3.5 No Violation. ISO’s performance of this Agreement will not violate any applicable law or regulation or any agreement to which it is bound as of the date hereof.

3.6 Enforceability. This Agreement represents a valid obligation of ISO and is fully enforceable against it.

3.7 Compliance. ISO will comply with the terms of this Agreement, with all applicable Rules, any agreement between LODESTAR and a Bank as well as all applicable Data Security Requirements.

3.8 No Litigation. Neither ISO, nor its officers and/or directors, are a party to any pending litigation that would have an impact on this Agreement and have never been fined or penalized by Visa, MasterCard or any other association in the credit, payments or banking industry.

3.9 No Crime. ISO has never been convicted of a crime punishable by greater than 15 days of incarceration or of a crime of dishonesty. Prior to the execution of this Agreement, ISO has disclosed to LODESTAR any and all information that may be relevant to LODESTAR in its deciding whether or not to enter into this Agreement, such as prior dishonest or illegal activity by ISO.

3.10 No Dishonesty. ISO has never and will not falsify, alter or in any way change information provided by an actual or potential Merchant on an application or otherwise.

4. NON-SOLICITATION AND NON-CIRCUMVENTION.

4.1 Non-Solicitation. ISO agrees that, during the Term hereof, so long as ISO is receiving Fees hereunder, and for a period of two (2) years thereafter, neither ISO nor any of its affiliates will directly or indirectly engage in the following conduct, or permit or assist any third party to engage in the following conduct, in any capacity including as an employee, employer, consultant, ISO, principal, partner, stockholder, corporate officer, director, or in any other individual or representative capacity (“Non-solicitation Obligations”):

a)Merchants. call on, solicit, take away, or attempt to call on, solicit, or take away any of the merchants, customers or Merchants of LODESTAR or Bank, whether boarded by the ISO or not, on whom ISO called or with whom ISO became acquainted during their association with LODESTAR, either for itself or for any other person, firm, or corporation; or

b) ISOs. entice, induce or in any manner influence any person or entity who is, or shall be in the direct or indirect service of LODESTAR to leave the same for the purpose of engaging in a business or being employed by or associated with any other business.

4.2 Non-Circumvention. Each of the undersigned parties agree that they, and all their affiliated companies, agents, employees, successors in interest or assigns, will not, during this Agreement's term and for a period of two (2) years after this Agreement's termination, engage in Non-Circumvention Conduct with third parties, including, without limitation, suppliers, customers, financial sources, manufacturers, consultants, that have been disclosed to them, directly or indirectly, by the other party to this Agreement. "Non-Circumvention Conduct" means contacting, discussing, or transacting business with such third party, without the prior knowledge and written consent of the other party to this Agreement.

4.3 Breach. ISO agrees and understands that any breach of its Non-solicitation and/or Non-circumvention Obligations will cause the forfeiture of all Fees owed by LODESTAR to ISO as well as grave and irreparable damages to LODESTAR. The time period referred to in Section 4.1 shall be stayed and extended during any violation or breach of the terms of this section.

4.4 Interpretation. In the event that any court shall finally hold that the time, territory or any other provision of this section constitutes an unreasonable restriction against the ISO, the ISO agrees that the provisions hereof shall not be rendered void but shall apply as to such time, territory and other extent as such court may judicially determine constitutes a reasonable restriction under the circumstances involved. LODESTAR and ISO each request that any such court make a determination of what would constitute a reasonable restriction under the circumstances involved and to reform this Agreement accordingly. This provision of this section shall survive termination of this Agreement and shall inure to the benefit of LODESTAR, its successors and assigns.

