RULES OF THE EXCHANGE
TERMS AND CONDITIONS

TBM WILL, IN ITS SOLE DISCRETION, DENY MEMBERSHIP TO BUSINESSES ENGAGED IN THE ADULT PRODUCT INDUSTRY. THIS INCLUDES BUT IS NOT LIMITED TO, ENHANCEMENT DRUGS OR SUPPLEMENTS, SEXUAL DEVICES, MOVIES, OR MEMBERSHIPS IN ORGANIZATIONS CONSIDERED BY TBM TO BE CONTRARY TO TBM'S HIGH ETHICAL AND MORAL STANDARDS.

1. Member understands that Trade and Barter Mutual, LLC (TBM) provides barter Exchange and trade record-keeping services; that TBM is not an employee or agent for Member in making barter and trade transaction decisions.

2. TBM charges $0 Membership fee to join and $0 Membership annual renewal fee. TBM charges Membership dues, a part of which includes Members purchase of a TBM trade credit account.

3. TBM assesses Members trade account as Buyer 3% and Seller 6% per trade fee (9% per cash conversion transaction).

4. Member agrees to offer his/her products to other active TBM Members at prevailing & competitive market prices on the Exchange in return for earned TBM trade dollars. Members may add Taxes and gratuities to any transaction.

5. Member will utilize the TBM web site and/or toll-free telephone service for all barter Exchange trade activity. Trading is limited to Members available (earned and credit) account balances.

6. TBM does not warrant or guarantee that any specific products or services will be available from another Member at any given time.

7. Certain businesses offer products with profit margins that are small and may barter to trade at premium pricing levels.

8. Member is solely responsible for the satisfactory fulfillment of any barter and trade purchases that involve: special orders, leases & rents, "works-in-progress" such as construction, service work, or professional health services & treatment. At the time of sale, Members TBM account is charged the full price.

9. Member looks solely to the manufacturer, distributor, or retailer of products or services for warranties. Member indemnifies and releases TBM of any claim, liability, costs, or debt arising out of any trade transaction dispute between Members.

10. Member may (from time to time) temporarily halt trading, although monthly dues will continue to be collerted.

11. Member hereby grants, to the benefit of TBMs clearing facility (BECS) or FDIC insured Bank Trust, a release to (from time to time) obtain credit reports from reputable credit reporting services; and to abide by all U.S. Patriot Act provisions. Based on its Banks advice then, TBM (in its sole discretion) may determine whether to issue or to extend additional trade credit.

12. TBM trade credit is underwritten and extended to Members by TBMs clearing facility (BECS) or FDIC insured Bank. In compliance with the Internal Revenue Code, Member understands and agrees that TBM may itemize all Member (barter trade account) activity as part of the consolidated billing. Member shall direct any correspondence and billing inquiries directly to TBM.

13. Member monthly account statements are considered accurate when issued. Member must notify TBM within 14 days of receipt (in writing), of any discrepancy.

14. Member may use TBM trade credit to acquire collateral to support Membership financing. Financed collateral may involve liens on the business assets procured through financing, account and sales receivables of the borrower(s) and other assets of borrower(s) including but not limited to: (a) real estate (b) inventory, general intangibles, contract rights, instruments, documents, chattel paper, deposits in bank accounts, trademarks, and trade names, (c) equipment and machinery, (d) product designs and (e) all proceeds and products thereof.

15. TBM reserves the right to cancel this Membership when: (a) TBM receives excessive complaints on a given Member for poor delivery of value in equity or excess product pricing (price-gouging); (b) Member violates these covenants; c) Member violates Federal, State, or local law or ordinance. d) Member's credit rating falls significantly below customary business standard as determined solely by TBM or its clearing facility (BECS). Should TBM suspend or close an account, that Member must dispute any such action in writing within ten (10) business days or it shall be deemed uncontested.

16. Member has 90 days after a notice of termination to spend positive (earned) trade credit balances.

17. Member understands that any interest or gains earned on Members TBM trade dollar Savings, IRA, Insurance, Securities, or Bullion accounts may be taxable to Member.

18. "Cash conversion" exclusively applies to trade credits (trade dollars) that have been earned by Members TBM barter Exchange sales. Earned TBM trade dollars only maybe redeemed for cash.

19. Member understands that a TBM "trade dollar" is an accounting entry, or "unit," that is used to account for trade transactions between TBM trade Exchange members.

20. TBM trade dollars are not redeemable for cash at public financial or government institutions. Trade dollars are not public legal tender. Non-Members and the general public are not required, by statute, to accept TBM trade dollars as payment for anything.

21. Member agrees that, in accordance with federal law, TBM reports annually to the IRS each Member's sales and trade account earnings. Pursuant to compliance: Member will provide TBM's clearing facility (BECS) or (FDIC insured) Trust Bank with a completed IRS Form W-9 which includes: the Federal Employer Identification Number of its business and/or the Social Security number of its principal.

22. Member shall reimburse TBM for any fines or penalties resulting from Member's failure to meet said obligations.

23. Member understands that proper tax payment rests solely with the Member. All trade or barter transactions or barter sales are taxable events. (Ref. IRS Pub. 525, Rev 11/81).

24. Lost or stolen Member account (website/phone) access codes must be reported to TBM within 24 hours of said loss. Otherwise, Member is responsible for any trade dollar purchases or other account activity made using Member's account.

25. TBM Membership may not be transferred or offered for sale to any third party without prior written approval of TBM.

26. In the event that the member is a corporate entity, the individual who executes this Agreement on its behalf represents that he/she has a clear authority and right to do so.

27. In the event that one or more of the provisions within this Agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired.

28. Jurisdiction for the interpretation, application or contest pertaining to this agreement shall be solely in the Commonwealth of Virginia. Venue for the purpose of bringing any Court action pertaining to the interpretation or application of this Agreement shall only be held in the Commonwealth of Virginia.

29. Member understands and agrees that all covenants herein serve also as the Terms and Conditions of Membership. Member agrees that signing the application for membership (in the format indicated on the membership application) constitutes acceptance of it in its entirety.

30. In furtherance, this Membership Agreement constitutes the entire Agreement between TBM and the Member, and that it inures and shall be binding upon any and all appurtenant successors, administrators and assigns of either or both parties.