1. Services. Innovation Energy Group will provide Customer with the services ("Services") described in Schedule A hereto. 

2. Term and Termination. 

2.1 Term. This Agreement commences on the date of Innovation Energy Group’s signature on the first page of this agreement ("Effective Date") and will extend for an initial term as indicated in Section III on the first page of this Agreement ("Initial Term"). Upon the expiration of the initial term, this agreement will automatically renew for successive twelve (12)-month terms (each a "Renewal Term"), unless Innovation Energy Group or customer gives the other party written notice of its intent not to renew this agreement at least ninety (30) days prior to the end of the Initial Term or then current renewal term. Collectively, the initial term and renewal term are referred to as the 'Term" of this Agreement. 

2.2 Termination. 

a. Either party may terminate this agreement for any reason with 15 day written notice. 

b. Innovation Energy Group may terminate this agreement or suspend all or a portion of its services immediately if (i) Customer's performance of its obligations or use of the services violates any federal, state or local law, rule or regulation; (ii) it reasonably determines that a material adverse change has occurred in customer's financial condition, or that such a change is reasonably likely to occur in the next twelve (12) months; (iii) Customer fails to pay any amount due within two (2) working days of its due date; or (iv) based on its evaluation of customer's credit, financial condition or business prospects, that the extension of credit contemplated hereunder is not appropriate or viable. 

c. Termination will not affect Innovation Energy Group’s right to recover any amounts for which customer is liable or obligated under this agreement. Termination will not affect customer's responsibility to pay any amounts for which it is liable or obligated in connection with the services provided under this Agreement. 

3. Fees, Invoicing and Payment. 

3.1 Fees. Customer will pay Innovation Energy Group for all expenditures, fees, additional service fees and special fees, costs and charges (collectively, "Fees") if any charge on the MS (WORLD FUELS) cards issued to the customer. 

3.2 Taxes. Customer will pay or reimburse Innovation Energy Group for any and all applicable sales, use, excise, franchise or other taxes (collectively, "Taxes"), whether federal, state or local, however designated, which are levied or imposed with respect to the services charged on the issued card(s). 

3.3 Invoicing. Customer agrees that payments for fees are due and payable on the next business day after charges are incurred. Innovation Energy Group reserves the right to change customer's status to "default" if invoices are not paid in full or if customer's account is determined to be at risk due to payment history. If payment is not received (or if an invoice is not paid in full) on its due date, Innovation Energy Group will impose a late charge equal to $20 per day for every day past due date. Invoice discrepancies must be identified in writing by customer within thirty (30) days of the invoice date unless the discrepancy could not be reasonably ascertained from a review of the invoice. 

4. Compliance with Law. Customer will comply with, and will not use the services in violation of, any federal, state or local laws and regulations, judicial or administrative decisions, executive orders, rules or interpretations ("Legal Requirements") applicable to its business and will be solely liable for any violation of applicable legal requirements. Customer is responsible for (i) monitoring and interpreting customer's legal requirements; and (ii) determining the actions, disclosures, formulas, calculations, or procedures required for compliance with customer's legal requirements. Innovation Energy Group will not be responsible for any violation by customer of customer's legal requirements. Customer will use the services in accordance and compliance with this agreement and the written policies and procedures provided by Innovation Energy Group from time-to¬ time. Customer will not use the services in connection with any gaming business, adult or sexually oriented business, or multi-level marketing business. Innovation Energy Group will comply with, and with not provide the Services in violation of, any legal requirements applicable to it as a provider of the Services. Innovation Energy Group will have no obligation to take any action that would cause Innovation Energy Group, in its reasonable opinion, to be in violation of Innovation Energy Group' legal requirements. To the extent permitted by law, Innovation Energy Group and Customer will cooperate with each other in providing information or records in connection with examinations, requests, or proceedings of regulatory or law enforcement authorities. 

5. Representations and Warranties. Customer and Innovation Energy Group each represent and warrant: (i) they have authority to execute this Agreement; (ii) executing this Agreement does not constitute a material conflict with, breach or default under any applicable law, their respective charter or bylaws, or any documents, agreements or other instruments which are binding upon the parties; and (iii) this Agreement creates valid, legal and binding obligations that are enforceable against the parties. 

