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1 Phone: PAYMAX SETUP KIT GET A FREE ACCOUNT IN MINUTES Welcome to Paymax! Now you can join other successful trucking companies and enjoy the benefits of a profitable and growing trucking business. Fax or us your freight bills & get cash now! Paymax is the fastest way to get paid for your freight bills. Once you activate your free account, you will be approved to receive payment-in-full for your loads on the same day you deliver them. Just fax or your freight bills to us after delivery and we'll send cash to you within hours. We offer several payment methods for your convenience: Choose from wire transfers, ACH Deposits, Comchek Express Codes, or Comdata fuel cards. It's that simple. Free invoicing, collections services, fuel discounts & more. Paymax clients never worry about customers who don't pay. We provide invoicing and collection services for free. Clients get discounts on fuel at leading national retailers, free Comdata fuel cards, and more all with no annual or monthly fees. We'll be here when you need us. No strings attached. You can use Paymax once a day, once a month, or once a year the choice is yours! We won't force you to send us freight bills, or charge you monthly fees. There is no obligation. Just choose which customer accounts you would like us to handle for you, and bill your other customers directly. Common-Sense Account Setup. Ready to get started? Activating your new Paymax account is fast and easy! Just fax us the documents listed below and we will take care of the rest. You will be ready to start receiving payments in minutes. Fax the documents listed below to and start today! Paymax Funding Agreement (6 Pages) If you are a Sole Proprietor (DBA), please include: Paymax Notice of Assignment Copy of Utility Bill (Listing Physical Address) Completed IRS Form W9 Copy of Social Security Card Copy of Operating Authority Copy of Driver's License If you are a Corporation or LLC, please include: Copy of Voided Check from Business Account Articles of Incorporation (Or Similar, Listing Owners) Insurance Certificate We're here to help you. Just get in touch. Thank you for choosing Paymax. Our friendly team of highly skilled professionals are here to help you. Call us today at to learn more about your new Paymax account. We appreciate the opportunity to earn your business, and look forward to talking with you soon!

2 PAYMAX FUNDING AGREEMENT P a g e 1 SECTION A: CLIENT INFORMATION Full Legal Name of Company: Other Trade Names: Prior Business Name(s): Business Structure: Years in Business: Corporation Limited Liability Company Sole Proprietor (DBA) Partnership Principal Owner: Title: Authorized Contact: Title: Social Security Number of all Principals or Partners: Street Address: City: State: Zip: Office Phone: Cell Phone: Address: Estimate amount to factor each month: $ USDOT Number: MC Number: # of Trucks: # of Drivers: Please answer the following questions (Yes or No): Have you or has your company ever filed for bankruptcy? YES NO Do you or does your company have any past due Federal or State Taxes? YES NO Are there any UCC filings against you or against your company? YES NO Are there any liens against you or against your company? YES NO Have you or has your company ever used a factoring company? YES NO Are you or is your company currently using a factoring company? YES NO THE FOREGOING INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND IS GIVEN TO INDUCE PAYMAX LLC (PAYMAX) TO CONSIDER ENTERING INTO A FACTORING ARRANGEMENT WITH THE COMPANY. I HEREBY AUTHORIZE PAYMAX AND/OR ITS AGENTS AND ASSIGNS TO VERIFY AND INVESTIGATE ANY AND ALL OF THE FOREGOING STATEMENTS AND HAVE PAYMAX PERFORM A UCC SEARCH AND FILING(S). AGREED AND CONSENTED TO: Print Name: Signature: Company Name: Date:

3 PAYMAX FUNDING AGREEMENT P a g e 2 SECTION B: FUNDING GUIDELINES In order to ensure fast and dependable service, we ask clients to please be aware of the following terms and conditions of your Paymax account (subject to change without notice): FUNDING: Paymax will fund clients a determined amount of each freight bill submitted, net of any advances and/or fees held against the bill by client's customer. To obtain funding, client agrees to provide Paymax with a) a legible and complete rate contract/rate confirmation for the shipment, and b) legible and complete copies of bills of lading for delivered and complete shipments which have been signed by all applicable consignees/receivers, along with any and all applicable documentation required to obtain payment for the shipment from their customer. Client may send paperwork by any convenient means to Paymax for payment (i.e. Fax, , truck stop