1. BUSINESS TRAVEL ACCOUNT

This Agreement is between American Express Travel Related Services Company, Inc. ("we" and related words) and the business entity ("Company") whose name appears on the Application for an American Express Business Travel Account. We will establish, subject to our review and acceptance of Company’s Application and in accordance with the terms of this Agreement, a Business Travel Account in Company’s name. Upon Company’s request, we will assign individual account numbers under the Business Travel Account to certain of Company’s employees, departments, divisions or other business groups (individual account numbers, collectively with the Business Travel Account, are referred to in this Agreement as the "BTA"). By signing the Application and/or by utilizing the BTA, Company agrees to be bound by this Agreement. Company will only use the BTA to charge air and rail transportation tickets for business use through its travel agents. All amounts charged to the BTA, including without limitation purchases of air and rail transportation tickets, fees, and delinquency assessments, are "Charges".

2. Travel Agents

Company will instruct its travel agents ("Agents") in the use of the BTA and will provide Agents with a list ("List") of persons authorized by Company to use the BTA and will notify Agents of any changes to such List. Company shall resolve any unreconciled Charges directly with its Agent or the supplier providing services. We are not responsible for the acts or omissions of any travel agents, carriers, or other firms providing services.

3.Billing

We will send to Company a monthly statement ("Statement") listing all Charges to the BTA. Company agrees to pay us in full for all Charges upon its receipt of the Statement. American Express agrees to waive the annual fee for BTAs issued pursuant to this Agreement. This is a value of $150 per BTA.

4. Delinquency

Amounts shown on a Statement as "Payment Due Upon Receipt" which remain unpaid on the next billing date (approximately 30 days past the date of first billing) will be considered "Delinquent". American Express hereby agrees to waive Delinquency Fees. American Express and the State of California understand and agree that the payment of any overdue amounts shall be governed by the California Prompt Payment Act (California Government Code § 927 et seq.).

5. Miscellaneous

Company must notify us of Charges regarding returned or lost tickets of which Company has no knowledge within 60 days of the date such Charges first appear on a Statement. Company is liable to us for payment in full for all Charges, including without limitation Charges which result from the unauthorized use or misuse of the BTA by any Agent other than us, any person currently or formerly employed by Company, any person currently or formerly included on a List, or any person who at any time was given access to a BTA account number or authorization to use the BTA by Company.Either party may terminate this Agreement at any time upon written notice to the other party. This Agreement will continue to apply to Charges and any other obligations incurred under this Agreement prior to its termination. We may cancel or suspend the BTA or any individual account number at any time with or without cause and without prior notice to you.

This Agreement constitutes the complete understanding between the parties with respect to its subject matter and all prior or contemporaneous oral and written communications or agreements are superseded. We may change this Agreement at any time upon 15 days prior written notice to Company. Company will notify us of any changes in the status of any employee or other entity to whom an individual account number has been assigned under the BTA. We will notify Company of changes to the terms of certain insurance programs available to persons using the BTA. Company agrees to notify all persons authorized to use the BTA of any such changes. The BTA is not eligible to participate in the Membership Rewards Program. No failure to exercise and no delay in exercising any right or power under this Agreement shall constitute a wavier of such right or power. THIS AGREEMENT AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. Neither party may assign this Agreement without the prior written consent of the other party, except that we may, without your consent, assign this Agreement to our parent, subsidiaries or affiliates.

By: _______________________________________

Name: _____________________________________

Title: ______________________________________

By: _______________________________________

Name: _____________________________________

Title: ______________________________________