Please read the following and check the box below if you agree.

The Applicant named above hereby applies for membership in Trade Network, Inc. (hereinafter called TN), and agrees, upon acceptance as a Member:

1. To adhere to all Rules of Membership of TN as defined in Paragraph 13 of this Agreement.

2. To pay a one-time, non-refundable Listing Fee of $0. Should Member elect to continue to receive the benefits of membership, member agrees to pay annual dues of $250.00 in trade dollars and $0 cash or the equivalent cash portion of this Agreement’s cash listing fee on or before the anniversary date of this agreement.

3. To offer goods and/or services on the same priority given cash customers and in accordance with trading rules and regulations at fair retail market value to other members which, in turn, shall entitle Applicant to acquire goods and/or services from other members, also at fair retail market value.

4. To pay, for services rendered by TN, an accounting service fee at the time of each Member transaction of 12% cash of the gross value of goods or services purchased through TN at point of purchase.

5. Any sale or assignment of this Agreement must be approved in writing by TN. Successors in interest and Assigns must comply with all normal TN requirements including this Agreement.

6. TN shall not, at any time nor for any reason, convert Applicant’s Trade Dollars to cash. Any recovery of value or services performed or products provided by Member to other members in the Program shall be in the form of product and services delivered by Applicant through TN Members.

7. Applicant may terminate TN Membership at any time by notifying TN in writing. If a

Member can no longer provide and/or refuses to provide products and/or service to TN members, then the outstanding balance is personally owed TN in cash per the terms of paragraph #10 by the person signing this Agreement.

8. TN may terminate this Agreement for cause upon violation of any Rules governing TN program.

9. A Member may elect to go on “standby” or “hold status” by notifying the TN office. TN will then suspend referring other members until Member’s status is converted to active by receipt of notice at TN’s office. If Member refuses trade business without such written notification, the Member’s account will be charged 100 dollars per each occurrence.

10. Upon termination for any reason and by any party to this Agreement, Applicant shall pay any outstanding balances owing TN in cash, within thirty (30) days of termination. At time of termination, any Trade Dollars remaining in Applicant/Member’s account shall first be spent out for any amounts owing TN or other Member or Applicant/Member, and then for available products and/or services to the benefit of Applicant/Member.

11. It is agreed that sellers of gift certificates or any other similar form which transfers TN credit into seller/issuer’s account are unconditionally and personally guaranteed by seller. No refunds are issued to buyers of such forms after purchasing from TN.

12. It is agreed that all rules, policies and procedures of the TN program, as set forth in official TN literature as now constituted and as may be amended in the future, including but not limited to the “Rules Governing Use of Trade Network, Inc. (TN)” as printed on the reverse side of this Agreement are hereby incorporated and made a part of this Agreement. Amendments to this contract are approved by TN Members if Members continue to receive TN benefits. Amendments will be announced in broadcast email and Tradeline publication.

13. Any and all costs, including reasonable attorney fees, incurred by TN as a result of any violation of this Agreement or any rule, policy or procedure of the TN program shall be borne by the Applicant. In the event this Agreement at any time, for any reason, is determined to be void or superceded, the provision of this paragraph shall survive.

14. Member owing TN any cash balance may earn trade dollars as a Seller but will not be allowed to spend trade dollars until this cash balance is paid in full.

15. Venue and jurisdiction for any action pertaining to this Agreement, TN rules, policies, procedures; or any other disagreement or claim between the parties shall be in the state courts of the State of Michigan, Ingham County, or in the U.S. District Court of Western Michigan. This Agreement shall be governed by the laws of Michigan.

16. This Contract/Agreement shall be binding upon the undersigned, and the undersigned’s heirs, executors, administrators, legal representatives, successors and permitted assigns.

17. It is agreed that TN may at its option allow Member to trade products and/or services to other members of TN as consideration for acquiring trade dollars and/or receiving a deficit trade balance (“line of credit”). TN has the right to refuse reductions or changes and to withdraw any credit line and receive cash in lieu of trade or services upon 15 days written notice. It is understood lines of credit will be based upon these services or products being available to TN members. If the products or services are not available to TN members, then the full amount due TN under this Agreement shall be immediately due and payable to TN in cash. If TN extends a line of credit to Member, TN shall have a lien on Member’s assets as security for compliance with this provision. The product or service, and the collateral, are described in Exhibit A.