scanning, etc.). Client agrees to forward all original bills of lading to Paymax within seven (7) business days. FREE CREDIT INFORMATION: Paymax will provide clients with free credit information as to the funding status of client's customers and/or prospective c u s t o mers. Clients may call or a n d provide Paymax with contact information for the customer. Paymax will research the status of the customer at no charge and advise client of the funding status of the customer. The funding status will be reported to clients as either Approved or Denied. Paymax will not provide funding for loads delivered on behalf of Denied customers. We encourage clients to check the funding status of their customers before moving freight for them. CUSTOMER-BY-CUSTOMER BASIS: Paymax will not force clients to send freight bills to us. We do expect that once a client begins to use our service for a particular customer that all freight bills for that customer will be sent to us until we are notified otherwise. If you choose to discontinue using our service to fund shipments which you deliver for a particular customer, we will remove that customer from your Paymax account at no charge upon receipt of a written request from you, and upon satisfaction of any obligations owed to Paymax by the customer. NON-FACTORED LOADS: Paymax will take all possible steps to provide funding to clients for every freight bill submitted to us. Unfortunately, from time to time we may not be able to provide funding for certain freight bills. Paymax reserves the right to delay funding for shipments which have been double-brokered, damaged, picked up or delivered late, deemed subject to claim, received under protest, delivered with shortages, or for any other reason. To avoid funding delays we suggest that any problems, w h i c h m a y a r i s e d u r i n g s h ip m e n t s, are immediately communicated to your customer. If Paymax is short-paid by one of your customers on a freight bill, w h i c h was funded by us, we reserve the right to deduct the short-paid amount from a future settlement. In the event that we are unable to provide funding for a certain shipment, we will be happy to invoice your customer for you at no charge- we will not charge funding fees for these shipments. NOTIFICATION: Prior to receiving funding from Paymax, Client agrees to notify Paymax of any: known or suspected damages, potential claims, shortages, late deliveries/pickups, or of any other issues which may affect the timely and full payment of the freight bill. Notifications can be made via telephone or . Should client receive funding from Paymax for a shipment which is later found to be subject to non-payment or short-payment due to non-performance of the client, fault of the client, or for any other reason, client will reimburse Paymax the amount of the short-payment up to the full amount of the invoice within five (5) business days. ADVANCES: Clients are free to draw advances from customers against the balance of their shipments prior to receiving funding by Paymax, provided that the advances are for no more than fifty percent (50%) of the gross amount of the amount payable for the shipment, and that any and all advances are taken following the issue of a rate contract/rate confirmation for the shipment and following the pickup of the shipment by the client. Clients may not draw advances or other payments of any kind from customers for shipments once they have received funds from Paymax for those shipments. Should client violate this policy, client will reimburse Paymax the full amount of any advances received. Paymax reserves the right to charge client a collections fee up to the maximum amount allowed by law. MISDIRECTED PAYMENTS: It is possible that clients may from time to time receive payment from customers for shipments that have been previously funded to the client by Paymax. Should client receive payment which rightfully belongs to Paymax, client agrees to notify Paymax and forward the payment to Paymax within two (2) business days. AGREED AND CONSENTED TO: Print Name: Signature: Company Name: Date:

