In this Agreement, the Party which is Contracting to Receive a twelve (12) month Investor Relations software subscription service will be referred to as “The IR Company” and the Party who will be providing the services will be referred to as The Private Capital Market  “PCM.”

The software subscription provides the company with a systematic internet communication system for setting up and managing an investor relations portal. This service provides an investor relations website structure with a pass-word protected level of document detail, as well as the approval mechanisms to permit investors to log into the IR portal to view documents

The software also provides a template library of appropriate documentation for populating an investor relations due diligence libary of documents issued by the company.

1. COMPANY ADMINISTRATOR

A Company Administrator is granted a self-assigned user name and password during the account registrations process, to manage a company administrative portal for uploading documents into the Investor Relations software portal. The Company Administrator control panel permits the Company Administrator to approve the investor requests to enter the company portal to view company documents. The company administrator has authority to remove an investor at any time from the company’s IR portals.

2. PAYMENT

In exchange for the license to use the PCM software services, the Company will pay PCM according to the following schedule:         

The total cost for 12 months investor relations service is $ 1349. The fee includes one hour of account setup assistance. Additional account assistance is available on an hourly fee basis.

The fee is non-refundable after the service has been activated.

3.TERM and TERMINATION.

The term of this agreement will be for 12 months, and is renewable after the first 12 months. Service may be terminated by either party with 5 days notice.

At any time during the term of the Agreement, PCM will have the right to terminate this Agreement without notice if PCM, in its sole discretion, believes the content uploaded via the software web administrator interface does not pertain to a legitimate or regulatory-compliant or appropriate business or commercial use of the software.

4. OWNERSHIP of SOFTWARE.

The use of the PCM software services (Software) on the PCM website is licensed, not sold, to Company for use only under the terms of this Agreement, and PCM reserves all rights not expressly granted to Company to use the software during the term of this agreement. PCM retains ownership of all copies of the Software itself and the documentation.

5. LICENSE. 

PCM hereby grants Company a nonexclusive, nontransferable, nonsublicensable license to use the IR Software solely as set forth in this Agreement and for no other purpose.  Company may use the Software only in the manner prescribed in this agreement for Company’s own use and which is authorized by the registration password keys provided to Company during the member registration process. The Company Administrator  may access the IR Software, and use the Software solely for its prescribed business purposes.  Authorization for additional concurrent user rights must be obtained by PCM for an additional price.  Company may not copy the Software for any purpose but may use and copy the accompanying documentation for internal purposes, as necessary to enable Company to fully utilize the Software; provided that Company reproduces all copyright and other proprietary notices that are on the original copy applicable documentation.

6. CONTENT.

The Company understands that The Private Capital Market, Inc., does not provide legal advice with regard to securities laws. The Company, in its own discretion may determine the need for qualified legal, accounting or other licensed professional advisors when preparing content for use with any offering, and understands the legal requirements regarding the qualifications of any investor to which a security may be offered or sold.

The Company is solely responsible for the content generated and uploaded via website administrative interface  and agrees that PCM is not responsible for reviewing the content,  that PCM does not have any responsibility for the truth of any statement in the content, and does not have any responsibility for any omission in the content.

Therefore, the Company hereby indemnifies and holds PCM, its directors, officers, employees, and agents harmless from any liability, cost, damage or claim of any nature arising from any offering or from (a) any action of the Company related to any offering; (b) any negligence or willful misconduct of the Company; and (c) any of the Company content or any other Company material.

7. RESTRICTIONS.

Company may not use, copy, modify, distribute or transfer the Software, or any copy thereof, in whole or in part, except as expressly provided for in this Agreement. Company acknowledges that the Software in source code form remains a confidential trade secret of PCM and/or its suppliers, and therefore Company agrees not to reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code of the Software, except and only to the extent that such activity is expressly permitted by applicable law. Any attempt to transfer any of the rights, duties or obligations hereunder is void. Company may not rent, lease, loan, resell for profit, or use the Software in a time sharing or service bureau arrangement.

8. LIMITED WARRANTY.

PCM warrants, during a period of thirty (30) days from delivery of the Software ("Warranty Period"), that the use of the software, as delivered to Company, will perform substantially in accordance with the applicable documentation provided by PCM. The Company’s sole and exclusive remedy in the event of a breach of this warranty is that PCM will attempt to correct or work around errors in the Software, or refund the purchase price and terminate this Agreement.

PCM may, at its sole discretion, issue maintenance releases of the Software incorporating bug fixes on a commercially reasonable basis.

PCM does not warrant that the Software will meet Company requirements, that operation of the Software will be uninterrupted or error-free, or that all defects will be corrected.

PCM will not be responsible for any errors in the Software caused by use of the Software in conjunction with non-PCM-approved hardware or software.

THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND PCM  EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,  INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PCM, ITS EMPLOYEES, AFFILIATES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES.

Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to the Company. In that event, any implied warranties are limited in duration to thirty (30) days from the delivery of the Software. This warranty gives the Company specific legal rights. The Company may have other rights, which vary from state to state.

9. REMEDIES AND REFUND

In no event will The Private Capital Market, Inc., liability to the Company under this Agreement exceed any software license fee paid by the Company for the Software during the twelve (12) month period. Regardless of whether any remedy set forth herein fails of its essential purpose or otherwise, in no event will PCM be liable to the Company or to any third party for any lost profits, lost data, interruption of business, or other special, indirect, incidental or consequential damages of any kind arising out of the use or inability to use the Software or any data supplied therewith, even if PCM has been advised of the possibility of such loss or damage and whether or not such loss or damages are foreseeable. Some states do not allow limitation or exclusion of liability for incidental or consequential damages so the above limitation or exclusion may not apply to the Company.

No refunds are available after the service has been activated.

10. INDEPENDENT SOFTWARE VENDOR; THIRD PARTY RIGHTS.

PCM and its personnel, in performance of this Agreement are acting as independent software  vendors and are not employees or agents of the Company.  Nothing herein shall be construed to make the Company and PCM partners.  No third parties shall have any rights under this Agreement.

11. GOVERNMENT USER.

The Software is not intended for government use.

12. EXPORT CONTROL.

This Agreement is subject to and conditioned upon compliance with the U.S. Export Administration Act and the applicable regulations thereunder (collectively, "U.S. Export Laws"), as well as any other laws of the U.S. affecting the export of technology.  The Company agrees to comply fully with the U.S. Export Laws and to provide PCM with such documentation, assurances and access to records as may be required to obtain licenses under the U.S. Export Laws.

13. AMENDMENT.

This Agreement may be modified or amended in writing, if the writing is signed by both parties.

14. GOVERNING LAW.

This Agreement will be governed by the laws of the State of North Carolina, without regard to or application of conflicts of law rules or principles. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. This Agreement is the complete and exclusive statement of the agreement between PCM and the Company, which supersedes any proposal or prior agreement, oral or written, and any other communications between us in relation to the subject matter of this Agreement.

15. ASSIGNMENT.

The Company shall not assign this Agreement without the prior written consent of PCM, whether by operation of law, assignment, merger, transfer of assets, sale of stock or otherwise.

THE PCM SOFTWARE AND ACCOMPANYING DOCUMENTATION ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

THE PARTIES AGREE TO THE TERMS LISTED IN THIS AGREEMENT: