8743 East Pecos Road, Suite 122 Mesa, Arizona 85212

MANUFACTURING AGREEMENT
TODAYS DATE: August 23, 2012 EST. PRODUCTION TIME: 15-20 Business Days BUYER: Gustavo Loyo JOB NAME: 12-0800 (Tenshon-Loyo) JOB LOCATION: Florida ADDRESS: Florida

1. Parties to this agreement: Manufacturer: Tenshon

Buyer: Gustavo Loyo

2. Proposed goods and quantity to be sold by Manufacturer to Buyer: a. See Scope of Work: see attached Appendix B We propose to furnish the goods and quantity specified herein, in accordance with the details and specifications contained herein for the sum of (excluding sales tax): Eight hundred sixty-eight and 89/100 Dollars ($868.89). Payment as follows: A 100% deposit of $868.89 is required to begin production, including the applicable tax, if any, in order for Manufacturer to release goods to Buyer. Payment will be accepted by means of cash or company check. Shipping is to be paid for and arranged by Buyer, unless otherwise agreed upon herein and Manufacturer will make goods available for pick-up, upon Buyers payment in full.
All goods are guaranteed to be as specified. All goods are to be completed in accordance with the specification contained herein. Buyer holds a limited 1-year manufacturers warranty on the materials used. Any alteration or deviation from the included agreement terms will be executed, and become legally binding, only upon written request by the altering party and/or the signing by both parties of a new Manufacturing Agreement. Manufacturer holds the right to retain control of both the deposit and the goods pending Buyers failure to make payment in full. Buyers cancellation of the Manufacturing Agreement, refusal to pay, or Buyers effective cancellation through non-communication with Manufacturer for a period exceeding 60 days, will also bring about fees and costs detailed in the additional terms of Appendix C. The Manufacturer is not responsible for delays caused by third parties and/or circumstances out of Manufacturers control. Accordingly, Manufacturer will not be in breach for such delays or circumstances. All approvals and/or building permits required by governing agencies, boards and/or interested parties, are the responsibility of the Buyer, unless otherwise noted, and the Manufacturer is not responsible for the inability to perform this Agreement due to Buyers failure to obtain said approval. In the case that Manufacturer is involved in any way with the installation of the products they manufacture pursuant to this agreement, their actions or inactions are governed by Appendix C of this Agreement. Shipping is FOB Manufacturers place of business, unless otherwise arranged in this Agreement. Any loss or damage occurring via transport is not the responsibility of the Manufacturer. This Agreement is valid for 30 days from the date first signed by one of the Parties and will become void thereafter, if Buyer or Manufacturer does not sign the Agreement and the retainer is not paid in full within said timeframe. Additional Terms contained in Appendix A, B & C and are incorporated herein, regardless of Buyers initialing of each individual Appendix page and are intended to provide more specificity to the above terms and clarify other additional terms.

Acceptance of Agreement: Buyer hereby accepts and agrees to the terms and conditions of this Agreement, including the

Agreement Price stated above, the Additional Terms and Conditions set forth in Appendix C, and any appendices or addenda referenced herein. Buyer hereby authorizes Manufacturer to commence the Work described within this Agreement.

Manufacturer: Tenshon

By: ___________________________________ Date: ____________

Buyer: Gustavo Loyo

By: ___________________________________ Date: ____________

(See attached appendices)

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GENERAL SKETCH & DESIGN - APPENDIX A

These diagrams are to be considered general production plans. The dimensions are to be considered generalities, unless otherwise noted herein. Further diagrams may be produced by Manufacturer to clarify these designs and are incorporated by reference herein.

* Sketch Area * Double fold, hemmed panels with #5 nickel-plated grommets, grommet every 1 O.C.

Color shown as KHAKI

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* Double fold, hemmed panels with #5 nickel-plated grommets, grommet every 1 O.C.

Color shown as KHAKI

*Design may change based on approval of both parties.

_____________ Buyers Initials

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SCOPE OF WORK - APPENDIX B

The scope of work is intended to represent to full responsibility of Manufacturer to Buyer, pursuant to this Agreement. Any omissions or ambiguities are expressly excluded.

