Exhibit 10.4


 





Carolina Pro Am Services, Inc.


111 Sunrise Center Dr. (Main Shop)

Thomasville, NC 27360


 


 


January 1, 2014


RC-1, Inc.


4041 MacArthur Blvd. Ste., 175


Newport Beach, Ca. 92660


 


Re: Management Services Agreement


 


Dear Mr. O'Connell,


 


This letter constitutes the agreement by and
between Carolina Pro Am Drivers Inc. (hereinafter "CPAD') and RC-1 ("Client"), Inc. with respect to various management
services.


 


In consideration of the mutual covenants and premises set forth
herein, the parties hereby agree as follows:


 


1. Services


 


a.Basic Service. CPAD will render the following professional
services (Basic Services) in support of the Client, as and when reasonably requested by Client from time to time during the term
hereof.


 


i.event day management, preparing drivers, crews and administrative
people,


 


ii.media preparation, review of public announcements and background
information for magazines, newspaper, periodicals, radio and television stations and other media;


 


iii.marketing counseling; and


 


iv.driver client introductions NASCAR, IMSA and other,


 


CPAD agrees to obtain Client's approval on the above-mentioned Basic
Services before CPAD provides any entry information to third parties for any scheduled events.


 


b.Special Services. In addition to the Basic Services, CPAD
is prepared to provide special services for such projects and products as Client shall from time to time request. Before CPAD begins
any special services, Client and CPAD shall agree upon CPAD's compensation for rendering such services. Special Services shall
include any service that is not a Basic Services.


 






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2. Compensation


 


Client agrees to pay CPAD certain agreed upon
amounts on agreed upon dates in consideration for CPAD's performance of the Basic Services:


 


a.Client shall reimburse CPAD (without mark-up) for all travel
related expenses and for the entertainment of editorial and other parties whom CPAD deems necessary to entertain in connection
with promoting Client's activities. CPAD will obtain Client's approval on all such expenses of $1,000.00 or more.


 


b.When CPAD uses the services of a third party in providing
production-related services to Client, CPAD shall obtain costs and written approval from Client prior to engaging those services.
Such costs shall include, but not to be limited to, items such as mechanical and preparation costs, professional production costs
(including drivers, over the wall pit crew, host talent, props, hospitality sound and lighting effects, rights, license fees).


 


If, however, Client wishes to arrange for such services directly
and to have the billing issued directly from the supplier to Client, Client shall advise CPAD in advance of the rendering of such
services.


 


c.All payments should be payable to Carolina Pro Am Drivers,
Inc. and remitted to: 111 Sunrise Center Dr. Thomasville, NC 27360.


 


3. Billing Procedures


 


The fees invoiced for Basic Services shall
be due and payable upon receipt of the invoice. With respect to all other payments of such fee, CPAD will send Client an invoice
on or about the date of the event, for the Basic Services and the out-of-pocket expenses referred to in Sections 2 above. With
your signature below you are jointly and severally responsible for our fees and charges. Your signature represents that you have
full authority to execute this Agreement on behalf of the entity referenced herewith. If we do not receive payment by the end of
the billing month, you agree to pay a charge of eighteen percent (18%) interest per month on the unpaid balance. If payment is
not made by the end of the following month we reserve the right to charge both the eighteen percent (18%) interest per month and
pursue all legal remedies available.


 


4. Term


 


The term of this Agreement shall commence as of January 1, 2014
and expire on December 31, 2017. At the end of the term, this agreement shall continue on a month-to-month basis until cancelled
or renegotiated by either party via a 30-day written notice.


 


5. Indemnification


 


a. Client Responsibility


 


Client
acknowledges that CPAD cannot independently verify factual material supplied to CPAD by Client, and therefore Client hereby agrees
to indemnify and hold CPAD harmless from and against any and all claims, losses, damages, liabilities, actions, causes of action,
expenses (including reasonable attorneys' fees) and any other legal liability which CPAD incurs arising out of information or
material supplied by Client and contained in any reports, press releases or other material distributed by CPAD pursuant to this
Agreement or otherwise at the direction of Client.









 






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b.Use of Information by Third Party


 


The parties agree that CPAD has no control
over information once it has been issued to the media or any other third party. The parties further agree that CPAD cannot assure
the use of any material by any medium, or the accuracy of what any third party broadcasts, publishes or promotes.


 


6.Entire Agreement


 


This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof, and may only be modified or amended by a writing signed by both
parties. Any prior or contemporaneous agreements, promises, negotiations or representations not expressly set forth in this Agreement
are of no force or effect. This Agreement supersedes any and all existing contracts and agreements by the parties with respect
to the subject matter covered herein.


 


7.Agency/Client


 


The parties agree that when purchasing materials
or services on Client's behalf, CPAD will be acting as Client's agent, and all orders placed and contracts entered into by CPAD
for such purposes with suppliers and other persons may so state.


 


8.Titles


 


Titles are for reference purposes only. In
the event of a conflict between a title and the content of a section, the content of the section shall control.


 


9.Assignment


 


This final Agreement shall be governed and
constructed with the laws of the state of California without giving effect to conflicts-of-law principals thereof. This Agreement
may not be assigned to another party, by operation of law or otherwise.


 


10.Arbitration


 


The parties hereto agree that any dispute, controversy or claim
arising out of, relating to, or in connection with this Agreement (including, without limitation, any claim regarding or related
to the interpretation, scope, effect, enforcement, termination, extension, breach, legality, remedies and other aspects of this
Agreement or the conduct and communications of the parties regarding this Agreement and the subject matter of this Agreement) shall
be settled by arbitration at the offices of Judicial Arbitration and Mediation Services, Inc. or successor organization for binding
arbitration in Los Angeles, California by a single arbitrator. The arbitrator may grant injunctions or other relief in such dispute
or controversy. All awards of the arbitrator shall be binding and non-appealable. Judgment upon the award of the arbitrator may
be entered in any court having jurisdiction. The arbitrator shall apply California law to the merits of any dispute or claims,
without reference to the rules of conflicts of law applicable therein. Suits to compel or enjoin arbitration or to determine the
applicability or legality of arbitration shall be brought in the United States District Court for the Central District of California,
or if that court lacks jurisdiction, in a state court located within the geographic boundaries thereof. Notwithstanding the foregoing,
no party to this Agreement shall be precluded from applying to a proper court for injunctive relief by reason of the prior or subsequent
commencement of an arbitration proceeding as herein provided.




 






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Further, by agreeing to arbitrate, the prevailing
parties are entitled to reimbursement of all attorney's fees and costs.


 


CPAD and Client each hereby acknowledge their acceptance and approval
of the foregoing by executing this Agreement in the space set forth below.




 


 


Thank You,


 


 





	Carolina Pro Am Drivers Inc.	 
	 	 
	By:  /s/ Richard S. Ware	Date: January 1, 2014
	Richard S. Ware	 
	 	 
	AGREED TO AND ACCEPTED BY:	 
	 	 
	By: /s/ Kevin P. O’Connell	Date: 1/1/14
	Kevin P. O’Connell	 
	President