4 PAYMAX FUNDING AGREEMENT P a g e 3 SECTION C: TERMS & CONDITIONS 1. Purpose and Definitions. The purpose of this Agreement and the financing provided herein is commercial in nature and is not for household, consumer, family and/or personal use. The following terms used herein shall have the following meaning. All terms not herein defined shall have the meaning set forth in the Uniform Commercial Code: Account- all Accounts as defined in the Uniform Commercial Code and all goods represented therefrom, including the right of stoppage in transit, replevin and reclamation. Cancellation- The Agreement may be cancelled by Seller at any time pursuant to the Term. Provided that all Obligations have been fulfilled. Purchaser may cancel this Agreement upon 10 days notice to Seller. Closed- a Purchased Account is closed upon the first to occur of (a) receipt of full payment by Purchaser Account Debtor, or (b) the unpaid face amount of the Purchased Account has been charged to the Reserve Account pursuant to this Agreement. Collateral- All Accounts, Equipment, Inventory, Deposit Accounts, Chattel Paper, Electronic Chattel Paper, Letters of Credit, Letter of Credit Rights, Investment Property, Instruments, General Intangibles, all monies held in the Reserve Account, all books, records, files and computer data relating to the foregoing, and all products, profits and proceeds of the foregoing. Dispute- any dispute or claim, bona fide or not, as to the price, terms, amount, quantity, quality, setoff or other defense to payment asserted by an Account Debtor to any Account. Eligible Account- an Account, which means a right to payment for goods sold or services rendered, which is acceptable for purchase as determined by Purchaser in the sole exercise and discretion of its credit and/or business judgment. Event of Default- shall have that meaning as set forth in Paragraph 6 herein. Factoring Fee- the Factoring Fee Percentage multiplied by the face amount of a Purchased Account at the time of purchase by Purchaser, for each Factoring Fee Period or portion thereof, that any portion thereof remains unpaid, computed from the end of the Initial Fee Period to and including the Late Payment Date. Factoring Fee Percentage / Initial Fee- 5% Late Charge- If an invoice has not been paid before the Late Payment Date, Purchaser may charge 5% of the gross invoice to Seller. N/A Late Payment Date- the date which is Ninety (90) days from the date in which a Purchased Account was purchased. Minimum Monthly Amount and Minimum Monthly Fee N/A Misdirected Payment Fee- fifteen percent (15%) of the amount of any payment on account of a Purchased Account which has been received by Seller and not delivered in kind to Purchaser on the next business day following the date of receipt of Seller. Obligations- all present and future obligations owing by Seller to Purchaser whether or not for the payment of money, whether or not evidenced by any note, invoice or other instrument, whether direct or indirect, absolute or contingent, due or to become due, joint or several, primary or secondary, liquidated or un-liquidated, secured or unsecured, original or renewed or extended, whether arising before, during or after the commencement of any bankruptcy case in which Seller is a debtor, including but not limited to any obligations arising pursuant to letters of credit or acceptance transactions or any other financial accommodations. Purchased Accounts- Accounts purchased under this Agreement which have not been closed. Purchase Limit- The maximum amount of accounts Purchaser will agree to purchase under this Agreement. Reserve Account- a bookkeeping account on the books of Purchaser representing an unpaid portion of the purchase price paid for the Purchased Accounts, maintained by Purchaser to ensure Seller s performance with this Agreement. Repurchase Of Accounts - Purchaser may require that Seller repurchase, by payment of the then unpaid Face Amount thereof, together with any unpaid fees relating to the Purchased Account on demand, or, at Purchaser's option, by Purchaser's charge to the Reserve Account after an account remains unpaid beyond the Late Payment Date. Non-Recourse Any account purchased from the Seller cannot be charged back in the event of default from the Account Debtor in the form of bankruptcy or insolvency. Schedule of Accounts- a form acceptable to Purchaser from time to time wherein Seller lists such of its Accounts which it requests that Purchaser purchase under the terms of this Agreement. Service Fee - A fee charged each month for the servicing of Seller s account. N/A Term This Agreement has no stated contract length. A $100 buyout fee without 30 days written notice is required in the event of a buyout. Purchaser reserves any rights to add reasonable fees as required for buyout transactions. UCC Definitions- All capitalized terms or other applicable terms not defined herein shall have that meaning as set forth in the Uniform Commercial Code ( UCC ), as adopted in the State of Texas. Undisclosed Advance Fee- the greater of $ or Ten percent (10%) of the amount of any account that has been sold to Purchaser by Seller whereby any monies have been advanced against the account and not otherwise disclosed in writing to Purchaser by Seller prior to purchase of said account.

