Trading Rules and Regulations

The following Trading Rules and Regulations of BancMarc, t/a The Barter Authority, Inc. (hereinafter called “TBA”) form part of, and are included in the Trade Account Application and Agreement that each client has signed with TBA.

1. NATURE OF PARTIES

TBA acts as a clearinghouse for corporations, partnerships, and sole proprietors (hereinafter called “client” to trade or barter a portion of their goods and/or services with other clients of TBA through the use of an identification card issued by TBA (hereinafter referred to as “ID Card”). TBA is a third party record-keeper. It debits and credits trade dollars generated on transactions between clients and is not an issuer of credit except as specified under provisions of any agreement pertaining to obtaining trade dollar loans or extended lines of credit from the TBA system. Furthermore, TBA, acting solely as a clearinghouse and marketing arm, does not make any representations or warranties, either expressed or implied, as to the fitness, quality, timely delivery or merchantability of goods or services purchased through the TBA system, nor shall it be responsible to any client for any problems which arise with respect to the sale of such goods or services. TBA members enter into TBA transactions on a voluntary basis. TBA will only be responsible for commitments made in writing by authorized TBA officers. Client agrees that their business name and form as denoted on the Trade Account Application and Agreement they have signed with TBA is a legal entity for which client is responsible. Should client change either the name or the form of their business, client agrees to notify TBA of such change. In the event that client does not notify TBA, client agrees that they will remain the responsible party to this agreement and will continue to be responsible for and abide by all TBA Trading Rules and Regulations under their new business name or business form.

2. NATURE OF TRADE DOLLARS

A trade dollar is an accounting unit used to record the value of trades determined by the selling client. Ownership of trade dollars denotes the right to receive goods or services available from businesses who are clients of TBA. Trade dollars may only be used in the manner and for the purpose set forth in these Rules and Regulations. They are not considered legal tender, securities, or commodities. They may not be redeemed for cash. TBA disclaims responsibility for the negotiability of trade dollars or for the availability of goods or services from any source. Clients are advised that transactions involving trade dollars are generally treated as taxable events for Federal, State and Local tax purposes. Further, that TBA is required by federal law to annually report all barter sales of its clients to the IRS. Client’s monthly statement from TBA qualifies as a substitute 10998. Clients should consult with their tax advisors for appropriate tax treatment.

3. DIRECTORY

A Goods & Service Directory listing the products and services offered for trade by TBA clients will be published on the TBA web-site. Clients are encouraged to trade at 100% but may trade using a blend of cash and trade dollars on large ticket items. If clients have negative trade balances they are required to trade at 100% and may not refuse any reasonable offer. Client has the sole discretion as to what products and/or services they will trade. TBA may place your account “on hold” (not accepting barter business) under the following conditions: a) Client accounts must have a positive barter balance. b) Client must give notice to TBA. “On hold” status cancels any contractual commitment by TBA regarding exclusive territories or other applicable agreements.

4. ADVERTISING

Unless otherwise stipulated in writing between the parties to this Agreement, client authorizes TBA to notify and advertise the availability of client’s products or services to the other TBA clients through and by whatever means TBA deems appropriate. TBA brokers will market your products to other TBA members by phone, e-mails, fax, and personal contact. TBA does not market your product @ 50% Cash and 50% Trade.

5. AVAILABLE PRODUCTS

TBA shall use its best efforts to solicit new businesses having products or services to satisfy the needs of all clients. Neither TBA nor the TBA System is responsible if a client cannot find specific products or services to buy from other clients. We suggest that client contact TBA brokers to find out what is available through TBA.

6. ADVERTISING MEDIA POLICY

Client understands and agrees that in the case of advertising media, TBA does not require any existing cash contracts to be converted to trade nor will TBA require that media clients accept trade contracts with client if they have been a cash advertiser within the previous six (6) months of the date of client’s application with TBA. Further, when an advertising media client opens an account with TBA, they are not required to convert any existing cash contracts to trade nor accept any new trade contracts from any TBA client who has been a cash advertiser with them within the previous six (6) months of the date of their application with TBA unless both parties agree.

