Financial Services Agreement

This Financial Services Agreement (this "Agreement") is made effective as of April 30, 2012, by and between Amy's Bread Bakery, of 60 Arthur St., San Rafael, California 94901, and Shoele Financial Services, Inc, of 440 Montgomery St., San Francisco, California 94103. In this Agreement, the party who is contracting to receive the services shall be referred to as "Amy's Bread Bakery", and the party who will be providing the services shall be referred to as "Shoele Financial". 1. DESCRIPTION OF SERVICES. Beginning on April 30, 2012, Shoele Financial will provide the following services (collectively, the "Services"): As described in the attached Exhibit. At a minimum the Advisor is expected to provide the following: a. Shoele Financial Services, Inc will plan and arrange the financial affairs, such as savings, retirement provisions, tax treatment and wills of Service Recipient. b. Shoele Financial Services, Inc will understand the Service Recipient's financial situation well before advising the Service Recipient on making investments. c. Shoele Financial Services, Inc will use stock, bonds, mutual funds, real estate investment trusts options, futures, notes, and insurance products to meet the needs of the Service Recipient. 2. PAYMENT FOR SERVICES. Amy's Bread Bakery will pay compensation to Shoele Financial for the Services at a rate of $700.00 per week. 3. TERM/TERMINATION. This Agreement shall terminate automatically on July 01, 2012. This Agreement may be terminated by either party upon _________________ days prior written notice to the other party. 4. RELATIONSHIP OF PARTIES. It is understood by the parties that Shoele Financial is an independent contractor with respect to Amy's Bread Bakery, and not an employee of Amy's Bread Bakery. Amy's Bread Bakery will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Shoele Financial. 5. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively, the "Work Product") developed in whole or in part by Shoele Financial in connection with the Services shall be the exclusive property of Amy's Bread Bakery. Upon request, Shoele Financial shall sign all documents necessary to confirm or perfect the exclusive ownership of Amy's Bread Bakery to the Work Product. 6. CONFIDENTIALITY. Shoele Financial will not at any time or in any manner, either directly
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or indirectly, use for the personal benefit of Shoele Financial, or divulge, disclose, or communicate in any manner any information that is proprietary to Amy's Bread Bakery. Shoele Financial will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Shoele Financial will return to Amy's Bread Bakery all records, notes, documentation and other items that were used, created, or controlled by Shoele Financial during the term of this Agreement. 7. REPRESENTATIONS AND WARRANTIES. Shoele Financial Services, Inc represents and warrants to Amy's Bread Bakery that there is no employment contract or other contractual obligation to which Shoele Financial Services, Inc is subject, which prevents Shoele Financial Services, Inc from entering into this Agreement or from performing fully Shoele Financial Services, Inc's duties under this Agreement. Shoele Financial Services, Inc shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Amy's Bread Bakery's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Shoele Financial Services, Inc on similar projects. 8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written. 9. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 10. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.

PARTY CONTRACTING SERVICES: Amy's Bread Bakery

By: ____________________________________________________ Amy L. Mason Owner

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ADVISOR: Shoele Financial Services, Inc

By: ____________________________________________________ Rob Mackabee Member

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