Free Declaration in Support - District Court of California - California

Case 5:07-cv-04808-JF

Document 46-3

Filed 07/03/2008

Page 1 of 70

18.2 Rieht or First Refusal. In return for valuable consideration, Buyer's receipt of

which is hereby acknowledged, (i) upon receiving or extending any final offer to acquire any or all of Buyers interest in this Agreement, its franchise relationship with BPWCP, or its ownership, leasehold or subleasehold interest in the real property or improvements that constitute the Premises, whether conveyed
through a business broker or directly, to any entity or person Dther than Buyer's cUlTent spouse or adult child

(natural or adopted)or (ii) upon the recordation of a Notice of Default that commences Buyer's lender's foreclosure of a mortgage or deed of trst encumbering the Premises, Buyer shalÍ offer such interest to BPWCP, in wrting, at the same price and on the same other term as those contained in the final offer or Notice of Default. Buyer shall give BPWCP a complete, legible copy of the final O'ffer including a breakdown of the amount for real property, equipment and goodwi1, an agreements in connection with the
proposed sale and the name and addres of the proposed buyer/transferee.. In the case of foreclosure, the

price will equal the amount required to pay the foreclosing lender to tennnate the foreclosure proceeding. Default and any later recorded Buyer shall give BPWCP a complete, legible copy of the recorded Notice of
Notice of Sale. BPWCP shall have Ù1irt (30) calendar days after its receipt of all data and documentation

required by it to evaluate the offer and exercise its right of first refusal by notifying Buyer in writing that it intends to exercise its right of first refusal and agreeing to pay Buyer the purchase pric.e, less the amount of

any applicable transfer fee, on the terms stated in the final offer, or the amount required to pay the
foreclosing lender to temùnate the foreclosure proceeding, as applicable, During the 30 day period,

BPWCP shall have the right of entry upon the premises to conduct reasonable environmental testing. If BPWCP exercises its right of first refusal, each time period in the fmal offer will be automatically extended
so that it starts on the date that BPWCP exercised its right of first refusaL. BPWCP may assign its right of first refusal, Buyer may consummte. first refusal to any third party. IfBPWCP does not exercise its right of
, . Buyer doe~ not do so within one hundred eighty (180) calendar

'-. ..
:..'.. .

the proposed transfer, but not at lower price or on more favorable tenI than those offered to BPWCP: òlf 'days after the date BPWCP received' right ,of first refusal procedure and satisfy" :'. "..' ,Buyer's written'offer, then Buyer must recommence-the. foregoing.
dependent onits.prior refusal to approve the piòposed tran,feree;..Buyeragrees to execute a memorandum "

, , ,the requiements of this Paragraph 18.2. BPWCp.'s, exercíse of. ,its' right of firt refusal shall :not 'be :':, .:' .
", of this Agreement to be recorded in the Offcial . take all other

,Records of the ,county where the Premises are located and"..,.: . " ,

action necessary to give effect to this right offirstrefusaI.': !:'" . ".'
18.3 Successors In Interest. Notwithstanding Paragraphs 18.1 and 18.4, if upon the

death or incapacitation for more than ninety (90) consecutive calendar days of Buyer (if Buyer is a natural person), a general partner of Buyer (if Buyer is a partnership) or a majority shareholder of Buyer (if Buyer

is a corporation), or majority-owning member of an LLC (if Buyer is an LLC), the interest in this
Agreement of such deceased or incapacit~ted person passes directly to an eligible person or persons whom the deceased or incapacitated has designated as his successor in interest, in writing in a form prescribed by and fied with BPWCP, and who notifies BPWCP within twenty-one (21) calendar days after the deaÙ1 or

incapacitation of ltis intention to succeed to such interest, then Ù1is Agreement shall continue for the remaining term hereof, provided that such successor in interest agrees in writing to assume all of the
obligations under this Agreement of the deceased or incapacitated and satisfies BPWCP's then CUITent

criteria for simlar franchisees. A person who is eligible to be designated a successor in interest is one who is (i) the adult spouse or adult child (natural or adopted) or parent of the deceased or incapacitated, (ii) a general parter of the deceased or incapacitated, (iii) a fellow shareholder of the deceased or incapacitated, Buyer is a sole proprietor, a designated legal (jv) a fellow member of Ù1e deceased or incapacitated or, (v) if Buyer heir. Only the most recently properly designated successor in interest will be recognized as such. If
has a spouse and designates someone other than Buyers spouse, Buyers spouse must agree to the designation.

18.4 BPWCP's Right to Assien. BPWCP shall have Ù1e lUestricied right to transfer
or assign all or any parts of its rights or obJigations under this Agreement, including its right of first refusal
described in Par~graph 18.2, to any person or legal entity.

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19.

Miscellaneous

19.1 Right of Entry. Buyer hereby gives BPWCP the right to enter the Premises at
all reasonable times and without prior notice, to detennne Buyer's compliance with the provisions of this Agreement. BPWCP may determne Buyer's compliance by.any means BPWCP selects, including without Product. limitation, the sampling and laboratory testing of

19.2 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns; provided, however: that Buyer shall
have no right to assign this Agreement, either voluntarily or by'operation of law, except as provided in

'Paragraph 18 above.

