Exhibit 10.3


		 	 
	 	Helping
                    You Do More of What You Do Well!


 


 


5300 N. Braeswood, #370          Phone 713 780 0806


Houston, TX 77096-3317          Fax 800 861 1175


www.clearfinancials.com          E mailsteven@clearfinancials.com



	 	 
	 	 
	 	 
	 	April 9, 2013






 


 


Pat Ginther


Owner


Brown Book Shop, Inc.


1517 San Jacinto


Houston, TX 77002


 


Dear Pat:


 


It was a pleasure to meet you last week in my office and learn more
about the Brown Book Shop, Inc. It is our understanding that the Brown Book Shop, Inc. (the “Client” or “Brown”)
would like to retain Clear Financial Solutions, Inc. (the “Firm”) to assist you in evaluating the profitability and
sustainability of Brown. We have prepared this proposal (hereinafter referred to as the “Agreement”) based upon our
understanding of your needs. If this Agreement meets with your expectations, you will need to sign in the space below demonstrating
your acceptance thereto.


 


We anticipate that these services will be performed
by Steven M. Plumb, CPA and the staff of the Firm. The standard billing rates for our partners and staff are as follows:


 





	 	Partner Level	$250 per hour	 
	 	Manager Level	$125 - $175 per hour	 
	 	Staff Level	$100 per hour	 
	 	Bookkeeper	$65 per hour	 



 


During our meeting we discussed the following
matters:


 


		Ø	Prepare our Clear Power Reports for the past 5 fiscal years. A CPR report will provide ratio and
key performance indicators about your business and how it compares to industry peers, and;



		Ø	Analyze sales volume by title, segment and industry with a goal of determining where to focus marketing
efforts



 


After talking to my team, we also believe
that marketing is the key to the sustainability of Brown. Accordingly, I also suggest that you consider expanding the scope of
work to include the following:


 


		Ø	Provide guidance on developing an Internet sales strategy



 


Firm reports to the Chief Executive Officer
and to the Audit Committee of the Board of Directors. If an Audit Committee is not in place then the Firm reports to the Board
of Directors. Firm has the responsibility, authority and freedom to report to the Audit Committee independent of management.


 


Please be aware, however, that none of the
services provided can be relied upon to detect errors, irregularities, or illegal acts that may exist. However, we will inform
the appropriate level of management of any errors that come to our attention or any irregularities or illegal acts that come to
our attention.


 






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Compensation


Consulting Services


 


	Gather data and prepare Clear Power Reports (ratio analysis)	 	$	2,500	 
	Analyze sales and inventory activity	 	 	2,000	 
	Preliminary market research	 	 	2,500	 
	 	 	 	 	 
	Total	 	$	7,000	 



 


If you are in agreement, please sign
the agreement and remit a retainer equal to 50% of the total, or $3,500. If you do not require the preliminary market research
to be done, please deduct this from the total and remit a retainer of $2,250. The balance of any fees will be due upon delivery
of the reports.


 


We are prepared to begin this work immediately
upon receipt of a backup of your Quickbooks database file.


 


In addition, Client will reimburse Firm
for reasonable expenses such as travel, mileage, photocopies, long distance, postage and supplies.


 


From time to time the Firm may bring technology
or transactions to the attention of the Client. If a transaction occurs as a result of these efforts, the Firm will be paid a fee
equal to 5% of the value of the technology or transaction.


 


Client agrees to allow Firm to announce them
as a new client in the Firm’s newsletter.


 


All invoices are due 15 days from the date
of the invoice.


 


Confidentiality


 


The Firm and its agents agree to treat
the Client’s information as confidential.


 


Other


 


The Firm has not been engaged to provide,
nor will it provide, any attestation services, such as auditing, review or compilation services under this contract.


 


Client and its subsidiaries or affiliates,
agree not to solicit for employment or outside contracting any employee or contractor of the Firm. Client must request permission
from the Firm to discuss possible employment opportunities with a Firm employee or contractor. If Client hires an employee or contractor
of the Firm without seeking permission to speak to the Firm contractor or employee, Client will pay the Firm a fee equal to the
100% of the annual full time compensation of the employee or contractor hired by the Client. If Client seeks permission to speak
to a Firm employee or contractor prior to initiating conversations with said employee or contractor, and Client subsequently hires
the Firm employee or contractor, Client will pay Firm a fee of 75% of the annual full time compensation of the employee or contractor.
Any fees due under this clause are payable prior to the first day of employment of the Firm employee or contractor with Client.