5 PAYMAX FUNDING AGREEMENT P a g e 4 2. Purchase of Accounts, Reserve, Fees, Charges and Expenses Seller shall sell to Purchaser as absolute owner, with non-recourse, all of Seller s Eligible Accounts as are listed periodically on a Schedule of Accounts. Each Schedule of Accounts shall be accompanied by such documentation which support and evidence the Account as Purchaser may request. Purchaser is not under any obligation to purchase any Account from Seller Purchaser may, in its sole discretion make advances to Seller against the purchase price of Eligible Accounts, in amounts in Purchaser s sole discretion, of up to 95% of the Account, up to the Purchase Limit Purchaser reserves the right to set aside in the Reserve Account an amount up to 10% of the gross face amount of all Accounts purchased and not Closed as security for the payment and performance of the Obligations. Provided that there is no Event of Default, the Funds in the Reserve Account shall be released upon Purchaser s discretion. Purchaser may change the percentage of the Reserve Account amount at any time in its sole discretion. If Applicable Factoring Fees. Seller shall pay to Purchaser the following fees: The Factoring Fee on the last day of each applicable Factoring Fee Period until a Purchased Account is Closed Other Fees pursuant to this Agreement upon Purchaser s demand The Late Charge, upon Purchaser s demand on all past due amounts due from Seller to Purchaser under this Agreement. N/A Charges, Costs and Expenses. Purchaser will charge Seller s account for Purchaser s out of pocket costs, wire transfers, and Seller will reimburse Purchaser for exchanges on checks, charges for returned items and all other bank charges. Seller also agrees to promptly pay all fees, costs and expenses (including, without limitation, attorney s fees, and allocated costs of internal counsel) incurred by Purchaser in connection with the negotiation, creation, administration and enforcement of this Agreement or any related instruments, documents or agreements, including the negotiation and documentation of any waivers, forbearance, amendments, extensions or other modifications relating to this Agreement or any such related agreements, and all fees, costs and expenses will be part of the Obligations, will be payable on demand and will be secured by the Collateral. Purchaser may also, at Purchaser s option, charge Seller s account and deduct from the Reserve Account to satisfy the Obligations. 3. Operational Matters All Account Debtors of Accounts purchased by Purchaser shall be instructed to make payments to Purchaser. All invoices sent to any Account Debtor shall bear a legend, in a form acceptable to Purchaser in its sole discretion, which reflects that the Account has been sold and assigned to Purchaser. If any invoice rendered to any Account Debtor by Seller fails to contain such legend, then as liquidated damages, Seller shall pay to Purchaser the Missing Notation upon demand by Purchaser. Purchaser may send Account Debtors a monthly statement itemizing their activity during the preceding month Seller shall repurchase from Purchaser any Purchased Account if any of the foregoing have occurred: a) if the failure to pay an Account is because of a Dispute; b) if Seller has breached any warranty, representation, covenant, or Obligation in this Agreement or in any Schedule of Accounts; c) Upon the condition of any Event of Default; or d) if any Purchased Account fails to pay Purchaser within ninety (90) days from the date such Account is Purchased. Customer/Debtor insolvency relieves Seller s obligation to repurchase from Purchaser after 90 days from the date such Account is Purchased Seller shall, within forty eight (48) hours notify Purchaser in writing, of any Dispute. Purchaser is under no obligation to investigate the validity of any Dispute Once Purchaser has purchased an Account, Purchaser shall own the Account. Should Seller receive payment on any Account purchased by Purchaser, it shall on the next business day deliver the payment or check, in kind to Purchaser, even if the payment or the check includes Accounts not purchased by Purchaser. Purchaser shall refund the difference, subject to deduction for any of the Obligations. Failure to deliver the payment or check, in kind, damages in the form of the Misdirected Payment Fee In order to carry out this Agreement, Seller grants authorization and irrevocably appoints Purchaser its power of attorney, coupled with an interest, to: a) notify Account Debtors that Seller s Accounts have been assigned to Purchaser; b) direct Seller s Customers to make payment of all Accounts directly to Purchaser; c) strike out Seller s address and note Purchaser s address on all Accounts mailed to Customers; d) receive, open and dispose of all mail addressed to Seller, or Seller s fictitious trade name, via Purchaser s address; e) endorse the name of Seller, or Seller s fictitious trade name, on any checks or other payment instruments or mechanisms, that may come into possession of Purchaser on Accounts purchased by Purchaser or pursuant to default on any documents relating to the Accounts or the Collateral; f) compromise, prosecute or defend any action, or claim as to any Account; g) in Seller s name, or otherwise, demand, sue for, collect and give releases for any and all Accounts; h) do any and all things necessary to carry out the purpose of the Agreement and to protect Seller s and Purchaser s interest in the Collateral; and (i) after an event of default, to change the address for delivery of mail to Seller and to receive and open mail addressed to Seller. Seller shall indemnify and hold harmless Purchaser, as well as Purchaser s officers, employees and designees, against any claims and demands, arising from the collection of any of the Accounts or the exercise of any rights against any of the Collateral by Purchaser or Purchaser s officers, employees and/or designees Purchaser will render (or provide online) a statement of account at the end of each month if requested. Unless Purchaser receives from Seller a written exception to any statement of account within thirty (30) days after the statement is rendered (or available if online) the statement of account shall be deemed an account stated Seller authorizes Purchaser to accept, indorse and deposit on behalf of Seller any checks tendered by an Account Debtor in full payment of its obligations to Seller. Seller shall not assert against Purchaser any claim arising there from, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller s claims under Sec of the UCC.