19.3 Force Majeure. In the event that either part, hereto shall be delayed or unable
to perform any act required hereunder by reason of Act of

Nature, strkes, lockouts, riots, insurrection, war,

governental act or order, or other reason of a like natue not the fault of or in the control of the part delayed in perfonnng work or doing acts requied. under the .tern of this Agreement, then performance of such act shall be excused for the period of the delay. The provisions of this Section shall not operate to

excuse Operator from prompt payment of all fees or any other payments required by the tern of this
Agreement.

19.4 Notices. Except as limted by applicable law or as otherwise stated in this
Agreement; any and all notices' and other communications hereunder shall be deemed to have beel\duly

," given when delivered personally or fort-eight (48) hours after being maHed, certified or registered mail'or
overnight mail, retUm receipt requested, postage prepaid,' jnthe English language, to the Premises if to :
,Buyer aIId: to. the address set forth

on :the' rust. page' of this .Agreement i£oto BPWCP, .unless otherwise d .:. .

. ,.'

directed in writing by,BPWCP. ,,' ,'., '. . ,,~ . ',,' "
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, 19,5 Relationship of: the 'Par-ties. Buyer agrees:.that nothing in ,this Agreement . creates a joint venture, agency, employment partership;or,simlar.relationship between it and BPWCP, and Buyer shall have no authority to bind BPWCP in any way.. Buyer wil not assert otherwise. Buyer shall undertake all obligations as an independent contractor. and, shall exercise and be responsible for the exclusive coiitrol of the Premises, the employees and alJ activities' conducted there. Operator shall be responsible for complying with alJ the applicable workers' and unemployment compensation, occupational disease, wage and hour, disability and similar laws. BPWCP shall have no control over employees of the
:,

"

Operator, including without limitation the temJ and conditions of their employment Operator shall continuously display on the exterior of the building in a conspicuous manner at a point visible and
accessible to the public. a legible sign meeting 'BPWCP's specifications, showing that Operator is the owner of the business being conducted thereon.

19.6 Waiver. No purorted waiver by either party hereto of any provision of this Agreement or of any breach thereof shall be deemed to be a waiver of such provision or breach uness such
waiver is in wrting signed by the part makig such waiver. No such waiver shall be deemed to be a
subsequent waiver of such provision or a waiver of any subsequent breach of the same or any other

provision hereof.

19.7 Compliance. Buyer shall at all times comply with aU laws and applicable government requirements and obtain and maintain all necessary licen~es and permts for the perfonnance of its obligations hereunder.

19.8 Authority. .Buyer hereby represents that as of the date hereof, Buyer has the
authority to enter into ths Agreement and that no consents of thrd parties other than those which have been obtained and are' attached hereto are necessary to enable Buyer to perform its obligations hereunder. Buyer

represents that as of the date of this Agreement, Buyer is in compliance with all leases, contracts and
agreements affecting the Premises and Buyer's use and possession of the Premises.
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19.9 Prior Course of Denling. BPWCP and Buyer acknowledge and agree that this Agreement is not to be reformed, altered, or modified in any way by any practice or course of dealing during or prior to the term of the Agreement or by any representations. stipulations, warranties, agreement or understandings, ex.press or implied, except as fully and 'expressly set forth herein or except as may subsequently be expressly amended by the written agreement of Buyer and BPWCP by their authorized
representatives.
19.10 Further Assur::nces. Buyer agrees to execute and deliver such other documents

and take such other action as may be necessary to more effectively consuirate the puqroses and subject
matter of

this Agreement. -' ,

19.11 Non-exclusivity. Buyer has no exclusive territory, BPWCP may establish
additional ARCa or other brand or no brand Gasoline or other fueling facilities in any location and proximity to the Premises.
19.12 Other Businesses. In order to ensure that there is no interference with access for delivery trucks, storage or delivery, Buyer will obtain BPWCP's prior written consent to the placement of any other businesses or equipment on the Premises which consent wil not be unreasonably delayed or withheld.
19.13 Ethics. Buyer acknowledges that giving payments or other inducements to any

employee 'or agent of BPWCP in connection with this Agreement or Buyer's franchise relationship with . BPWCP violates BPWCP's ethcal policies and entitles BPWCP to termnate this Agreement. Franchisee
;, p':;..~: ,":
., :. '.. ::;.

,;,' ..inducements..:' ..

shall notify, BPWCP's Security Departent if any ~mployees or agents solicit payments or

other

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Agreement.would otherwise be governed 19.14, Applicable Lnw. Except where this by federal law"this Agreement shall iIi all ,respects' be:il1terpreted, enforced and governed under the laws of
, the state where the Premises .are located. If any, provision ohhis. Agreeroent:should be determned' to" be

invalid or unenforceable, such provision shall be'deemed to be severed or limited, but only to the extent required to render the remaining provisions ,of this' Agreement enforceable, and the Agreement as thus amended shall be enforced to give effect to the intention of the parties insofar as thai is possible.
19.! 5 He::diii!!s aiid Gender. The paragraph headings in this Agreement are intended

solely for convenience of reference and shall not in any way or manner amplify, limit, modify or otherwise

affect the interpretation of any provision of this Agreement, and the neuter gender and the singular or plural

number shall be deemed to include the other genders or numbers whenever the context so indicates or
requires.

