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All information contained in this Proposal is confidential and intended for internal use only. Please do not distribute outside of your company. 2012 Microdesk, Inc. May 18, 2012 Multi-Platform (Factory Design Suite-Vault) Training Implementation Proposal Plan From Microdesk, Inc. to CMDS, Inc. This Proposal Plan is valid for 30 days from the date above.

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All information contained in this Proposal is confidential and intended for internal use only. Please do not distribute outside of your company. 2012 Microdesk, Inc.

May 18, 2012

Multi-Platform (Factory Design Suite-Vault) Training Implementation Proposal Plan

From Microdesk, Inc. to CMDS, Inc.

This Proposal Plan is valid for 30 days from the date above.

CMDS, Inc.

Page 2 of 12

© 2012 Microdesk, Inc.

Microdesk is excited about the opportunity of providing CMDS with The Factory Design Suite applications consulting services. Our commitment is to continue to maintain the focus that has served us so well over the years; to continue to evangelize the use of technology within the industry; and to evaluate and validate new technology and bring it to you, so that you may leverage it to drive your business forward, attack new challenges, create better designs and deliver more value to your clients. When you partner with Microdesk you'll have access to our industry and technology experienced consulting team with expertise that will enable you to squeeze every bit of value and efficiency out of your software. With our proven best practices approach we will show you how to accomplish more with less.

This approach will allow CMDS access to the best in class industry resources and technical talent in the industry. The Project Approach outlined below is specifically tailored to facilitate success for CMDS and their project.

CMDS, Inc.

Page 3 of 12

© 2012 Microdesk, Inc.

Task 1 – Project Training

Microdesk will provide technical product and project manager training on the following Factory Design Suite applications for CMDS. The intent of this training is to enable CMDS to conduct a Pilot Project, and to determine where the separate pieces of software will need to be optimized and configured for the Pilot Project to define the best possible workflow and integration among the different platforms. The class will consist of a maximum of eight (8) users. The following agenda describes the training deliverables.

Deliverables in the following Sequence:

1) Laser Scanning and FARO Overview Training (1 day)

2) Autodesk Inventor Essentials Training (4 days)

(Excludes training on Inventor Pro functions: FEA, SIM, Routed Systems; adding this to the training will require additional days)

3) Autodesk AutoCAD Architecture Training (2 days)

4) Autodesk Navisworks (2 days)

5) Autodesk Vault End User Training (1 day)

(Recommended once the Vault implementation has been completed)

The following training will be scheduled and delivered onsite or at one of our training facilities for a total of Ten (10) Days.

Resources:

Microdesk Solution Specialist (onsite)

Notes:

Autodesk Inventor Essentials training is four (4) days provided the attached Inventor outline is followed. Custom content may warrant extra time and effort. Autodesk Vault training is generally included in a Vault implementation. The Administrator training is done one on one with the designated Vault Administrator at the time of server and client configuration. This is usually over a period of a couple of days depending on the size of the implementation. End user training is done at the end of the configuration phase and is generally 1 day (specified above). This is an instructor-led class with topics covering general workflows of the Vault and CAD application-specific workflows for use with Vault.

DISCLAIMER: The primary focus of Vault Training is on implementation. Installation of software is much different than implementation. As such, when implementing Autodesk Vault, this is basically

CMDS, Inc.

Page 4 of 12

© 2012 Microdesk, Inc.

altering a business workflow. It is not recommended that the customer do a self-implementation of Vault. It has been our experience that clients who choose to implement Vault on their own do not have the understanding of the impact it will have on their processes, which subsequently could greatly inhibit them from success. Autodesk Vault is more than just the installation of software, as the implementation includes elements such as storage locations (server and file storage), ongoing server maintenance, consistent client workspace mappings, shared resource mappings, capturing of file and system properties, as well as questions of how to handle non-CAD data, etc. Due to these factors, Microdesk strongly advises against self-implementation. We believe that the initial investment to have it configured by a Microdesk Vault Specialist will result in a smooth-running system that will yield a quick Return on Investment.