6 PAYMAX FUNDING AGREEMENT P a g e 5 4. Grant of Security Interest and Authorization to File Financing Statements As an inducement to enter into this Agreement, and in order to secure the Obligations, Seller hereby grants Purchaser a senior security interest in all of the Collateral. Notwithstanding the creation of the above security interest, the relationship of the parties shall be that of purchaser and seller of Accounts, and not that of lender and borrower. Seller hereby authorizes Purchaser to file all documents it deems necessary to perfect Purchaser s security interest in the Collateral, including but not limited to, UCC-1 Financing Statement(s). 5. Representations and Warranties Seller represents and warrants that: a) the execution, delivery and performance of this Agreement and all documents or agreements related to this Agreement by Seller, to the extent to be executed, delivered or performed by Seller, have been duly authorized by all necessary action by Seller; b) this Agreement and any instrument or agreement required hereunder to be given by Seller, when executed and delivered by an authorized representative of the Seller, will constitute the legal, valid and binding obligations of Seller, in accordance with their respective terms; c) it is solvent, duly organized, validly existing and in good standing within the state it is organized, is validly existing and in good standing in all states in which Seller is doing business, and is properly insured pursuant to applicable law and to prudent levels; d) Seller has the full power and authority to transact the business in which it is presently engaged or presently proposes to engage; e) each Account purchased by Purchaser is and will remain a bona fide obligation created by the sale and delivery of goods or rendition or services, does not involve either sales to any entity which is affiliated with Seller or sales that in any way could be construed as not constituting arm s length transactions, and each Account is unconditionally owned by Seller; f) each Account purchased by Purchaser will be paid to Purchaser when due without defenses, disputes, offsets, counterclaims, rights of return or cancellations, and is not double brokered; g) Seller will not factor or sell its Accounts except to Purchaser will not grant or allow any liens to encumber any of the Collateral; i) Seller intends to use the proceeds from the sale of the Accounts to Purchaser solely for business or commercial related purposes; j) Seller shall notify Purchaser in writing prior to any change in Seller s name, address, use of additional trade names or proposed change in any of the officers, principals, partners and/or owners of Seller; and k) Seller shall not change its form of entity. Seller agrees that, at the sole expense of Seller, Purchaser or its designee shall have access to Seller s premises, to all premises where the Collateral is located for the purpose of inspecting (or removing, if after an Event of Default), any of the Collateral, including the books and records, and Seller shall permit Purchaser of its designee to make copies of such books and records as Purchaser may request. Seller further authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller s expense, all financial information in their possession relating to the Seller SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM SELLER BY AFFIRMATIVE ACT OR OTHERWISE OR ANY ACCERLERATION OF SELLER S OBLIGATIONS HEREUNDER. FURTHER, PURCHASER S FAILURE TO CHARGE OR ACCRUE FEES AT ANY DEFAULT OR PAST DUE RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OR ITS CLAIM THERETO. 6. Events of Default Any one of more of the following shall be an Event of Default: a) Seller defaults in the payment of any Obligations or is in breach of any term, warranty or representation of this Agreement; b) Seller ceases its business operations; c) any document or report submitted by Seller to Purchaser proves to be false or erroneous; d) Seller or any guarantor of the Obligations becomes subject to any debtor-relief proceedings; e) any guarantor of the Obligations fails to perform or observe any of such guarantor s obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty of any of the Obligations, or any such guaranty shall cease to be in full force and effect for any reason whatsoever or; f) Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of the Obligations. 