VISA® Business Card

1. Cardholder has accepted the revolving tri-party account (“Account”) made available to Cardholder by Issuer and authorizes Issuer to pay for Cardholder’s account items reflecting credit loans (“Cash Advances”) obtained through use of the Card. Credit Purchases may be purchased or leased by means of such Card by Cardholder from any retail business establishment which honors same (“Seller”) upon execution of a sales slip evidencing such Credit Purchase and bearing the account number of Cardholder embossed on the face of such Card or, in the case of telephone orders and mail orders, pursuant to the then current operating rules and regulations of VISA^®. Additionally, Cash Advances may be obtained through use of such Card (a) upon execution of a written request of Cardholder in a form furnished to him from any financial institution that is a member, alone or in association with others, of VISA^®, Inc., and (b) upon execution of a written separate agreement with Issuer for a VISA^® overdraft financial agreement, if offered by Issuer. All Credit Purchases and Cash Advances are effected at the option of the Seller and cash-advancing bank, respectively, and Issuer shall not be responsible for refusal by any Seller or cash-advancing bank to honor the Card or any “Related Card,” as defined in paragraph 4 below. Any refund, adjustment or credit allowed by Seller shall not be by cash but rather by a credit advice to Issuer, which shall be shown as credit on Cardholder’s account statement with Issuer.

2. Cardholder promises to pay Issuer at the address specified on the periodic statement for all such credit extended, together with any INTEREST CHARGE as herein provided, all such payments to be in lawful money of the United States of America. Payments must be made to Issuer in US dollars drawn on a US Financial Institution.

3. If Cardholder incurs charges in any other currency, the charges will be converted into US dollars. The conversion may occur after the transaction date and the conversion rate may differ from the rate of exchange in affect at the time of the transaction. Cardholder agrees to pay the converted amount to issuer in US dollars.  International transactions will be subject to a 1.0% fee imposed by VISA^®.

4. Cardholder shall be jointly and severally liable and agrees to pay for all Credit Purchases and Loans obtained through the use of any other Card bearing Cardholder’s account number that has been issued to another person by reason of such person being a member of Cardholder’s family, or otherwise issued upon Cardholder’s request (all such Cards bearing the same VISA^® account number hereinafter collectively called “Related Cards”).

5. Issuer will inform Cardholder from time to time of the maximum amount of debt (“Credit Limit”) that may be outstanding in the Account at any time, which Credit Limit is made a part of this Agreement by reference. Cardholder agrees not to use or permit the use of the Card in any manner that would cause the outstanding balance in the Account ever to exceed the Credit Limit. If the outstanding balance in the Account ever exceeds the Credit Limit, Cardholder shall pay such excess to Issuer immediately upon notice from Issuer.

6. Cardholder agrees to promptly notify Issuer of any change in address by writing Issuer at the address shown below.

7. As of the end of each monthly billing cycle, Cardholder will be furnished a periodic statement showing, among other things, (i) the amount owed (“Previous Balance”) at the beginning of the billing cycle, (ii) the amount of all Cash Advances, Credit Purchases and INTEREST CHARGE posted to the Account during the billing cycle, (iii) the amount of all payments and credits posted to the Account during the billing cycle, and (iv) the total amount due (“New Balance”) at the end of the billing cycle which amount is the sum of (i) and (ii) less (iii).

8. Cardholder agrees to pay to Issuer, within 25 days (“Payment Due Date”) from the “Closing Date” shown on the periodic statement, the sum of (i) either (a) the entire New Balance or (b) at Cardholder’s option, an amount which shall be at least 3.5% of the New Balance or $15.00, whichever is greater, and (ii) any amount that is past due and any amount that is in excess of the Credit Limit. If the New Balance is less than $15.00 , it shall be paid in full. If Cardholder has given Issuer a proper notification of a billing error, as that term is defined in the Truth-in-Lending Act and Regulation Z promulgated by the Board of Governors of the Federal Reserve System, the minimum payment will not include any amount attributable to the items covered by such notification until Issuer shall have complied with the Act and the Regulation.

9. If Cardholder obtains Cash Advances or elects to pay for Credit Purchases in installments in the manner provided in paragraph 8(i)(b), each periodic statement will include, and Cardholder agrees to pay, an INTEREST CHARGE calculated at a monthly Periodic Rate, subject to the limitation provided below, not to exceed the maximum rate permitted by law. The monthly Periodic Rate is calculated by dividing the ANNUAL PERCENTAGE RATE by 12.

10. The INTEREST CHARGE on Cash Advances and Balance Transfers is calculated in accordance with Method A shown in paragraph 11. The INTEREST CHARGE on Credit Purchases is calculated in accordance with Method G, also shown in paragraph 11.

11. Method A - Average daily balance method (including current transactions). The INTEREST CHARGE on Cash Advances and Balance Transfers begins from the date you obtained the cash advance, or the first day of the billing cycle in which it is posted to your account, whichever is later. There is no grace period. The INTEREST CHARGES for a billing cycle are computed by applying the monthly Periodic Rate to the “average daily balance” of your account. To get the average daily balance, we take the beginning balance of your account each day, add any new purchases, cash advances or balance transfers, and subtract any payments, credits, non-accruing fees, and unpaid interest charges. This gives us the daily balance. Then we add up all the daily balances for the billing cycle and divide the total by the number of days in the billing cycle. This gives us the “average daily balance.”

