Exhibit 10.2


 


 


 






    	1



    	 



    




 


DiMi v4
-- EXTENSION OF SERVICES


FOR “DiMi Telematics International Inc.”


Scope


With DiMi v4 reaching
completion, it's time for our teams to focus on the next challenges: 1. Phone Apps


DiMi's original conception was to make a web application
fully accessible from smartphones. That job has been done outstandingly, as we're delivering a fast, light and good looking application
heavily based on javascript that looks and works great across different devices.


However, an immediate priority after completing
the project will be to deliver iPhone and Android applications, and to connect them with their app markets.


Creating fully native applications is going
to be costly and lengthy. Instead, we'll work with a compiler that's basically going to take the application and package it for
these apps.


Our job will be to tweak, debug and adapt
everything to make sure the packaging works and performs as it should on the new platforms.


Additionally, our team will do the app registration
process on Apple and Google's app markets.


 


 


 





Creative
Media Farm S.L. • Calle Fuencarral 101 / 6o3 – Madrid, Spain • Phone: +34 91 7046497 • hola@farm.co


Proprietary
and Confidential: This document may contain confidential and/or privileged information. Use of material contained in this document


without the
express written permission of Farm.co is prohibited. © August 2013 [Farm.co]






    	2



    	 



    

 





2. Drivers
& Improvements


DiMi v4 has been built around the ELK
M1 Gold Cross--platform controller. Other devices can connect to it, but some brands have their specific, unique cross--platform
central panel.


For those
drivers, our internal process is as follows:


i)              
Learning curve


We'll need the panel and access to
full documentation. It takes us roughly 40--50 hours to play around with the docs and run some experiments.


ii)            
Development


We can't
anticipate how many hours it will take to develop around each of these devices. All of them will be different, documentation might
be more or less complex, more or less thorough, etc. Considering our current experience and knowledge, extrapolating from our experience
with ELK, developing a driver to connect new control panels with the DiMi API we built will take 100 to 130 hours.


iii)          
Testing & Shipping


After
the hardware is done, we can test it out and push it live. This will take 20--30 hours.


After reading the documentation for each
brand, we'll be able to forecast what we can/can't do and how much time we need. But before analyzing the docs and playing around
with the hardware we cannot estimate more accurately.


For
these reasons, we believe the ideal way to handle these tasks is through a 4--month retainer with a monthly 200 hour workload.
If a driver takes less time, we can just keep moving forward to the next one.


The retainer would cover tasks beyond new hardware
compatibility, also including any continuous improvement of the application*. This is specially good in early stages because your
early adopters might -- and will -- suggest new features or tweaks as they start using the application.


We'd renew our agreement every four months,
ending it when we're all sure there are no improvements to be made or adjusting it to a reduced number of hours for maintenance
only.


* Debugging
not included, as you'll have four weeks of testing and debugging included after we deliver the app.


The
initial hardware compatibility and features roadmap so far includes:


·      
Lutron panel compatibility


·      
BacNet panel compatibility


·      
Train HVAC compatibility


·      
zWave panel compativility


·      
Other hardware to be defined


·      
Streaming Video


·      
Minor features (iCal alerts, etc).


 


 


 


 


 



Creative
Media Farm S.L. • Calle Fuencarral 101 / 6o3 – Madrid, Spain • Phone: +34 91 7046497 • hola@farm.co


Proprietary
and Confidential: This document may contain confidential and/or privileged information. Use of material contained in this document


without the
express written permission of Farm.co is prohibited. © August 2013 [Farm.co]









    	3



    	 



    

 


 





Pricing, Timeframes &
Payment Options


a)    
Phone Apps


USD
13,800


Starting date: Immediate 


End date: September 5th


Publication date: Depends on each app market.
It usually takes 7 days to get approved and published.


Suggested payment calendar:


50% to start


25% after delivering the app


25% after the app is approved and available
on the app markets


b)    
Drivers & Improvements


200 hours a month / USD 72* USD 14,400 monthly.


Paid in advance in the first five days each
month.


Expected starting date: August 15th or
September 1st. End date: January 2014.


* Ruby Development hourly rate is USD 80, we're
providing a 10% discount for signing a four--month commitment.


 


Please direct any questions, comments or concerns to:


 


Santiago Melluso, Co--Founder
& CEO santiago@farm.co


 


At Farm.Co we thank you for your business!


 


 


 




Creative
Media Farm S.L. • Calle Fuencarral 101 / 6o3 – Madrid, Spain • Phone: +34 91 7046497 • hola@farm.co


Proprietary
and Confidential: This document may contain confidential and/or privileged information. Use of material contained in this document


without the
express written permission of Farm.co is prohibited. © August 2013 [Farm.co]


 


 


4