1. GOODS AND SERVICES: International Commodities Exchange, Inc. dba The Barter Group (“JSRTRADE.COM BARTER CLUB”) shall use its reasonable efforts to administer trades between Client and other JSRTRADE.COM BARTER CLUB Clients. Client agrees to keep JSRTRADE.COM BARTER CLUB appraised of what goods and/or services client has available on 100% barter, and to notify JSRTRADE.COM BARTER CLUB of any changes or “standby” status. Client understands that certain merchandise may be in demand and that the quantity available to client on barter or otherwise may be limited. Client agrees that JSRTRADE.COM BARTER CLUB is a service company whose purpose is to direct Clients to each other for trading and that JSRTRADE.COM BARTER CLUB is not responsible for the quality and condition of any barter goods and services. A selling Client (“Seller”) must stand behind its goods and services as with any of its other business transactions, and a buying Client (“Buyer”) acknowledges that its sole remedy for any claim shall be against the selling Client.

2. NO WARRANTIES: INTERNATIONAL COMMODITIES EXCHANGE, INC., dba THE BARTER GROUP (JSRTRADE.COM BARTER CLUB) HEREBY EXCLUDES ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS. JSRTRADE.COM BARTER CLUB SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES. Client’s sole remedy for any claimed breach of warranty shall be a refund of JSRTRADE.COM BARTER CLUB’s service charge on the applicable transaction.

3. RELATIONSHIP WITH OTHER CLIENTS: Client shall immediately identify himself/herself as a “Client of The Barter Group” upon initially contacting any other Client for the purpose of buying goods and/or services. Client shall treat any JSRTRADE.COM BARTER CLUB Client in the same manner, with the same priority and professionalism, as with any other business customer. All trades with other JSRTRADE.COM BARTER CLUB clients must be done through JSRTRADE.COM BARTER CLUB.

4. PRICING: All goods and services shall be sold on 100% barter at no more than 100% of Client’s regular prevailing retail prices unless previous written approval is received from JSRTRADE.COM BARTER CLUB.

5. APPROVAL FOR TRANSACTION: All transactions must receive prior approval from JSRTRADE.COM BARTER CLUB. JSRTRADE.COM BARTER CLUB, at its sole discretion, may place a temporary freeze on Client’s account expenditures, including but no limited to, when serious questions arise as to Client’s solvency or credit worthiness, or Client’s violation of JSRTRADE.COM BARTER CLUB Terms and Conditions. In no event shall JSRTRADE.COM BARTER CLUB be held responsible for any such account freeze.

6. CLIENT ACCOUNT CANCELLATIONS: JSRTRADE.COM BARTER CLUB and/or Client have the right to terminate this Agreement and close the JSRTRADE.COM BARTER CLUB account upon thirty (30) days written notice. If a positive trade balance exists in the account, JSRTRADE.COM BARTER CLUB will require that the cash service fee be paid in advance for this trade balance and the trade balance be spent out of the account within sixty (60) days. If a deficit balance exists in the account, Client will pay the balance immediately in cash. If Client is a corporation, the principal thereof agrees to guarantee the debt personally.

7. FEES AND BILLING: JSRTRADE.COM BARTER CLUB shall provide Client with a monthly statement. Client agrees to pay each statement within ten (10) days of invoicing, and understands that Client’s account may be frozen (no trade dollars can be spent) until the fees are paid in full. If Client requested credit card billing on its Application, any JSRTRADE.COM BARTER CLUB cash fees indicated on the monthly statements shall be automatically charged to the indicated credit card. If the charges are denied or the credit card expires, Client will provide a new card or expiration date to JSRTRADE.COM BARTER CLUB within ten (10) days or an additional $10.00 service fee with be charged per month. 1. Trade Transactions: The monthly statement shall contain credit or debits for barter trading during the previous month. 2. Transaction Service Fee: JSRTRADE.COM BARTER CLUB shall receive 6% for each purchase or sale transaction made with other JSRTRADE.COM BARTER CLUB Clients during the previous month. 3. Monthly Account Administration Fee: JSRTRADE.COM BARTER CLUB shall receive $10.00 per month in trade credits and $10.00 per month in cash for administering Client’s account, regardless of activity. 4. Interest Charges: In the event that there is any past due fee or deficit trade balance in Client’s account, JSRTRADE.COM BARTER CLUB shall receive a $25.00 fee in cash for each month for the cash amount due and 1.5% trade for the trade deficit.

8. PARTIES TO THIS AGREEMENT: This Agreement is between JSRTRADE.COM BARTER CLUB and Client only for so long as Client has the same principal and the business is in good standing. It cannot be assigned, transferred, or sold without prior written consent of an officer of JSRTRADE.COM BARTER CLUB and is binding upon the heirs, administrator, successors and assigns of Client’s principal. The principal of Client shall give JSRTRADE.COM BARTER CLUB immediate notice of transfer of its ownership, cessation of business, filing of bankruptcy or other substantial alteration in the financial status of Client or its principal. This Agreement cannot be amended verbally, and any exceptions or amendments to the Agreement shall be in writing signed by an authorized officer of JSRTRADE.COM BARTER CLUB.

9. RULES AND REGULATIONS: Client agrees to abide by these Terms and Conditions and any other JSRTRADE.COM BARTER CLUB rules or regulations, as amended from time to time, and understands that these Terms and Conditions, including but not limited to fees, may be amended from time to time by JSRTRADE.COM BARTER CLUB. Client will receive thirty (30) days written notice of any change to these Terms and Conditions. Unless Client gives written notice of termination of this Agreement within that period, Client shall abide by the changed Terms and Conditions.

10. CHANGE IN STATUS AND STAND-BY STATUS: Client may elect, upon seven (7) days prior written notice to JSRTRADE.COM BARTER CLUB, to change its status to or from “stand-by” (not accepting barter).

11. DISPUTES: Client shall indemnify and hold JSRTRADE.COM BARTER CLUB harmless for any expense, including but not limited to attorneys fees incurred as a result of JSRTRADE.COM BARTER CLUB’s relationship with Client, including, but not limited to, any dispute between Client and any other JSRTRADE.COM BARTER CLUB Client. This Client Application and Agreement contains the entire agreement between JSRTRADE.COM BARTER CLUB and Client. 1. In any dispute arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorney’s fees whether or not a lawsuit is filed. 2. This Agreement is entered into in Scottsdale, Arizona. The Scottsdale Small Claims Court, Scottsdale Justice Court or Maricopa Country Superior Court, as appropriate, shall have jurisdiction and venue over any action arising out of this Agreement. Arizona law shall govern any such interpretation or dispute.