Global Vacational Rental Accreditations, Inc.

TERMS AND CONDITIONS FOR

Global Vacational Rental Accreditations, Inc. (GVRA)

1. ACCEPTANCE OF AGREEMENT - Acceptance of this agreement by GVRA is expressly limited to the terms and conditions contained in this agreement. Any typewritten or handwritten portions of this agreement shall supersede and cancel any contrary or inconsistent printed portions of this agreement. Any additional or different terms in GVRA’s invoices, billing statements, acknowledgement forms or other documents are deemed to be material and are objected to without further notification by buyer , and shall be of no force or effect unless specifically agreed to in writing. Any of the following acts by GVRA shall constitute acceptance of this agreement and all of its terms and conditions: By accepting this agreement; delivery of any of the goods or services ordered; informing Buyer in any manner of commencement of performance; or returning GVRA's own form of acknowledgment. Except as otherwise agreed in writing, all tangible property (excluding the GVRA Database and related software) created or generated specifically for Buyer in the course of GVRA's performance under this order. GVRA and its licensers are, and shall remain, members of GVRA Database and divisions within the company contained by GVRA hereunder, including any and all intellectual property rights with respect thereto. Except as expressly set forth in the End-User License Agreements provided by GVRA with the goods delivered hereunder, nothing stated in these Terms and Conditions shall be deemed to grant, assign or otherwise transfer any rights, title or interest in the GVRA Database or related software to Buyer or any third party.

2. PRICE AND DELIVERY - (A) GVRA shall furnish the items called for by this order in accordance with the prices and delivery schedule specified on the face of this order. If prices and/or delivery dates are not so stated, GVRA shall offer its lowest prices or best delivery dates then prevailing for the same goods containing the same database content, scope and coverage and, upon written acceptance by Buyer such prices and delivery dates shall be deemed to have the same force and effect as if initially specified on this order. All prices shall include all applicable taxes, except sales and use taxes which are separately shown where applicable. (B) Time is of the essence to the Buyer and the delivery schedule specified on this order must be strictly observed by GVRA both as to time and quantities. Buyer is not obligated to accept partial deliveries or excess deliveries. Acceptance by Buyer of all or part of the items shall not constitute a waiver by Buyer of its claims arising from delays in delivery.

3. PACKING, MARKING AND RISK OR LOSS - All items shall be appropriately packaged, marked and otherwise prepared in a manner to obtain the lowest reasonable shipping rates unless contrary instructions are received in writing from Buyer. Buyer's acceptance shall be final on all shipments. GVRA shall bear all risks of loss or damage to items covered by this order until delivery of items to the carrier. GVRA will hold in strict confidence during and after the term of this purchase order the following information, materials, and data that have been disclosed by Buyer to GVRA that are not publicly available at the time they are disclosed to the GVRA or are not later disclosed by the Buyer or an authorized third party: Any and all technical and commercial information, market plans, strategy, customer lists, marketing, surveys and pricing data relating in any way to the materials or services to be furnished by the GVRA. GVRA will not use any such confidential information for any purpose, nor disclose it to anyone other than GVRA personnel, without prior written approval from Buyer, except as is necessary to fulfill its obligations or perform services as provided in this purchase order. In addition to the foregoing, GVRA shall take such reasonable further steps as Buyer may direct to insure the protection of confidential information.

4. INVOICING AND PAYMENT - Invoices, bills, receipts and/or statements will be sent electronically to the Buyer after payment has been received and/or sent by postal services upon the Buyers request. Payments made be made electronically or by postal services. Payment of invoice or bill shall constitute acceptance of the items and/or services ordered, and shall be subject to approval by GVRA and must meet the requirements of this order.

5. MARKING OF GOODS - All items delivered by any of our divisions will be marked by GVRA in an obvious location. Any items, which for any reason, are not marked by GVRA and which are marked with any trademark (including, without limit, will be the property of its owners and not GVRA. In no event will GVRA deliver or sell any such items so marked by third party without its consent, unless it is commonly sold in an open market and not used for distribution solely by GVRA.

6. INSPECTIONS - All inspections of vacation rental properties are to be inspected by GVRA or one of its divisions ( Star Rated Villas or national Association of Vacation Rental Properties) to ensure that the vacation rental property is up to the mandated laws governing that geographical area. All inspections will be performed by one of GVRA’s entities, members, or affiliate personnel trained by GVRA to perform the proper inspection and use the inspection form copy written by GVRA in order for the inspection to be legal to the standards of GVRA. In the inspection process it is mandatory for a representative from the company wishing to be inspected be present before, during and after the inspection is complete. Inspecting the vacation rental property takes time and this time must be allocated to both parties and must be agreed upon prior to inspection. Upon inspection, the Inspector must comply with all laws governing the state and/or county in which the property resides in. Once the inspection is complete, the inspector will need a signature from the Buyers representative in order for the inspection to be completely fulfilled. All items listed on the inspection form must be completed fully and any comments, notations and/or recommendations will be supplied to the Buyer in written or electronic form. No items, tests or requirement may be altered by either party during or after the inspection until it is finalized by both parties and if at any point written in consent of both parties acknowledgment. At the time of inspection, payment must be made, it is mandatory to have the payment on hand at the time of signature or a fee may be applied thereafter.