7. SALES PROCEDURES

Client making a sale must report the total of the sale (cash & trade blends included) to TBA within ten (10) days of each sale. Seller must charge the appropriate sales taxes and include all other charges pertinent to the sale on the sales slip. All transactions are subject to final audit and verification by TBA. In cases of inaccuracies, TBA may debit or credit client’s account, without notice, as a result of such error. All transactions must be approved by TBA prior to time of the sale and have an authorization number issued. TBA requires that both the cash and trade portions be reported on each transaction. TBA reserves the right to refuse to issue an authorization number approving a transaction under any of the following circumstances:

a) Buyer does not have sufficient trade dollars to make such purchases.

b) Buyer has outstanding cash fees.

c) Buyer’s ID card is on the Do Not Honor List.

d) The transaction is disputed by either party and written notice of such dispute has been received by TBA.

e) If either party fails to conform to the required procedures set forth in these Trading Rules and Regulations.

f) If seller fails to call TBA for an authorization number for any sale at the time of the sale.

It is acknowledged, understood and agreed to by client that should client fail to honor and accept valid scrip issued to clients pursuant to and in accordance with the terms of these Trading Rules and Regulations, client shall be deemed to be in material breach of these Trading Rules. Client acknowledges that damages will accrue to TBA in the business relationship between TBA and the client whose scrip was not honored. In such event, TBA shall have the right, in its sole discretion to reverse the transaction at a ratio of 2 to 1 and terminate such clients account.

8. PRICING

All products and services offered for sale by TBA clients to other TBA clients are to be offered at their normal prevailing cash price. It should be noted that discounted products, closeouts, sale items, and the like are NOT normally made available on a trade basis. Also, some clients will only trade at their normal retail price. All selling clients shall treat buying clients with the same respect as they would a cash customer. Seller agrees to complete the trade sales slip including both the trade portion and the cash portion, if any, of each sale. TBA reserves the right to inquire into written complaints of overpricing by a client. Violations may result in immediate adjustment to the transaction involved and/or the termination of violator’s account.

9. PURCHASING PROCEDURES

Client making a purchase shall present a valid ID card to seller and sign the trade sales slip. In the event that cash is required with the purchase, client shall pay such cash at the time of the purchase or make other arrangements that are satisfactory with the seller. Seller is required to pay commissions on cash portion of sale. Client shall be solely responsible for making any such arrangements:

a) Travel

Client may request accommodations outside Virginia and TBA will do its best to provide such accommodations through affiliated offices. Client understands that there are no guarantees that the requested accommodations can be made available. Trading outside Virginia is a privilege extended to clients through working relationships TBA has developed with other exchanges. Once lodging, airline, restaurant, rental car, limousine or any other reservations are placed and confirmed, they cannot be canceled or changed for any reason. All travel is nonrefundable. Therefore it is imperative that clients have their travel plans set prior to placing a request.

b) Gift Certificates/Scrip

TBA will not be responsible for refunding of a Gift Certificate/scrip purchased through TBA. Responsibility for how long TBA client holds a Gift Certificate/scrip is the sole responsibility of TBA members. There will be no refund once Gift Certificates/scrip are purchased.

10. TRADE DOLLAR LOANS

The right to extend trade dollar loans shall remain exclusively that of TBA. TBA grants such trade dollar loans to any client on terms and conditions consistent with client’s credit worthiness and ability to repay. Client understands and acknowledges that the exercise of this power shall be at the sole discretion of TBA management. TBA is under no obligation to grant trade dollar loans at any time. A client that makes purchases in excess of their established line of credit agrees to sell their product or service at 100% trade. At TBA’s option, client may be billed in cash for the excess purchases.

