Earn-out Agreement

Exhibit 10.2 EARN-OUT AGREEMENT

THIS EARN-OUT AGREEMENT (the " Agreement" ) is entered into this __ day of February 2009, between Mach One Corporation, a Nevada corporation (the " Buyer" ) and Thomsen Group, LLC, a Wisconsin limited liability company (the " Seller" ).

RECITALS

A. Pursuant to an Agreement For Purchase And Sale Of Business dated February __, 2009 (the " Purchase Agreement" ), among the Buyer and the Seller, it is a condition to closing under the Purchase Agreement (" Closing" ) that the Buyer and the Seller execute and deliver this Agreement to each other.

B. Pursuant to the Purchase Agreement, the Buyer will acquire all of the business owned by the Seller being conducted under the name Modular Process Contractors, LLC (" MPC" ).

C. The parties intend to provide for the payment of additional Purchase Price (as that term is defined in the Purchase Agreement) to the Seller based on the financial performance of the Buyer and MPC following the Closing (" Earn-Out" ).

AGREEMENT

1. Calculation of Earn-Out. The Seller' s Earn-Out shall be based on the combined net profit percentage of the Buyer and MPC, determined as follows:

During March, 2012, the Buyer' s Chief Financial Officer (the " CFO" ) will determine the total combined net income of the Buyer and MPC for the years ending December 31, 2009, 2010, and 2011 (the " Total Net Income" ) using GAAP accounting standards. The total combined net income of MPC using GAAP standards, for the years ending December 31, 2009, 2010 and 2011 (the " MPC Net Income" ) will be divided by " Total Net Income" with that number being used as the multiplier of the total amount of the Buyer' s issued and outstanding common stock on December 31, 2011. The resulting number is the amount of earn-out shares of Buyer' s common stock to be issued to the Seller (the " Earn-Out Shares" ). In no event shall the Earn-Out Shares exceed 35% of the issued and outstanding common stock of the Buyer on December 31, 2011. (Example: Total " MPC Net Income" = $2,500,000 " Total Net Income" = $10,000,000. Then $2,500,000 / $10,000,000 = 25%. If the total issued and outstanding common stock of Buyer on December 31, 2011 is 150,000,000 shares, the Seller would receive 25% thereof or 37,500,000 shares).

2. Payment of Earn-Out Shares. On or before April 15, 2012, the CFO shall deliver to the Seller a written calculation of the Earn-Out Shares earned (if any), together with a stock certificate(s) representing the amount of ...