6. Disclaimer of Warranties. Except as specifically set forth in this agreement, Innovation Energy Group disclaims all warranties, express or implied, including without limitation, warranties of merchantability or fitness for a particular purpose, which relate to the services provided under this agreement. Further, Innovation Energy Group does not warrant that customer's use of the services will be uninterrupted or error-free. This agreement is a service agreement, any equipment provided to customer under this agreement is incidental to the services provided, and the provisions of the Uniform Commercial Code do not apply to this Agreement. 

7. Limitation of Liability. 

7.1 Innovation Energy Group will not be liable under any theory for special, indirect, incidental, consequential (including lost profits), exemplary or punitive damages; regardless of whether such damages were foreseeable, or Innovation Energy Group was advised of the possibility of such damages. 

7.2 Neither party may bring an action (regardless of form) for breach of this Agreement more than two (2) years after such party first knew or should have known of such breach; provided, however, this limitation will not apply to breaches of the confidentiality requirements herein. Each party will act to mitigate its damages. 

8. Indemnification. Customer Indemnity. Customer will indemnify, defend and hold harmless Innovation Energy Group, its directors, officers, employees, affiliates and agents against any third party claims, losses, costs, fines, penalties or damages (including court costs and reasonable attorneys' fees) (collectively, "Claims") arising out of or connected with Customer's (and Customer's users, affiliates, employees, agents or representatives) (i) gross negligence or willful misconduct; (ii) breach of this Agreement; (iii) use or misuse of any Service or product thereof or the MS (WORLD FUELS) Website (or corresponding materials or documentation); and (iv) actual infringement of any patent, copyright, trademark, service mark, trade secret or other proprietary right of a third party; Customer will not indemnify Innovation Energy Group for claims arising from Innovation Energy Group's acts or omissions for which Customer is entitled to indemnification. 

SCHEDULE A

Services Description and Additional Terms and Conditions

1. Services. The transaction card ("Card(s)") services {collectively the "Services") to be provided by Innovation Energy Group to customer hereunder are described on the first page of this Agreement and more particularly in this Schedule A. 

1.1 Cards. Innovation Energy Group will make Cards available to Customer. Cards may be used by customer and its authorized users at MS (WORLD FUELS) authorized Locations ("Service Centers") to purchase fuel, products, services (as defined in Section 3.2). Discounts, if any, that may apply to card fuel purchases, will vary by Service Center and may be terminated by Service Centers at any time. "Authorized User(s)" refers to Customer's employees and owner/operators operating under Customer's 'Motor Carrier Authority' who are designated and authorized by Customer to use Cards under the terms of this Agreement. 

1.2 Customer Purchase Policy. The Services provided by Innovation Energy Group will include the selections indicated on the Customer Purchase Policy, attached as Schedule C hereto. Individual deviations from the Customer Purchase Policy made on a case-by-case basis {e.g., one-time overrides) will not constitute a breach of this Agreement. Customer may adjust its Services selection by submitting an updated Customer Purchase Policy to Innovation Energy Group 

1.3 Customer acknowledges and agrees that this Agreement provides for financial accommodation services within the meaning of 11 USC §365. Furthermore, all issued hereunder and all extensions of credit in connection with the foregoing shall be deemed made, executed, delivered and consummated in the Commonwealth of Pennsylvania. 

2. Customer Representations and Warranties; Customer Responsibilities. 

2.1 Customer hereby represents and warrants: (a) the Cards issued to Customer will be used by Customer and Authorized Users. 

2.2 Customer is responsible for any and all use and unauthorized use of the Cards. Customer acknowledges that it is the Customer's sole responsibility to ensure and communicate the following to its designated Authorized Users: (i) Cards are used only as expressly authorized under this Agreement and Innovation Energy Group policies; (ii) Cards must be safeguarded from loss or theft; and (iii) Innovation Energy Group must be notified immediately of any unauthorized use, loss or theft of Cards. Customer will not be liable for unauthorized charges that occur after Customer provides Innovation Energy Group with written notification of specific loss, theft or unauthorized use of a Card. Customer acknowledges and agrees that 

