SERVICES
AGREEMENT




THIS
AGREEMENT (this “Agreement”) is dated
as of 14 August, 2009, by and between  Jurg Walker of 4 Hardstrasse,
Birsfelden, 4127, Switzerland (“JW”) and DEMATCO GROUP CORP. (“Dematco”) Vanterpool
Plaza, Wickhams City I, Road Town, Tortola, British Virgin
Islands,  (together the “Parties”).





RECITALS




A..           DEMATCO
is currently arranging a merger between First Corporation (“First Corp”), a
Colorado incorporated company traded on the OTC-BB in the USA, and Acquma
Holdings Limited (“Acquma”), a BVI incorporated private company. Dematco is
seeking parties interested in investing in the merged company First
Corporation.




B.            
JW wishes to act as introducer of parties interested in investing in the merged
company First Corporation to Dematco.




NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Parties hereby agree as follows:




AGREEMENT




1.           Term.  Except
as otherwise expressly provided herein, this Agreement shall commence as of the
date hereof and shall continue until the earlier of the onward sale of the First
Corporation shares upon issue and listing of the First Corp shares on the OTC-BB
and 31 December 2009 (the “Term”).




2.           Initial
Services  JW will introduce Dematco to parties known to JW whom
he believes would become investors in the merged company First
Corp.




3.           Remuneration As
remuneration for such introductions Dematco will pay to JW an amount equal to
10% (ten per cent) of all remuneration received by Dematco from First Corp and
Acquma, both in cash and stock in either company.




4.           Notification Dematco
will notify JW of :




i)
              the
      confirmation of listing of the newly issued shares of First Corp
      on  the OTC-BB Market;
and




ii)
            the
      total amount received by Dematco by way of fees and commissions earned by
      Dematco from Acquma and/or First
Corp.







5.           Representations and
Warranties of  JW.




(a)           Authorization.  JW
is duly and legally authorized to enter into this Agreement and has complied
with all laws, rules, regulations, charter provisions and bylaws to which he may
be subject and that by appending his signature to this Agreement binds himself
to the terms of this Agreement.





(b)           No Breach or
Default.  The execution and delivery of this Agreement and the
performance of his obligations hereunder by JW will not conflict with any
provision of any law or regulation to which JW is subject.





(c)           No Actions. There is
no proceeding, action, investigation or litigation pending or threatened against
JW which, individually or in the aggregate, may have a material adverse effect
on this Agreement or any action taken or to be taken in connection with JW’s
obligations contemplated herein, or which would be likely to impair materially
JW’s ability to perform under the terms of this Agreement.





6.           Representations and
Warranties of Dematco.




(a)           Authorization.  Dematco
is duly and legally authorized to enter into this Agreement and has complied
with all charter provisions and bylaws to which it may be subject and that the
undersigned representative is authorized to act on behalf of and bind Dematco to
the terms of this Agreement.





(b)           Binding
Obligations.  Assuming due authorization, execution and
delivery by each other party hereto, this Agreement and all of the obligations
of Dematco hereunder are the legal, valid and binding obligations of Dematco,
enforceable in accordance with the terms of this Agreement, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally and by
general equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law).


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(c)           No Breach or
Default.  The execution and delivery of this Agreement and the
performance of its obligations hereunder by Dematco will not conflict with any
provision of any law or regulation to which Dematco is subject or by which any
of its assets may be bound or conflict with or result in a breach of or
constitute a default under any of the terms, conditions or provisions of any
agreement or instrument to which Dematco is a party or by which it or any of its
assets may be bound, or any order or decree applicable to
Dematco.





(d)           No Actions. There is
no proceeding, action, investigation or litigation pending or threatened against
Dematco which, individually or in the aggregate, may have a material adverse
effect on this Agreement or any action taken or to be taken in connection with
Dematco’s obligations contemplated herein, or which would be likely to impair
materially Dematco’s ability to perform under the terms of this
Agreement.





7.        
  Indemnification.  From
and after the date hereof, each of the Parties shall defend, indemnify and hold
harmless the other or its respective agents, affiliates, employees, contractors,
officers, directors and representatives against and from any and all liability
for, and from and against any and all losses or damages such party may suffer as
a result of any claim or threatened claim that such party shall incur or suffer
as a result of: (a) any act or omission of such party’s agents, affiliates,
employees, contractors, officers, assignees, directors and representatives in
connection with such party’s obligations under this Agreement; (b) the breach or
inaccuracy of any of such party’s representations or warranties as set forth in
this Agreement; or (c) the breach of any of such party’s covenants as set forth
in this Agreement; provided however, that such party shall not be liable to any
other party or such party’s agents for any portion of any of the foregoing
amounts resulting from such other party’s breach of this Agreement, or the
willful malfeasance, bad faith or gross negligence of the such other party or
its agents.




8.           Survival.  The
provisions set forth in Sections 5, 6, and 7 shall survive the termination of
this Agreement.




9.           Entire Agreement;
Modification.  This Agreement constitutes the entire and
complete agreement between the parties hereto with respect to the subject matter
hereof and supersedes and replaces all prior agreements, commitments,
communications, representations and understandings, both written and oral,
between the parties with respect to the subject matter hereof.  This
Agreement may not be amended, supplemented, or otherwise modified except by a
written agreement executed by each of the parties.