STANDARD INCLUSIONS & EXCLUSIONS

Shade Membrane(s) Included Excluded Based on Buyers verified connection points. Based on Buyers requested finished dimensions.
Membrane 1 AB-12 5/8, BC-2, CD-12 5/8, DA-2, AC-24 1/8, BD-24 1/8 Membrane 2 AB-9 5/8, BC-14 3/16, CD-9 5/8, DA-14 3/16, AC-16 13/16, BD- 16 13/16 Membrane 3 AB-12 5/8, BC-2, CD-12 5/8, DA-2, AC-24 1/8, BD-24 1/8 Membrane 4 AB-12 5/8, BC-2, CD-12 5/8, DA-2, AC-24 1/8, BD-24 1/8 Membrane 5 AB-12 5/8, BC-2, CD-12 5/8, DA-2, AC-24 1/8, BD-24 1/8 Membrane 6 AB-12 5/8, BC-2, CD-12 5/8, DA-2, AC-24 1/8, BD-24 1/8 Membrane 7 AB-12 5/8, BC-2, CD-12 5/8, DA-2, AC-24 1/8, BD-24 1/8 Membrane 8 AB-12 5/8, BC-12 5/8, CD-12 5/8, DA-12 5/8, AC-18 11/16, BD-18 11/16 Membrane 9 Membrane 10 Membrane 11

Structural Components Included Excluded Pole & Component Finish Included Excluded Hardware Included Excluded Install Support Included Excluded Design Included Excluded Engineering Included Excluded Shipping Included Excluded

Quantity Length If engineering is included in this Agreement, the engineering specification regarding structural component quantity, length and/or size are included by reference here.

Primed or Sealed

Powder Coat
Color Metal preparation is expressly disclaimed.

Other

Wire Rope

Small Hardware Quantity -

Large Hardware Quantity -

Bracket Quantity -

Manufacturers representative will be present onsite for ____ day(s), to answer questions regarding the membrane only. Install support shall not be construed as construction or engineering advice or direction. Such support will be limited to proper membrane installation, tensioning and conversation regarding functionality of the membrane or shade panel. Opinion given regarding pole or component installation is expressly disclaimed and manufacturer is not responsible for the validity of, or issues caused by, those opinions expressed by the representative on topics outside the membrane or shade panel. Manufacturer will produce limited representative designs of the intended shade membranes, area and intended structures.

A third party professional performs all engineering regarding this Agreement. Engineering includes the stamp required for permitting or approvals for construction and installation. Manufacturer assumes no liability regarding the correctness of calculations, design, and engineering performed by the third party. Manufacturer further excludes any liability regarding negligence on the part of the engineer or their work product. When the shipment of the goods is included in the price, it is still FOB Manufactures place of business. Any claims of damage or loss must be made to the carrier, if a 3rd party shipper is involved. If the Manufacturer personally ships the goods to Buyer, and does not involve a 3rd party shipper, damage or loss is limited to the monetary portion of the contract allotted to shipping.

EXPRESS EXCLUSIONS
Installation
Installation of any kind is expressly excluded. Tenshon is not responsible for the actions of any contractor or installer regarding footings, metal or wood poles and components, material and product handling, hanging/installing the shade membrane and any site preparation or clean-up. Buyer further waives and indemnifies Tenshon against any claims of negligence and/ or construction defect related to handling and installation. This Agreement excludes engineering upgrades or changes that may be required or requested by the Buyer, governing municipality, or any other party, following the stamping of the engineering. Manufacturer is not responsible for obtaining permits or approvals from any, municipality, HOA, or any governing organization, that has jurisdiction over the site contemplated in this Agreement. The failure of Buyer or Buyers representative to obtain required permits or approvals does not void the agreement or Buyers obligation to pay in full.

Engineering Upgrades Permits & Approvals

_____________ Buyers Initials

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ADDITIONAL TERMS - APPENDIX C

