Exhibit
10.30


 





 


July
22, 2021


 


Steve
Morris


Biolife4D Corporation


318
Half Day Road, Ste
201


Buffalo
Grove, IL
60089


 


Dear
Steve:


 


We
are pleased
to confirm our acceptance and understanding of the terms
and objectives
of our engagement and the nature
and
limitations
of the services we
will provide.


 


We
will
perform the following
services:


 


	 	1)	We
    will
    provide you with
    the following
    Client
    Accounting
    Services:


 


	 	● 	Assist
    bookkeeper with
    year-end
    closing,
    including
    posting
    of standard
    journal
    entries
	 	● 	Work
    with
    Bookkeeper to facilitate
    the year-end audit process including
    analysis
    of supporting
    documentation
    for balance
    sheet accounts
	 	● 	Record
    fixed assets and calculate
    depreciation
	 	● 	Available
    to answer
    questions as needed
	 	● 	Prepare
    annual 1096
    and
    1099
	 	● 	Assist
    with
    determining other business
    needs in
    the insurance
    area such as health insurance,
    workmen’s
    comp, business
    contents
    and professional
    liability,
    as needed
	 	● 	Attend
    meeting or conference call
    as needed to discuss
    current
    issues
    the company is
    facing. Meetings to be focused on all business aspects,
    addressing
    company processes, internal
    challenges,
    problem
    resolution,
    business
    performance, priorities
    and goals, growth
    initiatives,
    long-term
    opportunities
    and challenges,
    as well
    as critical
    decision
    analysis


 


Our
Client
Accounting
Services
will
cover the year ended December
31,
2021.


 


	 	2)	We
    will
    prepare
    the semi-annual
    and annual
    financial
    statements
    of Biolife4d
    Corporation which comprise
    the balance sheet and the related statements of income,
    changes in stockholders’
    equity,
    and cash flows
    for the periods
    ended June
    30, 2021 and
    December 31,
    2021 and perform a compilation
    engagement with
    respect
    to the June
    30, 2021
    financial
    statements.
    These financial statements
    will
    not include
    the related notes to the financial
    statements.
	 	 	 
	 	 	We
    will
    assist
    your bookkeeper
    in
    adjusting
    the books of accounts
    with
    the objective
    that he (she)
    will be able
    to prepare
    a working
    trial
    balance
    from
    which
    financial
    statements can
    be prepared.
    Your
    bookkeeper will
    provide
    us with a detailed
    trial
    balance
    and
    any supporting
    schedules we
    require.


 


5202
Old Orchard
Road, Suite
ll0 Skokie,
IL 60077
Phone:
(847)
256-3100 Fax:
(847)
256-5120
www.thehechtmangroup.com


 




    	 



     


    

 


Biolife4D
Corporation


July
22, 2021


Page
2


 


The
objective of our engagement is to-


 


	 	●	prepare
    financial statements in accordance
    with accounting
    principles generally accepted in the
    United States of America based on
    information provided
    by you and
	 	 	 
	 	●	apply
    accounting and financial reporting
    expertise to assist you in the presentation of financial
    statements without
    undertaking
    to obtain
    or provide any assurance that there
    are no material
    modifications that should be made
    to the financial statements in order for them
    to be in accordance with
    accounting
    principles generally accepted in
    the United States of America.


 


We
will conduct
our compilation
engagement in
accordance with
the Statements on Standards for Accounting
and Review Services (SSARS) promulgated
by the Accounting
and Review Services Committee of the AICPA and comply with
the AICPA’s
Code of Professional Conduct, including the
ethical principles of integrity,
objectivity, professional
competence, and due care.


 


We
are not required
to, and will not,
verify
the accuracy or completeness of the information
you will
provide to
us for the
engagement or otherwise gather evidence
for the purpose of expressing an opinion
or a conclusion.
Accordingly,
we will not
express an opinion
or a conclusion or provide any assurance on the financial
statements.


 


Our
engagement cannot be relied upon
to identify or disclose any financial statement
misstatements, including those caused
by fraud or error, or to identify or disclose any wrongdoing
within the Company or noncompliance
with laws and
regulations.


 


We,
in
our sole professional
judgment, reserve the
right to refuse
to perform
any procedure or take any action that could be construed as assuming management responsibilities
since performing
those procedures or taking such action
would
impair
our independence.


