Art-Exchange - Designer Membership Agreement

This Subscribing Member's Membership and Services Agreement (the "Agreement") effective ____________ ("Effective Date"), is entered into by ________________________________, ("Subscribing Member"), and art-exchange.com, inc.,a Nevada corporation, having its principal place of business at 804 Central Avenue, Hot Springs, AR 71901 ("art-exchange.com").

The art-exchange.com Website Terms and Conditions of Use (the "Terms of Use") and the art-exchange.com Terms and Conditions of Sale (the "Terms of Sale"), each as may be from time to time amended, supplemented, or modified by art-exchange.com (together the Terms of Use and the Terms of Sale, the "Terms"), are attached to this Agreement as Exhibit A and Exhibit B, respectively, and incorporated by reference and made a part hereof. In the event that any provisions of this Agreement (excluding the Terms) are inconsistent with provisions of the Terms, the provisions of this Agreement shall govern, and the inconsistent provisions of the Terms shall be deemed amended accordingly. Capitalized terms not defined herein shall have the meanings set forth in the Terms.

Subscribing Member desires to buy Property on the Exchange, and art-exchange.com desires to provide a forum for such purchase. Therefore, art-exchange.com and Subscribing Member agree as follows:

1. SERVICES

1.1 art-exchange.com agrees to provide the Services of this Section 1, commencing on the Effective Date until the termination of this Agreement.

1.2 Exchange Services. art-exchange.com will provide Subscribing Member with access to art-exchange.com's open exchange for online procurement of Property, including access to client management tools, and with access to the secure customized exchange(s) for procurement of Property (together the "Exchange") (such access to and provision of the Exchange, the "Exchange Services"). The Exchange Services will be deemed "Services" as defined in the Terms of Use.

1.3 Transaction Services. art-exchange.com will serve as an intermediary during the purchase of Property available through the exchange, and will monitor such sales. art-exchange.com agrees to hold the purchase price for Property in escrow while the Seller ships the Property to art-exchange.com, which will then ship the Property to the Buyer. The Seller's portion of the purchase price shall be released to the Seller upon the acceptance of the Property and the Satisfaction of the Buyer (usually within 48 hours). The services of this section 1.3 (collectively the "Transaction Services"), will be deemed "Services" as defined in the art-exchange.com Terms of Use.

1.4 Special Services. UPON REQUEST, AND FOR AN ADDITIONAL FEE, as determined by art-exchange.com, art-exchange.com, or its authorized agents or assigns, will authenticate the Property, or provide verification that the Property delivered is the Property described. ONLY IN THIS LIMITED SITUATION DOES art-exchange.com PROVIDE ANY WARRANTY AS TO THE AUTHENTICITY OR CONDITION OF THE PROPERTY.

2. SUBSCRIBING MEMBER'S MEMBERSHIP AGREEMENT.

2.1 Subscribing Member agrees that it and its Representatives will be governed by this Agreement and the Terms.

2.2 Subscribing Member agrees to provide evidence that it is a "Dealer" to art-exchange.com. Two of the following items shall constitute evidence: (a) a fax letterhead; (b) Tax Identification Number; (c) listings or advertising in Art Business News, Art World News, or Gallery and Museum Guide in America.

2.3 Subscribing Member agrees that it will be solely responsible for all Shipping Charges and insurance costs, unless the Property described is not the Property delivered.

2.4 Subscribing Member agrees and understands that all sales, shipping, insurance, and transportation shall be done in accordance with the Terms of Sale.

3. REPRESENTATIONS AND WARRANTIES

3.1 Subscribing Member and art-exchange.com represent and warrant that they have full power and authority to enter into this Agreement including the attachments and exhibits incorporated by reference herein and to perform their obligations hereunder and thereunder.

3.2 Subscribing Member represents and warrants that it and its Representative's actions in relation to the Exchange and the Services will not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, or false advertising).

3.3 Subscribing Member understands that art-exchange.com relies upon the presumption that the Property delivered is the Property described by the Seller, and therefore unless otherwise agreed, does not (1) warrant the authenticity or the condition of the Property, (2) warrant the Seller's ownership, right to sell, or other rights in the Property, nor (3) make any representations regarding appraisal or evaluation of the Property. SUBSCRIBING MEMBER UNDERSTANDS THAT THE SELLER ALONE IS RESPONSIBLE FOR ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE PROPERTY, INCLUDING THE PROVENANCE OF SUCH PROPERTY. SUBSCRIBING MEMBER FURTHER UNDERSTANDS THAT THE BUYER HAS A "SATISFACTION" PERIOD DURING WHICH THE BUYER AND/OR BUYER'S EXPERT MAY DETERMINE WHETHER THE PROPERTY DELIVERED IS THE PROPERTY DESCRIBED.

