Deschutes Trade Exchange on-line MEMBERSHIP AGREEMENT

A. CONTRACT AND MODIFICATION OF CONTRACT

The following terms & conditions constitute the contract by and among Member and Deschutes Trade Exchange. Any use of Deschutes Trade Exchange, hereafter referred to as Deschutes Trade Exchange, to facilitate a transaction by a Network Member (hereinafter referred to as Member) constitutes acceptance of all terms, conditions, policies and procedures as most recently adopted by Deschutes Trade Exchange. They apply to all Deschutes Trade Exchange Member's and to all transactions facilitated by Deschutes Trade Exchange. At its sole discretion, Deschutes Trade Exchange may amend this agreement by giving Member thirty (30) days written notice via e-mail Deschutes Trade Exchange may amend the Policies and Procedures with seven (7) days written notice via e-mail. Any purchase or sale by Member, which makes use of Deschutes Trade Exchange after these time frames constitutes acceptance by Member of such change(s) and the agreement of Member to abide by the same.

B. PARTICIPATION IN THE EXCHANGE

1. NATURE OF THE PARTIES

* A. Deschutes Trade Exchange 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 Deschutes Trade Exchange or its designee and through the medium of Deschutes Trade Exchange Trade Dollars. Deschutes Trade Exchange functions as a clearinghouse for the transactions of the Network membership.

* B. Deschutes Trade Exchange regulates the network and acts as a third party record-keeper and administers the clearinghouse function of the network for the Members'.

* C. Member is a bona fide and legal business that desires to do business with other members of the network and hereby subscribes to Deschutes Trade Exchange services. Member warrants that it is in compliance with all State, Federal, industry and professional laws and regulations.

* D. Deschutes Trade Exchange reserves the right of final approval of this agreement and may refuse to accept anyone as a Member for any reason it deems necessary.

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

2. DISCLAIMER OF WARRANTY AND LIABILITY

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

C. ADMINISTRATION OF THE EXCHANGE AND BCI TRADE DOLLARS

1. NATURE OF Deschutes Trade Exchange Trade Dollars

* Member's conduct transactions (purchases or sales of goods or services) using Deschutes Trade Exchange 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 Deschutes Trade Exchange Trade Dollars.

* Deschutes Trade Exchange 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 Deschutes Trade Exchange. These Trade Dollars denote value received for goods or services sold, and may be exchanged for other goods or services made available by Deschutes Trade Exchange 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 Deschutes Trade Exchange nor Member shall consider Deschutes Trade Exchange Trade Dollars as legal tender, securities, or commodities. Deschutes Trade Exchange disclaims any and all responsibility for the acceptance or negotiability of Deschutes Trade Exchange Trade Dollars or for the availability of goods or services from any source.

2. LIABILITY FOR Deschutes Trade Exchange Trade Dollars

* Member acknowledges that Deschutes Trade Exchange 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 Deschutes Trade Exchange transactions incur the normal business risks associated with any credit transaction. Any negative trade balances are solely the liability of Members' who owe Deschutes Trade Exchange Dollars to the Exchange and are not the liability of Deschutes Trade Exchange.

o a. Member acknowledges and grants to Deschutes Trade Exchange the right and power to regulate and control the number of Deschutes Trade Exchange Trade Dollars within the Network.

o b. Member grants to Deschutes Trade Exchange the right and power to borrow from the Network.

o c. Member is NOT authorized to sell Deschutes Trade Exchange Trade Dollars for cash.

D. SUSPENSION OR TERMINATION

1. If Member violates this Agreement or the currently effective Policies and Procedures, Deschutes Trade Exchange 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, Deschutes Trade Exchange 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:

* A. All cash and Deschutes Trade Exchange Trade Dollar service fees outstanding become due and payable. No service fees will be refunded.

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

* 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 Deschutes Trade Exchange.

E. FEES

1. There are no sign-up fees or hidden costs.

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 Deschutes Trade Exchange are non-refundable. If buyers or sellers do not complete a transaction, or if performance of Members' obligations to each other is disputed, Deschutes Trade Exchange 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 Deschutes Trade Exchange and use the Deschutes Trade Exchange software will be charged the following.

* There is no sign-up fee.

* Ongoing services fees are 10 % of members transactions whenever they buy thru Deschutes Trade Exchange, payable in cash.

* 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. Deschutes Trade Exchange shall not be responsible for any failures on the part of Member to comply with such laws and regulations. Member agrees not to hold Deschutes Trade Exchange liable for any action Deschutes Trade Exchange takes to comply with applicable laws or regulations.

2. NO WAIVER OF RIGHTS

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

5. SECURITY INTEREST

Member hereby grants Deschutes Trade Exchange 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. Deschutes Trade Exchange 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 Deschutes Trade Exchange does receive all of its cash fees in full, Deschutes Trade Exchange shall reinstate the Trade Dollars to the Member's account.

6. WARRANTY OF INFORMATION

Member warrants that it provides all information to Deschutes Trade Exchange in good faith and that such information is accurate to the best of Member's knowledge.

7. FAX & E-MAIL SIGNATURES

Deschutes Trade Exchange will, and Member agrees, that Deschutes Trade Exchange 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

10. INDEMNIFICATION

MEMBER AGREES TO HOLD HARMLESS AAA Barter, 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 Deschutes Trade Exchange and Member resulting in a judgment entered on behalf of the Member against Deschutes Trade Exchange, Member agrees that Deschutes Trade Exchange shall have the right to satisfy said judgment in Deschutes Trade Exchange Trade Dollars.

G. APPLICABLE LAW

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

2. Venue shall be Deschutes County, OregonUSA.