19,16 Entire Agreement. This Agreement and the exhibits attached hereto and any
wrtten agreements executed contemporaneously with this Agreement relating to the PreI1ses, set forth the
entire agreement between' the paries and fully supersede any and all prior agreements or understandings

between the parties, pertaining to the subject matter hereof, and, except as otherwise expressly provided herein, no change in, deletion from or addition to this Agreement shall be valid unless set forth in writing

and signed and dated by the parties hereto. '

This space is intentionally left blank.

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Buyer hereby ::cknowledges having re::d this Agreement in its entirety and fully understands and
::grees to its contents. No representative of BPWCP is authorized

by BPWCP to orally modify,

amend, add to or waive :iny provision of this Agreement. '
IN WITNESS WHEREOF, the panies hereto have execut~d this Agreen'lent as of the day and year first
above written.

BP West Co::st Products LLC

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Buyer: .- ~ ;z;;
Name

Witness:

WGviJ

Each of the undersigned, as owner, p::rt owner, mortgagee or lien holder, for himself and his legals -8 ~
representatives, successors and .::ssignees, hereby consents to the foregoing ::greement, including' /. without liinit::tion, to the installations,.maintenance, repair, replacement and remov::! of all required, " :"
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Titl" ~-I Witn"" ¥ !f~ ~tlWv
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interest in, right to levy', the undersigned further w::iyes aiiy upon, mortg::ge. or otherwise make anyclainn ::gainst' any ~uch ,trade dress or tr::demarks and'", :. ,.
trade dress.and trademarks. Each of

confirms BPWCP's title to and right of removal of any property provided or loaned by BPWCP.
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Name
Title:
Witness:

..Name

Title: Witness:

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Exhibit A

Trade Dress ReQuirements

See Attached bookJet entitled "Minimum Trademark Standar.ds, Trade Dress Requirements and Trade Dress Options for Selling ARCO Branded Motor Fuels at Retail Outlets".

This sp::ce is intention::I\y left bl::nk.

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Exhibit B

Shared Trade Dress Costs for ARCO Branded Gasoline Onl"
Cost - % Share
Trade Dress Item

BPWCPlDealer

Restrictions

All Exterior Decals

100% BPWCP 100% BPWCP
100%

Interior Decal Kit
Iluminated Building BuIJnose

BPWCP

Max. loa Feet, 50/50 thereafter

Canopy Bullnose LED
Non-ilumated Canopy BuIJnose

50/50
100% Dealer

(back of Canopy)

10 Sign - Freeway - Sign/ace Only
10 Sign Fwy - Pole and Foundation
ID Sign Face

100% BPWCP
100% Dealer

100%'BPWCP
. ,.' ~. ,

10 Sign Foundation and Architectural Veneer/Pole
ID Sign - Building - 3 x 10 ARCO Logo Sign

100% Dealer

,'
100% BPWCP
i 00% Dealer

Non-ID Sign - 24 Hour Signs
Non-lD Sign - Metal Info SignsBumper Post, , Ta~

50/50
100% Dealer 100% Dealer

Paint

Permts for Signage
Coming Soon Banners Pump Toppers (all hardware)

100% BPWCP
SO/50

Quick Crete Cement Trash Container

i 00% Dealer

Tank Tags
Channel Letter

100% BPWCP 100% BPWCP

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Exhibit B (Continued)

Trade Dress Item

Cost - % Sh::re BPWCPlDealer

Restrictions

Canopy Sparks

100% BPWCP

(Max. 4 Sparks)

VSAT Equipment: (1) Hughes Satellite
DishIOO% Dealer and (2) Hughes

100% Dealer

Indoor Unit - Satellite Receiver (3) Deicer (if required for colder climate)

* Any costs not set forth as being p::id or shared by BPWCP sll::ll be at the sole expense of the OperatorlBuyer

This space is intentionally left blànk.

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AMENDMENT TO CONTRACT DEALER GASOLINE AGREEMENT

(Branded Diesel Fuel) Facility: 82461

Customer Account: 0996439

THIS AMENDMENT, dated as of Ii .2 8g~ , amends the Contract Dealer Gasoline
Agreement ("Agreement")dated .: - ,'I 000 ,between BP West Coast Products LLC, organized in Delaware ("BPWCP") and STTN nterprises, Inc. ("Buyer") with delivery premises at 631 San

Felipe Road. Hollster, CA 95035 ("Premises"). -' '
It is hereby agreed by and between the parties that effective on the date written above or the Commencement