a. it is responsible for establishing security policies, including the use of PIN (Personal Identification Number) always as well as other reasonable safeguards to prevent against the misuse of the Services by authorized users and is solely liable for any such misuse; 

b. it is solely liable for repayment of all Advances in connection with cards, regardless of whether such advances arise out of the loss, theft or destruction of, or the authorized or unauthorized use or misuse of, any card; 

c. any dispute regarding transactions will be determined between Customer and the respective merchant pursuant to Innovation Energy Group Policies; 

d. failure by Customer to promptly review and reconcile Card and check transaction reports provided by Innovation Energy Group may result in substantial undetected financial loss to Customer and an inability or waiver of the right to dispute such transactions pursuant to Innovation Energy Group policies; and 

e. neither Innovation Energy Group nor any of its affiliates is the producer, manufacturer, designer, distributor or seller of any fuel or other goods or services purchased with a Card, a Check or otherwise in connection with this Agreement. 

2.3 If Customer fails to comply with this Section 2, Customer will be required to reimburse Innovation Energy Group for all amounts or expenses Innovation Energy Group incurs as a result. All Cards issued to Customer shall remain the property of Innovation Energy Group and must be returned to Innovation Energy Group upon request. Innovation Energy Group may cancel, revoke, repossess or restrict the use of cards and withhold validation at any time, it is sole discretion. Use of the Cards and participation in the Innovation Energy Group fuel program is subject to customer's compliance with this Agreement, and policies and procedures as may be provided by Innovation Energy Group Innovation Energy Group reserves the right, at its sole discretion, to amend the Innovation Energy Group policies from time to time. " Innovation Energy Group fuel program" refers to the Cards, and the corresponding credit line and directories, made available by Innovation Energy Group for use at service centers and other various locations pursuant to terms of this Agreement. 

3. Credit Limit, Security Amount; Advances. 

3.1 Credit limit. Upon execution of this Agreement, Innovation Energy Group shall determine, in its sole discretion, whether to establish a monetary limit ("Credit Limit") on customer's card transactions and in what amount. The Credit Limit will be based on credit checks and reviews of financial statements, considering customer's payment method, the type and amount of the security amount and customer's current financial condition or such other information as Innovation Energy Group may deem appropriate. Customer acknowledges and agrees that Innovation Energy Group does not guarantee that it will establish or maintain an available credit limit for customer and customer hereby waives any and all claims against Innovation Energy Group and its affiliates based on such determinations by Innovation Energy Group Upon the determination by Innovation Energy Group to establish initially or to change customer's credit limit, Innovation Energy Group shalt give prompt notice to Customer of such determinations; provided, however, Innovation Energy Group shall have no liability for the failure to give any such notice. 

3.2 Customer agrees (i) not to request or permit card transactions in excess of the Credit Limit; and (ii) to repay all advances, without deductions or offsets. 

4. Return of Material. Upon termination of this agreement, customer shall immediately return to Innovation Energy Group or destroy (and upon request of Innovation Energy Group, certify destruction of) all Cards, cards which permit Customer to control activity on the Cards ("Control Cards"), Check Authorization Record{s), equipment, and other documents and materials provided by Innovation Energy Group to Customer. 

5. Innovation Energy Group rights upon Termination. Upon termination of this Agreement or Innovation Energy Group's determination that Customer has breached a representation, warranty, term, condition or obligation under this Agreement, Innovation Energy Group may immediately: (i) cease Card and Check transaction authorizations and Advances in respect thereof; and/or (ii) hold (and apply to Customer's repayment obligations) the fuel discounts processed by Innovation Energy Group on behalf of Customer; and/or (iii) apply the Security Amount to Customer's repayment obligations. AUTHORIZATION Customer hereby represents and warrants that the signatory below ("Authorized Representative") is duly authorized to execute this agreement on behalf of customer. Customer hereby authorizes, without reservation, (iv) Innovation Energy Group to process or otherwise manage credit transaction information in any manner deemed appropriate by Innovation Energy Group, but always, consistent with applicable law; and (v) any party or agency contacted by Innovation Energy Group or its agent to furnish the above-mentioned information at any time. Customer hereby agrees to be bound by all terms and conditions contained in the agreement and any corresponding attachments, Schedules or exhibits, as amended from time to time.