5. CONFIDENTIALITY OBLIGATIONS

5.1 Confidentiality Obligations. Each party agrees that, during the Term hereof, and for a period of five (5) years thereafter neither party nor any of their affiliates will directly or indirectly engage in the following conduct itself nor permit or assist any third party to breach any of the following obligations (collectively, the “Confidentiality Obligations”).

a) Confidential Information. For the purposes of this Agreement, “Confidential Information” means all proprietary, secret or confidential information or data relating to LODESTAR, Bank and any of their respective affiliates, operations, employees, independent sales organizations, agents, products or services, clients, customers or potential customers, merchants or Merchants. Confidential Information shall include, without limitation, Merchant lists, all Merchant Agreements and all parts thereof, Merchant pricing, customer lists, cardholder account numbers, pricing information, Rules (other than publicly available laws and regulations), acquiring bank or processor relationships, Merchant information, leasing information, financial or other data in any format, computer access codes, instruction and/or procedural manuals, payroll information, human resource or personnel information, business strategies and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law. In order for each party to perform hereunder, each party will be obliged to disclose to the other certain Confidential Information concerning the Services and Merchants.

b) Non-Disclosure. Each party agrees that he or she will not, except as expressly required in the conduct of its obligations hereunder or as authorized in writing by the other, publish or disclose, any trade secret or Confidential Information relating to Services that the other party may in any way acquire by reason of their association. Certain Confidential Information, such as, by example only, credit cardholder information must not only be kept strictly confidential, but must also be stored under lock and key and in encrypted format as is more fully spelled out in Visa and MasterCard Rules applicable to the business of LODESTAR; the ISO shall comply and respect all such Rules.

c) Legally Required Disclosure. In the event that a party is required by law or legal process to disclose any of the trade secret or Confidential Information, that party shall provide the other with prompt oral and written notice, unless notice is prohibited by law (in which case such notice shall be provided as early as may be legally permissible), of any such requirement so that each party may seek a protective order or other appropriate remedy.

d) No Misappropriation of Trade Secrets/No Unfair Competition. ISO acknowledges and agrees that the names and addresses of LODESTAR's processors (or LODESTAR's processors') Merchants (those LODESTAR had independent of ISO’s referrals) and all other Confidential Information relating to those Merchants and customers, including but not limited to account numbers, leasing information, financial information and special needs, are provided in confidence and constitute trade secrets of LODESTAR and that the sale or unauthorized use or disclosure of any of LODESTAR' trade secrets obtained by ISO during its association with LODESTAR constitutes unfair competition. LODESTAR acknowledges that all customers and all other Confidential Information relating to Merchants brought to LODESTAR from ISO are ISO’s customers, and under this Agreement, only ISO can sell products or services to them. If LODESTAR engages in the unauthorized sales to these Merchants brought to LODESTAR from ISO, this constitutes unfair competition. Each party promises and agrees not to engage in any unfair competition.

e) Return of Confidential Information. Upon any termination of this Agreement, Each party shall surrender to the other all Confidential Information and materials furnished to it by the other and any materials developed during the course of the Agreement’s term including but not limited to the following: (1) all lists of Merchants and prospective Merchants, (2) forms,

office supplies, manuals and any other material previously furnished or made available by one party to the other.

6. TERM AND TERMINATION

6.1 Term. The term of this agreement shall be for an initial term of one year commencing on the date signed below (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive, additional one (1) year terms (each a “Renewal Term”) unless otherwise terminated. The Initial Term together with each Renewal Term shall be referred to herein as the “Term”).

6.2 Termination. Notwithstanding the above, the parties will have the following rights:

a) Automatic Termination. This Agreement will automatically terminate if: (i) Visa or MasterCard prohibits LODESTAR from providing, or prohibits Bank from allowing LODESTAR to provide, the services set forth in this Agreement; (ii) LODESTAR ceases to be registered as an independent sales organization with MiCamp or other registered ISO’s; (iii) Bank stops providing merchant services; or (iv) Bank is no longer a member of MasterCard or Visa.

b) Termination Without Cause. Either party may terminate this Agreement at the end of the Initial Term or any Renewal Term upon written notice of termination to the other party at least 90 days prior to the end of the Initial Term or any Renewal Term. LODESTAR may terminate this Agreement without cause on thirty (30) days prior notice to ISO.

c) Termination for Cause. Any party may terminate this Agreement upon the occurrence of an Event of Default, as defined below.