Date of the Agreement, whichever is, later, the Agreement is hereby amended to provide that except as set
forthbelow, any references to "motor fuels comprising gasolines and gasoline-containing materials bearing

the ARCO trademark and other identifying symbols," "gasoline" and "product" shall be construed to include
such motor fuels comprising diesel fuel and diesel fuel-containing materials bearing the ARCO trademark and

other identifying symbols ("ARCO branded diesel fuels and diesel fuel-containing materials") as Buyer may
purchase and receive from BPWCP and BPWCP may sell and deliver to Buyer at the Premises during the

term hereof.
It is understood and agreed by and between the parties that Temporary Voluntary Allowances ("TVA's") are
not applicable to diesel fuel or diesel fuel-containing materials and, therefore, the terms and conditions

relating to TVA's set forth in the Prices provisions, Paragraph 5 of the Agreement, are not amended and supplemented by this Amendment. It is further understood and agreed by and between the parties that,
except as herein specifically amended and supplemented, all other terms and conditions of the Agreement, as previously amended and supplemented, shall be and remain in full force and effect.
This Amendment automatically supersedes and terminates, as of the Effective Date hereof, any and all qther

contracts, agreements or understandings between the parties covering the sale and delivery of ARCO
branded diesel fuels and diesel fuel-containing materials to Buyerat the Premises for resale therefrom.

BUYER ACKNOWLEDGES THAT BUYER HAS READ THIS AMENDMENT AND FULLY UNDERSTANDS ALL OF THE TERMS. PROVISIONS AND CONDITIONS HEREOF.

This Amendment is not binding until executed by Buyer and by an authorized officer or manager of BPWCP.
IN WITNESS WHEREOF, the parties have executed this Amendment.

BP West Coast Products LLC

Franchisee
STTN Enterprises, Inc.

() 41/iJ 7-~~t~

~==
Nazim Faquiryan

$J3D )6
Date

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:t - if - tJV

Date

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Facilty #82461

AR#0996439
Contract Dealer

Access and Maintenance Services A2reement For VSAT EQuipment

Agreement between",~ Ent~es, lnc. ("Ownet') and BP West Coast Products LLC ("BPWCP") dated , II i - .

WHREAS
Owner operates an ARCO gasoline franchise located at 631 San Felipe Road, Hollster, CA
95035 ("Premises").

Whereas the Owner is required to utilize VSAT equipment for communcation in connection with
the operation of the franchise business

BPWCP has an agreement for access and maintenance services with Hughes Network Systems
("HNS") for maintaining the very small aperte terminal ("VSA T") Equipment at ARCO locations.

THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. BPWCP will notify HNS that Owner is to receive the same maintenance services for the
Equipment listed in Exhibit "A" as BPWCP receives for the same or similar equipment.
2. PES Maintenance Service

a. HNS shall provide the hub access and Maintenance Services to keep the Personal
Ear Station ("PES") Equipment listed in Schedule A in, or restore the Equipment to, good working order, subject to the tenns and conditions hereinafter provided. b. Owner agrees to provide HNS with full, free and safe access to Equipment.
c. HNS wil restore Owner's PES Equipment to good working condition by perfonning

the following cOITective maintenance as required:
i. Diagnostic testing to detennine the existence and cause of the malfunction 11. Removal and replacement of any malfunctioning Equipment 11. Reorientation (repointig) of the antenna subsystem iv. Repair and replacement of PES interconnecting cables v. Reloading initializing instructions and recommissioning Vi. Verification of proper operations and completion of

service report

vll. Notification to the Owner host that Equipment has been restored to
operational status

Vll. Repairs for outages caused by birds' nests or high winds whose velocity is
less than the greater of 125 miles per hour or the velocity specified by the manufacturer of the equipment
3, Period of Maintenance - the period of Maintenance Services is seven (7) days a week,

twenty-four hours a day (7x24) including holidays.

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4, Response Times
,,'
a. HNS wilJ attempt to provide all BPWCP accounts four (4) hour average resolution Ninety percent (90%) of the time, but actual resolution times wil var depending on the seventy of

b. Field Service Dispatch - HNS wil authonze field Service dispatch, according to the
maitenance response timetable given below~

the problem '
Response Time
. 4 hours

Maintenance Response Time Table
Distance from Service Office
..

0-50 miles

51-100 miles
101-150 miles

5 hours
6 hours 10 hours

151-200 miles

Over 200 miles
5. Charges and Payments

24 hours

Owner wil pay BPWCP $90, payable by Electronic Funds Transfer between the first and

fifteenth day of each month, at BPWCP's discretion. The charges may change if the Equipment on Exhibit A is changed or upgraded or if the equipment waranty coverage
changes dunng the term of this Agreement.

6. Services for Additional Time and Matenals Charges PES Maintenance Services beyond the service coverage selected or beyond the scope of this Agreement are available on a best reasonable effort basis at the Demand Service Rate se
fort in Exhibit B.

a. PES Maintenance Services Not Included

1. Pars or equipment damaged or lost though catastrophe, accident,
lightening, theft ITom Owner's premises, misiise or negligence by Owner or Owner's agents, or failure of, or faulty, electrical power, operator error, or malfunction of data communication Equipment not provided to Owners by Hughes,

ii. Implementation of changes, modifications, or alterations in or to the
Equipment other than upgrades and configuration changes approved by HNS.

iii. Removal of the Equipment or any accessones, attachments, or other
devises. b. Additional HNS charges wil be billed to owner's trade statement by BPWCP and
are due and payable withi 10 days of such statement and all such charges may be

collected by BPWCP via EFT. Owner acJmowledges that if HNS deems the
services are not par of the PES Maintenance Services, Owner wil reimburse via
EFT

for all charges for such services.