 


The
financial statement preparation and
compilation
portion of the engagement
to be
performed conducted on the basis that
you acknowledge
and understand that our role
is to prepare
financial statements
in accordance
with accounting
principles generally accepted in the United States of America and assist you in
the presentation
of the financial
statements in accordance
with
accounting
principles generally accepted in the
United States of America. You have the
following overall responsibilities that
are fundamental to our
undertaking the
engagement in
accordance with SSARS:


 


	 	● 	The
    selection of accounting principles
    generally accepted in
    the United States of America as the financial reporting
    framework to be applied in
    the preparation of the financial
    statements.
	 	● 	The
    preparation and fair presentation of financial statements in accordance with
    accounting principles
    generally accepted in the United
    States of America and the inclusion
    of all informative
    disclosures that
    are appropriate for accounting principles
    generally accepted in the
    United States of America.
	 	● 	The
    design, implementation,
    and maintenance
    of internal
    control relevant to the preparation
    and fair
    presentation of financial
    statements that
    are free
    from material misstatement,
    whether due
    to fraud or error.
	 	● 	The
    prevention and
    detection
    of fraud.
	 	● 	To
    ensure that the Company complies
    with the laws
    and regulations applicable to its
    activities.
	 	● 	The
    accuracy and completeness of the records, documents,
    explanations, and other information,
    including significant
    judgments, you provide to us for
    the engagement.
	 	● 	To
    provide us with:


 


	 	○	access
    to all information
    of which
    you are aware is
    relevant
    to the preparation and fair presentation of the financial
    statements, such as records,
    documentation, and other matters.
	 	○ 	Additional
    information that may be
    requested for the purpose
    of the compilation
    engagement.
	 	○ 	Unrestricted
    access to persons within
    Biolife4D Corporation with
    whom we determine necessary to make
    inquiries.



 



    	 



     


    

 


Biolife4D
Corporation


July
22, 2021


Page
3



 





As
part of our engagement, we
will issue a report that will state that we did not audit or review
the financial statements and that,
accordingly,
we do not express an opinion,
a conclusion,
nor provide
any assurance on them. There
may be circumstances in which
the report differs from the expected form
and content.
If, for
any reason,
we are
unable
to complete
the compilation
of your financial statements,
we
will
not issue
a report on such statements as a result
of this engagement.


 


Our
report will
disclose
that the Company’s
management has elected to omit
substantially
all of the disclosures required
by accounting
principles
generally accepted in the United
States of America. If
the omitted disclosures were
to be
included in
the financial
statements,
they might
influence the user’s
conclusions about the Company’s
financial position
and results of operations.
Accordingly, the
financial statements
will
not
be designed
for those who are not informed
about such matters.


 


You
agree
to include our accountant’s compilation
report in any
document
containing
financial
statements that indicates
that we
have performed
a compilation
engagement on such financial statements
and, prior
to the inclusion
of the report, to
obtain
our permission
to do so.


 


	 	3)	We
    will
    also:


 


	 	●	Prepare
    the
    federal Form
    1120 and Illinois
    Form IL-1120
    income tax returns
    for Biolife4D
    Corporation
	 	●	Prepare
    any bookkeeping entries that we
    find necessary in
    connection
    with
    preparation of the income
    tax returns.


 


The
objective
of the tax services
portion
of the engagement
is
to prepare the tax returns in
accordance with
Statements on Standards
for Tax Services issued
by the AICPA and comply with
the AICPA’s
Code of Professional Conduct,
including
the ethical principles
of integrity,
professional competence, and due
care.


 


We
will
prepare
the above-referenced tax returns solely
for filing
with
the Internal Revenue
Service
(“IRS”)
and state and local
tax
authorities
as identified
above. Our
work
is not intended
to benefit or influence
any third
party, either
to obtain
credit or for any other purpose. You agree
to indemnify
and hold us harmless
with
respect to any and all claims arising
from the
use of the tax returns
for any purpose
other than filing
with
the IRS and state and local tax authorities regardless of the nature of the claim,
including
the negligence
of any party.


 


You
and/or your designated
management team are responsible
for determining
your tax
filing
obligations with
any state or local tax authorities,
including, but
not limited
to, income, franchise, sales, use, property
or unclaimed property taxes. You
agree that we
have no responsibility
to research these obligations
or inform
you of them. If
upon review of
the information
you have provided to us, including information
that comes to our attention,
we believe
that you may have additional
filing
obligations, we will
notify you of this
responsibility.