GVRA shall not be liable for any damages, occurrences and/or personal injury from the property during inspection that may result by personal gain or personal inspecting while both parties are present and thereafter. The rights granted to Buyer under this paragraph are in addition to any other rights or remedies provided elsewhere in this order or by law.

7. WARRANTIES - GVRA warranties that all information on its websites owned and operated by GVRA are the exclusive rights of GVRA and its members and/or affiliates associated with. Any other information regarding vacation rental properties that may be linked to GVRA and/or its websites are solely the rights of the owners of those sites and /or properties affiliated with those sites. GVRA warrants that the information contained within its websites are correct in description and may be verified by contacting GVRA in writing. GVRA does have the exclusive rights to advertise any and all properties within its websites and may promote the businesses thereof.

8. COPYRIGHTS - GVRA warrants that the GVRA Database does not infringe the copyrights of any third parties. Any and all information on GVRA websites are the sole copyright of GVRA. Nothing on any of GVRA websites or affiliates may be copied without written consent from GVRA and/or its affiliates. GVRA owns the copyright information on its code of ethics, Standards of Conduct and its paper materials in uses for inspectional purpose, recommendations, and/referrals used for the purpose of GVRA.

9. INDEMNIFICATION - GVRA and Buyer shall indemnify and hold each other from and against all liabilities arising out of the indemnifying party's negligence or failure to perform or comply with any of the terms and conditions of this Agreement, including liability for personal injury, product liability or services rendered. In the event a claim is instituted by a third party, the indemnifying party agrees to undertake, at its expense, the defense of both parties. Each party agrees to cooperate fully with the other in defending against such claims.

10. TERMINATION - If GVRA or Buyer materially breaches any of the terms or conditions set forth herein and fails to cure such a breach within thirty (30) days after receiving written notification of such breach from the non-breaching party, the non-breaching party may immediately terminate this agreement upon further written notification to the breaching party and may protect its interest by any means available to it.

11. FORCE MAJEURE - Neither Buyer or GVRA shall be liable for any failure to perform in accordance with the terms of this order due to act of war, sabotage, strikes, fires, freight embargoes, floods, explosions, epidemics or other causes or events beyond the control and without the fault or negligence of Buyer or GVRA. In the event GVRA is unable to perform due to any of the foregoing events, Buyer shall be entitled, in addition to its right to, terminate pursuant to paragraph 10 (Termination.

12. LIABILITY RESTRICTION - NEITHER GVRA NOR BUYER SHALL BE LIABLE OR OBLIGATED TO EACH OTHER UNDER ANY SECTION OF THESE TERMS AND CONDITIONS OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, LOST PROFITS, CONSEQUENTIAL OR PUNITIVE DAMAGES. THIS LIMITATION SHALL NOT IN ANY WAY LIMIT THE OBLIGATION OF EITHER GVRA OR BUYER TO FULLY INDEMNIFY THE OTHER WITH RESPECT TO THIRD PARTY CLAIMS AS PROVIDED FOR IN PARAGRAPH 9. [redacted]

13. RESTRICTIONS ON USE - The use of the copies of the GVRA Database delivered by GVRA hereunder shall be restricted to any outside members or affiliates of GVRA. All copies of the GVRA Database distributed by Buyer or its centers and sub-distributors shall include the End-User License Agreement provided by GVRA.

14. MISCELLANEOUS - (A) No course of dealing of Buyer nor any delay or omission of Buyer to exercise any right or remedy granted under this order shall operate as a waiver of any right of Buyer, and every right and remedy of Buyer provided herein shall be cumulative and concurrent, unless otherwise expressly provided herein, and shall be in addition to every other right or remedy provided for herein or now or hereafter existing in law or in equity or by statute or otherwise. (B) If any provision of this order is found to be illegal or otherwise unenforceable by any court or other judicial or administrative body, such provision shall be limited to the extent necessary so that it will not render this order unlawful or otherwise unenforceable and the remaining provisions of this order shall remain in full force and effect. (c) This order shall be governed by the laws of the State of Florida. (d) This order contains the entire agreement of the parties. No claimed change, modification, rescission or waiver shall be binding on Buyer unless in writing and signed by a duly authorized representative of Buyer.

Global Vacational Rental Accreditations, Inc (GVRA) Kissimmee, Florida 34758

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E. Daniel Pratts

President, CEO and Co-Owner

Susan Lyn Pratts

Vice President and Co-Owner

2007