6.3 Event of Default. Each of the following occurrences will constitute an “Event of Default” under this Agreement:

a) Goodwill. ISO engages in any act or omission that may damage the reputation, business, or goodwill of LODESTAR in which case LODESTAR may terminate this Agreement on notice to ISO.

b) False Representation. Any representation or warranty made by ISO or any of its employees, officers, or directors proves to have been false or misleading in any material respect as of the date made, or becomes false or misleading at any time, then LODESTAR may terminate this Agreement with notice to ISO.

c) Breach. Either party fails to observe any material obligation specified in this Agreement.

d) Ability to Cure. Each of the failures outlined in 6.3(a), 6.3(b), and 6.3(c) have attached to them an ability to cure. If such failure is not cured within 30 days of receipt of written notice thereof from the non-breaching party, then these failures will constitute an “Event of Default.”.

6.4 Injunctive Relief. If either party breaches any of the Confidentiality Obligations of this Agreement, the other will suffer irreparable harm and the total amount of monetary damages for any injury to such party will be impossible to calculate and therefore an inadequate remedy. Accordingly, each party agrees and understands that upon its actual or threatened breach of any of the provisions contained in Section 4.1, each party shall be entitled to the immediate grant of injunctive relief without the requirement of posting a bond enjoining such actual or threatened violation by the other, or any person acting in concert with the other; and that each party may exercise any other rights and seek any other remedies to which they may be entitled to at law, in equity and under this Agreement for any violation of such obligations.

6.5 Post Termination Fees. The Fees payable to ISO under this Agreement will be due to ISO for as long as LODESTAR is deriving revenue from Bank in respect of any Merchant, unless: (i) this Agreement is terminated by LODESTAR due to a breach of the Agreement by ISO; or (ii) ISO is in breach of this Agreement (before or after termination of the Agreement), in which cases LODESTAR’s obligation to pay Fees to the ISO shall terminate.

6.6 Ownership of Merchants. The parties understand and agree that at all times: (i) LODESTAR has full ownership rights in the Merchant Agreements, (ii) LODESTAR may have the right to cause the Bank to assign Bank’s rights in all or any of the Merchant Agreements to any third party at

any time and for any reason, in accordance with the sponsorship agreement between Bank and LODESTAR, and (iii) ISO shall have a choice to, (A) continue to be paid under the Agreement with the concurrence of LODESTAR’s assignee or (B) pay ISO a single lump sum payment equivalent to the ISO’s pro rata share of the net consideration received by LODESTAR for its rights in the Merchant Agreements, reasonably calculated by LODESTAR, with prior notice to ISO. LODESTAR also has the right to terminate its sponsorship with Bank and enter into sponsorship with another Bank at any time and without consent of ISO.

7.0 INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1 Indemnification. ISO shall save, defend, indemnify, reimburse and hold LODESTAR, Bank and their respective affiliates, shareholders, directors, officers, ISOs and employees harmless for all suits, actions, proceedings, losses, claims, liabilities, damages, costs and expenses (including all costs and reasonable attorney’s fees) actually incurred in connection with any consultation, negotiation, or actual action, suit, claim, losses or proceeding to which LODESTAR shall be made a party by reason of:

a) the acts or omissions of ISO or any Sub-ISO or any of their respective affiliates;

b) violation of this agreement, applicable Rule, including, without limitation, any and all fines or fees imposed by Visa, MasterCard or any credit card association or payment network;

c) any fraudulent or dishonest conduct or misrepresentation of ISO or any Sub-ISO or any breach by ISO or any Sub-ISO of the terms hereof; or

d) taxes with respect to income received hereunder.

7.2 Selection of Counsel. In the event LODESTAR makes any claim under this provision, LODESTAR shall have the right (subject to its right of reimbursement hereunder), but not the obligation, to defend the suit with counsel of its choice. ISO agrees to cooperate in such an action. ISO agrees not to settle any claim for which indemnification hereunder may be sought without prior written consent of LODESTAR. If an attorney is employed by LODESTAR to enforce the terms of this Agreement, LODESTAR shall be entitled to recover its reasonable attorney’s fees (including reasonable fees for in-house attorneys) and court costs from ISO.