7. Remedies in the Event of Default In the event of any Event of Default, Purchaser, may terminate this Agreement, at which time Seller shall repurchase all Accounts and all Obligations shall become immediately due and payable. In addition to exercising all remedies available under this Agreement, under the Uniform Commercial Code and such other rights and remedies as may be provided by law or otherwise (such rights and remedies to be cumulative and non-exclusive), Seller hereby authorizes Purchaser to initiate any electronic debit or credit entries through the Automated Clearing House system to any deposit account maintained by Seller or initiate debits or charges to any of Seller s credit cards. Seller also authorizes Purchaser to change the address for delivery of mail to Seller and to receive and open mail addressed to Seller. Seller also authorizes the appointment of a receiver to take possession of all or any portion the Collateral, Seller s business or to assist with Purchaser in enforcing its applicable rights and remedies. Seller further waives the requirement that Purchaser obtain a bond or such other undertaking in the event Purchaser seeks to obtain any form of a pre-judgment remedy. Seller shall be liable to Purchaser for any deficiency if Purchaser is not paid in full. Purchaser may charge interest at the maximum rate allowed by applicable law on any outstanding Obligations. 8. General Provisions Successors, Assigns and Assignment. This Agreement binds and is for the benefit of successors and permitted assigns of each party. Seller may not assign this Agreement or any rights under it without Purchaser s prior written consent which may be granted or withheld in Purchaser s discretion. Purchaser may, without the consent of or notice to Seller, sell, transfer, or grant participation in any part of Purchaser s obligations, rights or benefits under this Agreement. Purchaser may assign its rights and delegate its duties hereunder. Upon such assignment, Seller shall be deemed to have attorned to such assignee and shall owe the same obligations to such assignee and shall accept performance hereunder by such assignee as if such assignee were Purchaser.

7 PAYMAX FUNDING AGREEMENT P a g e Indemnification. Seller will indemnify, defend and hold harmless Purchaser and its officers, employees, attorneys and agents against: (a) any obligations, demands, claims, and liabilities asserted by any other party in connection with the transactions contemplated by this Agreement; and (b) any losses or expenses incurred or paid by Purchaser from or consequential to transactions between Purchaser and Seller (including reasonable attorney s fees and expenses), except for losses caused by Purchaser s gross negligence or willful misconduct 8.3. Disclaimer of Liability. In no event will Purchaser be liable to Seller for any lost profits, lost savings or other consequential, incidental or special damages resulting from or arising out of or in connection with this Agreement, the transactions or relationships contemplated hereby or Seller s performance or failure to perform hereunder, even if Seller has been advised of the possibility of such damages Survival. All covenants, representations and warranties made in this Agreement continue in force while any Financed Receivable amount remains outstanding and any Obligations of Seller to Purchaser remain executory Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision. In the event any one or more of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect, then such provision shall be ineffective only to the extent of such prohibition or invalidity, and the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby Amendments, Other Agreements, Integration and Waiver. All amendments to this Agreement must be in writing. This Agreement is the entire agreement about this subject matter and supersedes all prior negotiations or agreements. No course of dealing, course of performance or trade usage, and no parole evidence of any nature, shall be used to supplement or modify any terms of this Agreement. Any waiver or consent so given shall be effective only in the specific instance and for the specific purpose for which given. No failure to exercise and no delay in exercising any right, power, or remedy hereunder shall impair any right, power, or remedy which Purchaser may have, nor shall any such delay be construed to be a waiver of any of such rights, powers, or remedies, or any acquiescence in any breach or default hereunder; nor shall any waiver by Purchaser of any breach or default by Seller hereunder be deemed a waiver of any default or breach subsequently occurring. This Agreement may not adversely affect Purchaser s rights under any other document or agreement. If there is a conflict between this Agreement and any agreement between Seller and Purchaser, Purchaser may determine in its sole discretion which provision applies Choice of Law, Venue, Jurisdiction. This Agreement and all transactions contemplated hereunder and/or evidenced hereby shall be governed by, construed under, and enforced in accordance with the internal laws of Texas. The parties agree that any suit, action or proceeding arising out of the subject matter hereof, or the interpretation, performance or breach of this