SUBCONTRACT AGREEMENT

BETWEEN COOK INLET SALMON BRAND, INC.,

AND THE KENAI PENINSULA BOROUGH

1. This Agreement is between Cook Inlet Salmon Brand, Inc., an Alaska non-profit corporation, hereinafter referred to as "CISB", and the Kenai Peninsula Borough, an Alaska municipal corporation, hereafter referred to as the "Borough".

2. PURPOSE: CISB hereby contracts with the Borough to perform the following services for CISB: Provide administrative, financial, and project coordination services to assist in the administration of a grant from the Alaska Department of Economic and Community Development ("DCED"); grant No. 03-DC-184. The Borough does not assume any duty or responsibility for performance of actual substantive grant objectives.

3. TERM: The Borough will commence performance of the contract on the day this agreement is signed and will complete the work on or before the 30^th day of June 2007. At that time, the possibility of extending the contract may be discussed.

4. PAYMENT:

a. The Borough shall be entitled to request payments from DCED for reimbursement of payments made to vendors providing goods and/or services to CISB.

b. The Borough shall be entitled to receive payment directly from DCED and shall be entitled to request payments from DCED based upon a payment schedule to be mutually agreed to between the Borough and DCED.

c. It is expressly understood and agreed that the total amount paid to the Borough under this contract will not exceed $73,550.

5. QUALITY OF WORK: CISB, acting through its President, or his designee, reserves the right to reject as unsatisfactory any work products deemed unusable for the purposes intended because they fail to meet reasonable professional standards or do not conform to the specifications provided in paragraph 2.

6. AMENDMENTS AND MODIFICATIONS: Changes in the "Purpose" of this subcontract shall require the written approval of both parties to this agreement.

7. ASSIGNMENT: The contractor may not subcontract or otherwise assign rights or responsibilities under the agreement without the express written approval of CISB.

8. TERMINATION: Either party to this contract may terminate this agreement at any time for any reason.

KENAI PENINSULA BOROUGH COOK INLET SALMON

BRAND, INC.

By: By:

Dale Bagley Mark Powell

Borough Mayor President

Date: Date:

APPROVED AS TO FORM AND ATTEST:

LEGAL SUFFICIENCY:

By: __________________________ By: ________________________

Colette Thompson Linda S. Murphy

Borough Attorney Borough Clerk

ACKNOWLEDGMENT

STATE OF ALASKA )

) ss.

THIRD JUDICIAL DISTRICT )

THIS IS TO CERTIFY that on this ____ day of ________________, 2002, before me, the undersigned, a Notary Public in and for the State of Alaska, personally appeared DALE BAGLEY known to me to be the Mayor of the KENAI PENINSULA BOROUGH, the organization named in the foregoing instrument and who acknowledged to me that he signed the same freely and voluntarily on behalf of said corporation for the purposes therein mentioned.

________________________________

NOTARY PUBLIC FOR ALASKA

My Commission Expires:____________

CORPORATE ACKNOWLEDGMENT

STATE OF ALASKA )

) ss.

THIRD JUDICIAL DISTRICT )

THIS IS TO CERTIFY that on this ____ day of _______________, 2002, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn, personally appeared MARK POWELL, known to me to be the President of COOK INLET SALMON BRAND, INC., and acknowledged that he signed the same freely and voluntarily on behalf of said corporation for the purposes therein mentioned.

NOTARY PUBLIC FOR ALASKA

My Commission Expires:____________