1. a. Tenshon, an Arizona Limited Liability Company ("Manufacturer"), warrants the work described in the attached Manufacturing Agreement ("Work") to the original Buyer described in this Agreement ("Buyer") against faulty workmanship for labor performed by Manufacturer, and defective materials manufactured by manufacturer, as follows: (i) for shade fabric, stitching and thread, 1 year after completion of the Work, material only, and (ii) for posts, hardware and other materials other than shade fabric, stitching and thread, 1 year after completion of the Work, labor and materials. b. In order for warranty claims to at any point be considered valid or binding, they must: (i) be made in writing, submitted to Manufacturer via USPS registered mail, addressed to Manufacturers address listed on this Agreement, (ii) be specific and include detailed documentation as to the claim, conditions surrounding the claim and the cause. To satisfy this requirement, documentation is defined as, but not limited to, photographs, a written statement from the Buyer and physical samples of the defect, if applicable. Submitted claims must be submitted as soon as practicably possible, but not later that 15 business days following the first appearance of a claimed warranty defect in the materials. Claims submitted after this timeframe will be void and outside this warranty agreement. Such claims will thereafter become the full responsibility, monetary or otherwise, of the Buyer. c. A Warranty claim is effective only if Buyer has paid all sums due under, and as provided in, this Agreement. Manufacturer's liability under the warranty is limited to the specific monetary portion of the Agreement to which the defect can be attributed (i.e. shade fabric to shade fabric, steel to steel, hardware to hardware, etc.) and never in excess of the total amount of the Agreement price less taxes. Manufacturer's liability for warranty claims made regarding UV degradation are limited to the actual cost of the fabric to the Manufacturer and not the total shade fabric or shade sail cost incurred by the Buyer. d. Manufacturer's warranty does not cover: (i) Variations in the color of the shade fabric, normal wear and tear, fading of fabric or paint color, rusting on posts or hardware, and replacement or repair of materials supplied by Buyer. (ii) Damage to the Work arising in whole or in part by events or conditions beyond Manufacturer's control, including the effects of: Acts of God (including, but not limited to, hail, snow, lightning and winds in excess of rated capacity); expansion, contraction, settling or other shifting of soils in which posts are installed; vandalism, neglect, accidents, abuse or misuse, contact by heavy or sharp items with posts or shade fabric; barbeque smoke, abrasive substances or corrosive chemicals such as swimming pool chemicals, chemical fumes, lighter fluid and petroleum products. (iii) Failures or insufficiencies in preparation of metal or wood poles or components for powder coat, paint, or finish of any kind (iv) Defects or insufficiency in applied powder coat, paint or finish of any kind. (v) Minor variation in shade sail or panel sizing up to 3 % of Manufacturers intended side lengths. (v) Buyers error(s) or discrepancies in measurements they supply to Manufacturer. e. Warranty shall be void upon any subsequent repair, modification, alteration, addition to, or removal of, all or any portion of the Work by anyone other than Manufacturer. Manufacturer's warranty repairs: (i) may not match surrounding or existing color, shade, pattern or texture; and (ii) shall consist of spot repair, or full or partial replacement of materials, or other repair, in any event as determined by Manufacturer in its sole discretion. f. If a valid warranty claim is made and Manufacturer agrees to some form of mitigation, as detailed above, Buyer will be responsible for: (i) removal of the damaged portion (i.e. membrane, hardware, etc.), (ii) shipping of the damaged portion to Manufacturers facility, (iii) return shipping back to Buyer upon completion of the repair, and (iv) reinstallation of the product. Buyer will have 15 business days to respond, via USPS registered mail, to Manufacturers proposed mitigation. Failure to respond in this timeframe will void this warranty in its entirety and nullify all proposed solutions. At that time, any future repairs, alterations, or corrections shall become the full responsibility, monetary or otherwise, of Buyer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND BUYER HEREBY WAIVES AND RELEASES MANUFACTURER FROM ANY SUCH WARRANTIES. 2. Buyer shall obtain from all governmental authorities and agencies, and from Buyer's associations, if any (i.e. "HOA"), having jurisdiction over the job site, at Buyer's cost, expense and effort, all necessary permits and approvals for the Work. Failure by Buyer, or the party authorized by Buyer, to obtain the necessary permits or approvals for construction, installation or use, shall not void Buyers obligation to pay Manufacturer in full, upon Manufacturers completion. Buyer has purchased a good(s) from Manufacturer and payment is due in full, upon Manufacturers completion and ability to deliver. 