7. Pnce Increase

On the anversar of Commencement Date durng the Initial Tenn or any Renewal Terms

hereafter, pricing may be increased by the percentage by which the Consumer Pnce Index (CPI) for all Urban Owners; U.S. City Average as published by the U.S. Deparent of
Labor, Bureau of

Labor Statistic, has increased during the pervious May-to-May period.

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8. Term
The tenn of this agreement shall be additional one (1) year terms provided

one (1) year, and shalJ automatically be renewed for

that either part may termnate on 30 days prior wrtten notice if the VSAT equipment at the Premises is removed or if the agreement
between BPWCP and HNS is terminated and no new agreement is entered into.

If the Contract Dealer Gasoline Agreement between Owner and BPW:CP is terminated or expires,
this Agreement wil terminate or expire at the same tie. .

IN WITNESS WHEREOF, the paries have duly executed tils agreement on the date first wrtten
above.

OWNR: STTN Enterprises, Inc.
Nazim Faquiry..n

BPWCP

BY\~
Title:

~

Br:4~
dlMkdM .

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PES EQUIPMENT LIST EXHIBIT A
Item 1.0 or 1.2 Meter Antenna Indoor Unit Ethernet port Serial ports

QQ i
1

1

TOTAL MONTHLY CHARGE
.~
Note: Monthly Maintenance Charge to Commence upon successful completion of

2 $90

installation and

activation ofVSAT equipment.

DEMAD SERVICE RATE
EXHIBIT B

1. T&M Rates
a. $125 per onsite hour
b. Material at a mutually acceptable cost

c. Round-trp travel charges between service' center and Owner site as follows:

51-100 miles $260
101+ miles $430
2. False Call-Out Charge

26-50 miles $130

1-25 miles $70

In the event that Owner calls out an HNS Service Representative to a PES site, and such Representative determines that the problem was not caused by HNS, HNS may assess a False Call-Out charge of $200 per instance, or HNS will charge $125.00 per hour with a one (i) hour minimum.

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Faciliy Number: 82461

ADDENDUM TO CONTRACT DEALER GASOLINE AGREEMENT (PAYPOINTNETWORK NON-LESSEE RETAILER).

This ADDENDUM, effective , ("Effective Date") is at ched to, incorporated in and
made a part of the Contract Dealer Gasoline Agreement, dated l) . , by and

between BP West Coast Products LLC ("Franchisot') and STTN Ent rise, Inc. "Franchisee"), the operator of an ARCO location located at 631 San Felipe Road, Hollster, CA 95035 ("Facility").
1.

Aqreement
Franchisor shall provide PayPointCI Network Service ("PayPoint Network") to Franchisee.

Franchisee shall perform as provided herein.
2.

Definitions (a) The term "PayPoint Network" shall mean those services more fully described in Paragraph 3 below,
(Df 'Tht'i'~rm "Approval" shall mean that, for a Transaction entered into the PayPoint Network,
Financial

Institution or the PayPoint Network has caused a response to be transmitted to Franchisee

through the PayPoint Network which indicates that the Transaction is approved or, for preauthorized
transactions, ~ gasoline purchases, that certain products or services may be purchased or performed, ~ that gasoline may be pumped.

Institution has caused a response to a Transaction to (c) The term "Denial" shall mean that Financial be transmitted through the PayPoint Network which indicates that the Transaction is not approved.

(d) The term "Working Day" shall mean any day except Saturdays, Sundays and any other days on which financial institutions are regularly closed.
(e) The term "access card" shall mean an access card issued, directly or indirectly, by a participating
Institution.

Financial Institution to a Cardholder of such Financial Institution. An access card shall have the name of the Cardholder encoded and/or embossed thereon and/or a name, number or code which
identifies such access card as being issued by a Financial

(f) The term "Cardholder" shall mean a natural person or entity doing banking business with a
such Cardholder.

participating Financial Institution and to whom such Financial Instiution has issued or proposes to issue an access card. The term "Cardholder" includes a natural person or entity purporting to be

(g) The term 'ïransaclion" shall mean each use of an access card by a Cardholder for the purpose of paying for a purchase of a product or service or receiving cash or a refund from Franchisee

through use of the PayPoint Network to which a participating Financial Institution responds with an

approval or denial code. '
(h) The term "deposit account" shall mean the checking, savings and/or other account of Cardholder
at a participating Financial Institution that is accessible via an access card.

(i) The term "PayPoint Acc:ount(s)" sllall mean the accounts at participating Financial Institutions or participating networks to which funds from Cardholders' deposit accounts shall be transferred. These funds so transferred shall be used to credit Retailer's Accounts.

New or Existing 8PWCP Non-Lessee Paypoint Retailer: All States

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m The term "Retailer's Account" shall mean the account maintained by Franchisee at a financial institution that is a member of the Cal-Western Automated Clearing House Association or the
National Automated Clearing House Association and named by Franchisee on Exhibit C, attached hereto, incorporated herein and made a part hereof, as the account into which deposits resulting from Cardholder Transactions at Franchisee's location are made.

