TCH Supplier Pricing Agreement

This TCH Supplier Pricing Agreement (hereinafter “this Agreement”) is made between TCH, Inc., a Utah corporation, whose address is 4185 Harrison Blvd. Suite 202 Ogden, Utah 84403, (hereinafter “TCH”) and the supplier whose name and address are set forth as items one and two, respectively, on Schedule I attached to this Agreement (hereinafter “Supplier”).

RECITALS:

A. TCH is in the business of providing a program whereby Customers may purchase motor fuels and other goods and services from approved retail facilities using TCH forms of identification.

B. Supplier and its affiliates operate one or more motor fuel facilities at various locations that accept the TCH forms of identification as payment for goods and services.

C. Supplier has negotiated special pricing arrangements with one or more customers who utilize TCH forms of identification as payment for goods and services.

D. Supplier desires TCH to administer the special pricing arrangements negotiated between Supplier and Customers listed on Exhibit A when purchases occur at the corresponding locations listed on Exhibit A by their TCH Location Identification Numbers.

E. TCH and Supplier are the only parties to this contract. There are no intended third party beneficiaries of this contract.

AGREEMENT:

In consideration of the premises and the mutual covenants and obligations contained herein and for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge, the parties hereby agree by and between themselves as follows:

1. Supplier authorizes TCH to re-price all purchases made by Customers listed on Exhibit A when purchases occur at the corresponding locations listed on Exhibit A by their TCH Location Identification Numbers. Such transactions will be repriced according to the method indicated on Exhibit A for that customer.

2. Supplier accepts the responsibility to understand the mechanics of the pricing method(s) indicated on Exhibit A. TCH shall provide information to Supplier as necessary to facilitate this understanding.

3. The transaction will be re-priced at the time of authorization.

4. The transaction information and detail will be delivered to the customer at the repriced amounts.

5. TCH shall pay Supplier the re-priced amounts less the ordinary fees according to the existing settlement procedures.

6. In the event that Supplier wishes to change the terms of the pricing arrangement administered by TCH pursuant to this agreement, Supplier shall notify TCH of such desire in writing. Supplier shall also notify the customer with whom
Supplier has previously made such pricing arrangement before TCH will be required to effect such change. TCH shall verify with the customer that Supplier has communicated the change to the customer prior to effecting such change.

MISCELLANEOUS AGREEMENTS:

(a) To the extent that either party hereto obtains any information from the other party expressly designated as confidential or proprietary business information, the party receiving said information shall keep the information confidential and shall not use or disclose it except as necessary to perform this Agreement and as otherwise directed by the party claiming the right to confidentiality. This paragraph shall not apply to information that is (1) already in the public domain, (2) known or obtained by the other party not claiming confidentiality from some source other than the party claiming confidentiality or (3) used in any dispute resolution forum between the parties hereto, or (4) required to be disclosed by law or judicial mandate.

(b) In the event that either party to this Agreement shall prevail in an action to
enforce or interpret the terms of this Agreement, the other party shall pay the reasonable attorney’s fees and costs incurred by the prevailing party.

(c) This Agreement shall be construed and enforced in accordance with the
laws of the State of Utah without regard to choice of law. The parties acknowledge that performance of this Agreement shall take place in Utah. Furthermore, the parties hereby agree to submit themselves to the jurisdiction of any court having jurisdiction over the State of Utah.

(d) No waiver of any breach of this Agreement shall be construed as waiver of any subsequent or other breach of the same provision or any other provision of this Agreement.

(e) This Agreement and all schedules and exhibits attached or referred to herein constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and shall supersede and replace all prior negotiations and agreements whether written or oral. The parties expressly acknowledge that this Agreement is intended to terminate and replace all prior written agreements between the parties with respect to the subject matter hereof.

(f) This Agreement shall be effective on the latest date appearing in the executory section of this contract.

(g) This Agreement may be terminated by either party at any time upon ten (10) days prior written notice; provided, however, that if either party shall fail to pay the other party any sum when due, the party to whom such sum is owed may immediately terminate this Agreement without notice and refuse to process any further transactions.

(h) This Agreement may be amended only by an instrument in writing duly signed by both parties hereto.

(i) Notices given pursuant to this Agreement shall be in writing and shall be deemed given when delivered to the other party at the addresses designated for the parties in the first paragraph of this Agreement as follows: (1) by telefax to the number designated for the party in items three and four of Schedule I of this Agreement, in which case, delivery will be deemed on the day transmitted; (2) by personal delivery, in which case, delivery shall be deemed on the day delivered; (3) by sending the notice by certified United States mail postage prepaid, in which case, delivery shall be deemed on the fourth day following deposit in the mail; (4) by Federal Express, DHL Airborne, Express mail, United Postal Service or other similar overnight carrier where next-day delivery is receipted, in which case, delivery shall be deemed on the day following
the date of delivery to the courier, provided the courier accepts the notice for next day delivery. Either party hereto may change the address for delivery of notice by giving written notice of the change to the other party as required herein.

(j) Time is of the essence with respect to the performance of this Agreement.

(k) In the event that any provision in this Agreement shall be construed by a court of competent jurisdiction to be unlawful or unenforceable and if the offending provision can be reformed to effect the clear intention of the parties as expressed herein, then, the offending provision shall be reformed, and the remainder of this Agreement shall remain in full force and effect written. If offending provision cannot be reformed to affect the clear intention of the parties hereto, then this Agreement shall be deemed to be reformed to exist as now written but without the offending provision.

The exhibits designated and Schedule I attached hereto, are incorporated herein
by this reference as a part of this Agreement.