3. With regard to underground utility lines and pipes, sprinkler and irrigation lines, and the like, Manufacturer shall not be responsible for: (a) damage caused to, or the cost to repair or relocate them; or (b) cost to relocate posts, add posts or otherwise reconfigure the shade structure because of them. Manufacturer shall not be responsible for increases in the contract price after encountering underground rocks, buried construction materials or debris, other hidden obstructions or hard soil. 4. Changes to the Work requested by Buyer shall not be effective unless: (a) set forth in writing and signed by Buyer and Manufacturer, specifying all additional charges, if any, that result from the change order; (b) Manufacturer has received payment of all additional charges, if any. Work completion time shall be increased without penalty for delays caused by events or conditions beyond Manufacturer's control, including: Acts of God; labor shortages or strikes; materials shortages; change orders requested; events described in Section 2 above; Buyer's failure to obtain or delay in obtaining building permits or HOA approvals; and Buyer's breach of this Agreement. 5. If full payment is not received at the specified time, then to compensate Manufacturer for its costs incurred incident to a late payment: (a) Buyer shall pay a late fee of $50 or 5% of the unpaid amount, whichever is greater; and (b) if full payment is not received within 5 days following the due date, then Buyer shall pay interest on all unpaid amounts (including any unpaid late fee) at the rate of 1.5% per month (18% APR) from the original due date until paid. In addition, Manufacturer shall have the right to stop its performance of the Work, or any warranty work, without notice to Buyer until payment in full of past due amounts, plus all applicable late fees and interest, is received in cash or cashier's check. If any payment by Buyer is not collectable by Manufacturer upon presentment because of insufficient funds, closed account or any other reason, then Buyer shall, in addition to the late payment fee, pay an administrative handling fee of $50.00, and Manufacturer may at its sole option require that Buyer's payment of all subsequent monies due under this Agreement be in cash or cashier's check. Any attempted payment made by Buyer with uncollectible funds shall be considered as if no payment has been made at all and may, at Manufacturer's option, subject Buyer to such liability and damages for the tender of an uncollectible check as are available to Manufacturer at law or in equity. 6. Buyer shall pay all costs incurred by Manufacturer, including attorneys' fees and court costs, for the interpretation or enforcement of this Agreement and the collection of amounts due under this Agreement whether or not suit is brought or, if brought, whether it is prosecuted to final judgment. If either party brings suit against the other arising from this Agreement, then the nonprevailing party shall pay the prevailing party's reasonable attorneys' fees, court or arbitration costs and other expenses of or in connection with the suit, including any appeal. Manufacturer is permitted to verify Buyer's credit before starting the Work. 7. If Buyer cancels this Agreement for any reason or for no reason (other than Manufacturer's breach), then Buyer promptly shall pay to Manufacturer a fee ("Cancellation Fee") equal to: (a) 25% of the total Agreement price if Buyer cancels before Manufacturer commences construction of the Work; or (b) Manufacturer's costs of every kind or nature whatsoever incurred through and including the cancellation date plus 10% of those costs if Buyer cancels after Manufacturer has commenced construction of the Work. When determining the Cancellation Fee, Manufacturer shall be deemed to have commenced construction of the Work when Manufacturer first becomes liable for or incurs expenses or opportunity costs, including: ordering materials; paying or becoming obligated to pay sales commissions; assigning or hiring laborers; or declining to schedule other installations because of scheduling the Work for the same day. Buyer agrees that the Cancellation Fee constitutes liquidated damages and not a penalty. Manufacturer may cancel this Agreement, for any reason or for no reason, at any time before commencing actual, physical performance of the Work and, upon returning the full amount of all monies theretofore paid by Buyer, shall be released from this Agreement. 8. Time is of the essence with respect to the performance of all provisions of this Agreement. This Agreement is for the benefit of and shall bind the parties and their heirs, personal representatives, successors and permitted assigns. Buyer may not assign or transfer this Agreement, the warranty or any other rights under this Agreement without Manufacturer's prior written consent in its sole discretion, and any purported or attempted assignment not consented to by Manufacturer shall be voidable by Manufacturer. This Agreement is for the sole benefit of Manufacturer and Buyer (including a permitted assignee), and no third party is intended to be a beneficiary of or have the right to enforce this Agreement. Including means including without limitation. This Agreement shall be governed by and construed and enforced under the laws of the State of Arizona, whose courts shall have jurisdiction over any legal proceedings or actions arising from this Agreement. Maricopa County, Arizona, shall be the exclusive place of venue for any such proceeding or action. If an action under this Agreement is brought in, or removed to, Federal Court, the Federal District of Arizona shall be the exclusive place of venue for any such proceeding or action. This Agreement constitutes the entire agreement of Manufacturer and Buyer pertaining to the subject matter of this Agreement, and supersedes any prior or contemporaneous oral or written agreements and understandings of the parties in connection with the project contemplated by this Agreement. Appendices, and addenda, as referenced herein only, are made a part of this Agreement.

_____________ Buyers Initials

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