ADMINISTRATIVE AGREEMENT

This Agreement dated the27th day of March 2013, is made between Able Industries of the Pacific and the United States Department of the Air Force. As used herein,

Able Industries means Able Industries of the Pacific and all its operating sectors,
groups , divisions, units and wholly-owned subsidiaries, including those acquired or established during the term of this Agreement. As used herein, Air Force means the Deputy General Counsel (Contractor Responsibility.)

ARTICLES
1. PERIOD. The period of this Administrative Agreement shall be three (3) years from the date of execution of this Agreement by the Air Force. After eighteen (18) months, the parties will evaluate the continuing need for this agreement.
2. EMPLOYEES. The word employee(s) in this Agreement includes company officers, permanent, temporary, and contract employees, full-time and part-time employees, consultants, and members of the Board of Directors. 3. SELF-GOVERNANCE PROGRAMS. Able Industries has implemented and agrees to maintain a self-governance program that includes compliance programs for certain affected employees and a Business Ethics Program that covers all employees including line employees. The Business Ethics Program shall be maintained so as to ensure that Able Industries and each of its employees maintains the business honesty and integrity required of a Government contractor and that Able Industries operates in strict compliance with all applicable laws, regulations, and the terms of any contract. Able Industries represents that the Business Ethics Program includes the following components:
a. CENTRAL, HIGH-LEVEL PROGRAM MANAGEMENT. Able Industries has designated Arminda Tuazon to be the Able Industries Ethics Officer. The Ethics Officer is responsible for managing all aspects of the Able Industries Business Ethics Program.

b. CODE OF BUSINESS ETHICS. A written Code of Business Ethics (titled "Code of Business Conduct and Ethics") was adopted on 03/31/1 0 by the Able Industries Board of Directors. Able Industries certifies that the Code of Business Ethics has been circulated to each employee of Able Industries. Each employee shall acknowledge in writing at least once in each calendar year receipt of the Code of Business Ethics and further acknowledge that the employee has read the Code of Business Ethics. As part of the reports required by Section 8, Able Industries shall include a justification explaining why an employee has not made the written acknowledgement required by this section. At least once in each calendar year, each then-current employee shall repeat the procedure of reading the Code and make the required acknowledgment. Within two weeks of starting employment with Able Industries, new employees shall read the Code and make the required

acknowledgement. Within such two week period the new employee's immediate supervisor or other management person shall discuss the content and requirements of the Code with the new employee. c. INFORMATION AND EDUCATION PROGRAM. Able Industries will institute and shall maintain an information and education program designed to assure that all employees are aware of all applicable laws, regulations, and standards of ethical business conduct that employees are expected to follow and the consequences both to the employee and to the company that will ensue from any violation of such measures. Each calendar year, the training shall consist of at least one hour of live training in the Able Industries Business Ethics Program. d. LANGUAGES. All written materials and training related to the Business Ethics Program will be provided in any language necessary to assure that each employee understands all elements of any written or oral presentation. e. REPORTING AND INFORMATION RESOURCES. Able Industries will install a toll-free, dedicated telephone number for confidential calls reporting suspected misconduct or for asking questions related to business ethics or business conduct. In addition, Able Industries will post in prominent places accessible to each of its employees, a notice giving the toll-free number, inviting confidential calls, and stating the company's commitment to comply with all applicable laws and regulations in the conduct of its business. Able Industries also has posted in common work areas a "Hotline" poster prepared by the Inspector General of the Department of Defense providing phone numbers to report fraud , waste, and abuse, and/or security violations. 5. PERFORMANCE STANDARDS. Promotion of and adherence to the Able Industries Business Ethics Program shall be an element of each manager's and supervisor's written performance standards and each manager and supervisor shall be appraised annually on his or her adherence to and promotion of Able Industries' Business Ethics Program. 6. MANAGERS' AND SUPERVISORS' CERTIFICATES. Able Industries will implement and maintain an annual requirement that each manager and supervisor at every level in the company represent that he or she personally has (a) discussed with each employee under his or her supervision the content and application of the company's Business Ethics Program; (b) informed each such employee that strict adherence to the law, the Code of Business Conduct, and the principles of the Program is a condition of employment; and (c) informed each such employee that Able Industries will take disciplinary action, including discharge, for any violation oflaw, the Code of Business Conduct, the principles of the Program, or basic tenets of business honesty and integrity. 7. BOARD RESPONSIBLE. The Board of Directors of Able Industries shall be responsible for the company's Business Ethics Program, for maintaining and