Task 1A – Training Deliverables

Assumptions:

Microdesk will supply the training computers, courseware and data sets required for the training. Training will be provided at our Los Angeles, CA, training facility. As requested, the sessions will be recorded in GoToMeeting format and will be provided at the end of the training in video playable format. Training Schedule options are as follows: Option 1: Classes split into multiple days (9am - 4pm)

Ex: AutoCAD Architecture training for a total of 2 days to be completed over two separate Mondays

Option 2: Classes completed in a straight sequence (9am - 4pm)

Ex: Autodesk Navisworks training for a total of 2 days completed on a Monday and a Tuesday, back to back

Option 3: Classes done in a mix-based environment split into multiple days (9am – 4pm) Ex: Autodesk Inventor training for a total of 4 days, completed in multiple days where attendees are physically in the training lab and the instructor is connected remotely via web and participating through a conference call line and demonstrating the content on a live projector on a physical screen in the training lab As an alternative, the above approach can be further mixed into live vs. remote instructor sessions, by doing half the sessions back to back with a live trainer and the remaining sessions split over time remotely.

NOTE: For the Autodesk Inventor and Vault training, only the last option above can apply unless the training is completed in a continuous sequence (Ex: three days in a row).

CMDS, Inc.

Page 5 of 12

© 2012 Microdesk, Inc.

Task 2 – Autodesk Vault Implementation (Server and Client)

A Microdesk Vault Solution Specialist will work with you and explain the best practices for implementing Autodesk Vault, and the recommended methods for deploying the data management server, choosing the most robust and easiest to maintain method. Below are common tasks included in the implementation:

Installing Vault

Installing FlexNet for Vault

Configuring a License Server

Install Vault Server

Configure Microsoft SQL

Create Shared Network folders

Installing the Vault Client

Configuring Vault Options

Configure Vault Work Group

Deliverables:

Duration based on Discovery assessment. Upon scheduling this assessment we will be able to provide a deliverable and exact timeframe.

Resources:

Microdesk Vault Solution Specialist (onsite) Not all of the days will be onsite and will be worked on offsite

Assumptions:

1-2 days Initial Discovery Visit to assess current state of the firm for Vault Implementation

4 days of Vault Basic Server Implementation

Task 3 – Autodesk Vault Support

This will support CMDS in maintaining its system for any future maintenance and optimization of Autodesk Vault.

Nearly all of Microdesk clients who have self-implemented Autodesk Vault have at one time or another put undue strain on our tech support staff in trying to troubleshoot an issue that would have been prevented had we performed the implementation. Should CMDS choose to proceed with self-implementation (Option 1, pg. 6 and Option 2, pg. 7), Microdesk offers the option to include Autodesk Vault Support.

Resources:

Access to a Microdesk Autodesk Vault Solution Specialist via phone or email

CMDS, Inc.

Page 6 of 12

© 2012 Microdesk, Inc.

OPTION 1: Vault Self-Implementation with Vault Support included

The exact dates for this engagement will be confirmed once the Task Order is signed.

Microdesk will work with CMDS to schedule the services described in the tasks above to ensure a mutually agreed upon delivery schedule. The fixed fee for the services set forth in this proposal is discounted 10% for pre-payment for a total of $19,350.00 USD. The Fee includes all travel and living expenses incurred. Microdesk is also providing the use of our Los Angeles Training lab for the initial Laser Scanning portion of the training at no cost (1 day).

Task & Description

Quantity

Location

Unit Price

Unit Total

Task 1 – Laser Scanning Training Lab Use (Outside Provider)

2 days Microdesk – Los Angeles $250/day $250

1st

day, N/C

Task 1 – Autodesk FDS training 8 days Microdesk – Los Angeles $1,500 $12,000

Task 1 – Kubit Training Remote Training (Outside Provider)

1 day Remote – GoToMeeting

and Microdesk Conference Lines

Included Included

Task 1 – Autodesk Vault End User Training

1 day Microdesk – Los Angeles $1,500 $1,500

Microdesk Training Lab & Projector

Up to (6) laptops

Microdesk – Los Angeles Included Included

Official Autodesk Training Courseware (where applicable and available)

Up to (6) Microdesk – Los Angeles Included Included

Task 2 – Autodesk Vault Support

N/A N/A $8,000 $8,000

Professional Services Sub Total $21,750

10% Discount for Pre-payment $2,175

Professional Services Total $19,575

CMDS, Inc.