(k) The term "POS Terminal," "POS System," or "POS Equipment' shall mean the point-of-sale
device(s) or system used by Franchisee, which must meet the communications protocol and criteria

of the PayPoint Network. '

(I) The term "Settlement Day" shall mean any day excluding weekends and the following holidays: New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day as well as any other days on which the Settement Bank(s) are closed.

financial instiutions, networks or Members or Affilates of participating networks which execute
agreements with Franchisor to participate in or provide services through the PayPoint Network.
. 3.

(m) The term "participating Financial Instiution," "Financial Institution," or "Network" shall mean the

PavPoint Network Description

The PayPoint Network shall enable Cardholders to receive cash or to pay for purchases of products and services by means other than cash, money order or check. Each Cardholder shall use an
access card to initiate a Transaction. Franchisee shall promptly honor all valid access cards when presented by Cardholders and shall treat Cardholders from all participating Financial Instiutions equally. Franchisee shall use a P~S Terminal and may also use one or more Island Card Reader devices ("ICR Device") that are in communication with the PayPoint Network computer facility(ies),

When the Cardholder's access card is inserted in the P~S Terminal or ICR Device, infonnation
encoded on the magnetic stripe on the reverse of the access card shall be read by

a magnetic stripe reader. The Cardholder shall enter his or her Personal Identification Number ("PIN") on a key pad.

The encoded information, the encrypted PIN, the purchase amount or preauthorization request,.

and

such other data regarding the Transaction as Franchisor may reasonably require, shall be transmitted

from the P~S Equipment to the Pay Point Network computer facility(ies) and from the PayPoint Network computer facilty(ies) to a participating Financial Instiution. Financial Institution shall
respond with either an approval or denial for the requested Transaction.
With certain types of P~S equipment, certain purchases, §. gasoline, may be preauthorized by the

participating Financial Institution before any product or service is purchased or performed; the actual purchase amount shall be transmilted to the

Financial Instiution after the Cardholder has obtained such product or service. It is understood and agreed that the actual purchase amount shall be no more than the amount preauthorized.
The final purchase amount shall subsequently be debited fonn the Cardholder's deposit account and

credited to the Retailer's Account via the PayPoint Account(s). Franchisee shall not permit anyone to
complete a Transaction unless Franchisee has received approval through the PayPoint Network.

4.

Rent Commencing on the Effective Date, if this is a subsequent PayPoint Agreement between Franchisee and Franchisor, or the Commencement Date, as defined below, if this is the initial PayPoint
Agreement between Franchisee and Franchisor or, where applicable, the first day of the thirteenth month following the Commencement Date, Franchisee shall pay to Franchisor, for participation in the PayPoint Network, transaction fees in the amount set forth on Exhibit A, which is incorporated herein, made a part hereof and attached hereto. Such fees shall be due and payable to Franchisor on or before the tenth day of the month following the month in which such fees were incurred during the

term of this Addendum. Provided, however, that if Franchisee installs and ICR device at the Facility

prior to the Commencement Date and operates it thereafter, Franchisee shall pay no fees for
participation in the PayPoint Network for the first twelve months following the Commencement Date

and 50% of the applicable fees for the balance of the term of this Agreement. The term "Commencement Date" shall mean the date on which the first "live" Transaction, that is, a Transaction involving a Cardholder at the Facility, is provided to Franchisee through the PayPoint
Network.

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Commencing on the Effective Date, if this is a subsequent PayPoint Agreement between Franchisee

and Franchisor or, if this is the initial PayPoint Agreement between Franchisee and Franchisor, on
the Commencement Date, and thereafter on or before the first day of each month during the term of this Addendum, Franchisee shall also pay Franchisor telephone line charges set forth on Exhibit A. It is understood that if Franchisee's product agreement(s) with Franchisor expires within the first tWelve

months following the Commencement Date and Franchisee and Franchisor execute a new Addendum to Contract Dealer Gasoline Agreement (PayPoint Network Non-Lessee BPWCP
Retailer) and Franchisee has installed and is operating an ICR Device and is therefore eligible for the

waiver of transaction fees as set forth above, Franchisee shall pay no transaction fees for
participation in the PayPoint Network for the number of months remaining of the original twelve
month waiver period following the original Commencement Date referred to in this Addendum.

If Franchisor terminates this Addendum at any time during the term of this Addendum for cause or
because Franchisee has been designated a Special Retaiier as described in Paragraph 14, or if Franchisee elects to terminate this Addendum at the end of the thirteenth month following the Commencement Date, as provided below for Franchisees on their initial PayPoint agreement, Franchisee shall pay Franchisor as set forth on Exhibit D, attached hereto, incorporated herein and

made a part hereof, for disconnection and removal of telephone lines. Franchisee agrees to pay
promptly when due and to hold Franchisor harmless from all fees, and sales, use, rental, gross
receipts, inventory, excise, income and any other taxes (including interest, penaltes, and additions to tax) imposed by any federal, state or local governmental authority upon Franchisee or Franchisor (except those taxes based upon or measured by the net income of Franchisor) in connection with any payments made pursuant to this Addendum. Franchisee agrees to pay promptly when due and to hold Franchisor harmless from all sales or use taxes and other similar taxes (including interest,

penalties and additions to tax) imposed upon or with respect to charges or the use of any loaned
property. Franchisee shall furnish to Franchisor, promptly upon request, any documentation, which in Franchisor's discretion is required to evidence the payment of any tax, including, but not limited to, official receipts of the appropriate taxing authorities, copies of tax returns and canceled checks.