Agreement, shall, if Purchaser so elects, be instituted in any court sitting in the state of Texas. Each party agrees that Texas is convenient to it, and each party irrevocably submits to the jurisdiction of the Texas, irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, and waives any and all objections to jurisdiction or venue that it may have under the laws of Texas or otherwise in those courts in any such suit, action or proceeding Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts and when executed and delivered are one Agreement. AGREED AND CONSENTED TO PERSONALLY AND ON BEHALF OF COMPANY: Print Name: Company Name: Signature: Title: Date: FOR OFFICE USE ONLY AGREED AND CONSENTED TO ON BEHALF OF COMPANY: Print Name: Purchasers Name: PAYMAX, LLC Signature: Title: Date:

8 Phone: Attention: Accounts Payables Manager NOTICE OF ASSIGNMENT We are pleased to notify you that the Carrier named below has chosen Paymax Carrier Services to provide it with funding and professional services. Accordingly, all payments pertaining to the account of the Carrier named below are hereby assigned to Paymax: Company Name: City: State: MC Number: USDOT Number: Effective immediately, all current and future payments due to your Carrier are to be sent to Paymax and not to any other party or location. As provided by of the Uniform Commercial Code, payments to any party other than Paymax will not relieve your obligation to your Carrier. Please make remittances payable to Paymax at the following address: P.O. Box 27 Houston, TX This Assignment shall remain effective until such time a written release is provided to you by Paymax. We appreciate your cooperation and would be pleased to answer any questions you may have regarding this Notice. Please contact us at if we may be of service. Best Regards, Company Name PAYMAXCARRIER SERVICES Timothy J. Leopold, President Signature Printed Name Title Date

9 PAYMAX CONTINUING GUARANTY P a g e 1 Phone: CONTINUING GUARANTY For Valuable Consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, for themselves, their heirs, executors, personal representatives, successors and assigns (individually called Guarantor and collectively called Guarantors ) jointly and severally and in sold to, hereby guaranty Paymax Carrier Services at 9810 FM 1960 West Suite 205, its successors, endorsees and assigns, (collectively called the Company ) that (Principal Name), (Company Name) (the Client ), whose address is shall promptly and fully perform, pay and discharge all of its present and future liabilities, obligations and indebtedness to the Company, whether direct or indirect, joint or several, absolute or contingent, secured or unsecured, matured or unmatured, and whether originally contracted or with otherwise acquired by the Company (all of which liabilities, obligations and indebtedness are herein individually and collectively called the Indebtedness ). This Guaranty is an absolute guaranty of payment and not of collectability. The liability of each Guarantor hereunder is not conditional or contingent upon genuineness, validity, sufficiency or enforceability of the indebtedness or any instruments, agreements or chattel paper related thereto (collectively called Agreements ) or any security or collateral therefore (collectively called Security ) or the pursuit by the Company of any rights or remedies which it has or may hereafter have. If the Client fails to pay the indebtedness promptly as the same becomes due, or otherwise fails to perform any obligation under any of the Agreements, each Guarantor agrees to pay on demand the entire Indebtedness and all losses, costs, attorneys; fees and expenses which may be suffered by the Company by reason of the Client s default or the attorneys fees an expenses which may be suffered by the Company by reason for the Client s default or the default of any Guarantor hereunder, and agrees to be bound by and to pay on demand any deficiency established by the sale of any of the Agreements or Security, all without relief from valuation and appraisement law and without required the Company to (i) proceed against the Client by suit or otherwise, (ii) foreclose, proceed against, liquidate or exhaust any of the Agreements or Security, or (iii) exercise, pursue or enforce any right or remedy the Company may have against the Client, any co-guarantor (whether hereunder or under a separate instrument) or any other party. Each Guarantor agrees that: this Guaranty shall not be discharged or affected by any circumstances which constitute a legal or equitable discharge of a Guarantor or surety, or by the death of any Guarantor; the records of the Company shall be received as conclusive evidence of the amount of the indebtedness at any time owing; one or more successive or concurrent suits may be brought and maintained against any or all of the Guarantors, at