18. The Applicant personally guarantees the full payment on demand of all sums due and owing under this agreement.

19. This agreement becomes effective when signed by an authorized signer of TN.

Rules governing use of Trade Network, Inc. (TN)

1. In a broker and record keeper function, TN will use its best efforts to accurately record trades, to administer these rules in accordance with their terms and to broker Member’s products and services. However, Member acknowledges that the sole principals in any trade are the buying and selling Members involved, that trades are entered into voluntarily, and that TN is not the agent of any Member nor are we the guarantor of any transaction or trade dollar. The responsibility for the conduct of a trade is exclusively that of the participating members, the Buyer and the Seller.

2. TN shall use its best efforts to solicit new businesses having products or services to satisfy the needs of all members. TN is not responsible if a Member cannot find specific products or services to buy from other members or other members interested in buying products or services from them.

3. Before any goods or services are delivered to any Member, the Seller of the goods or services must call the office and have the transaction credit approved and secure an Authorization Number. Transactions made without first securing an Authorization Number are made at Seller’s risk and may not subsequently be honored by TN. Authorization Numbers may also be obtained through 24 hour automated authorization system or on-line. To secure Authorization Numbers members may call the office Monday through Friday between the hours of 8:30 a.m. and 5:00 p.m. TN is not responsible for any transaction, regardless of amount, for which an Authorization Number was not given prior to delivery of any merchandise or service.

4. On-line TN statements are deemed accurate as printed unless Member notifies TN in writing of any discrepancy within thirty (30) days of statement date.

5. A Member’s account is not assignable or transferable without TN’s express prior written consent.

6. In cases of discrepancy between members concerning any transaction(s), TN shall consider all the facts provided by the members involved and render a decision in each matter. All such decisions made by TN shall be final and binding on all parties concerned.

7. The pricing base used by Members in the buying and selling of merchandise and/or services shall be the established “Fair Market Value” of the merchandise or services. TN retains the right to investigate alleged overpricing by any Member, to determine whether overpricing has occurred, and to make whatever adjustments it deems necessary to correct the matter. Should there be a dispute between Buyer and seller resulting in the non-remittance of transaction fees, TN reserves the right to freeze appropriate accounts until a solution is reached.

8. The Selling Member shall, in a timely fashion, furnish all agreed-to items (materials, base price, sales taxes, etc.), relating to any particular transaction with another Member. The Seller, in turn, shall receive Trade Dollars for the sale. Part-cash and part-trade transactions will not be allowed unless prior authorization is received from the TN office. Seller agrees to pay transaction fees on all sales generated through the Exchange System, including any cash or part cash sales.

9. Members may purchase only to the extent of Trade Dollars available in their account at the time of a transaction, unless otherwise authorized in writing by TN.

10. TN may make trade dollar unit loans to any Member on terms and conditions consistent with Member’s credit worthiness and ability to repay. Loans may be made at the sole discretion of TN with regard to principal, interest, terms and conditions, lending policy, and other particulars. A Member wishing to apply for a loan may be required to submit a loan application, financial statement, credit agreement, promissory note or collateral prior to approval. TN is under no obligation to extend credit at any time. The proper exercise of the lending power by TN results in benefits to the Member at large, and therefore, all interest, fees, charges and other proceeds for such loans are the sole and exclusive property of TN. Any Member with an existing trade account deficit is required to accept all required trade for goods and services normally traded by that Member. Upon refusal to trade, TN may issue a written request for the Member to resume trade within 30 days. If trading is not resumed, the trade deficit becomes immediately due and payable in cash.

11. Direct trades between members to avoid service fees are prohibited and, if consummated, are subject to a 12% cash service charge to both parties payable upon demand. Such direct trades may also result in suspension of Member’s privileges.

12. Member will be charged $30 cash fee for any returned check written to TN.

13. In the event that TN has issued a credit line to an account and the account remains in deficit position for 24 months with no activity, TN may, at its discretion:

A. Terminate the inactive Member’s account, and all negative balances will become due and payable in cash dollars immediately.

