Subscription to Offering Preparation Services, Resources, and Offering Support Service: $2,500.00 By purchasing our services you are agreeing to the following:

1. Regulation D Resources Enterprises, Inc. (the "Company" or "Regulation D Resources") grants to Subscriber (or "Client") a non-exclusive subscription to the Regulation D Resources website and Regulation D Offering preparation services. The subscription provides the Subscriber with a license to utilize the offering resources provided by Regulation D Resources for the creation of ONE securities offering. Offering documentation, in whole or in part, may NOT be utilized for additional offerings or transactions without obtaining an additional license for use. Subscriber shall not resell or utilize Regulation D Resources documentation, or language from Regulation D Resources source materials for additional transactions. Subscribers use of the service constitutes acceptance of this services agreement and all of the terms and conditions contained herein.

Services fee: Subscription to the Regulation D Resources offering preparation website and related services is a fee of $2,500.00. This fee is paid in two stages: $1,980.00 (the "retainer") initially to retain our services and access our consulting and resources. The balance of $520.00 is paid 30 days net from the original subscription date. By purchasing our services the Client agrees to and authorizes the $520.00 payment which shall be due and payable 30 days net. For Clients that purchase our services with a credit card the processing of the second payment will occur on the 30th day or within a reasonable amount of time after the 30th day at Regulation D Resources discretion. Clients who pay the retainer by check will be contacted prior to the 30 day date to arrange payment. Client agrees to and authorizes the second payment which will be processed on the original credit card unless otherwise directed by the Client at the time of engagement of our services. Regulation D Resources is not required to provide notice that the payment is being processed. A receipt will be provided to the Client after the payment has been processed.

This entitles the Subscriber to access our services for a period of five (5) months from the date of initial subscription. The Subscriber will have access to and use of all of the included services and resources contained within the website, including offering support via e-mail and telephone support service, for the duration of the five (5) month subscription term. Subscriptions can be extended for an additional 5 months for Clients needing longer than the standard 5 months of access. Subscriber must contact Regulation D Resources prior to account expiration to request an extension. Extensions are provided at the sole discretion of Regulation D Resources Enterprises, Inc. Subscribers that need access for longer than 5 months will be charged an extension fee of $399.00

2. The programs offered through Regulation D Resources are all United States Securities and Exchange Commission programs. While these programs have been shown to be very effective in raising private capital, Regulation D Resources does not guarantee that Subscribers will successfully raise capital by utilizing the Regulation D 504, 506, or SCOR programs. The marketing and investor resources provided within the website have shown interest in selling or investing into private securities, however Regulation D Resources does not guarantee that any securities will be sold or purchased using these sources. Contact information on the marketing resources is deemed accurate but not guaranteed.

3. The Subscriber is solely responsible for compliance with all applicable Federal and State securities laws. The Subscriber is solely responsible for ensuring all applicable State and Federal filings related to the offering are completed properly and filed with the respective State and Federal regulatory agencies on time. The Subscriber is solely responsible for ensuring that full and proper disclosure has been made to investors via the offering documentation created through our service. Regulation D Resources does not engage in vetting of information and data provided through the offering documents nor does Regulation D Resources engage in due diligence on Subscribers behalf to ensure all pertinent information related to the company and offering has been disclosed via the offering documents.

Therefore, Subscriber hereby indemnifies, defends and holds Regulation D Resources Enterprises, Inc., and its officers, directors, owners, shareholders, agents, subscribers, and affiliates (collectively the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising from the utilization of disclosure documentation provided through our service.

4. The information and resources contained within this website are the property of Regulation D Resources Enterprises, Inc. and are provided for the sole use of Subscribers only. Use of Subscriber website resources and information by unauthorized users is prohibited and violators will be prosecuted to the fullest extent of the law. Subscribers agree to notify Regulation D Resources of any known or suspected unauthorized use of Subscribers account. The password and login entry codes provided to each Subscriber are for the sole use of the subscriber only. Usage of these entry codes by an unauthorized user is strictly prohibited. Dissemination of entry codes to an unauthorized user is prohibited and is basis for revocation of a Subscribers access to the site. The materials, processes, and information provided in our website are copyrighted and may not be resold by Subscribers or any third party in whole or in part.