7.3 Limitation of Liability. Under no circumstances shall LODESTAR be liable for any indirect, consequential or punitive damages hereunder. Under no circumstances shall the aggregate liability of LODESTAR to ISO hereunder exceed the aggregate actual amount of Fees actually paid by LODESTAR to the ISO hereunder in the three (3) months preceding the event giving rise to liability.

7.4 Merchant Losses. One hundred percent of all losses due to Merchant fraud and chargebacks (collectively, “Merchant Losses”) incurred by LODESTAR or Bank will be borne by LODESTAR. Notwithstanding the previous sentence, or any other provision hereof, ISO will be liable to LODESTAR for any liability or loss incurred by LODESTAR or Bank arising out of ISO’s or any Sub-ISO’s breach hereof, negligence, fraud, intentional wrongdoing or submission of a Merchant application containing information that was in any way false or misleading.

7.5 Security Interest. At any time that ISO is receiving Fees from LODESTAR, LODESTAR shall have a security interest in any such commission(s) or incentives owed by LODESTAR to ISO. ISO agrees that, with notice to the ISO, such amount of Fees may be offset, utilized and applied to the payment of any outstanding accounts receivable balance or to satisfy any other of ISO’s obligations to LODESTAR or Bank under this Agreement including, but not limited to, the payment of monetary reimbursement to Merchants or sales representatives, or the legal expenses associated with any claims against LODESTAR or Bank for which ISO bears responsibility as determined by LODESTAR in its sole discretion following a thorough investigation of the facts and circumstances.

8. RELATIONSHIPS OF THE PARTIES.

8.1 Independent Contractor. It is understood that ISO is an independent contractor, and is not, and shall not be deemed to be, an employee of LODESTAR for any purpose. Nothing in this Agreement or the parties’ relationship shall be construed to give either party the power to direct and control the day-to-day activities of the other. The general conduct of work performed by

ISO and its representatives and/or Sub-ISOs under this Agreement shall be under ISO’s sole control. ISO further understands and agrees that ISO shall be fully responsible for all tax obligations related to the payment of all Fees earned by ISO hereunder. ISO is not entitled to workers compensation insurance, unemployment compensation insurance, pension or profit sharing or other benefits or rights of any kind or nature from or through LODESTAR or Bank. Nothing in this Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint ventures or as ISOs or employees of one another or as authorizing either party to obligate the other in any manner. ISO shall not (1) bind LODESTAR or Bank to any contract or agreement, (2) incur any obligation on behalf of LODESTAR or Bank, (3) release, assign or transfer any agreement, claim, security or any other asset of LODESTAR or Bank, (4) borrow or lend any money in the name of LODESTAR or Bank, or (5) submit to any claim or liability related to the Merchant Agreements, allow judgment to be taken or confessed against LODESTAR or Bank. ISO, being an Independent Contractor, shall not receive as compensation, or be reimbursed, for any of the following: (i) additional work materials other than provided by the required Rules, (ii) business facilities, telephone, automobile or any other equipment, (iii) any LODESTAR or Bank employee benefit, (iv) reimbursement for any other cost or expense incurred by ISO in its sales and marketing of the products and services on behalf of LODESTAR or Bank at LODESTAR’s or Bank’s direction.

8.2 Compliance with Third Party and Legal Obligations. ISO understands and acknowledges that all independent sales organizations selling or promoting Visa and MasterCard services must be properly registered with Visa and MasterCard, and that all ISOs associated with an LODESTAR must therefore comply with the Rules, including all federal, state and local laws that impose requirements on ISO when dealing with merchants pursuant to this Agreement. ISO shall be bound to comply with all Rules. Any failure by the ISO to comply with the terms of this Section shall constitute a material breach of this Agreement.

8.3 Independent Obligations. The parties’ independent obligations to comply with these legal and third-party obligations shall not be construed to give either party the power to direct and control the day-to-day activities of the other.

9. GENERAL PROVISIONS

9.1 Only Agreement. This Agreement supersedes all prior agreements and understandings between the ISO and LODESTAR and its directors, officers, shareholders, ISOs, ISOs or representatives and constitutes the whole agreement between the Parties hereto. ISO also represents that prior to this Agreement ISO was neither employed by LODESTAR or any of its affiliates nor has it acted in the role of independent contractor for LODESTAR or any of its affiliates.

