BarterFirst International on-line MEMBERSHIP AGREEMENT

The following terms & conditions constitute the contract by and among Member and BarterFirst International a Corporation. Any use of BarterFirst International to facilitate a transaction by a Network Member (hereinafter Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by BarterFirst International. They apply to all BarterFirst International Members' and to all transactions facilitated by BarterFirst International. At its sole discretion, BarterFirst International may amend this Agreement by giving Member thirty (30) days written notice via e-mail. BarterFirst International may amend the Policies and Procedures with seven (7) days written notice via e-mail. Any purchase or sale by Member, which makes use of BarterFirst International after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.

1. NATURE OF THE PARTIES
   • a. BarterFirst International is an association of businesses and professionals who have joined together to do business among themselves through the organized system which is regulated by the record-keeping and administrative services of BarterFirst International or its designee and through the medium of BarterFirst International Trade Dollars. BarterFirst International functions as a clearinghouse for the transactions of the Network membership.
   • b. BarterFirst International regulates the Network. BarterFirst International acts as a third party record-keeper and administers the clearinghouse function of the Network for the Members'. BarterFirst International may contract with others to provide all or part of such services.
   • c. Member is a bona fide and legal business that desires to do business with other members of the Network and hereby subscribes to BarterFirst International's services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.
   • d. BarterFirst International reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary.
   • e. The signer of this agreement hereby acknowledges that they are over 18 years old.
   • DISCLAIMER OF WARRANTY AND LIABILITY
     BarterFirst International makes no representation or warranty, either express or implied, and disclaims all liability, as to the fitness, quality, delivery date, merchantability, prices or any term of any trade transaction. Member agrees to indemnify and hold BarterFirst International harmless with respect to any claim, debt, or liability whatsoever, arising out of any transaction wherein Member is a Buyer or Seller. Member acknowledges that any transaction facilitated by the Network, in Which Member participates is entered into by Member on a voluntary basis. Member agrees to waive any claim, debt, or liability whatsoever against BarterFirst International arising out of any computer or software malfunction or processing errors.
   • TAXES
     Seller shall be solely responsible to collect and remit to the appropriate taxing Authorities the applicable taxes and shall collect and record these as required by law. Under no circumstances is BarterFirst International responsible to pay any taxes on behalf of any Member. Transactions involving BarterFirst International Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and BarterFirst International reports BarterFirst International Dollar sales to the appropriate government taxing authority. The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the Member. Member agrees to indemnify and hold BarterFirst International harmless for any actions BarterFirst International takes to comply with federal, state or provincial, and local laws.
      
     C. ADMINISTRATION OF THE EXCHANGE AND BarterFirst International TRADE DOLLARS
     1. NATURE OF BarterFirst International TRADE DOLLARS
        • Members' conduct transactions (purchases or sales of goods or services) using the BarterFirst International accounting system. Payments are made by posting debits and credits to the buying and selling Members' respective accounts, pursuant to these Rules and in the form of BarterFirst International Trade Dollars.
        • A "BarterFirst International trade dollar" is a private currency which operates as contractually accepted tender for specified private debts only, between exchange members, backed only by the goods and services available within the Network, and regulated by BarterFirst International. BarterFirst International Barter Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by BarterFirst International Members'. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement & the Policies & Procedures. Neither BarterFirst International nor Member shall consider BarterFirst International Barter Trade Dollars as legal tender, securities, or commodities. BarterFirst International disclaims any and all responsibility for the acceptance or negotiability of BarterFirst International Trade Dollars or for the availability of goods or services from any source.
     2. LIABILITY FOR BarterFirst International TRADE DOLLARS
        • Member acknowledges that BarterFirst International Trade Dollars in the Network (positive balances) are the liabilities of persons who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such persons, and that BarterFirst International transactions incur the normal business risks associated with any credit transaction. Any positive trade balances are solely the liability of Members' who owe BarterFirst International Barter Dollars to the Exchange and are not the liability of BarterFirst International.
          • a. Member acknowledges and grants to BarterFirst International the right and power to regulate and control the number of BarterFirst International Dollars within the Network.
          • b. Member grants to BarterFirst International the right and power to borrow from the Network.
          • c. Member is NOT authorized to sell BarterFirst International Trade Dollars for cash.
      
     D. SUSPENSION OR TERMINATION
     1. If Member violates this Agreement or the currently effective Policies and Procedures, BarterFirst International may immediately terminate Members' account or may freeze all activity in the account without notice and/or make immediate adjustment to the transactions involved. At its sole discretion, BarterFirst International may reinstate Member or unfreeze Members' account.
     2. Either party may terminate this Agreement upon seven (7) days written notice to the other party. Upon termination:
        • a. All cash and BarterFirst International Trade Dollar service fees outstanding become due and payable. No service fees will be refunded.
        • b. Any Member with a negative account balance (where purchases exceed sales) must balance their account with BarterFirst International Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay BarterFirst International any remaining negative balance in cash.
        • c. Any Member with a positive balance (where sales exceed purchases) must spend out their account within ninety days of termination. Any trade dollars remaining after ninety days will become the property of BarterFirst International.
      
