TeleCharge, Inc. - 019
100 E. Thousand Oaks Blvd., Suite 233. Thousand Oaks, CA 91360

We are pleased to consider your application for enrollment in the TeleCharge Credit Card Acceptance Program, allowing you to accept Master Card and Visa credit cards from your customers. You will be receiving the designated company charge slips in which to record your sales and credits.  Carefully follow the processing instructions printed on the reverse of each Charge Slip.

BEFORE YOU CAN START USING THIS PROGRAM, you must complete, sign, and return this Agent Agreement to TeleCharge, together with a voided check and the application fee. Once your agent account is approved, this will allow us to activate your TeleCharge account and record your bank account information so that we can electronically transfer the net proceeds of your sales directly to you.

TO CONFIRM THAT YOUR ACCOUNT IS ACTIVE:  Allow for mail delivery, fax receipt or phone call from TeleCharge, then call the authorization Line at 1-800-492-1132. When prompted, enter your Identification Number (your social security number or specified nine-digit number). If your account is active, you will be prompted to enter a credit card number. You may then proceed with a transaction, or simply hang up before continuing. If you have any questions, please call Customer Service at (800)205-8122.


This Agent Agreement ("Agreement") is entered into by and between TeleCharge Inc. ("Company") and the individual or business ("Agent") shown on the Agreement Addendum below. Under the terms of this Agreement, Agent will sell certain products for the Company ("Products").


1. Authorized Products. Agent may only sell products authorized on the Agreement Addendum.

2. Customer Payment. Agent may accept payment for Products via personal check, business check, bank draft, or approved credit card.

3. Charge Slips. All sales made for the Company must be detailed on the designated Company Charge Slip. All Charge Slips must be signed by Agent's customer in the space provided, or if the order is by phone or internet, write that in the space provided. All Charge Slips must be for sales of authorized Products originated by Agent only. Any other individual or company wishing to sell Products for Company must apply separately and be approved as an Agent. No commissions will be paid to Agent for sales originated by anyone other than Agent. Commission paid to Agent may be reversed up to 12 months after the date of a sale if it is determined by Company that the sale was not originated by Agent, that the Charge Slip included the sale of unauthorized Products, or that any information on the Charge Slip was materially incorrect.

To order additional Charge Slips send check, money order, or credit card number. Packages of 3 part hand-written charge slips; 25 for $5.00, 50 for $10.00 or 100 for $17.50. Packages of imprinter slips; 50 for $7.00 and 100 for $10.00 (to use with manual imprinter). All prices include shipping, handling and tax.
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4. Credit Card Sales. Company will provide an "800" number to obtain an Authorization Code ("Authorization") for each credit card sale. The cardholder name, address, phone number, credit card number, expiration date, and authorization must be clearly printed in the designated placed on the Charge Slip.
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5. Payments to/from Agent. Payments due to Agent will be sent to Agent on the fourth business day after receipt by Company of a properly (as outlined in number four) completed Charge Slip (i.e. if the company charge slip is received on a Monday, then the funds, less the processing fee, will be deposited that Friday into the designated agent checking account). Payment will normally be transferred to Agent through an Automated Clearing House ("ACM") transfer of funds, but may on occasion be paid via Company check. With either method of payment, Agent should expect receipt of funds within 4 business days of receipt of Charge Slip by Company. Agent will maintain a checking account ("Account") at a banking institution which will process debit or credit ACM transactions. Both payments to ("Credits") and from ("Debits") Agent will be processed through the Account. Agent agrees to keep funds in the Account sufficient to cover any Debits authorized by this Agreement. Agent will forfeit any payments due from Company by closing or changing the Account without written notice to Company. Agent will be solely responsible for all fees and costs associated with the Account and for all overdrafts. There will be a $25.00 charge assessed for any rejected ACM debit.

6. Product Returns. Company must authorize all Product Returns. The amount of any credit will be debited from the Agents' checking account.

7. Disputed Sales. If Company is made aware by any means that an Agent's customer ("Customer") is, or may be, dissatisfied in any way with any part of a transaction, the Company may at its discretion give Agent up to 48 hours to satisfy the Customer. If Company determines the Customer has not been satisfied, Company may refund the original Charge Slip amount to the Customer and Debit the Account for the Charge Slip amount.