5. Regulation D Resources is not a broker of securities registered with any Federal or State regulatory agency. The information contained within the website, and any information provided through the offering support service, via e-mail or telephone, should not be construed as legal or tax advice.

6. The Regulation D Resources website contains contact information on securities brokers that have shown an interest in selling private placements and Regulation D Offerings. Regulation D Resources is not responsible for the actions of any securities brokers, brokerage firms, or other professional entities that are listed within the website. Regulation D Resources Enterprises, Inc. agrees to use its best efforts to maintain accurate information within the website, including all downloadable documents and related resources, however Regulation D Resources makes no warranty as to the accuracy or completeness of the information contained within the website or within any documentation downloaded from the website.

7. Subscriber hereby indemnifies, defends and holds Regulation D Resources Enterprises, Inc., and its officers, directors, owners, shareholders, agents, subscribers, and affiliates (collectively the "Indemnified Parties") harmless from and against any and all liability and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by Subscriber of this subscription agreement and/or any claim arising from the Subscribers use of the Regulation D Resources Enterprises, Inc. website and related products and services, including reasonable attorneys fees. It is the Subscriber's responsibility to provide ample time to prepare the offering materials. Preparing an offering can take on average 2-8 weeks or longer depending on the quality of content provided by the Subscriber and the complexity of the transaction.

8. Regulation D Resources reserves the right to change or modify content aspects of the website and its related services. Any modifications to the website will be in an effort in improve the quality of service to Subscriber and will not alter the basic services of the site.

9. Payments are accepted via credit card (utilizing secure server), check, or money order payable to Regulation D Resources Enterprises, Inc. Subscribers accounts are activated instantly via credit card payment; Subscribers who opt to pay by check or money order will have account activation upon receipt and clearance of funds by Regulation D Resources. As an anti-fraud measure - accounts may be suspended at the discretion of Regulation D Resources if Subscriber provides inaccurate information (phone number, e-mail, address) at sign up.

10. For good consideration and as an inducement for Regulation D Resources Enterprises, Inc. or "Company" to provide Regulation D Offering preparation services and resources, Subscriber hereby agrees not to directly or indirectly compete with the business of the Company and its successors and assigns during the period of subscription and for a period of five (5) years following termination of subscription to services.

The term "not compete" as used herein shall mean that the Subscriber shall not own, manage, operate, consult or to be employed in a business substantially similar to, or competitive with, the present business of the Company or such other business activity in which the Company may substantially engage during the term of this agreement.

The Subscriber acknowledges that the Company shall or may in reliance of this agreement provide Subscriber access to trade secrets and other confidential data and good will. Subscriber agrees to retain said information as confidential and not to use said information on his or her own behalf or disclose same to any third party.

This non-compete agreement shall be in full force and effect for five (5) years, commencing with the date of subscription to Regulation D Resources services.

This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.

11. Construction and interpretation of this Services Agreement shall at all times and in all respects be governed by the laws of the State of North Carolina. Subscriber hereby agrees that venue for any legal action taken by Regulation D Resources Enterprises, Inc. against Subscriber, for any reason (including non-payment for services), shall be in the State of North Carolina, New Hanover County. Subscriber hereby waives any right they may have to legal venue in any other jurisdiction. Subscriber hereby agrees to pay any and all legal representation and/or collection fees incurred by Regulation D Resources Enterprises, Inc. in recovering subscription fees from Subscribers whose accounts are delinquent.

12. Regulation D Resources relies on the Subscriber to provide accurate and adequate content for the development of the private placement offering disclosure and subscription materials. Regulation D Resources may determine that a Subscriber is not providing accurate, complete information or is corrupting the process of creating a proper securities offering through other means. In such cases Regulation D Resources Enterprises, Inc. reserves the right to terminate this agreement at any time and provide a refund of the Services fee to Subscriber.

13. This constitutes the entire agreement between Regulation D Resources Enterprises, Inc. and Subscriber. Access to and use of our services and resources constitutes your complete agreement to and acceptance of the terms and conditions of this Services Agreement.