TERMS AND CONDITIONS: (This revision 03.24.2011)

1. Purpose of Service. The Service is made available by Tax Lifeboat, Inc. ("TLB") based on a general understanding of how the IRS functions and how to resolve disputes with them. The general principles of tax law differ depending on local, state and federal laws, regulations, and court cases, which constantly change, vary from jurisdiction to jurisdiction, and are subject to inconsistent interpretations. Accordingly, Client is urged to consult legal, accounting, and other tax professional counsel in Client's state regarding the applicability of any information discussed and the Tax Strategy related to any specific problem. TLB is not a law firm, accounting firm, or other professional advisory firm, nor is it a Lawyer (or other Professional Adviser) Referral Service. No attorney-client or confidential relationship is or inferred to be formed by this Agreement.

2. Professional Advisers. At the Client's direction, TLB may refer Client to a "Tax Professional" who is a tax attorney, Enrolled Agent, accountant or other professional tax adviser and/or a "financial and budgeting counselor." TLB does not specifically endorse any Professional Adviser's procedures, opinions, or professional recommendations. The Professional Adviser listings on TLB's Website are paid advertisements and do not constitute a referral or endorsement by TLB. The Client's determination of the need for professional services and the choice of a Professional Adviser are important decisions and should not be based solely upon TLB's listings or a Professional Adviser's self-proclaimed areas of practice.

3. Confidential Information. Client acknowledges that all information, written materials, work product, reports, software, and other intellectual property furnished by TLB hereunder (the "Content") are the proprietary property of TLB. Client agrees not to directly or indirectly reproduce (except for Client's archival purposes and otherwise provided in this Agreement), decompile or provide or otherwise disclose or make available to any third-party the Content without the express written consent of TLB. All such Content shall be protected by Client from disclosure with the same degree of care as that Client protects their own proprietary information. Content will not be subject to this provision if it is or becomes a matter of public knowledge without the fault of Client, if it was a matter of written record in Client's or the IRS's files prior to disclosure to it by TLB, if it was or is received by Client from a third person under circumstances permitting its disclosure or its disclosure is required by any governmental agency or other requirement by law. Notwithstanding the above, Client expressly agrees not to utilize or make available the Content to any third-party to compete with or in any way emulate TLB or TLB's Service.

4. No Warranty. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TLB BE LIABLE FOR ANY OBLIGATIONS OR MATTERS DISCLAIMED ON THE TLB WEBSITE, TEMPORARY UNAVAILABILITY OF THE TLB PERSONNEL OR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES.

5. Termination of Service. This Agreement may be terminated by either party upon 30 days prior written notice or, in any event, no later than eighteen (18) months following the Effective Date. Client agrees that TLB, in its sole discretion, may immediately terminate the Service and this Agreement, for cause, including, without limitation, TLB's reasonably belief that Client has violated or acted inconsistently with the letter or spirit of this Agreement. Further, Client agrees that TLB shall not be liable in any manner for any termination of Client's Service and this Agreement.

6. Notices. All notices made or contemplated hereby shall be in writing, signed by the party sending such communication, delivered by: 1) first class, certified mail, return receipt requested, postage prepaid; 2) express delivery by a recognized national carrier or express delivery service, cost being prepaid; or 3) personally hand delivered, dated receipt obtained. The effective date of such notice shall be deemed to be the date two (2) days following the sending such certified mail or express delivery, or the actual date of hand delivery, as the case may be. Notice by mail or express delivery to TLB shall be addressed as follows unless TLB has given Client written notice of a change of address by such means as herein described:

7. General Provisions.

a. Entire Agreement, Changes. This Agreement contains the entire understanding between the parties, and supersedes all prior understandings or agreements, oral or written, between the parties. Client acknowledges that any representations of TLB, its employees or agents, either written or oral, not specifically included in this Agreement or an addendum hereto, are not binding upon TLB. This Agreement can be amended only in a writing signed by both parties.

b. Severability. It is intended that each paragraph and provision of this Agreement shall be viewed as separate and divisible, and in case any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby.

c. Waiver. The waiver of one or more breaches of any covenant contained herein shall not be considered a waiver of any other covenant or any portion of the Agreement, or a waiver of any subsequent breach of the same covenant or of the breach of any other covenant contained herein.

d. Assignment. TLB may assign or delegate its obligations under this Agreement, in whole or in part, to any successor to its business by merger, consolidation or purchase, or to any party acquiring substantially all of the assets, without the prior written consent of Client. Except as otherwise provided to the contrary, the rights and liabilities of the parties under this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns.

e. Disputes. This Agreement shall be governed by and subject to the laws of the State of California, and subject to the exclusive jurisdiction of the courts located in Santa Clara County, California. In any suit or other action arising out of or in connection with any of the terms, covenants or provisions of this Agreement, all attorneys' fees, costs and any other expenses incurred or accrued directly or indirectly in connection therewith shall be paid by the party who is found to have breached the terms of this Agreement, in addition to any equitable relief or damages and/or costs awarded at law. Except with respect to claims or collection of amounts owed by Client to TLB, no action regardless of form, arising out of or related to this Agreement, may be brought by either party more than one year after the cause of action has occurred.