Exhibit 10.2 




EARN-OUT AGREEMENT 



        THIS
EARN-OUT AGREEMENT (the “Agreement”) is entered into this __ day of February
2009, between Mach One Corporation, a Nevada corporation (the “Buyer”) and
Thomsen Group, LLC, a Wisconsin limited liability company (the “Seller”). 



RECITALS 



         A.       
          Pursuant to an Agreement For Purchase And Sale Of Business dated February __,
          2009 (the “Purchase Agreement”), among the Buyer and the Seller, it is
          a condition to closing under the Purchase Agreement (“Closing”) that
          the Buyer and the Seller execute and deliver this Agreement to each other. 



         B.       
          Pursuant to the Purchase Agreement, the Buyer will acquire all of the business
          owned by the Seller being conducted under the name Modular Process Contractors,
          LLC (“MPC”). 



         C.       
          The parties intend to provide for the payment of additional Purchase Price (as
          that term is defined in the Purchase Agreement) to the Seller based on the
          financial performance of the Buyer and MPC following the Closing
          (“Earn-Out”). 



AGREEMENT 



         1.       
          Calculation of Earn-Out. The Seller’s Earn-Out shall be based on the
          combined net profit percentage of the Buyer and MPC, determined as follows: 



        During
March, 2012, the Buyer’s Chief Financial Officer (the “CFO”) will determine
the total combined net income of the Buyer and MPC for the years ending December 31, 2009,
2010, and 2011 (the “Total Net Income”) using GAAP accounting standards. The
total combined net income of MPC using GAAP standards, for the years ending December 31,
2009, 2010 and 2011 (the “MPC Net Income”) will be divided by “Total Net
Income” with that number being used as the multiplier of the total amount of the
Buyer’s issued and outstanding common stock on December 31, 2011. The resulting
number is the amount of earn-out shares of Buyer’s common stock to be issued to the
Seller (the “Earn-Out Shares”). In no event shall the Earn-Out Shares exceed 35%
of the issued and outstanding common stock of the Buyer on December 31, 2011. (Example:
Total “MPC Net Income”= $2,500,000 “Total Net Income”= $10,000,000.
Then $2,500,000 / $10,000,000 = 25%. If the total issued and outstanding common stock of
Buyer on December 31, 2011 is 150,000,000 shares, the Seller would receive 25% thereof or
37,500,000 shares). 













         2.       
          Payment of Earn-Out Shares. On or before April 15, 2012, the CFO shall deliver
          to the Seller a written calculation of the Earn-Out Shares earned (if any),
          together with a stock certificate(s) representing the amount of the Earn-Out
          Shares (if any). 



         3.       
          Resolution of Dispute. If Seller disputes the CFO’s calculation of the
          Earn-Out Shares, it shall so notify the Buyer in writing within ten days after
          receipt of the written calculation referred to in Section 2. The Buyer and the
          Seller shall then submit the matter to the Buyer’s independent auditors
          (the “Auditors”), who shall calculate the Earn-Out Shares as described
          in Section 1. The Auditors shall submit its written calculation of the Earn-Out
          Shares to the parties simultaneously with its completion of its audit of the
          Buyer’s financial statements for the fiscal year ended December 31, 2011.
          If the Auditor’s calculation shows the Earn-Out Shares to be equal to or
          less than the amount determined by the CFO, then the Seller shall pay the
          Auditor’s fees and expenses. If the Auditor’s calculation shows the
          Earn-Out Shares to be greater than the amount determined by the CFO, then the
          Buyer shall pay the Auditor’s fees and expenses. 



         4.       
          Miscellaneous. 



        
     4.1
Modification and Waiver of Breach. No waiver or modification of this Agreement shall be
binding unless it is in writing signed by the parties hereto. No waiver of a breach hereof
shall be deemed to constitute a waiver of a future breach, whether of a similar or
dissimilar nature. 



        
     4.2
Assignment. The rights of the Buyer under this Agreement may, without the consent of the
Seller, be assigned by the Buyer, in its sole and unfettered discretion (a) to any person,
firm, corporation, or other business entity which at any time, whether by purchase,
merger, or otherwise, directly or indirectly, acquires all or substantially all of the
assets or business of the Buyer, or (b) to any subsidiary or affiliate of the Buyer, or
any transferee, whether by purchase, merger or otherwise, which directly or indirectly
acquires all or substantially all of the assets of the Buyer or such subsidiary or
affiliate. 



        
     4.3
Notices. All notices and other communications required or permitted under this Agreement
shall be in writing, served personally on, or mailed by certified or registered United
States mail to, the party to be charged with receipt thereof. Notices and other
communications served by mail shall be deemed given hereunder 72 hours after deposit of
such notice or communication in the United States Post Office as certified or registered
mail with postage prepaid and duly addressed to whom such notice or communication is to be
given, in the case of (a) the Buyer, 6430 Congress Drive, West bend, Wisconsin 53095,
Attention: Chief Executive Officer, or (b) to Seller, 3505 Chatham Street, Racine
Wisconsin 53402, Attention: President. Any such party may change said party’s address
for purposes of this Section by giving to the party intended to be bound thereby, in the
manner provided herein, a written notice of such change. 



        
     4.4
Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
Agreement. 



        
     4.5
Construction of Agreement. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of Wisconsin applicable to agreements executed and to
be performed in Wisconsin. 













        
     4.6
Complete Agreement. This Agreement contains the entire agreement between the parties
hereto with respect to the transactions contemplated by this Agreement and supersedes all
previous oral and written and all contemporaneous oral negotiations, commitments,
writings, and understandings. 



        
     4.7
Non-Transferability of Interest. None of the rights of the Seller to receive any form of
compensation payable pursuant to this Agreement shall be assignable or transferable. Any
attempted assignment, transfer, conveyance, or other disposition of any interest the Buyer
pursuant to this Agreement shall be void. 



        
     4.8
Severability. If any provision of this Agreement or application thereof to anyone or under
any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect any other provisions or applications of
this Agreement that can be given effect without the invalid or unenforceable provision or
application and shall not invalidate or render unenforceable such provision in any other
jurisdiction or under any other circumstance. 



        
     4.9
Legal Fees. If any legal action, arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of any alleged dispute, breach, default or
misrepresentation in connection with this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorneys’ fees and other costs it incurred
in that action or proceeding, in addition to any other relief to which it may be entitled. 



















		
		MACH ONE CORPORATION



By: _______________________________________

    Monte B. Tobin, Chief Executive Officer







THOMSEN GROUP, LLC







By: ______________________________________

    Tad Ballantyne, President