This Services Agreement (this "Agreement"), dated as of April 15, 2020 (the "Effective Date"), is entered into by and between BLAW LLC, a Texas limited liability company, with offices located at 1234 Mesa Street El Paso, TX 79902 ("Customer"), and ProfCo Inc., a New Mexico corporation, with offices located at 4321 University Ave. Las Cruces, NM 88001 ("Service Provider").

1. Services.

OPTION 1

Service Provider shall provide to Customer the services (the "Services") set out in Exhibit A. Service Provider shall provide the Services

(a) in accordance with the terms and subject to the conditions set forth in this Agreement;

(b) using personnel of required skill, experience, licenses, and qualifications;

(c) in a timely, workmanlike, and professional manner;

(d) in accordance with the highest professional standards in Service Provider's field; and

(e) to the satisfaction of Customer.

Service Provider shall comply with all Customer rules, regulations, and policies when providing the Services. Nothing in this Agreement shall be construed to prevent Customer from itself performing or from receiving services from other providers that are similar or identical to the Services. Service Provider shall not subcontract the Services.

OR

OPTION 2

Service Provider shall provide to Customer the services (the "Services") set out in Exhibit A. Service Provider shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement.

2. Fees and Expenses.

OPTION 1

For the Services to be performed hereunder, Customer shall pay to Service Provider a fixed fee of $5,000.00 per month (the "Fee") within thirty (30) days after the end of each month. Customer shall reimburse Service Provider for all reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services, within thirty (30) days of receipt by the Customer of an invoice from Service Provider accompanied by receipts and reasonable supporting documentation. Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder; provided, that, in no event shall Customer pay or be responsible for any taxes imposed on, or regarding, Service Provider's income, revenues, gross receipts, personnel, or real or personal property or other assets. Customer shall also reimburse Service Provider for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend the provision of any Services if Customer fails to pay any undisputed amounts when due hereunder and such failure continues for fifteen (15) days following written notice thereof.

OR

OPTION 2

For the Services to be performed hereunder, Customer shall pay to Service Provider (against Service Provider's invoice) a fixed fee of $5,000.00 per month (the "Fee") within thirty (30) days after the end of each month, provided that Service Provider has furnished a correct invoice and completed the Services to Customer's satisfaction (as set out in Section 1). The Fee is inclusive of the cost of all materials used for the provision of the Services. Customer shall reimburse Service Provider only for expenses that have been pre-approved in writing by Customer, within thirty (30) days of receipt by Customer of Service Provider's invoice, which shall be accompanied by receipts and supporting documentation acceptable to Customer.