8. Representations and Warranties. Agent represents that all of the disclosures in its application to Company are true, accurate and complete and do not omit any information necessary to make such disclosures not misleading to Company. As to each Charge Slip delivered to Company, and as to the transaction evidenced thereby, Agent represents and warrants to Company that (i) the Charge Slip represents a bona fide sale of authorized Products, originated by Agent in compliance with this Agreement, (ii) all Charge Slips are free from any alteration not authorized by Customer, (iii) the transaction is in compliance with all applicable laws, ordinances, and regulations, (iv) the Products represented by any Charge Slip have not been pledged as collateral for payment of any indebtedness or obligation of Agent or any other person, and (v) Agent has no knowledge or notice of information that would lead it to believe that the enforceability or collectability of any Charge Slip is in any manner impaired. In addition to the preceding, Agent expressly represents and warrants to Company that the signature on each Charge Slip for any credit card transaction with or without a Card present, such as in a mail, telephone, or pre-authorized transaction, is that of the proper Cardholder, and that the information on the Charge Slip, including without limitation the Customer's account number and Card expiration date, is accurate and correct. Failure by Agent to provide Company with requested documentation within five (4) business days after receipt of such request may result in the transaction being charged back to Agent, and Company shall have the right to Debit the Account for the amount of the transaction in question.

9. Waiver. Except as specifically set forth in this Agreement, Agent hereby-waived demand for payment, and any other demand or notice in connection with any Charge Slip.
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10. Indemnity. Agent agrees to and hereby does indemnify and hold Company and its affiliates harmless from and against any and all losses, liabilities, claims by Customers or other third parties, and damages of any and every kind (including without limitation reasonable attorney's fees) to which such parties may be subjected arising out of or attributed, directly or indirectly, to: (i) any non-compliance by Agent with this Agreement; (ii) any return of goods, non-receipt of goods, price adjustment or other dispute with or claim by a Customer (whether or not such Customer's claims or demand is valid), or any Charge Slip submitted to Company differing from the Original; and (iii) any chargeback that arises from the credit card transactions that are subject to this Agreement.

11. Disclaimer; Limited Liability. Company has the right to limit the weekly or monthly sales volume acceptable to an Agent in its sole discretion. Company may establish or modify a maximum individual transaction value acceptable from any Agent.

12. Rules and Operating Procedures. Agent agrees to observe and comply with all Rules and Operating Procedures as in effect, and with such other procedures as Company may prescribe. Company may modify and supplement the Operating Procedures at its discretion.

13. No Disclosure of Cardholder Information (Credit Card Transactions). Agent shall not sell, provide, exchange, or otherwise disclose to third parties (other than to Agent's contractors for the purpose of assisting Agent in completing a transaction or as specifically required by law) any Customer's credit card account number or expiration, nor any other information about the Customer or Customer's credit card account, without obtaining the prior written consent of the Customer on a document other than the Charge Slip. These prohibitions shall be applicable to any and all forms, documents and media in which such account numbers or other information may be set forth or stored (including as examples but without limitation: Charge Slips, carbon copies and photocopies), and Agent shall utilize storage and disposal procedures that will prevent any improper disclosure of such account numbers and other information.

14. The Entire Agreement. This Agreement represents the entire understanding between Agent and Company with respect to the matters contained herein. The company has the right to change any fees or procedures at any time without notice.

15. Term; Termination. The original term of this Agreement shall commence with the Company's receipt and approval of the Agreement, and it shall continue indefinitely until either (I) terminated by Agent giving 30 day written notice of non-renewal to Company, or (ii) terminated by Company by giving written notice to Agent (such termination by Company to be effective as of a date set forth in such notice or, if no such date is set forth, to be effective as of the date such notice is received by Agent). In addition to its other rights hereunder, Company may terminate this Agreement at any time upon notice to Agent as a result of any of the following events: (I) any non-compliance by Agent with this Agreement or its Rules and Operating Procedures, or unprofessional business practices, (2) any voluntary or involuntary bankruptcy or insolvency proceeding involving Agent, or (3) Company deems Agent to be financially insecure.

16. Parties. This Agreement shall be binding on and insure to the benefit of the parties hereto. In providing products and services to Agent, Company shall not be acting in the capacity of Agent's partner, or joint venturer, and shall act as an independent contractor. Agent shall not assign this Agreement without Company's prior written consent.
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17. Governing Laws; Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of California. This Agreement has been accepted in and shall be performable for all purposes in California. Any action, proceeding or litigation relating to or arising from this Agreement shall be brought in California. Agent shall be liable for and indemnify Company for attorney's fees and expenses incurred by Company in the enforcement of Agent's obligations hereunder.

