exclusive property of Coast-To-Coast Storage and The Client, and shall not be made available to owners, managers, agents, or employees of the subject property.

9. USE OF REPORT MATERIALS
General: You may view, download, print, and copy documents and graphics from this Report subject to the following guidelines:

9.1 All documents viewed, downloaded, printed and copied are for your use only and will not be copied or posted on any network computer, bulletin boards, etc. or used in any other type of media;

9.2 Documents may not be modified in any way; and

9.3 The copyright notice, "Copyright 2000 Coast-To-Coast Storage All rights reserved." must appear on all copied Materials.

Except as expressly stated above, you may not:

9.4 Otherwise reproduce any of the Report Materials; or

9.5 Distribute copies of Report Materials in any form without Coast-To-Coast Storage's prior written permission.

Requests to reprint Materials should be sent to:

RK Kliebenstein
Coast-To-Coast Storage
4748 S. Ocean Boulevard Suite 1-A
Highland Beach, Florida 33487
Phone: 561.367.9241
Facsimile: 734.7587538

You may not access, use, download or export any Materials contained on this Report in violation of the U.S. export laws or regulations or in violation of any local laws or regulations.

10. SOFTWARE

Any software made available for downloading from the Report is the copyrighted work of Coast-To-Coast Storage and/or respective third party providers. Your use of the software is governed by the terms of the end user license agreement, which accompanies or is included with the software ("License Agreement"). You shall not install any software that is accompanied by or includes a License Agreement, unless you first agree to the terms of the License Agreement. Any copying, reproduction or redistribution outside the scope of the License Agreement is expressly prohibited. All rights, title and interest not expressly granted are reserved.

SOFTWARE IS WARRANTED, IF AT ALL, IN ACCORDANCE WITH THE TERMS OF THE LICENSE AGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

11. DISCLAIMER OF WARRANTIES AND LIABILITY

While Coast-To-Coast Storage makes every effort to ensure that the information contained on this Report is accurate and reliable, sometimes errors occur. In addition, Coast-To-Coast Storage may make changes and improvements to the information provided herein at any time.

Use this Report and any Materials contained in it at your own risk. Due to numerous possible sources of information available through this Report, and the inherent uncertainties of electronic distribution, there may be delays, omissions, inaccuracies or other problems with such information. Reliance upon any information on this Report is at your own risk. In states where exclusion of damages is specifically prohibited, you agree that Coast-To-Coast Storage's liability, if any, is limited to, and will not exceed, fifty dollars ($50).

DISCLAIMER OF WARRANTY: UNLESS EXPLICITLY STATED OTHERWISE, THE MATERIALS ON THE REPORT ARE PROVIDED "AS IS." COAST-TO-COAST STORAGE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. COAST-TO-COAST STORAGE MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE MATERIALS CONTAINED ON THE REPORT. ANY QUESTIONS REGARDING THE MATERIALS SHOULD BE DIRECTED TO THE PROVIDERS OF SUCH MATERIALS.

LIMITATION OF LIABILITY: COAST-TO-COAST STORAGE IS NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING OR DOWNLOADING THE MATERIALS ON THIS REPORT. COAST-TO-COAST STORAGE IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE) HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, EVEN IF COAST-TO-COAST STORAGE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

YOU AGREE TO HOLD COAST-TO-COAST STORAGE HARMLESS FROM, AND YOU AGREE NOT TO COMMENCE OR CAUSE TO BE COMMENCED ANY ACTION OR CLAIM OF ACTION AGAINST COAST-TO-COAST STORAGE FOR, ANY CLAIMS ARISING FROM USE OF THIS REPORT.

12. INDEMNITY

As a condition of use of this Report, you agree to indemnify Coast-To-Coast Storage and its suppliers from and against any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims resulting from your use of this Report, provided that such claims allege facts that, if true, would constitute a breach by you of this agreement.

13. LOCAL LAWS; EXPORT CONTROL

Coast-To-Coast Storage controls and operates this Report from its headquarters in the United States and makes no representation that these Materials are appropriate or available for use in other locations. If you use this Report from other locations, you are responsible for compliance with applicable local laws including, but not limited to, the export and import regulations of other countries. nless explicitly stated otherwise, all marketing or promotional Materials found on this Report are directed only to individuals, companies or other entities located in the United States.

The Materials are subject to United States export control laws, regulations and requirements. You agree, regardless of any disclosure made by you to Coast-To-Coast Storage concerning the ultimate destination of any Materials, that you must not export or transfer, whether directly or indirectly, the Materials, or any portion thereof, or any system containing such Materials or any portion thereof, to anyone outside the United States without first complying strictly and fully with all export controls that may be imposed on the Materials by the United States Government or any country or organization of nations within whose jurisdiction you use the Materials. The countries subject to restriction by action of the United States Government are subject to change, and it is your responsibility to comply with the United States Government requirements as they may be amended from time to time and assume sole responsibility for obtaining licenses to export or re-export as may be required. You shall indemnify, defend and hold Coast-To-Coast Storage harmless for any breach of its obligations pursuant to this section.