Method G – Average daily balance method (including current transactions). To avoid incurring an additional INTEREST CHARGE on the balance of purchases reflected on your monthly statement and on any new purchases appearing on your next monthly statement, you must pay the New Balance, shown on your monthly statement, on or before the Payment Due Date. The grace period for the New Balance of purchases extends to the Payment Due Date. The INTEREST CHARGES for a billing cycle are computed by applying the monthly Periodic Rate to the “average daily balance” of purchases. To get the average daily balance, we take the beginning balance of your account each day, add any new purchases, and subtract any payment, credits, non-accruing fees, and unpaid interest charges. This gives us the daily balance. Then we add up all the daily balances for the billing cycle and divide the total by the number of days in the billing cycle. This gives us the “average daily balance.”

12. The Monthly Periodic Rate used to compute INTEREST CHARGE is 1.05% per month. The corresponding ANNUAL PERCENTAGE RATE is 12.60%. There is NO annual membership fee.

13. Payment Crediting and Credit Balance: Payments received by 5pm EST at the location specified on the front of the statement after the phrase “Please Mail Your Payments To” will be credited as of the date of receipt to the account specified on the payment coupon. Payments made in person during normal business hours at branch locations where such payments are accepted will be treated as received on the same day. Payments that do not conform to the requirements set forth on or with the periodic statement (e.g. missing payment stub, payment envelope other than as provided with your statement, multiple checks or multiple coupons in the same envelope) may be subject to delay in crediting, but shall be credited within five days of receipt. If there is a credit balance due on your account, you may request, in writing, a full refund. Submit your request to the address indicated on the front of the statement after the phrase “Please Direct Written Inquiries to:”.

14. Cardholder agrees to pay a late charge not to exceed the lesser of $15 or 5% of the payment due after the payment continues unpaid for 10 days or more after the date the payment is due, including Sundays and holidays. Cardholder also agrees to pay a $20 fee for each returned payment tendered as payment on the Account.

15. Issuer may, after any notice required by law, without liability to Cardholder and without affecting Cardholder’s liability to Issuer for credit previously extended, decline to make further advances for Cardholder’s account under this open-end credit arrangement and revoke the Card, which remains the property of Issuer and which Cardholder agrees to surrender to Issuer upon demand and to not transfer to any third party. If the Card is lost or stolen, Cardholder agrees to notify Issuer immediately and to cooperate with Issuer, including but not limited to providing Issuer with all facts and information known by or reasonably available to Cardholder regarding such loss or theft.

16. If Cardholder requests Issuer to increase the Credit Limit, Cardholder agrees to furnish promptly to Issuer such additional financial or other information as Issuer may reasonably request.

17. If (a) Cardholder defaults in any payment required to be made on the Account or otherwise violates any provision of this Agreement or (b) Cardholder dies or seeks to obtain any relief as a debtor in any proceeding under any bankruptcy, insolvency or debtor-relief law, Issuer may at its election (i) decline to extend further credit under this Agreement (and Cardholder agrees not to make further Credit Purchases or to obtain further Cash Advances) and (ii) declare all amounts then owed to Issuer by Cardholder immediately due and payable, without prior notice or demand of any kind, which notice and demand are hereby waived by Cardholder.

18. Cardholder agrees to pay (i) all amounts actually incurred by Issuer as court costs and attorneys’ fees set by a court in connection with the collection of amounts due by Cardholder under the Account and (ii) premiums or other identifiable charges received in connection with the permitted sale of insurance.

19. THE VALIDITY, CONSTRUCTION AND ENFORCEMENT OF THIS AGREEMENT MAKING THE ACCOUNT AVAILABLE AND ALL MATTERS ARISING OUT OF THE ISSUANCE AND USE OF THE CARD SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND , TO THE EXTENT APPLICABLE, THE LAWS OF THE UNITED STATES OF AMERICA, INCLUDING THE TRUTH-IN LENDING ACT AND REGULATION Z OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.

20. Issuer may amend this Agreement as permitted by applicable law. Without limitation of the preceding sentence, the terms of this Agreement, including the rate or provision of law used to compute the ANNUAL PERCENTAGE RATE, are subject to revision as to current and future balances from time to time by notice from Issuer to Cardholder as permitted by law. Notice of any amendment to this Agreement shall be given as provided by applicable state and federal law.

21. Cardholder agrees that Issuer, its agents, or service companies may monitor and/or record any telephone communications with Cardholder.

22. Cardholder understands that VISA^® will not allow cards to be used for illegal purposes.

23. If the Card is lost or stolen, Cardholder should notify Issuer immediately, either by writing the Issuer at the address shown below or by calling 800-325-3678. There is no liability to the Cardholder for unauthorized use of the Card. “Unauthorized use” means the use of the Card by a person, other than Cardholder, who does not have actual, implied or apparent authority for such use and from which Cardholder receives no benefit.