Page 7 of 12

© 2012 Microdesk, Inc.

OPTION 2: Vault Self-Implementation with No Vault Support

The exact dates for this engagement will be confirmed once the Task Order is signed.

Microdesk will work with CMDS to schedule the services described in the tasks above to ensure a mutually agreed upon delivery schedule. The fixed fee for the services set forth in this proposal is discounted 10% for pre-payment for a total of $12,150.00 USD. The Fee includes all travel and living expenses incurred. Microdesk is also providing the use of our Los Angeles Training lab for the initial Laser Scanning portion of the training at no cost (1 day).

DISCLAIMER: Please refer to Disclaimer on pages 3 and 4

Task & Description

Quantity

Location

Unit Price

Unit Total

Task 1 – Laser Scanning Training Lab Use (Outside Provider)

2 days Microdesk – Los Angeles $250/day $250

1st

day, N/C

Task 1 – Autodesk FDS training 8 days Microdesk – Los Angeles $1,500 $12,000

Task 1 – Kubit Training Remote Training (Outside Provider)

1 day Remote – GoToMeeting

and Microdesk Conference Lines

Included Included

Task 1 – Autodesk Vault End User Training

1 day Microdesk – Los Angeles $1,500 $1,500

Microdesk Training Lab & Projector

Up to (6) laptops

Microdesk – Los Angeles Included Included

Official Autodesk Training Courseware (where applicable and available)

Up to (6) Microdesk – Los Angeles Included Included

Professional Services Sub Total $13,750

10% Discount for Pre-payment $1,375

Professional Services Total $12,375

CMDS, Inc.

Page 8 of 12

© 2012 Microdesk, Inc.

OPTION 3: Microdesk Vault Implementation and Support Included

The exact dates for this engagement will be confirmed once the Task Order is signed.

Microdesk will work with CMDS to schedule the services described in the tasks above to ensure a mutually agreed upon delivery schedule. The fixed fee for the services set forth in this proposal is

Task & Description

Quantity

Location

Unit Price

Unit Total

Task 1 – Laser Scanning Training Lab Use (Outside Provider)

2 days Microdesk – Los Angeles $250/day $250

1st

day, N/C

Task 1 – Autodesk FDS training 8 days Microdesk – Los Angeles $1,500 $12,000

Task 1 – Kubit Training Remote Training (Outside Provider)

1 day Remote – GoToMeeting

and Microdesk Conference Lines

Included Included

Task 1 – Autodesk Vault End User Training

1 day Microdesk – Los Angeles $1,500 $1,500

Task 2 – Vault Discovery Assessment

1 day Microdesk – Los Angeles $1,500 $1,500

Task 2– Vault Implementation (Server and Client)

4 days Microdesk – Los Angeles $1,500 $6,000

Microdesk Training Lab & Projector

Up to (6) laptops

Microdesk – Los Angeles Included Included

Official Autodesk Training Courseware (where applicable and available)

Up to (6) Microdesk – Los Angeles Included Included

Task 2 – Autodesk Vault Support

N/A N/A Included Included

Professional Services Sub Total $21,250

10% Discount for Pre-payment $2,125

Professional Services Total $19,125

CMDS, Inc.

Page 9 of 12

© 2012 Microdesk, Inc.

discounted 10% for pre-payment for a total of $18,900.00 USD. The Fee includes all travel and living expenses incurred. Microdesk is also providing the use of our Los Angeles Training lab for the initial Laser Scanning portion of the training at no cost (1 day).

Payment Schedule

Microdesk will submit an invoice to CMDS after acceptance of this Task Order for payment.

Pricing for Change Orders

Should CMDS desire to modify the Scope of Work after the project contract has been signed and the work authorized; written change orders will be developed and executed by both parties. CMDS must authorize the change order via a written notification prior to the Microdesk team initiating any work. Pricing and payment terms will be detailed for each Change Request in the Change Request documentation.

CMDS, Inc.

Page 10 of 12

© 2012 Microdesk, Inc.

Each of the parties has caused this Task Order to be executed and does hereby warrant and represent that its respective signatory whose signature appears below has been and is on the date set forth above duly authorized by all necessary and appropriate corporate action to execute and make binding this Task Order.

MICRODESK, INC. CMDS, INC.

Signature Signature

Printed Name Printed Name

Title Title

Date Date

CONTRACT RETURN INSTRUCTIONS:

Please sign the Proposal and fax or email the entire document to the contact below:

Microdesk, Inc.

1 Technology Drive

Building I, Suite 830

Irvine, CA 92618

Attn: Renee Kim

e: [email protected]

Fax: 949.748.6898

One fully executed copy will be returned to you for your records.

CMDS, Inc.

4401 Nestle Ave.

Cypress, CA 90630

Attn: Vernon Jensen

e: [email protected]

CMDS, Inc.

Page 11 of 12

© 2012 Microdesk, Inc.

CONDITIONS to PROPOSAL

Services: Microdesk will provide qualified personnel to provide the services described herein on a mutually agreed upon schedule.

Payment: Microdesk will invoice fees, actual expenses and taxes, if any, monthly and at project completion. Payment is due net 30 days from date of invoice. Amounts invoiced but not paid by Customer within thirty (30) days of the due date shall bear compound interest at the rate of 1.5% per month, 18% per annum (or the legal maximum), from the date payment was due until the date payment is made, without prejudice to any other rights, remedies or recourses which Microdesk may have under this agreement, at law or in equity.

No Acceptance: Customer acknowledges and agrees that there are no deliverables and acceptance, formal or otherwise, is not a prerequisite to payment hereunder. In any event, acceptance will be deemed received upon completion of the services and Customer agrees to provide written or electronic (emailed) acknowledgment of receipt of services. Payment by Customer to Microdesk shall not be withheld based on any acceptance conditions.

Facilities: Customer shall provide workspace and related facilities, as necessary, and access to all necessary Customer personnel and information required for Microdesk to perform work under this Consulting Services Order. Customer acknowledges that such access and facilities is essential to the provision of the work hereunder.

Confidentiality: Through their relationship, the parties may have access to certain proprietary information and materials of the other, including business plans, customers, technology, and products that are confidential and of substantial value which value would be impaired if such information were disclosed to a third party (“Confidential Information”). The parties agree that neither shall disclose any such Confidential Information of the other party to any third party and shall take every reasonable precaution to protect the Confidential Information.

Limitation of Liability: The maximum cumulative and aggregate liability of Microdesk for all claims arising under or related in any way to the

services is limited to Customer's direct damages and shall not exceed the total fees paid by the Customer to Microdesk under this Consulting Services Order. Further, in no event shall either party be liable for special, indirect, incidental, consequential, punitive, or exemplary damages or for loss of profits, revenues, contracts, customers, loss of data, business interruption, or failure to realize expected cost savings even if advised of the possibility of same or same were reasonably foreseeable. Customer acknowledges that the fees fairly reflect this allocation of risk.

Limited Warranty: MICRODESK WARRANTS THAT THE MICRODESK PERSONNEL WILL BE COMPETENT AND QUALIFIED TO

PERFORM THE SERVICES ASSIGNED BY CUSTOMER AS AGREED AND SET FORTH IN THIS CONSULTING SERVICES ORDER. IN THE EVENT OF A BREACH OF THIS WARRANTY, CUSTOMER‟S EXCLUSIVE REMEDY AND MICRODESK‟S SOLE LIABILITY SHALL BE LIMITED TO MICRODESK‟S OBLIGATION TO USE ITS REASONABLE EFFORTS TO REPLACE THE RELEVANT PERSONNEL. THIS IS A SERVICE AGREEMENT. ANY WORK PRODUCT OF ANY KIND, IN ANY FORM OR FORMAT, THAT MAY BE PROVIDED IN CONNECTION WITH THE SERVICES IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Ownership: Microdesk shall own all systems, software, documentation, tools, utilities, methodologies, specifications, techniques, know how, and other materials, owned or in the possession of Microdesk prior to the effective date of this Consulting Services Order or developed by Microdesk hereunder and/or used in connection with the services, together with all intellectual property rights therein, whether or not they are specifically adapted by Microdesk for use in the services.

Independent Contractors: The relationship of the parties is that of independent contractors. Under no circumstances shall any employee of one party

be deemed to be an employee of the other for any purpose. Neither party shall have the right to assume or create any obligation or responsibility on behalf of the other.

Termination: Either party may terminate this agreement prior to its expiration date, by providing five (5) days written notice to the other party. In the event of termination of this Consulting Services Order for any reason, Customer shall pay for all completed work and work in process, based on the rates stated herein.

Entire Agreement: This Consulting Services Order contains the entire agreement between the parties. No other terms or conditions shall have any effect unless contained in a writing signed by authorized representatives of both parties. If Customer issues a purchase order (PO) in connection with the services described in this Consulting Services Order, Customer shall insert the PO number in the space provided at the top of this Consulting Services Order and attach the PO, with the understanding that any terms and conditions set forth in such PO shall have no force or effect. If there is no PO, Customer agrees to sign Microdesk‟s PO exception document.

Governing Law: This Consulting Services Order shall be governed by and construed under the laws of the state in which Microdesk services are being contracted, without reference to choice of law principles. In the event of any litigation between the parties, such litigation shall be commenced and maintained exclusively in the United States District Court for the residing District of the Microdesk office in which services were contracted. The parties expressly submit themselves to the exclusive jurisdiction of such courts.

Changes: Should Customer desire to modify or extend the work performed under this Consulting Services Order after it has been signed, the parties will develop and sign written change orders. Prior to Customer„s issuance of change orders, Microdesk will provide a detailed description of work to be completed, fee and expense estimates, and duration. Customer will authorize the change order via a written notification prior to Microdesk initiating any work. Pricing and payment terms will be set forth in each change order.

CMDS, Inc.

Page 12 of 12

© 2012 Microdesk, Inc.

FDS Standards Implementation

As an organization moves beyond the initial pilot projects to an enterprise implementation of the Factory Design Suite, it is imperative to the organization to apply guidelines to the adoption and use. Microdesk can work with your design technology leads to develop and apply to practice a set of templates, procedures and supporting files to ensure consistency and maximize production. Having experience in the industry from each stage of a buildings life cycle we can ensure the standard is scalable to grow and support the use of the model beyond visualization and construction documents.

Onsite Project Assistance

During the life of the project, it may be necessary to add additional team members to the production staff. As an extra offering, Microdesk can extend the capabilities of its Technical team to assist in production.

Revit/AutoCAD Content Development

To assist the design team with production, a library of content will need to be developed, similar to AutoCAD symbol libraries. The requirement of the design team to create their content will result in time away from production.

To expedite the creation of a content library and allow teammates to focus on design, content can be created either onsite or offsite. To provide further support, Microdesk can facilitate the creation of content after hours.

Project Review

At any milestone in the project, a Microdesk technical specialist will review a project. The review will include uses of Factory Design Suite application features, best practices and standards adherence. A project review acts as a check on the progress of the team capabilities and quality of the project deliverable.

Continuing Education

With the implementation of a suite of applications comes the adoption of new work processes. As each project team completes the essentials and advanced training Microdesk can provide continuing education sessions highlighting the industries latest design solutions. For example, how to manage digital project information efficiently, develop best practices for integrated project delivery, analyze building performance before breaking ground, and incorporate sustainable design innovations into the project.