     E. FEES
     1. There is a one time sign-up fee that varies with company size.
        
     2. Ongoing Cash Service Fees are 5.00% of the total Transaction Amount due from both the Buyer and the Seller payable in cash. 
        
     3. Funds for the cash fees must be available at the time of the transaction or it will not be processed. You may do this by having a debit or credit card on file. If You prefer to pay by check You can Pre-pay Your account and we will deduct the fees from Your available balance.
     4. Fees paid to BarterFirst International are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, BarterFirst International will not be obligated to refund any fees it has received. In certain circumstances an approved cash credit may be applied to Members' accounts.
     5. Transaction fees payable are due at time of purchase and fees due for more than 40 days will be assessed a late fee of $15.00 per month, or 1.50% of the unpaid balance, whichever is more.
     6. By acceptance of this agreement the Member agrees personally and corporately to guarantee payment of all cash fees and is responsible for all negative barter dollars, if any.
     7. Monthly account maintenance fee is $10.00 payable in cash.
      
     F. MISCELLANEOUS
     1. LEGAL REQUIREMENTS
        Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to Exchange transactions. BarterFirst International shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold BarterFirst International liable for any action BarterFirst International takes to comply with applicable laws or regulations.
     2. NO WAIVER OF RIGHTS
        BarterFirst International failure or delay in exercising any right, will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. BarterFirst International remedies are cumulative and are not exclusive of any remedies provided by law.
     3. SEVERABILITY; ATTORNEY'S FEES
        Every item contained in this agreement is severable from every other term herein. If any term should be judged unenforceable, it shall not affect the enforceability of other terms outlined in this Agreement or the Policies and Procedures. If legal action must be taken by BarterFirst International, Member shall pay BarterFirst International reasonable attorney's fees, costs, plus interest from the date of default until payment in addition to any other judgment as granted by a court of law or an acceptable arbitration.
     4. DISSOLUTION
        If BarterFirst International terminates or otherwise ceases to do business, all Members' in a negative BarterFirst International Trade Dollar position will pay amounts they owe in cash (one BarterFirst International Dollar being equal to one United States dollar in cash) into a fund. The fund, less expenses, will be distributed pro rata to all Members' who are in a positive BarterFirst International Trade Dollar position. BarterFirst International is not liable to any Members' for cash or BarterFirst International Trade Dollars beyond the distribution of such funds.
     5. SECURITY INTEREST
        Member hereby grants BarterFirst International a security interest in all Trade Dollars in Members' 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. BarterFirst International shall have the option in lieu of filing as a creditor of treating the Trade Dollar balance as equal in value to the amount of cash fees owed, and terminating the account; provided however, that if BarterFirst International does receive all of its cash fees in full, BarterFirst International shall reinstate the Trade Dollars to the Members' account.
     6. WARRANTY OF INFORMATION
        Member warrants that it provides all information to BarterFirst International in good faith and that such information is accurate to the best of Members' knowledge.
     7. FAX & E-MAIL SIGNATURES
        BarterFirst International will, and Member agrees that BarterFirst International may, accept a faxed or e-mailed signature as an original, legal signature.
     8. ENTIRE AGREEMENT
        Member acknowledges that it is not relying on any oral representations concerning this Agreement and that the complete agreement between the parties is contained in the Member Application, this Agreement and the Policies & Procedures.
     9. NO WAIVER OF RIGHT
        BarterFirst International's failure or delay in exercising any right, will not operate as a waiver of that right, nor shall the partial exercise of a right preclude any other or further exercise of any right. BarterFirst International's remedies are cumulative and are not exclusive of any remedies provided by law.
     10. INDEMNIFICATION
         MEMBER AGREES TO HOLD HARMLESS BarterFirst International, IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF BarterFirst International's TRANSACTIONS, ACTIVITIES, PROGRAMS, PROMOTIONS, OR ADVERTISING, INCLUDING THE COSTS OF LITIGATION AND ATTORNEYS FEES.
     11. JUDGMENT SETTLEMENT
         In the event of a dispute between BarterFirst International and Member resulting in a judgment entered on behalf of the Member against BarterFirst International, Member agrees that BarterFirst International  shall have the right to satisfy said judgment in BarterFirst International trade dollars.
      
     G. APPLICABLE LAW
     1. This agreement shall in all respects be construed under the laws of the State of Florida.
     2. Venue shall be Casselberry, FL 32707 United States.