B. PARTICIPATION IN THE EXCHANGE

1.    NATURE OF THE PARTIES

o   A. TMI & Associates, Inc. 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 TMI & Associates, Inc. or its designee and through the medium of TMI & Associates, Inc. Trade Dollars. TMI & Associates, Inc. functions as a clearinghouse for the transactions of the Network membership.

o   B. TMI & Associates, Inc. regulates the network and acts as a third party record-keeper and administers the clearinghouse function of the network for the Members'.

o   C. Member is a bona fide and legal business that desires to do business with other members of the network and hereby subscribes to TMI & Associates, Inc. services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.

o   D. TMI & Associates, Inc. reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary.

o   e. The signer of this agreement hereby acknowledges that they are over 18 years of age.

2.    DISCLAIMER OF WARRANTY AND LIABILITY

TMI & Associates, Inc. makes no representation or warranty, either express or implied, and disclaims all liability, as to the fitness, quality, delivery date, prices or any term of any trade transaction. Member agrees to indemnify and hold TMI & Associates, Inc. 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 TMI & Associates, Inc. because of any computer or software malfunction or processing errors.

3.    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 TMI & Associates, Inc. responsible to pay any taxes on behalf of any Member. Transactions involving TMI & Associates, Inc. Trade Dollars are generally treated as taxable events for federal, state or provincial, and local tax purposes and TMI & Associates, Inc. reports BCI Trade 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 TMI & Associates, Inc. harmless for any actions TMI & Associates, Inc. takes to comply with federal, state or provincial, and local laws.

C. ADMINISTRATION OF THE EXCHANGE AND BCI TRADE DOLLARS

1.    NATURE OF TMI & Associates, Inc. Trade Dollars

o   Member's conduct transactions (purchases or sales of goods or services) using the TMI & Associates, Inc. online system. Payments are made by posting debits and credits to the buying and selling Member's respective accounts, pursuant to these Rules and in the form of TMI & Associates, Inc. Trade Dollars.

o   TMI & Associates, Inc. Trade Dollars are 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 TMI & Associates, Inc.. These Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by TMI & Associates, Inc. Member's. Trade Dollars may be used only in the manner and for the purposes set forth in this agreement and the Policies & Procedures. Neither TMI & Associates, Inc. nor Member shall consider TMI & Associates, Inc. Trade Dollars as legal tender, securities, or commodities. TMI & Associates, Inc. disclaims any and all responsibility for the acceptance or negotiability of TMI & Associates, Inc. Trade Dollars or for the availability of goods or services from any source.

2.    LIABILITY FOR TMI & Associates, Inc.Trade Dollars

o   Member acknowledges that TMI & Associates, Inc. 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 TMI & Associates, Inc. transactions incur the normal business risks associated with any credit transaction. Any negative trade balances are solely the liability of Members' who oweTMI & Associates, Inc. Barter Dollars to the Exchange and are not the liability of TMI & Associates, Inc..

§  a. Member acknowledges and grants to TMI & Associates, Inc. the right and power to regulate and control the number of TMI & Associates, Inc. Trade Dollars within the Network.

§  b. Member grants to TMI & Associates, Inc. the right and power to borrow from the Network.

§  c. Member is NOT authorized to sell TMI & Associates, Inc. Trade Dollars for cash.

D. SUSPENSION OR TERMINATION

1.    If Member violates this Agreement or the currently effective Policies and Procedures, TMI & Associates, Inc. may at it's discretion 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, TMI & Associates, Inc. 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:

o   A. All cash and TMI & Associates, Inc. Trade Dollar service fees outstanding become due and payable. No service fees will be refunded.

o   B. Any Member with a negative account balance (where purchases exceed sales) must balance their account with TMI & Associates, Inc. Trade Dollars within thirty days of termination date. After said thirty day period, Member must immediately pay to TMI & Associates, Inc. any remaining negative balance in cash.

o   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 TMI & Associates, Inc..

E. FEES

1.    Sign-up fees are as follows;  Personal Account -None,  Business Account - $395.00, and Trade Associate Promoter - $999.00. 

2.    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.

3.    Fees paid to TMI & Associates, Inc. are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, TMI & Associates, Inc. will not be obligated to refund any fees it has received.

4.    Transaction fees payable are due at time of purchase and fees due for more than 30 days will be assessed a late fee of $15.00 per month, or 1.50% of the unpaid balance, whichever is more.

5.     Members' who join TMI & Associates, Inc. and use the TMI & Associates, Inc. software will be charged the following.

o

Sign-up fees are as follows;  Personal Account -None,  Business Account - $395.00, and Trade Associate Promoter - $999.00.

o   Ongoing services fees are 7% for personal account and 5% for a business account of members transactions whenever they buy or sell thru TMI & Associates, Inc., payable in cash.

o   Ongoing services fees are a minimum of $29.00 USD per month, payable in cash.

o   We do NOT offer to keep geographic areas exclusive.

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.

F. MISCELLANEOUS

1.    LEGAL REQUIREMENTS

Member shall abide by applicable international, federal, state or provincial, and local laws or regulations pertaining to exchange transactions. TMI & Associates, Inc. shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold TMI & Associates, Inc. liable for any action TMI & Associates, Inc. takes to comply with applicable laws or regulations.

2.    NO WAIVER OF RIGHTS

TMI & Associates, Inc. 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. TMI & Associates, Inc. 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 separate 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 TMI & Associates, Inc., Member shall pay TMI & Associates, Inc. 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 TMI & Associates, Inc. terminates or otherwise ceases to do business, all Member's in a negative TMI & Associates, Inc. Trade Dollar position will pay amounts they owe in cash (one TMI & Associates, Inc. Trade 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 TMI & Associates, Inc. Trade Dollar position. TMI & Associates, Inc. is not liable to any Member's for cash or TMI & Associates, Inc. Trade Dollars beyond the distribution of such funds.

5.    SECURITY INTEREST

Member hereby grants TMI & Associates, Inc. a security interest in all Trade Dollars in 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. TMI & Associates, Inc. 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 TMI & Associates, Inc. does receive all of its cash fees in full, TMI & Associates, Inc. shall reinstate the Trade Dollars to the Member's account.

6.    WARRANTY OF INFORMATION

Member warrants that it provides all information to TMI & Associates, Inc. in good faith and that such information is accurate to the best of Member's knowledge.

7.    FAX & E-MAIL SIGNATURES

TMI & Associates, Inc. will, and Member agrees, that TMI & Associates, Inc. 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

TMI & Associates, Inc.'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. TMI & Associates, Inc. remedies are cumulative and are not exclusive of any remedies provided by law.

10.INDEMNIFICATION

MEMBER AGREES TO HOLD HARMLESS TMI & Associates, Inc., IT'S OFFICERS, AGENTS, REPRESENTATIVES, ASSOCIATES AND ASSIGNS FROM ANY LOSSES, LIABILITY OR DAMAGES WHICH MAY RESULT FROM MEMBERS' PARTICIPATION IN ANY OF BCI'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 TMI & Associates, Inc.  and Member resulting in a judgment entered on behalf of the Member against TMI & Associates, Inc., Member agrees that TMI & Associates, Inc. shall have the right to satisfy said judgment in TMI & Associates, Inc. Trade Dollars.

G. APPLICABLE LAW

1.    This agreement shall in all respects be construed under the laws of the State of FL.

2.    Venue shall be Saint Lucie County, Florida USA.