11. TBA BORROWING

From time to time, in order to ensure an adequate supply of trade dollars in the system, and to meet the operational requirements of TBA, TBA may spend more trade dollars than is its current earnings. Such practice constitutes a form borrowing from the clients, which will be kept within judicious limits. {Not to exceed a total of one [1] year of TBA expenses). Any such borrowing shall be repaid in equal annual installments over a period not to exceed five (5) years, will be recorded showing both principal and interest due on the books of the exchange, and will be collateralized by granting clients a security interest in specific property of TBA, now owned or hereafter acquired, tangible or intangible, real or personal. Including but not limited to inventory, equipment, chattel papers, contract rights and accounts receivable, and in all proceeds and all additions and accessions of said property; and TBA will further warrant that it is the sole owner of the specified collateral and that it is free of any lien, security interest, encumbrance, or claim and it will defend the collateral against the claims and demands of all persons.

12. ADDITIONAL SECURITY INTEREST

Client grants TBA a security interest in all trade dollars to be credited to client’s account for the amount of all unpaid cash fees. If client becomes insolvent or bankrupt, all cash fees shall be due and payable in full. Upon filing for Petition under Chapter 7, 11, or 13 of the Bankruptcy Code, or an Assignment for the Benefit of creditors, no trade purchases shall be allowed until all cash fees due TBA have been paid in full. If the Petition under Chapter 7 of the Bankruptcy Code is filed by or against client, of if the plan filed pursuant of either Chapter 11 or 12 does not provide for the full payment of all cash fees due TBA, TBA 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 terminate the account; provided, however, that if TBA does receive all of its cash fees in full within 120 days of such filing, TBA shall return the trade dollars to client’s account.

13. FEES

All fees including initial set-up fees, maintenance fees, service fees and other charges rendered to the client by TBA are in payment for service rendered in processing client into the TBA System, maintaining records and facilitating the client’s use of the TBA System. Client agrees to pay TBA the full amount of such fees upon receipt of their monthly statement; otherwise, TBA shall charge client interest on the outstanding balance at a rate of 1.5% interest per month {18% per year). If a client is in arrears for any cash fees beyond thirty (30) days, client agrees to waive all rights to the usage of their trading account and grants TBA the right to hold any such balance so long as said cash fees remain outstanding. TBA reserves the right to change the cash service fees, annual maintenance fees and all other fees from time to time. Client will receive thirty (30) days written notification of any such changes. Client also grants TBA their right to charge the following fees:

a) A $25.00 cash fee may be charged for each incident of trade for reservations booked outside the local trade area. A major credit card number is required in order to book/inquire any reservation at a hotel or car rental agency. Any fees charged will be applied to Credit Card number Members provided.

b) A $25.00 cash fee for any check that is returned for NSF (non-sufficient funds) or any other reason.

c) If a client account has had no activity (no sales and no purchases) for a consecutive period of twelve (12) months, TBA reserves the right to close the computer account by placing the positive trade balance into an escrow (holding) account and removing the client from the mailing list and the Directory of Goods and Services. Should the client want to re-open the account, a fee of $50.00 cash will be charged.

d) Clients requesting to open a second account will be charged the monthly maintenance fee in effect at that time as well as the transaction fees. No initial fees will be charged for the second or additional accounts.

e) An interest fee of 1.0% per month in trade dollars will be charged on any deficit trade balance account. Such interest payments will be placed into a Trade Dollar Bad Debt Reserve Fund which shall remain the property of the members of TBA.

14. STATEMENT DISCREPANCIES

Client must report any discrepancies on their monthly statement to TBA within twenty (20) days of receipt; otherwise client’s statement will be deemed correct.

15. DIRECT TRADES

Direct trades between clients to avoid service fees are strictly prohibited. TBA rules prohibit back to back or one on one direct trading outside of TBA. If any member is found trading back to back or one on one direct trading, TBA reserves the right to collect commissions in cash that would have been owed to TBA and reserves the right to cancel memberships of those members.

16. ID CARDS

TBA ID cards issued to client shall remain the property of TBA and must be returned upon request to TBA.

17. COMMITMENTS & REPRESENTATION

TBA is only responsible for commitments and representation made in writing by a duly authorized officer. Brokers, agents, or employees of TBA have no right to bind TBA to any obligation or representation whatsoever without such written authorization.