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10.         Notices.  All
notices, requests, demands, claims and other communications required or
permitted to be given or made hereunder must be in writing and, unless expressly
agreed otherwise, by e-mail at latest email address, or if an email is not
practical or is returned, then by post.  Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given and received
(a) if personally delivered, when so delivered, (b) if mailed, five (5)
business days after having been sent by registered or certified mail, return
receipt requested, postage prepaid and addressed to the intended recipient as
set forth below, (c) if sent through an overnight delivery service in
circumstances to which such service guarantees next day delivery, the next
Business Day following being so sent, and (d) if sent by electronic facsimile or
email, once such notice or other communication is transmitted to the fax number
specified below and the appropriate printed confirmation of transmission is
received, provided that such notice or other communication is promptly
thereafter mailed in accordance with the provisions of clause (b) above or sent
by overnight delivery service in accordance with clause (c)
above:




If
      to Jurg Walker, addressed toJurg
      Walker4
      HardstrasseBirsfelden4127,
      SwitzerlandE-mailFaxIf
      to DEMATCO, addressed to:Dematco
      Group CorporationC/o
      J Nunn FCA271
      St Albans RoadHemel  Hempstead,
      HertfordshireHP2
      4RPAttn:  T. RamsdenEmail:
      terryramsden@hotmail.comFax:  +44
      20 8348
1088




Either
party may give any notice, request, demand, claim or other communication
hereunder using any other means (including, without limitation, electronic
mail), but no such notice, request, demand, claim or other communication shall
be deemed to have been duly given or received unless and until it actually is
received by the party for which it is intended and the notifying party can
provide evidence of such actual receipt.  Either party may change its
address or fax number for the receipt of notices, requests, demands, claims and
other communications hereunder by giving the other party notice of such change
in the manner herein set forth.


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11.         Assignments; Successors; No
Third-Party Rights.  Neither party may assign any of its rights
or delegate or cause to be assumed any of its obligations under this Agreement
without the prior written consent of the other party.  Subject to the
preceding sentence, this Agreement shall apply to, be binding in all respects
upon and inure to the benefit of the successors and permitted assigns of the
parties.  Nothing expressed or referred to in this Agreement shall be
construed to give any Person other than the parties hereto any legal or
equitable right, remedy or claim under or with respect to this Agreement or any
provision of this Agreement, except such rights as shall inure to a successor or
permitted assign pursuant to this Section 11.




12.         Waiver; Remedies
Cumulative.  The rights and remedies of the parties hereunder
are cumulative and not alternative.  Neither any failure nor any delay
by either party in exercising any right, power or privilege under this Agreement
or any of the documents referred to in this Agreement shall operate as a waiver
of such right, power or privilege, and no single or partial exercise of any such
right, power or privilege shall preclude any other or further exercise of such
right, power or privilege or the exercise of any other right, power or
privilege.  To the maximum extent permitted by applicable law, (a) no
claim or right arising out of this Agreement or any of the documents referred to
in this Agreement can be discharged by one party, in whole or in part, by a
waiver or renunciation of the claim or right unless made in writing and signed
by the other party, (b) no waiver that may be given by a party shall be
applicable except in the specific instance for which it is given, and (c) no
notice to or demand on one party shall be deemed to be a waiver of any
obligation of that party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement or the documents referred to in this Agreement.




13.         Governing
Law.  This Agreement shall be governed in all respects,
including as to validity, interpretation and effect, by English law without
regard to conflicts-of-laws principles that would require the application of any
other law.




14.         Forum for Disputes;
Costs.  Each party hereby agrees to the exclusive jurisdiction
of the International Chamber of Commerce in
London with respect to any claim or cause of action arising under or
relating to this Agreement, and waives personal service of any and all process
upon it, and consents that all services of process be made by registered or
certified mail, return receipt requested, directed to it at its address as set
forth in Section 10 hereof, and service so made shall be deemed to be completed
when received.  Each party hereby waives any objection based on forum non conveniens and
waives any objection to venue of any action instituted
hereunder.  Nothing in this Section 14 shall affect the right of
either party to serve legal process in any other manner permitted by applicable
law.


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If any
Proceeding is brought in connection with this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys’ fees, accounting fees, and
other costs incurred in that Proceeding, in addition to any other relief to
which it may be entitled.  THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL
BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF
THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  THE PARTIES AGREE
THAT ANY OF THEM MAY FILE A COPY OF THIS SECTION 14 WITH ANY COURT AS WRITTEN
EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES
IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN
THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL
INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT
A JURY.




15.         Execution of
Agreement.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original copy and all of
which, when taken together, shall be deemed to constitute one and the same
agreement.  The exchange of copies of this Agreement and of signature
pages by facsimile transmission shall constitute effective execution and
delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes.  Signatures of the parties
transmitted by facsimile shall be deemed to be their original signatures for all
purposes.


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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.




Jurg
      WalkerBy:Name:DEMATCOBy:Name:Its: