EFTA00582915.pdf

Dear Mr. Martin: I am writing to provide you with notice of numerous breaches of your obligations under your consulting agreement with HBRK Associates, Inc. ("HBRK") and caution you against any action in further violation of your obligations. By letter dated May 3, 2012, you confirmed your agreement with HBRK Associates, Inc. ("HBRK") to provide consulting services primarily on site on Little St. James Island on days and hours agreed to by HBRK, and at such other locations, days and times as may be requested by HBRK from time to time (the "Consulting Agreement"). You agreed that the scope of your consulting services pursuant to the Consulting Agreement would include property management, overseeing staff and managers, construction and project management on Little St James Island, as well as any other areas that HBRK deemed necessary. The term of your engagement under the Consulting Agreement was to run from April 16, 2012 through and including July 29, 2012, unless you terminated the Consulting Agreement earlier on 30 days notice or HBRK terminated it earlier on 7 days notice. During the course of your engagement to provide consulting services pursuant to the Consulting Agreement, your performance was alarmingly deficient Among other things, your organization, acquisition of knowledge and assessment regarding matters on Little St. James Island was haphazard, incomplete and superficial, at best Information, reports and budgets you provided to HBRK and its client were generally incomplete, of insufficient detail, inaccurate and/or not properly evaluated and checked by you. It was your obligation to provide oversight of managers, staff and construction on Little St James. However, you did little more than parrot messages obtained from the very personnel who you were engaged to oversee without scrutinizing and evaluating the information you obtained from them. This created even more delays and more turmoil throughout the entire organization that you were supposed to help bring under control and have running efficiently. Moreover, you were supposed to have begun providing services on a full- time basis under the consulting agreement on April 16, 2012. However, in the initial week of your engagement, you violated the directives given to you by HBRK to actively assess matters on Little St James Island and get up to speed quickly so you can perform your services effectively. Instead, at the very start, you diverted your time from the engagement, attending to personal matters in Florida at the same time that were supposed to be on site assessing matters on Little St. James Island. As a final and flagrant violation of your obligations under the Consulting Agreement, on June 7, 2012, without any notice whatsoever, let alone the 30 days notice required under the Consulting Agreement, you walked off the job and abandoned your responsibilities entirely. In fact, you left HBRK and its client without any replacement for your services at a particularly critical time when services of the kind you were engaged to provide were most needed. EFTA00582915  As a result of your deficient performance and premature termination of your services without the 30 days notice required under the Consulting Agreement, you are in clear breach of the Consulting Agreement. Moreover, your breaches have resulted in substantial damages to HBRK and its client, including, without limitation, damages resulting from project delays, construction overpayments and overstaffing on Little St. James Island arising out of your deficient performance. Accordingly, this is to advise you that HBRK is presently evaluating possible courses of action it may take in response to your breaches, including but not limited to, legal action to recover the $15,416.68 paid to you under the Consulting Agreement and damages for the project delays, overpayments and overstaffing that occurred under your supervision. As the evaluation continues, we suggest that you remain mindful of your non-disclosure obligations and take extra care not to provide HBRK with any additional grounds for legal action against you. This letter is without prejudice to the rights and claims of HBRK Associates, Inc. against Craig Martin, all of which are hereby expressly reserved. Sincerely, EFTA00582916