3.4 DISCLAIMER OF WARRANTIES: EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, art-exchange.com SUPPLIES THE SERVICES, EXCHANGE AND THE CUSTOMIZED EXCHANGE "AS IS" AND WITHOUT ANY WARRANTY ON CONDITION, FITNESS FOR A PARTICULAR PURPOSE, EXPRESS, OR IMPLIED. art-exchange.com SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM THE CURRENT UNIFORM COMMERCIAL CODE, COURSE OF DEALING, USAGE OR TRADE PRACTICE.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 All the materials on the Site are protected by copyright laws and international treaty provisions. Except as stated herein, NONE of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of art-exchange.com or the copyright owner. Permission is granted to display and download the materials on the Site for personal, non-commercial use only. This permission terminates automatically if you breach any of these terms and conditions. Upon termination, you must immediately destroy any downloaded and printed materials. Any unauthorized use of any material found on the Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

5. TERM AND TERMINATION

5.1 Term. This Agreement will be in effect for a period of one (1) year commencing on its execution by both parties. This Agreement will automatically renew for additional one (1) year periods unless written notice of termination is provided by the terminating party to the non-terminating party at least ninety (90) days prior to the anniversary date in question.

5.2 Termination. Either party will have the right to terminate this Agreement in the event of a material breach of the terms of this Agreement or the Terms by the other party, which is not cured within thirty (30) calendar days following receipt of written notice specifying the breach.

5.3 Without limiting other remedies, art-exchange.com may, at its sole discretion, immediately issue a warning, suspend or terminate this membership if: (a) Subscribing Member breaches this Agreement or any document which it incorporates by reference; (b) art-exchange.com is unable to verify or authenticate any information Subscribing Member provides to art-exchange.com; or (c) art-exchange.com believes that Subscribing Member's actions may cause legal liability for Subscribing Member, art-exchange.com, or its Users.

5.4 Survival. The parties recognize and agree that their obligations under paragraphs 4, 5, and 6 of this Agreement, and the provisions of the Terms relating to Indemnification, Dispute Resolution, and Limitation of Liability, will survive the cancellation, termination or expiration of this Agreement.

6. INDEMNIFICATION

6.1 Subscribing Member will defend, and/or handle at its own expense, any third-party claims arising from (i) any breach by Subscribing Member or its Representatives of any of its representations or obligations set forth in this Agreement (ii) any virus, worm, Trojan Horse or other contaminating or destructive feature received by the third-party due to Subscribing Member's or its Representatives' use of the Exchange, (iii) any other claims brought by a third party, having a basis in contract or tort, in law or in equity, including but not limited to, fraud, breach of contract, misrepresentation, and gross negligence. Subscribing Member will indemnify and hold harmless art-exchange.com, its Affiliates, and their respective officers and directors against any loss, liability, cost or expense (including reasonable attorneys' fees) resulting from any such claim.

7. LIMITATION OF LIABILITY

7.1 IN NO EVENT SHALL art-exchange.com BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. WHETHER A CLAIM FOR SUCH DAMAGE IS BASED UPON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR OTHERWISE. IN NO EVENT SHALL art-exchange.com's TOTAL LIABILITY EXCEED THE TEN PERCENT (10%) AGENCY FEE ON THE TRANSACTION IN QUESTION. The foregoing limitations will apply even if any warranty or remedy provided under this Agreement fails of its essential purpose.

8. GENERAL PROVISIONS

8.1 No Waiver. The failure of either party to require or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance.

8.2 Entire Agreement. This Agreement represents the entire agreement, and supersedes any and all prior agreements or understandings of the parties written or oral with respect to the subject matter hereof. This Agreement may only be modified, or any rights under it waived, by a written document executed by the duly authorized representative of both parties.