updating the Code of Business Ethics. Ken Leon-Guerrero and appropriate members of management shall report to the Board in person and in writing not less than semi annually concerning Able Industries' Ethics Program. The Board shall take whatever actions are appropriate and necessary to ensure that Able Industries conducts its activities in compliance with the requirements of the law and sound business ethics. If any member of the Board leaves the Board, Able Industries shall notify the Air Force of the change and shall provide the name of each new member to the Air Force upon election or appointment in the next report required by Section 8 after the change. 8. REPORTS. Semi-annually, the president of Able Industries shall submit a written report to the Air Force describing the measures taken by Able Industries during that period to implement the Business Ethics Program and to ensure compliance with this Agreement. The reports shall be submitted in time to be received at the Air Force on or before January 1 and June 1 of the year starting January 1,2014. The final report is to be received not later than one month prior to the final day of this Agreement. The reporting dates are deadlines for receipt of the reports at Air Force Headquarters. Able Industries' failure to meet these requirements on or before the dates agreed to shall constitute a breach of this Agreement. The reports shall include: a) A list of any payment delinquencies greater than 90 days. b) The Board 's certification that Able Industries has met all of its local, state, and federal tax obligations for the preceding quarter. c) Any changes in management including Board directors, executive positions, and managers. d) Certification that the Company has paid all wages and benefits over the reporting period in accordance with applicable law and other legally binding obligations. In addition, Able Industries will provide the Air Force with an initial report not later than thirty (30) days from the date of this Agreement detailing the information above and: a) All current United States Government contracts. b) The number of employees Able Industries currently employs. c) The number of disabled employees Able Industries currently employs. 9. MEETING. Between three and five months after the effective date of this Agreement, the President of Able Industries shall meet via teleconference with the Air Force Deputy General Counsel for Contractor Responsibility or a designee to discuss the status of implementation of this Agreement and of the Business Ethics Program. 10. NO SUSPENSION OR DEBARMENT. Provided that the terms and conditions of this Agreement are faithfully fulfilled, the Air Force will not suspend

or debar Able Industries based on the facts and circumstances set forth in the Memorandum in Support of the Proposed Debarment of Able Industries. The Air Force's decision not to suspend or debar Able Industries upon the facts at issue here shall not restrict the Air Force or any other agency of the Government from instituting administrative actions, including, without limitation, suspension or debarment should other information indicating the propriety of such action come to the attention of the Air Force or such other agency, or additional information concerning the facts at issue here is discovered by the Government, which facts were not disclosed by Able Industries or by the exercise of reasonable diligence could not have been discovered by the Government as of the date of this Agreement. 11. PRESENT RESPONSIBILITY. Able Industries' compliance with the terms and conditions of this Agreement shall constitute an element of Able Industries' present responsibility for Government contracting. Able Industries' failure to meet any of its obligations pursuant to the terms and conditions of this Agreement constitutes a separate cause for suspension and/or debarment. By entering into this Agreement, the Air Force is not determining that Able Industries is presently responsible for any specific Government contract (a decision vested with the contracting officer under Federal Acquisition Regulation Subpart 9.1). 12. WAIVER. Able Industries hereby waives all claims, demands, or requests for monies of any kind or of whatever nature that Able Industries may have or may develop in the future arising from, related to, or in connection with, any in vestigation, or as a result of administrative or judicial proceedings, or request for any other relief in law or in equity , or in any other forum be it judicial or administrative in nature arising out of or relating to the facts that gave rise to the proposed debarment. 13. RELEASE. Able Industries hereby releases the United States, its instrumentalities, agents, and employees in their official and personal capacities, of any and all liability or claims arising out of or related to the investigation, criminal prosecution, or civil settlement at issue here, or the suspension, proposed debarment, or debarment of Able Industries or the discussions leading to this Agreement. 14. PARAGRAPH HEADINGS. The paragraph headings in this Agreement are inserted for convenient reference only and shall not affect the meaning or interpretation of this Agreement. 15. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which taken together, shall constitute one and the same agreement. 16. AIR FORCE RELIANCE. Able Industries represents that all written materials and other information supplied to the Air Force by its authorized representative during the course of discussions with the Air Force preceding this Agreement are true and accurate, to the best information and belief of the Able Industries signa

tories to this Agreement. Able Industries also represents that it has provided to the Air Force all information in its possession relating to the facts at issue. Able Industries understands that this Agreement is executed on behalf of the Air Force in reliance upon the truth, accuracy, and completeness of all such representations. 17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether oral or written, relating to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. 18. RESTRICTION ON USE. Able Industries shall not use any term of this Agreement or the fact of the existence of this Agreement for any purpose related to the defense of, or in mitigation of any criminal, civil, or administrative investigation or action by any element of the Federal Government.

19. AUTHORIZED REPRESENTATIVE. Ken Leon-Guerrero, as President of Able Industries, is fully authorized to execute this Agreement and represents that she has authority to bind Able Industries.
20. SEVERABILITY. In the event that anyone or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect other provisions of this Agreement. 21. NOTICES. Any notices, reports, or information required hereunder shall be in writing and delivered or mailed by registered or certified mail, postage prepaid as follows: If to Able Industries, to: Ken Leon-Guerrero
CEO
Able Industries of the Pacific
Jay Ease Building
R.K. Plaza Suite 204 S. Marine Drive Tamuning, GU 96913

If to the Air Force, to:

Deputy General Counsel for Contractor Responsibility (SAF/GCR) Department of the Air Force 1235 S Clark St

Suite 300 Arlington, VA 22202

or such other address as either party shall have designated by notice in writing to the
other party.

24. PUBLIC DOCUMENT. This Agreement, including all attachments and reports submitted pursuant to this Agreement, is a public document and may be distributed by the Air Force throughout the Government as appropriate. Any attachments or reports voluntarily provided by Able Industries (e.g., attachments to or reports submitted pursuant to this Agreement) are not public documents. They may be submitted throughout the Government as appropriate, but may be subject to restrictions upon its release outside of the Government.
25. MODIFICATION. This Agreement may be amended or modified only by a written document signed by both parties. DEPARTMENT OF THE AIR FORCE

BY: - - - - APPROVED AS TO FORM:

-DATE- - - - - -

ABLE INDUSTRIES OF THE PACIFIC

Y:Ken Leon-Guerrero, CEO

DATE: 03/27/2013