the option of the Company, with or without joinder of the Client of any of the other Guarantors, at the option of the Company, with or without joinder of the Client of any of the other Guarantors as parties thereto; such Guarantor will not avail itself of any defense whatsoever which the Client may have against the Company, other than full payment of indebtedness; and such Guarantor will not seek a change of venue from any jurisdiction or court in which any action, proceeding or litigation is commenced. EACH GUARANTOR HEREBY WAIVES NOTICE OF ANY ADVERSE CHANGE IN THE CLIENT S CONDITION OR OF ANY OTHER FACT WHICH MIGHT MATERIALLY INCREASE SUCH GUARANTOR S RISK, WHETHER OR NOT THE COMPANY HAS KNOWLEDGE OF THE SAME. EACH GUARANTOR ALSO HEREBY WAIVES ANY CLAIM, RIGHT OR REMEDY WHICH SUCH GUARANTOR MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST THE CLIENT THAT ARISES HEREUNDER AND/OR FROM THE PERFORMANCE BY ANY GUARANTOR HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY CLAIM, REMEDY OR RIGHT OF SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION, INDEMNIFICATION, OR PARTICIPATION IN ANY CLAIM, RIGHT OR REMEDY OF THE COMPANY AGAINST THE CLIENT OR ANY SECURITY WHICH THE COMPANY NOW HAS OR HEREAFTER ACQUIRES; WHETHER OR NOT SUCH CLAIM, RIGHT OR REMEDY ARISES IN EQUITY, UNDER CONTRACT, BY STATUTE, UNDER COMMON LAW OR OTHERWISE. No termination hereof shall be effective until Guarantors deliver to the Company a written notice signed by them electing not to guaranty any new extension of credit that may be granted by the Company to the Client after its receipt of such notice, but such notice shall not affect the obligations of the guarantors hereunder as to any and all indebtedness existing at the time such notice is received. Each Guarantor hereby waives (i) notice of acceptance hereof and notice of extensions of credit given by the Company to the Client from time to time; (ii) presentment, demand, protest, and notice of non-payment or protest as to any note or other evidence of indebtedness signed, accepted, endorsed or assigned to the Company by the Client, (iii) all Exemptions and homestead laws; (iv) any other demands and notices required by law; and (v) any right to trial by jury.

10 Phone: PAYMAX CONTINUING GUARANTY P a g e 2 The Company may at any time and from time to time, without notice to or the consent of any Guarantor, and without affecting or impairing the obligation of any Guarantor hereunder; (a) renew, extend or refinance any part or all for the indebtedness of the Client or and Indebtedness of its customers, or of any co-guarantor (whether hereunder or under a separate instrument) or any other party; (b) accept partial payments of the Indebtedness and apply such payments to any part of the Indebtedness; (c) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate, in any manner, any of the indebtedness, any Security; (e) bid and purchase at any sale of any of the Agreements of Security; and (f) exercise any and all rights and remedies available to the Company by law or agreement even if the exercise thereof may affect, modify or eliminate any rights or remedies which a Guarantor may have against the Client. Each Guarantor shall continue to be liable under this Guaranty, the provisions hereof shall remain in full force and effect, and the Company shall not be estopped from exercising any rights hereunder, notwithstanding (i) the Company waiver of or failure to enforce any terms, covenants or conditions continued in any of the Agreements; (ii) any release or failure on the party of the Company to perfect any security interest in or foreclose, proceed against, or exhaust, any Security; or (iii) the Company failure to take new, additional or substitute security or collateral for the indebtedness. Each Guarantor agrees that the Company may bring any legal proceedings it deems necessary to enforce any or all of such Guarantor s obligations hereunder in any court in the State in which the Company s office administering the indebtedness is located; and service of process may be made upon such Guarantor by mailing a copy of the summons to such Guarantor at its address last known to the Company. All rights and remedies of the Company are cumulative and not alternative. Each provision of this Guaranty is intended to be severable. If any term or provision hereof is declared to be contrary to, prohibited by or invalid under applicable laws or regulations shall be inapplicable and deemed omitted here from, but shall not invalidate the remaining terms and provisions hereof. IN WITNESS WHEREOF, the Guarantor has executed this Guaranty on this the day of Signature of Guarantor Type/Print Name: Address: Social Security Number: Subscribed and sworn to before me this day of, Notary Public My Commission Expires: [SEAL]

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