 


The effective date of this contract
is the date first referenced above and is for a period of one year. If the Client cancels the contract or fails to perform for
any reason, then it shall pay the Firm damages equal to the balance that it would have paid had the contract been fully performed.
The retainers will be applied to the last month’s billing. Should the contract be renewed, the applicable retainer shall
be rolled forward and will apply to the last billing of the renewed contract. If the Firm is unable to perform due to circumstances
beyond its control, then the Firm is released from this contract and the Firm has no liability under this Agreement.


 






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Guarantee


 


Firm represents and warrants to Company that
all services, work and deliverables to be performed hereunder shall be performed in a professional and workmanlike manner to the
highest industry standards. Firm makes no guarantees or representations regarding any particular result or outcome based on services
provided.


 


Other Matters


 


Based upon the terms and conditions contained
in this Agreement, you are engaging Firm to perform business and management consulting services at such places and times as may
be reasonably agreed to by Firm. It is expressly understood and agreed that no provisions of this Agreement, nor any act of the
parties, shall be interpreted to create any relationship between Firm and Client other than that of independent contractor. Each
party agrees to keep confidential the proprietary information of the other party that may be learned during the course of providing
or receiving services under this Agreement. Firm agrees he will not disclose any proprietary or confidential information acquired
from the Company under this Agreement, including trade secrets, business plans and confidential or other information which may
be proprietary to the Client. This Agreement shall commence on first date referenced above and shall continue indefinitely until
such time as either Firm or the Client terminates the Agreement as provided below. Client shall process payments to Firm bi-weekly
for all undisputed invoices presented by Firm under this Agreement but in no case shall Firm be paid later than thirty (30) days
after the receipt of such undisputed invoices.


 


In the case of a dispute, such representative
as the Client may designate will discuss the controversial items with Firm and attempt to resolve the dispute. The parties will
attempt to resolve any controversy or claim arising out of this Agreement by mediation prior to commencing any legal action. The
maximum recovery for any damages attributable to work performed, regardless of the cause of action, will be limited to the return
of unearned fees paid to Firm.


 


The parties agree that this Agreement constitutes
the entire Agreement between the Client and the Firm and that it supersedes any and all prior or contemporaneous Agreements between
the parties, either written or oral, with respect to the transactions contemplated within this Agreement. This Agreement may be
modified or amended only by an instrument in writing and signed by all the parties to this Agreement. Any waiver of the terms and
conditions of this Agreement must be in writing and signed by all the parties to this Agreement and any such waiver will not be
construed as a waiver of any other terms and conditions of this Agreement. A waiver by either party as to any particular breach
will not constitute or be considered as a waiver of any similar or other breach or default thereafter.


 


The Client expressly understands and agrees
that the Firm, or any of its employees, will not be prevented or barred from rendering services of the same nature as or a similar
nature to those described in this Agreement, or of any nature whatsoever, for or on behalf of any person, firm, corporation or
entity other than the Client regardless of the nature of the business of the other person, The Client understands and agrees that
the Firm will not be prevented or barred from retaining other persons or entities to provide services of the same nature as or
similar nature to those described in this Agreement or of any nature whatsoever.


 


This Agreement is governed exclusively
by Texas substantive law without reference to Texas choice of law rules. The parties agree that all disputes arising out of or
related to this Agreement must be litigated in the state district courts of Harris County, Texas, which the parties agree shall
be the exclusive forum for any and all litigation between them. The Client expressly agrees that it is subject to personal jurisdiction
in Texas for any and all disputes between the parties. The Client further agrees that subject matter jurisdiction for any and all
disputes between the parties lies exclusively in the Texas state courts.


 






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Please indicate your acceptance of the above
understanding by signing below. A copy is enclosed for your records. If your needs change during the year, the nature of our services
can be adjusted appropriately. Likewise, if you have special projects with which we can assist, please let us know. We look forward
to a long-term and mutually-beneficial relationship with Brown Book Shop, Inc.


 


Sincerely,


Clear Financial Solutions, Inc. by


 


 


 


Steven M. Plumb, CPA


 


Reviewed and accepted:


 


 


 


	/s/ Pat Ginther


Pat Ginther


Owner


	Date
________________	 



 


 


 


 


 


 


 






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