8.3 Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other, except that no such consent will be required in connection with a merger, reorganization or sale of all, or substantially all of either party's assets. art-exchange.com may assign the Agreement to an Affiliate of art-exchange.com. The parties further agree that an Affiliate of art-exchange.com may provide services under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties' successors in title and permitted assigns. Any attempt to assign this Agreement other than as permitted above will be void.

8.4 Applicable Law; Jurisdiction. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Arkansas without reference to conflict of law principles. All actions brought by either party arising under or related to this Agreement shall be subject to the jurisdiction and venue of the state and federal courts located in Garland County, Texas.

8.5 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be personally delivered or mailed, postage prepaid, to the party at the address set forth in this Section. All notices required or permitted hereunder shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery with written verification of receipt.


If to Exchange Member:	If to art-exchange.com: art-exchange.com, inc. 804 Central Avenue Hot Springs, AR 71901 Facsimile: (501) 624-2859 Attention: Customer Service
___________________________________
______________________________
______________________________
Facsimile:______________________
Attention: _____________________

8.6 Execution in Counterparts, Facsimiles. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, bear the signature of both Parties hereto. For the purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.

8.7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


art-exchange.com, a Nevada corporation By: Title: President & CEO Date: _____________________	Exchange Member__________________
	By: ______________________________
	Title: ____________________________
	Tax ID or SSN: _____________________
	Resale Tax ID: _____________________
	Date: ____________________________

EXHIBIT A
WEBSITE TERMS AND CONDITIONS OF USE

These terms and conditions affect your legal rights.

This online art marketplace agreement (the "Agreement") is among art-exchange.com, Inc. ("art-exchange.com"), a Nevada corporation, users of the art-exchange.com website, buyers of Property through the art-exchange.com website, and sellers of Property through the art-exchange.com website for the acquisition Property and use of information through the art-exchange.com website (the "Site").

By accessing, browsing and/or using this Site, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions and to comply with all applicable laws and regulations, including, but not limited to, United States Copyright Law and international treaties. If you do not agree with this Agreement, do not use this Site.

Please note that when you register to use this Site you will be required to accept our (Terms and Conditions of Sale). The Terms and Conditions of Sale form a legal contract between you, art-exchange.com and any Seller offering Property for sale on the Site on whose Property you may bid, whether successfully or unsuccessfully, and govern the terms on which all Property is offered and sold on the Site. If you are a "Member," "Exchange Member," or "Subscribing Member" this contract is supplemental to your respective Membership and Services Agreement. In the event that any of these provisions are inconsistent with the provisions of your Membership and Services Agreement, your Membership and Services Agreement shall govern.

1. Use Restrictions

1.1 All the materials on the Site are protected by copyright laws and international treaty provisions. Except as stated herein, NONE of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of art-exchange.com or the copyright owner. Permission is granted to display and download the materials on this Site for personal, non-commercial use only. This permission terminates automatically if you breach any of these terms and conditions. Upon termination, you must immediately destroy any downloaded and printed materials. Any unauthorized use of any material found on the Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.

1.2 art-exchange.com retains the rights to all trademarks, tradenames, service marks, service names and logos ("Marks") on this site. No Marks may be used in any manner that is likely to cause confusion as to the source or origin of any goods or services, or in any manner that disparages or discredits art-exchange.com.
2. General Terms

2.1 This Agreement may be modified at any time without notice, and any modifications shall be effective immediately upon the posting of such modifications on the Site or notification to you by other means. By accessing and using this Site you agree to periodically review this Agreement and be bound by any modifications or amendments to it. This Agreement may not be otherwise amended except in a writing signed by you and art-exchange.com. This Agreement was last revised on April 23, 2003.

Controlling Terms

Cancellation and Refund of Fees

(Cancellation and Refund Policy)

3. art-exchange.com Provides Only a Forum for Buyers and Sellers to Meet.

3.1 Buyer acknowledges that art-exchange.com is not the Seller and that art-exchange.com is acting only as an intermediary between the Buyer and Seller.

3.2 Seller acknowledges that art-exchange.com is not the Buyer and that art-exchange.com is acting only as an intermediary between the Buyer and Seller.