If this is the initial PayPoint agreement between Franchisee and Franchisor, on the first day of the
thirteenth month following the Commencement Date, Franchisee shall have the option, upon giving

Franchisor at least 30 days prior written notice, to terminate this Addendum; to downgrade. the
number of PayPoint Electronic Cashiers (Island Card

Readers), if applicable; to downgrade to the

Paypoint Cashier only (ARCOmatic terminal), if applicable; or the downgrade to the PayPoint
Authorization Terminal (low end terminal device). Any downgrading of equipment is at Franchisee's
sole cost and expense.
5.

Security Franchisee shall require each Cardholder to enter his or her PIN on the P~S Equipment at the

Facility in order to initiate a Transaction, except to complete Preauthorized Transactions. All
Cardholder PINs transmitted to Franchisor must be encrypted at the P~S Terminal or lCR Device where the PIN is entered and must remain encrypted from such point of entry throughout the
PayPoint Network. After completion

of the Transaction, no PINs shall be retained by Franchisee.

Franchisee agrees to take all precautions Franchisor may reasonably require to ensure security of data transmitted between the Franchisee location and participating Financial Instiutions and in no event shall Franchisee permit PINs to be transmitted "in the clear."
6.

Transaction Approval or Denial It is understood that participating Financial Institutions have sole discretion to give approval or denial to Transactions requested by Franchisee and a Cardholder. Franchisee agrees to draw no positive

or negative inference about a Cardholder from a participating Financial Institution's approval or
deniaL.

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7.

Access to Franchisee Location: Promotion and Evaluation of PavPoint Network

Franchisee agrees to provide reasonable access to the. Franchisee location to Franchisor's
employees, agents and contractors

and participating Financial Institutions, shall require access to install and test the PayPoint Network Service and equipment, to demonstrate PayPoint Network Services to Cardholders, to studY
contractors, to participating Financial Institutions. Franchisee acknowledges that Franchisor

and, if accompanied by Franchisor's employees, agents or

Cardholder use of the PayPoint Network and to ensure Franchisee's compliance with this Addendurn.

To the extent permitted by law, Franchisee agrees to place, at the Franchisee location, promotional and other materials provided by Franchisor. Franchisee agrees further to cooperate with Franchisor in it efforts to promote and evaluate the PayPoint Network.
8.
Interruption of Service

Franchisor and Franchisee shall cooperate to resolve any system malfunction or problem that

intelTpts normal operation of the PayPoint Network. Franchisor shall provide instructions and
procedures for the handling of Transactions that are initiated when communications between Franchisor, the participating Financial Institutions and the Franchisee location are interrupted.
Franchisee shall immediately notify Franchisor's Maintenance Department if there is an interruption of the PayPoint Network.
9.

Cardholder Refund or ReversalNoid Transactions Cardholder refund transactions shall not be processed electronically, but shall be processed by refunding cash or otherwise reimbursing the Cardholders. Receipts shall be made available to
Cardholders in accordance with Paragraph 10 of this Addendum for all such Transactions.

10.

Receipts For each Transaction approved through the PayPoint Network, Franchisee shall make a receipt available to the Cardholder. The receipt shall contain all information required by Federal Reserve Board Regulation E or other applicable laws and regulations. Receipts shall include the following
information: Cardholder's access card number, name and location of the Facilty, date, time, amount of Transaction, type of Transaction (payment), type of account to or from which funds are transferred (unless only one type of account may be accessed), Franchisor assigned transaction or trace number and/or Financial Instiution assigned reference number if the Transaction has been transmitted to Institution, and, if applicable, any Transaction Fee. Financial
Franchisee understands and agrees that portions of this Addendum are for the benefit of-participating Financial Institutions and therefore, if Franchisee breaches some of the terms and conditions of this Addendum, including but not limited to:

(a) breaches of the Receipt provisions of this Paragraph 10;
(b) breaches of the Cardholder Dispute provisions of Paragraph 11 of this Addendum;
(c) initiation or attempt to initiate by Franchisee or its agents or employees unauthorized

transactions;
(d) uses of any participating Financial Instiution's name or marks or references to any participating Financial Institution in any advertising, point of purchase material, news release or trade publication without Franchisor's prior written consent or the sublicense or attempt to sublicense Franchisee's right to use such name or marks after receiving such consent;

(e) failure to display, to the extent permitted by law, promotional and other materials as required by Paragraph 7 of this Addendum or failure to cease using and return any such materials should any
participating Financial Instiution withdraw from PayPoint Network participation:

(f) drawing a positive or negative inference about a Cardholder from a participating Financial Instiution's approval or denial in breach of the provisions of Paragraph 6 of this Addendum;

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(h) faiiure to follow the PayPointNetwork procedures set forth in Paragraph 3 of this Addendum;
(i) breaches of the Confidentialiy/Non-Disclosure provisions of Paragraph 16 of this Addendum;
G) breaches of the Security provisions of Paragraph 5 of this Addendum; or

(k) breaches of the Indemnification provisions of Paragraph 15 of this Addendum.

