25E - AMEND AGREEMENT MACIAS GINI & O'CONNELL

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Certified Public Accountants. mgocpa.con December 1, 2011 PERSONAL AND CONFIDENTIAL Mr. Francisco Gutierrez City of Santa Ana 20 Civic Center Plaza M-25 Santa Ana, CA 92701 Engagement Letter & Agreement to Provide Professional Tax Services Dear Mr. Gutierrez: We appreciate the opportunity to provide tax services to Santa Ana Empowerment Corporation - ("the Company"). This engagement letter and attachment(s) (collectively, this "Agreement") are intended to confirm the general nature and scope of services that Macias Gini & O'Connell, LLP ("MGO" or "we") will provide to the company. Scope of Tax Services With respect to the following fiscal year-end corporate tax filings, our services will include the preparation of the following final tax returns for the Company: Santa Ana Empowerment Corporation, February 28, 2011 Federal Form 990EZ; Federal Return of Organization Exempt from Income Tax California Form 199 or other state forms as appropriate We will also assist in representing you regarding a late filing tax notice concerning the above matters (or other matters as specifically requested in writing by the Company) should any such matters be raised by the Internal Revenue Service (the "IRS") or other tax authorities (the "Tax Authority"); we believe they are likely to contact you regarding the late filing or certain related tax matters (a "tax matter"). Our work in connection with the representation of the Company does not include any procedures designed to disclose defalcations or other irregularities, should any exist. We may perform analysis, research or prepare correspondence, memoranda, protests, etc., as we find and advise appropriate to properly represent you during any tax matter. In connection with our representation of the Company we will not agree to tax matter adjustments or make any decisions for you without your express written authorization to do so. ?,., ,