Independent Contractors

No Control Over Sellers

No Control Over Buyers

4. Services

4.1 art-exchange.com is the sole decision-maker as to the use of the Site and therefore has the right to prohibit or remove any materials or communications that art-exchange.com believes to be in violation of our policies. art-exchange.com has the right to change, re-list previously withdrawn listings, remove Property for sale, cancel any listing, or reject a purchase order at any time. Property listed for sale on the Site may remain listed for as long as three (3) months after a particular sale. Therefore, Property listed may not be available for purchase at that time. All art content on the art-exchange.com website is offered "Subject to prior sale." 5. Eligibility

5.1 Minors may not sell or purchase Property or Services on the Site.
6. Fees

6.1 art-exchange charges a ten percent (10%) agency fee on each sale. The Seller hereby authorizes or has authorized art-exchange.com to retain that percentage as part of our compensation.
7. License Grant

7.1 art-exchange.com hereby grants to you a personal, nontransferable license to use computer programs in conjunction with the Site in accordance with these terms and conditions, and for no other purpose. The computer programs contained on the Site or other electronic media contain the intellectual property and proprietary information of art-exchange.com. All title to, ownership of, and rights in and to the computer programs including enhancements, improvements, and other additions thereto shall remain the sole and exclusive property of art-exchange.com or its licensors. Any reproduction, redistribution, display of the computer programs, or creation of a derivative work of the computer programs is expressly prohibited by this Agreement. All data and materials digitized by art-exchange.com on your behalf shall be licensed to art-exchange.com for the sole purpose of use on the Site. You, or any agent or party on your behalf, agree that you shall not enter the Site in order to use data digitized by art-exchange.com for any purpose other than those purposes described in these terms and conditions, without the express written consent of art-exchange.com.
8. Privacy

9. Operational Polices

art-exchange.com reserves the right to monitor content on our Site. In order to maintain a valuable service that meets the needs of the users and avoids the harm that can result from the improper use of the Site, it is necessary to establish the following rules to protect against abuse:

9.1 While using the Site you may not: (a) transmit any information, file or software that contains a virus, worm, Trojan Horse or any other contaminating or destructive features; or (b) interfere, in any way, with use of or access to the Site.

9.2 Without limiting other remedies, we may immediately issue a warning, suspend or terminate your user name and access to this site if: (a) you breach this Agreement or any document in which it is incorporated by reference; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our users, or us.
10. No Warranty

10.1 BY ACCESSING THIS SITE, YOU ASSUME ALL RESPONSIBILITY AND RISK OF USE OF THE SITE AND ANY PROPERTY OR SERVICES CONTAINED THEREIN. THE SITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. art-exchange.com MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE CORRECTNESS OF DESCRIPTION, AUTHENTICITY, OR GENUINENESS OF THE PROPERTY SOLD, OR AS TO WHETHER PROPERTY IS SUBJECT TO CREDITOR OR OTHER SECURITY INTERESTS.

10.2 art-exchange.com ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THIS SITE. We do not guarantee continuous, uninterrupted or secure access to our services or that defects in the Site will be corrected. You are responsible for implementing sufficient procedures to satisfy your particular requirements for the protection of your system.

10.3 ALL STATEMENTS CONTAINED ON THE SITE OR IN ANY BILL OF SALE, INVOICE OR ELSEWHERE AS TO QUALITY, AUTHENTICITY, APPRAISAL OR PHYSICAL CONDITION ARE STATEMENTS BASED ON INFORMATION PROVIDED TO US BY THE SELLER OR BUYER AND ARE NOT REPRESENTATIONS OR WARRANTIES. NO EMPLOYEE OF art-exchange.com IS AUTHORIZED TO MAKE ON OUR BEHALF OR THAT OF THE SELLER ANY REPRESENTATION OR WARRANTY, ORAL OR WRITTEN.
11. Limitation of Liability

11.1 UNDER NO CIRCUMSTANCES SHALL art-exchange.com BE LIABLE TO A USER OR ANY OTHER PARTY FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER (HOWEVER ARISING, INCLUDING BY NEGLIGENCE), INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, SALES, GOODWILL OR PROFITS, WHETHER OR NOT art-exchange.com HAS BEEN ADVISED OF SUCH POSSIBILITY, OR UNDER ANY LEGAL OR EQUITABLE THEORY OF LIABILITY, IN TORT, CONTRACT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE. THE BUYER'S EXCLUSIVE REMEDY AND art-exchange.com's ENTIRE LIABILITY, IS LIMITED TO THE TEN PERCENT (10%) AGENCY FEE ACTUALLY RECEIVED BY art-exchange.com FOR THE TRANSACTION IN QUESTION. The foregoing limitations will apply even if any warranty or remedy provided under this Agreement fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you.
12. Indemnity

