BY USING OR ACCESSING the e-Stop Fuel Management Tool Kit you are agreeing to the following:

T-Chek Systems, Inc. 7525 Mitchell Road, Suite 100, Eden Prairie, MN 55344 ("T-Chek"), and e-Stop User ("Customer") hereby enter into this AGREEMENT to provide for daily access to e-Stop, which includes fuel price information published by T-Chek Systems, Inc. and AXXIS Petroleum, Inc. ("AXXIS"), truck stop amenities and photographs ("Information").

Access to e-Stop and Information as specified in this Agreement is for the express purpose of receiving data proprietary to T-Chek or those for whom T-Chek distributes data and Information for delivery. T-Chek’s online and Internet delivery services include providing access to computing, telecommunications, software and Information services provided by T-Chek ("the Service").

1. TERM: The effective date of this Agreement is the effective usage date of the e-Stop, and Information will be made available to Customer as of that date. Customer commits to subscribe to the e-Stop Information for an initial one-year term, and service shall thereafter continue on a month to month basis until canceled. Cancellation by Customer after the initial term requires that Customer deliver to T-Chek a thirty (30) day written notice on or before the first day of any month. Cancellation prior to the completion of this Agreement is subject to a fee equal to 50% of the balance required to fulfill the Agreement.

2. PAYMENT: T-Chek will receive from (invoice) Customer the flat rate of the established information cost per month, on a monthly basis, for a period of twelve (12) months commencing on the effective usage date of the e-Stop and this Agreement.

3. SERVICE RESTRICTIONS: Customer warrants that Customer shall use the Service only for Customer’s internal business purposes and shall not duplicate or copy the Service or any part thereof without the prior written consent of T-Chek. Customer shall not communicate, furnish or provide the Service, directly or indirectly, to any person, firm or corporation for the purpose of distribution by any means. All data accessed through T-Chek will not be utilized by other applications such as optimization, re-pricing, direct billing, price analysis or output, etc. without written consent of T-Chek. Any redistribution by Customer without prior written consent of T-Chek shall subject Customer to a $10,000 penalty for each violation. Customer agrees to adopt and enforce any regulation regarding protection of the confidentiality of the Service which T-Chek deems advisable to prevent the Service from being improperly distributed or removed from Customer’s premises.

4. PROTECTION OF PRODUCTS: Information and data are copyrighted and all copyright rules and regulations apply. All data accessed through T-Chek is for internal use only and it may not be utilized in other applications. T-Chek data, in whole or in part, may not be reproduced, redistributed, transmitted, or sold to third parties in any form or by means, electronic or mechanical. Exceptions to these conditions may be made by T-Chek upon written request from client and are subject to surcharges. The restrictions on use of the products of T-Chek shall continue even after this Agreement terminates.

5. WARRANTIES: While Information is derived from sources deemed reliable, T-Chek nor AXXIS does not guaranty the accuracy of the information. T-Chek nor AXXIS makes no warranty, expressed or implied, that the data supplied by or through T-Chek or AXXIS is suitable for any particular purpose or that it is up-to-date or correct. Aside from the warranties expressly provided herein, there are no other warranties regarding the Service, expressed or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose.

6. LIMITATION OF LIABILITY: Neither T-Chek, AXXIS nor any other party involved in providing or distributing information, under this Agreement shall have any liability or obligation to Customer for any errors or omissions in the information, or for any delays or interruptions in the transmission of the Service, or for any incidental or consequential damages incurred in connection with services provided or performed under this Agreement.

7. INDEMNIFICATION: Customer shall defend, indemnify and hold harmless, T-Chek, AXXIS and any other party involved in providing or distributing information or services provided under this Agreement, from and against any actions, claims, demands or proceedings arising out of Customer’s conduct or breach of this Agreement by Customer, and this indemnification shall survive the expiration or termination of this Agreement.

8. DEFAULT AND REMEDIES: Should Customer default in the performance of any of its obligations under this Agreement, including, without limitation, its obligation to pay any required fees when due, T-Chek may terminate the Service, in addition to and without excluding any other remedies available to it. Customer shall be liable for all monthly fees for the balance of the remaining term of the Agreement, for all costs of collection, including attorneys’ fees, and for all other costs T-Chek may incur in securing payment under this Agreement. Notwithstanding the foregoing, T-Chek may terminate this Agreement for any reason whatsoever upon thirty (30) days written notice. The remedies contained in this paragraph are cumulative and in addition to all other rights and remedies available to T-Chek under this Agreement.

9. FORCE MAJEURE: T-Chek shall not be responsible for delays or failures in the performance of its obligations hereunder resulting from circumstances beyond T-Chek’s reasonable control, including, but not limited to, acts of God, acts of third party information providers, failure, malfunction or inaccuracy of third party software, communications line failures, governmental regulations, riots, strikes, war or other disasters.

10. GOVERNING LAW: This Agreement shall be governed and interpreted in accordance with the laws of the State of Minnesota.

11. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the successors and assigns of the parties. T-Chek may freely assign any duties, rights or claims under this Agreement. Customer shall not assign any duties, rights or claims under this Agreement without the prior written consent of T-Chek, which shall not be unreasonably withheld. Any attempted assignment in violation of this provision shall be void.

12. SEVERABILITY: If any term or condition of this Agreement is held invalid or unenforceable, the remaining terms and conditions shall remain in full force and effect and shall not be affected thereby.

13. WAIVER: None of the provisions contained herein shall be deemed waived because of previous failure to insist upon strict performance thereof.

14. ENTIRE AGREEMENT: This Agreement represents the entire Agreement between the parties. All other oral or written agreements, representations, or understanding are superseded hereby and merged into this Agreement.