14. THIRD PARTY CONTENT DISCLAIMER

Coast-To-Coast Storage has not independently authenticated Materials provided by third party providers in whole or in part. Coast-To-Coast Storage does not provide, sell, license or lease any of the Materials other than those specifically identified as being provided by Coast-To-Coast Storage. Coast-To-Coast Storage makes no warranty or representation with respect to any third party Materials.

15. THIRD PARTY LINKS

Coast-To-Coast Storage's Report or Website may be linked or referenced to other Reports or Websites that Coast-To-Coast Storage does not control or maintain. Coast-To-Coast Storage provides this service as a convenience only.

16. SUBMISSIONS

Coast-To-Coast Storage welcomes user input and feedback. Any user material, information or other communication transmitted or posted to this Report ("Submission") is understood by both parties to be confidential and proprietary. Coast-To-Coast Storage has no obligation with respect to any Submission and may freely copy, reproduce, incorporate, distribute or use such Submission as it wishes.

17. MISCELLANEOUS

This Report may include inaccuracies or typographical errors. Coast-To-Coast Storage may make improvements and/or changes in the products, services, programs, and prices described in this Report at any time without notice.

18. COPYRIGHT

Copyright 2000 by Coast-To-Coast Storage, Incorporated. All rights reserved. Unpublished rights reserved under the copyright laws of the United States and other countries.

19. ASSIGNMENT

The Agreement is not assignable or transferable by Client. This Agreement is not assignable or transferable by the Company without the written consent of Client, which consent shall not be unreasonably withheld or delayed.

19.1 Disputes. The Company and Client recognize that disputes arising under this Agreement are best resolved at the working level by the parties directly involved. Both parties are encouraged to be imaginative in designing mechanism and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party's organization for resolution. Failing resolution of conflicts at the organizational level, the Company and Client agree that any remaining conflicts arising out of or relating to this Contract shall be submitted to nonbinding mediation unless the Company and Client mutually agree otherwise. If the dispute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement.

19.2 Section Headings. Title and headings of sections of this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement.

19.3 Representations; Counterparts. Each person executing this Agreement on behalf of a party hereto represents and warrants that such person is duly and validly authorized to do so on behalf of such party, with full right and authority to execute this Agreement and to bind such party with respect to all of its obligations hereunder. This Agreement may be executed (by original or telecopied signature) in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same instrument.

19.4 Residuals. Nothing in this Agreement or elsewhere will prohibit or limit the Company's ownership and use of ideas, concepts, know-how, methods, models, data, techniques, skill knowledge and experience that were used, developed or gained in connection with this Agreement. The Company and Client shall each have the right to use all data collected or generated under this Agreement.

19.5 Non-solicitation of Employees. During and for one (1) year after the term of this Agreement, Client will not solicit the employment of, or employ the Company's personnel, without the Company's prior written consent.

19.6 Cooperation. Client will cooperate with the Company in taking actions and executing documents, as appropriate, to achieve the objectives of this Agreement. Client agrees that the Company's performance is dependent on Client's timely and effective cooperation with the Company. Accordingly, Client acknowledges that any delay by Client may result in the Company being released from an obligation or scheduled deadline or in Client having to pay extra fees for the Company's agreement to meet a specific obligation or deadline despite the delay.

19.7 Governing Law and Construction. This Agreement will be governed by and construed in accordance with the laws of California, without regard to the principles of conflicts of law. The language of this Agreement shall be deemed to be the result of negotiation among the parties and their respective counsel and shall not be construed strictly for or against any party. Each party (i) agrees that any action arising out of or in connection with this Agreement shall be brought solely in courts of the State of Florida, in Boca Raton, , or the United States District Court for Palm Beach County, (ii) hereby consents to the jurisdiction of the courts of the State of Florida, and the United States District Court for Palm Beach County, and (iii) agrees that, whenever a party is requested to execute one or more documents evidencing such consent, it shall do so immediately.

19.8 Entire Agreement; Survival. This Agreement, including any Exhibits, states the entire Agreement between the parties and supersedes all previous contracts, proposals, oral or written, and all other communications between the parties respecting the subject matter hereof, and supersedes any and all prior understandings, representations, warranties, agreements or contracts (whether oral or written) between Client and the Company respecting the subject matter hereof. This Agreement may only be amended by an agreement in writing executed by the parties hereto.

19.9 Force Majeure. The Company shall not be responsible for delays or failures (including any delay by the Company to make progress in the prosecution of any Services) if such delay arises out of causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, and severe weather, and acts or omissions of subcontractors or third parties.

19.10 Use By Third Parties. Work performed by the Company pursuant to this Agreement are only for the purpose intended and may be misleading if used in another context. Client agrees not to use any documents produced under this Agreement for anything other than the intended purpose without the Company's written permission. This Agreement shall, therefore, not create any rights or benefits to parties other than to Client and the Company.

Approval and Acceptance

Coast-To-Coast Storage proposal numbered [ASSIGNED BY COAST-TO-COAST STORAGE] is hereby;

AGREED TO THIS _________ DAY OF __________, 2000.

BY CLIENT:      ______________________________________

TITLE:              ______________________________________

FIRM:              ______________________________________

BY COMPANY: ______________________________________

TITLE: President

FIRM: Coast-To-Coast, LLC.

This Agreement is Subject To Change Without Notice To Viewers!!!