12.1 The Seller shall indemnify, defend and hold harmless art-exchange.com and its parents, subsidiaries, affiliates, and their directors, officers, employees, agents, and subcontractors against all claims, actions, liabilities, losses, expenses, damages and costs, including, but not limited to, attorneys' fees, that may at any time be incurred by reason of (a) any claim based upon alleged errors or omissions or misrepresentations in a party's listing(s), (b) any virus, worm, Trojan Horse or other contaminating or destructive feature contained in a party's listing(s), or (c) any sale, subsequent sale to a third party, or other claim brought by a third party having a basis in contract or tort, in law or in equity, including but not limited to, interference with contract or prospective economic advantage, breach of contract, negligence, misrepresentation, or gross negligence.

12.2 The Buyer shall indemnify, defend and hold harmless art-exchange.com and its parents, subsidiaries, affiliates, and their directors, officers, employees, agents, and subcontractors against all claims, actions, liabilities, losses, expenses, damages and costs, including, but not limited to, attorneys' fees, that may at any time be incurred by reason of (a) any claim based upon alleged errors or omissions or misrepresentations in a party's listing(s), (b) any virus, worm, Trojan Horse or other contaminating or destructive feature contained in a party's listing(s), or (c) any sale or other claim brought by a third party having a basis in contract or tort, in law or in equity, including but not limited to, interference with contract or prospective economic advantage, breach of contract, negligence, misrepresentation, or gross negligence.
13. Dispute Resolution

13.1 Any dispute, controversy or claim arising out of or related to this Agreement (or any document in which it is incorporated by reference), or the breach thereof, shall be exclusively and finally settled by binding arbitration pursuant to this provision. The arbitration proceedings shall be conducted in accordance with the terms of this provision and the Commercial Arbitration Rules of the American Arbitration Association as in effect from time to time (the "Rules"). Any procedural issues not determined under this provision or such Rules shall be determined by the arbitration act and other applicable laws of Arkansas.

13.2 Any party hereto may invoke arbitration under this provision at any time by serving on the other interested parties a written notice of arbitration, which shall specify with reasonable detail (1) the matter in dispute, (2) the relief requested and (3) the grounds therefor. The arbitration shall be heard and determined by a single arbitrator who shall be impartial and independent of the parties to the dispute. The single arbitrator shall be appointed by the unanimous consent of the parties. If the parties cannot reach an agreement on an arbitrator within thirty (30) days of the submission of a notice of arbitration, the arbitrator shall be selected by the Arkansas Office of the American Arbitration Association. If an arbitrator should die, withdraw or otherwise become incapable of serving, a replacement shall be selected and appointed in a like manner as the original arbitrator. Any arbitrator appointed hereunder shall certify in writing that he is immediately available to conduct such arbitration. (i) Unless the parties and the arbitrator agree otherwise, the arbitration proceedings shall be held in Hot Springs, Arkansas, at a place determined by the arbitrator. (ii) The parties may offer such evidence as is relevant and material to the dispute and shall produce such additional evidence as the arbitrator may deem necessary to the determination of the dispute. The dispute will be arbitrated or mediated in a manner consistent and concurrent with Arkansas Law.

13.3 The prevailing party in any such arbitration proceeding shall be entitled to attorneys' fees and other out-of-pocket expenses reasonably and necessarily incurred in connection with such proceeding, the amounts of which shall be contained in the award of the arbitrator.

13.4 This provision shall survive the termination or expiration of this Agreement.
14. Severability

14.1 If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations, such invalid provisions shall be deemed to be superseded by a valid, enforceable provision that emulates the intent of such original provision and the remainder of the Agreement shall continue in effect.
15. No Waiver

15.1 The failure of any party to require or enforce strict performance by any other party of any provision of this Agreement or to exercise any right shall not be construed as a waiver or relinquishment of such party's right to assert any such provision or right in that or any other instance.
16. Admissibility

16.1 A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to this Agreement to the same extent and subject to the same conditions as other business documents originally generated and maintained in printed form.
17. Headings

17.1 Headings are for reference purposes only and in no way define, limit, or construe the scope or extent of that section.
18. Successors are Bound

18.1 These Terms shall bind the successors and assigns of all Users of the Site, Buyers, and Sellers and shall inure to the benefit of our successors and assigns.
19. Jurisdiction, Venue, Choice of Law

19.1 This Agreement is governed by the laws of the State of Arkansas without regard to conflict of law principles. If for any reason, a dispute, controversy or claim is not subject to arbitration pursuant to Section 13 of this Agreement, in that limited situation, you consent to the exclusive jurisdiction and venue of courts in Garland County, Arkansas. Use of this Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions. Nothing contained in this Agreement is in derogation of art-exchange.com's right to comply with law enforcement requests or requirements relating to your use of this Site.
20. DEFINITIONS.