B. Elect to offer a credit line extension and keep the inactive Member’s account open upon condition that the Member reaffirms the negative balance.

14. Member grants TN a security interest in all trade dollars to be credited to Member’s account for the amount of all unpaid cash fees. If Member becomes insolvent or bankrupt, all cash fees shall be due and payable in full. Upon filing of Petition under Chapters 7, 11 or 13 of the Bankruptcy Code, or an Assignment for the Benefit of Creditors, no trade shall be allowed until all cash fees due us have been paid in full. If the Petition under Chapter 7 of the Bankruptcy Code is filed by or against Member, or if the plan filed pursuant to either Chapters 11 or 13 does not provide the full payment of all cash fees due us, TN shall have the option in lieu of filing as a creditor, of treating the trade dollar balance equal in value to the amount of cash fees owing, and terminating the account; provided however, that if TN does receive all of our cash fees in full, TN shall re-credit the trade dollars to Member’s account.

15. Member grants TN a security interest in Member’s trade account equal to twice the cash fees due TN. If Member is insolvent by virtue of either a petition being filed, voluntary or involuntarily within the United States Bankruptcy Code, Chapter 7, 11 or 13, or if Member assigns for the benefit of creditors the rights or an interest in Member’s assets, then Member agrees, accepts and understands that Member’s trade account shall be frozen, and shall remain frozen until all cash fees owed to TN are paid in full, If a plan in bankruptcy or said bankruptcy petition does not provide for reaffirmation or full payment of the debt due TN, then TN shall have the right, in addition to filing a proof of claim as a creditor, of deducting the cash fees due TN from such account; and in addition TN shall receive from Member a penalty equal to twice the fees due TN. If subsequent to such account deduction TN receives a notice of abandonment of the TN account from the bankruptcy court, TN shall have the option to re-establish Member’s account with the remaining balance of such trade dollars after the preceding deduction.

16. On all products owned and sold by TN, the sole and exclusive warranty made by TN as Seller is that TN has title to such products, free and clear from any lien or encumbrance. Other than set forth above, products are sold, “as is, where is.” With respect to any products or services purchased by Member from TN, such items are produced and provided by others and not by TN or our affiliates. TN makes no warranty, either express or implied, by operation of law or otherwise as to the merchantability or fitness for a particular purpose of such products or services, and Member shall look solely to the manufacturer, distributor or retailer of such merchandise for any warranty.

17. Seller shall charge the appropriate sales and excise taxes and collect and record these on the voucher at the time of the sale. Under no circumstances will TN be responsible to pay any sales, excise, use or other such tax on behalf of any Member. Transactions involving trade dollars are generally treated as taxable events for federal, state, and local tax purposes. Member is solely responsible for the declaration and reporting of all applicable local, state, and federal taxes resulting from trade transactions. TN is required by federal law to obtain Member’s correct taxpayer identification number, Member is required by law to provide such number, and to report all trade sales to the IRS. Failure to provide the correct taxpayer identification number may result in TN not accepting Member’s application, or the termination of Member’s account at TN’s sole discretion. Member agrees not to hold TN liable for any actions taken to comply with federal, state or local tax laws.

18. If Member has a positive trade account balance, (i.e. sales exceed purchases), Member may stay active for 120 days after the date of termination and spend the balance until purchases equal sales. After 120 positive days, Member forfeits any trade balance remaining in account.

19. All gratuities shall be paid in cash by the buying Member.

20. At its sole discretion, and upon notice made to the general Membership, TN is authorized to modify or add to these Rules when it deems such addition or modification necessary and beneficial to the efficient operation of the TN program.

21. If any provision in this agreement is held to be invalid or unenforceable, it shall be ineffective only to the extent of the invalidity, without affecting or impairing the validity and enforceability of the remainder of the provision or the remaining provisions of this Agreement.

22. If TN Member is no longer an active trading Member, and has a negative balance, and is deemed by TN to be unable to earn Trade Dollars to offset balance, Member authorizes TN to debit credit card on file to cover this amount in full.