18. LIABILITY FOR TRADE DOLLARS

Client acknowledges that trade dollars in the TBA system (positive balances) are the liabilities of the clients who have spent more than their earnings (negative balances); that there is a creditor/debtor relationship between such clients, and that trade transactions incur the normal business risks associated with any credit transaction. Trade dollars are the liabilities of clients who owe the TBA system, and not of TBA which is solely liable for its own indebtedness.

19. TRANSFER OF ACCOUNT

Client agrees not to transfer or sell its account without written permission of TBA.

20. SUSPENSION

TBA reserves the right, at its sole discretion, to suspend the trading privileges of any client who is in violation of any Local, State, or Federal law; who engages in overpricing, direct trades, reporting only the trade portion of transactions or otherwise breaches these Rules or the Application and Agreement; or has cash fees due TBA which are more than thirty (30) days past due. In the latter case, the trading privileges of the client shall be reinstated immediately upon payment of such past due fees. TBA shall have the right at its sole discretion, of settling such past due fees that are over sixty (60) days in arrears by charging up to three (3) times the cash due in trade dollars. A client so penalized may reverse any such transaction by making the cash payment within forty-five (45) days of such penalty.

21. TERMINATION

Either party may terminate this Agreement upon 10 day written notice to the other party. TBA reserves the right, at its sole discretion, to terminate the account of any client for violation of anyone of these Trading Rules and Regulations or for cause. In the event of such termination, any and all cash fees that are due or will become due, shall be paid immediately upon such termination and no initial fees, service fees, maintenance fees or any other fees will be refunded. TBA may, in addition to any other rights it may have, do one or more of the following:

a) Suspend trading privileges if trade balance in client’s account is positive (sales exceed purchases) until such time as any outstanding cash fees are paid in full. Thereafter, client shall have (60) days to spend the balance of their trade dollars for goods and/or services offered by other TBA clients. At the end of the 60-day period, the account will be closed and the remainder of the balance, if any, shall revert to the control of TBA. Trade dollars are not exchangeable for cash in US Dollars or any other currency.

b) Suspend trading privileges if trade balance in client’s account is negative (purchases exceed sales), and make demand that client immediately pay the full amount of such deficit in cash or acceptable product or services. If a TBA member is indebted to TBA at time of termination, they agree to pay any deficit amount in cash within 10 days of business at no interest. Also, the TBA member will pay all collection fees including attorney fees.

c) TBA may demand the return of the client’s I.D. card.

d) TBA may notify all other trade clients of such termination of client’s account.

22. RIGHT TO AMEND

TBA reserves the right to amend these Trading Rules and Regulations. TBA shall give ten (10) days written notice of any such changes. Acceptance thereof by client will be affected, whether in writing or, by failure to give TBA written objection thereto within such ten (10) days’ time. Further use of the I.D. card shall connote acceptance of the changes and the then current Trading Rules and Regulations.

23. ENFORCEMENT

Each and every term and provision contained in these Trading Rules and Regulations is severable from every other term and provision therein. If any such item or provision should be judged invalid, illegal or unenforceable it shall not affect the validity, legality or enforceability of the remainder of any other term or provision of these Trading Rules and Regulations. The remainder shall remain valid, legal, and enforceable and in full force and effect. In the event that legal action must be taken by TBA against a client to enforce any provision of these Trading Rules and Regulations, TBA shall be entitled to recover attorney’s fees, costs and simple interest at the rate of 18% per year from the date of default until payment.

24. DISSOLUTION

In the event that the TBA System terminates or otherwise ceases to do business, all clients in a negative trade dollar position will pay amounts they owe, in cash (one trade dollar being equal and equivalent to one dollar in U.S. currency), into a fund. The fund, less expenses, will be distributed pro rata to all clients who are in a positive trade dollar position. Thus, all clients who are in a positive position will receive cash for their trade dollars to the extent that the fund permits. TBA shall not be liable to any clients for cash or trade dollars beyond the distribution of such funds as aforesaid.

25. VENUE

BancMarc, Incorporated is a Virginia corporation with two places of business in Norfolk and Richmond, Virginia. These Trading Rules and Regulations and any and all agreements or understandings between clients and TBA shall be construed in accordance with the laws of the State of Virginia.