Affiliate

Buyer

Content

Customized Exchange

Exchange

Property

Provenance

Representatives

Retail Price

Satisfaction

Seller

Services

Subscribing Members

Members

Exchange Members

User

Wholesale Price

Attachment 1
CANCELLATION AND REFUND POLICY

It is the policy of art-exchange.com to handle all cancellations and requests for refunds of membership-related fees paid to us by Users as follows:

1. The User will have five (5) business days from later of (a) the date of receipt or the User's Membership Agreement of (b) the date on which the payment at issue was made (the "Cancellation Period"), in which to cancel a transaction and receive a full refund.

2. During the Cancellation Period, the User may cancel and request a refund by contacting art-exchange.com by e-mail, fax or telephone during the hours of 8:00 A.M. to 5:00 P.M., Central time, at the following contact numbers and address:

800) 647-6336
(501) 624-2859 fax
customer_service@art-exchange.com

Please note that it is the User's responsibility to ensure that his or her request to cancel has been received during the Cancellation Period.

EXHIBIT B
TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale (the "Terms") apply to users of the art-exchange.com website (the "Site"), buyers of Property through the Site, and sellers of Property through the Site.

By purchasing, or seeking to purchase Property on this Site, you acknowledge and certify that you have read, understood, and agree, to be bound by these Terms, and the , which is hereby incorporated by reference and made a part hereof. Capitalized terms not defined herein shall have the meanings set forth in the . If you do not agree with this Agreement, do not use this Site.

If you are a "Member," "Exchange Member," or "Subscribing Member" this contract is supplemental to your respective Membership and Services Agreement. In the event that any of these provisions are inconsistent with the provisions of your Membership and Services Agreement, your Membership and Services Agreement shall govern.

1. Eligibility

Minors may not purchase or sell Property or Services on the Site.

2. RESTRICTIONS

On some items, minimum orders may be required.

3. OFFERS TO PURCHASE

Buyer may make an offer to purchase Property ("Offer") using the offer form on the Site. Each Offer will be submitted to art-exchange.com, who will in turn submit the Offer to the Seller by phone or email. All Offers are subject to prior sales. Any additional Offers received will become "back up offers" in order of receipt and will be submitted to Seller in order of receipt upon rejection of the prior Offer.

4. ACCEPTANCE OF OFFER BY SELLER

The Seller may accept, reject, or counter Buyer's Offer at Seller's sole discretion. Seller's response shall be submitted to art-exchange.com who will communicate Seller's response to Buyer by phone or email. A binding contract shall form when there is (1) an Offer, and (2) an Acceptance. The binding contract shall be between Buyer and Seller, for Buyer to purchase the Property on the terms and conditions identified in such Offer, and for Seller to deliver the Property.

5. REJECTION OF OFFER BY SELLER

Seller may reject or counter Offers at the Seller's sole discretion. When the Seller rejects or counters an Offer, the Seller will send such response to art-exchange.com, which will communicate that response to Buyer by phone or email. Seller may make a counter-offer, which may have differing terms regarding delivery date, price, or other similar terms of sale. The Buyer may then accept such a counter-offer.