18. Notices. Unless otherwise expressly stated in this Agreement, all notices, reports, and other documents provided for in this Agreement shall be deemed to have been given or made when delivered in hand and a receipt granted, or three (3) days after being sent by United States mail, and addressed to such party at the address appearing herein below, or as changed through written notice to the other party.

19. Force Majeure. Company shall not be liable for delays in processing payment to Agent or other nonperformance caused by such events as fires, telecommunications, utility or power failures, labor strife, riots, war nonperformance of Company vendors or supplier, acts of God, or other causes over which Company has no reasonable control.

20. Effectiveness. This Agreement becomes effective upon approval by Company of this Agreement, which is signed by Agent and accompanied by a voided check.

A. Enrollment Fee. Agent agrees to pay Company a non-refundable enrollment fee of $295.00

B. Administrative Fee. An Administrative Fee will be charged by the Company for each sale and credit transactions. The fee of 3.15% shall be deducted from the gross sale or credit, and the Agent's portion of gross sale or credit shall be deposited or deducted into/from the designated Account, less a transaction fee of .30 cents. Credit cards that are foreign or corporate credit cards will have a sale and credit administrative fee of 4.15% and a transaction fee of .30 cents.

C. Processing Time. Company agrees to deposit net proceeds of each approved sales transaction into Agent's Account within five (5) business days of receipt of an accepted Charge Slip (see number four under rules and operating procedures).

D. Sales Restrictions. Agent understands and agrees that as Agent for Company, Agent may only submit Charge Slips for Products (products, services and sales aids) manufactured by i) the Company designated in the Agreement Addendum below, or ii) one of its approved sales aid vendors. All other sales, unless otherwise stated in writing, are not authorized and can result in immediate termination of this Agreement. All sales must be called in for authorization within 7 days of actual sale date, or company may refuse to process sale.

E. Credit Card Transaction Limits. Sales involving payment by Credit Card are limited to a maximum amount per transaction of $50.00. Also, Company will only accept up to $1,000.00 per month per Agent in Credit Card transactions.
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F. Monthly Access Fee. Agent agrees to allow a Monthly Access Fee to be debited from their bank account. The Monthly Access Fee of $10.00 will be debited from the account on the fifteenth business day of each month or portion of month that the Agents account is active. If said transaction cannot be processed, agent's authorization to utilize this service will be deactivated until payment is received for each Monthly Access Fee not collected plus a $50.00 reactivation fee. Termination of Agent's account must follow guidelines outlined in paragraph 15 herein.
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G. Chargebacks. Agent agrees to pay a chargeback fee to company in the amount of $15.00, per chargeback. Agent understands that an imprinter is a manual piece of equipment they have the option to purchase for an additional fee of $40.00 from TeleCharge, Inc. Agent understands that an imprinter will help the agent in case of a chargeback case, however, will not guarantee that a chargeback will not occur.


Agent agrees under the terms of this Agreement to only submit Charge Slips for products manufactured by ________________________________________________________________
(Agents Company) and that all other sales are not authorized and can result in the immediate termination of this Agreement (see paragraph D).

In order to electronically transfer the net proceeds of sales to your bank, please designate the appropriate checking account (as defined in paragraph 5 above) by providing the corresponding Bank name and account number below:

Bank Name ____________________________

Account #______________________________

Bank Phone #_____________________________

Driver's License #________________________

Agent hereby authorizes Company to: (i) present Automated Clearing House (ACH) Credits for the payment of amounts due from Company; and (ii) present ACH Debits for payment of amounts due to Company arising from this Agreement. This authority shall begin on the date shown below and is to remain in full force and effect until Company has written notification of its termination, in such time and in such manner as to afford Company reasonable opportunity to act thereon.

Agent gives the permission of TeleCharge, Inc. to run a credit check on agent in order to confirm the agent is of credit worthiness.

IN WITNESS WHEREOF Agent accepts and agrees to all procedures, provisions, terms, and conditions described in this Agent Agreement and Addendum.

Name (Printed)_________________________

Social Security #_______________________

Signature_____________________________ Date___________

Revised 2/15/99..