9.2 Force Majeur. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

9.3 No Other Representations. Except as required by the Rules, this Agreement is the entire Agreement between the parties respecting the subject matter hereof and there are no representations, warranties or commitments other than those expressed herein.

9.4 Amendments and Waivers. No modification, amendment or waiver under this Agreement shall be valid unless in a writing and signed by the ISO and an officer of LODESTAR.

9.5 Notice. Any notices or other communications required or permitted to be given pursuant to this Agreement shall be sufficient if hand delivered or sent by regular or certified mail, return receipt requested, or by Federal Express or other nationally recognized express delivery service, (postage or other commercial delivery fees prepaid), or by facsimile transmission (provided that transmission is confirmed), to LODESTAR at its address appearing on the first page hereof and to ISO at the address appearing on the first page hereof or at such other address as a party may designate for such purpose by notice so given to the other party. Hand-delivered notices, notices sent by regular mail and notices sent by facsimile shall be deemed given and received

when actually received. All other notices shall be deemed given and received on the date of the first attempted delivery as shown on the certified mail or delivery service receipt.

9.6 Successors and Assigns. Each party may assign its rights and obligations hereunder to a third party so long as they ensure the assignee agrees to continue to honor the terms of this Agreement. Notwithstanding any other provisions in this Agreement, ISO may assign or sell its rights to its compensation under this Agreement to a third party; provided however, LODESTAR shall first have the right to purchase such compensation rights from ISO. In the event ISO seeks to sell its right to compensation to a third party, it shall provide LODESTAR with written notice of the material terms of the third party offer, and LODESTAR shall have fifteen (15) days within which to notify ISO if it will match said third party offer. If LODESTAR elects to match the third-party offer, ISO shall sell its rights to compensation to LODESTAR. In the event LODESTAR does not elect to exercise this right of first refusal, ISO may sell ISO's compensation to the third-party offeror on the same terms and conditions as set forth in the written notice to LODESTAR.

9.7 Governing Law, Choice of Law and Forum. This Agreement shall be construed in accordance with and governed by the laws of the State where LODESTAR has its principal place of business identified on the first page hereof without regard to conflicts of law principles. Any legal actions or proceedings brought to enforce the terms of this Agreement shall be filed in a court of competent jurisdiction within such state in the county where LODESTAR has its principal place of business identified on the first page hereof.

9.8 Attorney Fees. As a consequence of any action, suit or proceeding brought under this Agreement, the prevailing party shall be entitled to its costs, expenses, and if law permits, its reasonable attorney’s fees. In the event that LODESTAR retains an attorney to enforce compliance with the terms hereof or to collect any amounts owing from ISO hereunder, LODESTAR may deduct the fees for such attorney from amounts payable to ISO hereunder.

9.9 Scan Signature. This Agreement may be executed in counterparts, each which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by fax or the exchange of scanned copies of signed copies hereof, provided that ISO provides LODESTAR with an original signature within ten (10) days of the electronic copy.

9.10 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

9.11 Construction Capacity and Counsel. For purposes of construction, this Agreement will be deemed as being drafted by both parties, equally. ISO is executing this Agreement in its/his/her capacity as a business and not as an individual consumer. ISO has had opportunity to seek legal advice prior to the execution hereof.

IN WITNESS WHEREOF, this Agreement is executed by duly authorized officers of the parties and shall be effective as of the date appearing on the first page hereof.

ISO INFORMATION

BANKING INFORMATION:

PLEASE PROVIDE A VOIDED CHECK

FOR THE ACCOUNT TO WHICH YOU WANT MONTHLY RESIDUALS CREDITED

SCHEDULE A (REVENUE SHARE):

ISO shall be paid their respective split of all net residuals earned on all accounts boarded by ISO, effective as of the date of this Schedule A addendum

RESIDUAL COMPENSATION PLAN

All accounts boarded by ISO shall be paid a 50% split based on residuals received by LODESTAR.


All sales reps (sub-agents), merchants and channel partner commissions or rebates for accounts boarded by ISO shall be paid from ISO’s share of residuals on a deal by deal basis as determined by ISO.

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