6. TERMS OF PAYMENT

Buyer's Offer must be accompanied by payment in full of the offer price. Payment may be made, in U.S. dollars, by either credit card or check backed by sufficient funds payable to art-exchange.com. All credit card information will only be processed upon Seller's acceptance of Buyer's Offer. All checks will be held by art-exchange.com pending Seller's acceptance of Buyer's Offer. Once Seller has accepted Buyer's Offer, confirms will go to Buyer and Seller, credit cards will be processed or checks will be deposited into art-exchange.com's escrow account and the purchased Property will be shipped to Buyer. art-exchange.com processes payment information as a convenience to the Buyer and Seller. art-exchange.com is not the Seller, nor the Buyer.Unless otherwise agreed, sales shall be conducted on a Satisfaction basis. Upon delivery of the Property to Buyer, Buyer will have a Satisfaction period of forty-eight (48) hours, unless otherwise agreed, for Buyer and/or Buyer's expert to determine whether the Property delivered is the Property described by the Seller. The sale is complete and art-exchange.com shall release the Seller's ninety percent (90%) of the purchase price from escrow if: (1) the Buyer accepts the Property, or (2) if the Buyer fails to initiate a return within forty-eight (48) hours of delivery, or (3) if the Buyer and Seller have agreed upon a timeframe other than the standard forty-eight (48) hour Satisfaction period, the Buyer fails to initiate a return within such agreed upon timeframe.If the Buyer is not Satisfied with the Property for some reason other than that the Property delivered is not the Property described, and timely initiates the return of the Property, art-exchange.com shall return to Buyer the full purchase price, less "Shipping Charges" (as defined below).

7. DELIVERY

Shipping: All shipping shall be done through art-exchange.com and its authorized couriers. art-exchange.com will maintain a blanket insurance policy to cover any loss or damage to the Property resulting from the shipping. The maximum value recoverable for any damaged Property shall be ninety percent (90%) of the price of the Property agreed upon between the Buyer and Seller."Shipping Charges" shall include all shipping, handling, and insurance expenses. Buyer must pay all Shipping Charges, unless the Property delivered is not the Property described by Seller, in which instance the Seller must pay all Shipping Charges.

Title: AT NO TIME SHALL art-exchange.com OBTAIN TITLE TO THE PROPERTY. The title to the Property shall remain with the Seller until the Buyer's Satisfaction with the Property (i.e. has accepted the Property), or has failed to initiate the return of the Property within forty-eight (48) hours of delivery, unless otherwise agreed.

Risk of Loss: art-exchange.com assumes the risk of loss for the Property during shipment only, that is: (1) from the time the Property leaves the Seller's possession to the time the Buyer obtains possession; and (2) if the Buyer seeks to returns the Property, from the time the Property leaves the Buyer's possession to the time the Seller obtains possession. At all other times the risk of loss for the Property remains with the Seller, until the Buyer's Satisfaction and acceptance of the Property.
Delivery: Allow seven (7) to ten (10) days for delivery. Delivery date as set forth in an order is approximate only.

8. TAXES

Buyer and Seller shall be liable for, and shall cause to be paid, any sales tax, use tax, value-added tax, transaction tax, import/export fee, duty, or any similar obligation, including related interest and penalties, imposed by any local, state, or national government or similar entity (collectively, "Transaction Taxes") on (i) the use by them of art-exchange.com, (ii) any goods or services provided to them by art-exchange.com, or (iii) the sale or purchase by them of goods or services via art-exchange.com, excluding any income, franchise or property tax imposed on the net income or assets of art-exchange.com. Buyer and Seller, and each of them individually, agree to indemnify art-exchange.com and to hold art-exchange.com harmless from any and all such Transaction Taxes.

9. REFUNDS, RETURNS AND EXCHANGES
Any sale is between the Seller and the Buyer and such sales are final, except as otherwise provided herein.

10. INSURANCE
art-exchange agrees to offer insurance coverage during the shipping of property from a Seller to the Buyer. Any insurance costs will be paid by Buyer or Seller as set forth in Section 6.

11. REPRESENTATIONS AND WARRANTIES
Seller represents and warrants that Seller: (a) has the full power and authority to enter into this Agreement; (b) has full power and authority to sell Property posted on the Site; (c) has complied or shall continue to comply with all legislation, rules and regulations regarding the sale of any Property; (d) has read and understands the Terms and Conditions of Sale and .Buyer represents and warrants that Buyer: (a) has the full power and authority to enter into this Agreement; (b) has full power and authority to purchase Property posted on the Site; (c) has complied or shall continue to comply with all legislation, rules and regulations regarding the purchase of any Property; (d) shall not use any purchased Property in any illegal or non-proscribed manner and (e) has read and understands the Terms and Conditions of Sale and Website Terms and Conditions of Use.

12. COMPLIANCE WITH LAW
Both Buyer and Seller certify that they comply with all foreign and domestic laws with respect to Property purchased or sold, including, but not limited to, all import/export and tax laws.