 


On
June 21, 2018,
the U.S.
Supreme Court
reversed the long-standing physical presence nexus standard in South Dakota v. Wayfair,
Inc. et.
al.
This
decision
significantly
changes
the landscape
of sales
and use
tax compliance,
especially for online
sellers.
If you wish
to understand
the impact
of the decision
on your business, we
will
confirm this
in
a separate engagement letter. The scope of our services
under this
engagement letter does not include
services related to your compliance
with
other tax obligations.


 


As
part of your filing obligations,
you may be required
to make certain information
disclosures
related to your foreign investments.
You are
responsible
for informing
us of all foreign
assets owned directly or indirectly,
including
but not limited
to financial
accounts with foreign
institutions
and ownership of any foreign entities,
regardless of
amount.


 




    	 



     


    

 



Biolife4D
Corporation


July
22, 2021


Page
4



 


You
are responsible
for the safeguarding of assets, the proper recording of transactions
in the
books of accounts, the
substantial accuracy of the financial
records,
and the full
and accurate disclosure to us of all relevant facts affecting the returns.
You also have final responsibility
for the tax return and, therefore,
the appropriate
company officials should review
the return carefully before an authorized officer signs and files
it.


 


If,
during
our work, we discover
information that
affects prior-year tax returns,
we will make you
aware of the facts. However,
we cannot
be responsible
for identifying
all items
that may affect
prior-year returns. If you become aware of such information
during the year, please
contact us to discuss the best resolution of the issue.
We will
be happy to
prepare appropriate amended returns
as a separate engagement.


 


Our
work in connection
with the
preparation of the tax returns does not
include
any procedures designed to discover
defalcations or other irregularities,
should
any exist. The returns will be
prepared
solely from information provided
to us without any
verification
by us.


 


In
accordance with federal
law, in no case will we disclose
your tax return information
to any location outside
the United Sates,
to another
tax return preparer
outside
of our firm
for purposes of a second opinion, or to any other third
party for any purpose other than
to prepare your return without
first receiving your consent.


 


The
Internal Revenue Code and regulations impose preparation
and disclosure standards with noncompliance
penalties
on both the preparer of a tax return and on the taxpayer. To avoid exposure to these
penalties,
it
may be
necessary in
some cases to make
certain disclosures
to you and/or
in the tax
return concerning positions
taken on
the return
that do not meet these standards. Accordingly,
we will advise
you if
we identify such
a situation, and
we will discuss
those
tax positions
that may increase the risk of exposure to penalties
and any recommended disclosures before completing
the preparation of the return.
If we
conclude
that we are
obligated
to disclose a position
and you refuse
to permit disclosure,
we reserve
the right
to withdraw from
the tax services
portion
of the engagement. Likewise, where we
disagree
about the obligation
to disclose
a position,
you also have a right
to choose another professional
to prepare your return. In either
event, you agree
to compensate us for
our services
to the
date of the withdrawal. Our
engagement with
you will terminate
upon our withdrawal.


 


Your
business
has the responsibility
of preparing
and filing, on
a calendar year basis, forms
1099 which disclose
amounts paid
to non-employees for services of $600 or more,
and payments of $10
or more of
interest and/or dividends.
There is
a penalty for each failure to file
with the IRS.
Failure
to file
forms 1099 may also
result
in the
loss of
deductions
for these amounts. These forms must be
distributed
to the
recipients by January 31 and filed with
the Internal
Revenue Service
by February 28 for the preceding
calendar
year payments.
We will be happy to assist
you in meeting
this requirement, if you so desire.


 


You
may also be assessed the penalty
if you
do not exercise due diligence
in obtaining
the payee’s proper identification
number, which must
be reported on
form 1099.
Form W-9 has
been designed
by the IRS for you to obtain this information.
If the payee
fails to furnish
you his
taxpayer’s
identification number
in the
manner required and
you are notified
by the IRS that the
payee’s number is
incorrect,
you will be
required to deduct and withhold income
tax from reportable
payments at a 20 percent rate.
We recommend that you
establish
the practice of requiring
form W- 9 to be completed
by the payee before payments are made.


 


It
may be necessary to prepare an application
for extension of time
to file the tax returns when we do not receive
your tax information 30 days prior
to the due date of your return. Applying for an extension
of time to file may extend the time available for
a tax authority
to undertake an audit
of your return or may extend the statute of limitations. An extension only allows additional
time to file a tax return it
does not extend the time to pay any taxes that are due. Additionally,
extensions
may affect your liability
for penalties
and interest
or compliance
with
government deadlines.
We are available
to discuss this matter with
you at your request.


 


The
IRS permits
you to authorize use to discuss,
on
a limited
basis,
aspects of your return for
one year after the return’s
due date. Your consent to such
a discussion
is evidenced by checking
a box on the return. Unless
you tell us
otherwise, we
will
check that box authorizing
the IRS to
discuss your return with us.


 




    	 



     


    

 



Biolife4D
Corporation


July
22, 2021


Page
5



 


Certain
communications involving tax
advice
may be privileged and not subject to disclosure to the IRS. By disclosing the contents of those communications to anyone, or by turning
over information
about those communications
to the government, you,
your employees,
or agents may be waiving
this privilege. To protect this right
to privileged
communication,
please consult with us or
your attorney prior to disclosing any information
about our tax advice.
Should you decide it is
appropriate for us to disclose any potentially privileged communication, you agree to provide us
with written, advance authority
to make that disclosure.


 


Should
we receive
any request
for the disclosure of privileged information
from any third party, including
a subpoena or IRS summons,
we will notify you.
In the event you direct us
not to make the
disclosure, you agree to hold us harmless
from
any expenses incurred in defending
the privilege, including,
by way
of illustration only,
our attorney’s
fees, court costs, outside
adviser’s
costs, or
penalties or fines imposed as a result
of your asserting
the privilege
or your direction to us to assert the privilege.


 


The
returns may be selected for review by the taxing authorities.
In the
event of an audit,
you may be requested to produce documents,
records, or
other evidence
to substantiate
the items
of income and
deduction shown on a tax return.
Any proposed
adjustments by the examining
agent are subject to certain
rights of
appeal. In the event of a tax examination,
we will be
available, upon
request, to
represent you. However, such additional
services are not included in
our fess for preparation of the tax
returns.


 


Other
Relevant Information


 


You
are responsible for
all management decisions and responsibilities
and for designating an individual
with suitable
skills, knowledge,
and experience to oversee our bookkeeping,
compilation,
and tax services.
You are responsible for evaluating
the adequacy and results
of the services performed and accept responsibility
for such services.


 


The
fees for our services will
be charged at our standard
hourly rates in
accordance with the services
rendered. You
will also
be billed for out-of-pocket costs such as word
processing,
postage,
travel,
etc. if
applicable. Our fees are based on your anticipated cooperation and the assumption that unexpected circumstances will
not be encountered during the work
performed.
If significant
additional time is necessary, we
will discuss
it with you
and arrive at a new fee estimated before we
incur the
additional costs. Our invoices
for these fees will
be rendered
each month as work
progresses and are payable on presentation.


 


This
engagement letter
does not
cover responses to IRS,
state or local tax notices.
You may request
that we
perform additional services
not addressed
in this engagement letter.
If this occurs, we
will communicate with
you regarding the scope of the
additional services and the estimated
fee. We
also
may issue
a separate engagement letter
covering the additional services.
In the absence of any other written
communication from us documenting such
additional
services, our services will continue
to be governed by the terms
of this engagement
letter.


 


Tax
planning services are not within
the scope of this
engagement. During the
course of preparing the tax
returns identified above,
we may
bring to your attention
potential
tax savings strategies
for you to consider as a possible means of reducing your taxes in subsequent tax years.
However, we
have no
responsibility
to do
so, and
will take no
action with respect
to such recommendations, as
the responsibility
for implementation
remains with you,
the taxpayer.
If you ask us to provide tax planning
services, we will confirm
this representation in a
separate engagement letter.


 


You
agree to hold us harmless and to release, indemnify,
and defend us from any liability or costs,
including attorney’s
fees, resulting
from management’s knowing misrepresentation to us.


 




    	 



     


    

 



Biolife4D
Corporation


July
22, 2021


Page
6



 


We
appreciate the opportunity to be of service to you and believe
this
letter accurately summarizes the significant terms of our engagement. If
you have any questions,
please let
us know.
If you
agree with the terms
of our engagement as described
in this
letter, please sign the enclosed copy and return it
to us.


 


Sincerely,


 


	/s/
  James I. Hechtman	
	James
  I. Hechtman 	 
	Managing
  Partner	 
	The
  Hechtman Group Ltd	 













 


ACKNOWLEDGED:


Biolife4D
Corporation


 


	/s/
    Steven Morris	 	 	 
	Steve
    Morris	 	Date	07/26/2021