Franchisor or participating Financiallnstitution(s) shall have the right to name Franchisee a "Special Retailer" and to recover from Franchisee for the amount of all claims, liabilty, losses and expenses, notwithstanding any limits contained in Paragraph 15 of this Addendum, and (including, without limitation, attomeys fees) asserted against or incurred by Franchisor or such Financial Institution(s) as a result of such breach. Such right to recover on the par:. of Franchisor or participating Financial Institutions shall include the right to debit the Franchisee's Trade Statement or electronically debit Retailer's Account, if Franchisee has not forwarded such amount to Franchisor within a period of time

specified in a notice to the Franchisee. Such third party beneficiary rights shall be enforceable
against Franchisee despite any defenses Franchisee may have against Franchisor.

Furthermore, Franchisee understands and agrees that a breach of this Addendum may be grounds for termination/non-renewal of the Contract Dealer Gasoline Agreement.
11.

Resolution of Disputes
(a) Cardholder Disputes

Franchisee acknowledges that participating Financial Instiutions are required by Federal law to
resolve errors asserted by Cardholders, and to provide documentation requested by Cardholders, within certain time limits. Franchisee agrees to cooperate with Franchisor and participating Financial Institutions to resolve Cardholder disputes or inquiries about PayPoint Network Transactions. To

faciliate resolution of Cardholder disputes, Franchisee shall retain, for a period of at least one
hundred eighty (180) days, copies of receipts issued to Cardholders pursuant to Paragraph 10 of this Addendum, or reports from which Transaction information can be retrieved. In response to an oral request by Franchisor or a participating Financial Institution, to be confirmed in writing, Franchisee shall, within three (3) Working Days of the oral request, send documentation to Franchisor or to such Financial Institution, as instructed by Franchisor, showing requested receipt information for any Transactio"n that occurred within the previous one hundred eighty (180) days. If Franchisee faiis to provide the requested information within three (3) Working Days, Franchisor shall, at the request of the participating Financial Institution, debit Franchisee's Trade Statement or electronically debit the Retailer's Account for the amount disputed by the Cardholder and credit, through the participating Financial Instiution, the Cardholder's deposit account for the amount disputed. The obligations of this Paragraph 11 shall survive. termination of this Addendum. Detailed procedures for customer dispute resolutions are incorporated herein, made a part hereof and attached hereto as Exhibit B.
(b) Franchisee Disputes

Franchisee agrees to review all Franchisee Account Statements and Management Reports (including journal tapes, daily sales reports and Management Report Printer tapes) and, within 60 days of a Transaction, to notify the PayPoint Network computer facility(ies) by telephone, to be confirmed immediately in writing, of any errors, discrepancies or disputes that Franchisee has concerning such Transaction. Neither Franchisor nor participating Financial Institutions shall be liable for errors, discrepancies or disputes of which Franchisee fails to notify Franchisor within such 60 day period. If Institution the resolution of the error, discrepancy or dispute by Franchisor or a participating Financial
involves a credit to Franchisee, Franchisor shall pay Franchisee such credit by check.
(c) Disputes Over Merchandise or Service

Franchisee shall handle all disputes over quality of merchandise or services purchased from
Franchisee by Cardholders directly with Cardholders and shall indemnify and hold Franchisor and participating Financial Institutions harmless from any claim, action, damage or expense, including strict liability in tort, arising out of such disputes or the sale of goods or services by Franchisee; provided, however, to the extent Franchisee's petroleum or non-petroleum franchise agreements, if any, are contrary to this provision as to Franchisor, such petroleum or non-petroleum franchise agreement shall be controllng as to Franchisor.

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12. Transaction Error Resolution

In certain unusual circumstances, Retailer's Account may be erroneously credited with an amount for

a Transaction that did not occur at the Franchisee location or with a duplicate of an amount of a

Transaction or fees for which Retailer's Account was previously credited. In such circumstances,
Franchisee shall, within three (3) Working Days of receipt of an oral request, provide Franchisorwith

the amount of such erroneously credited or duplicate amount. If Franchisee fails to provide Franchisor with such amount, Franchisee agrees that' Franchisor shall have the right to debit Franchisee's Trade Statement or electronically debit Retailer's Account for the amount of such
erroneously credited or duplicate amount so that Franchisor may properly credit the Cardholder or

other retailer's account.
13.

Settlement: Settlement Reportino Franchisor shall process all approved Transactions captured each Settlement Day and any preceding

non-Settlement Day and make arrangements for the funds to which Franchisee is entitled to be
deposited into his or her Retailer's Account.

Deposit and Transaction totals shall be made available to Franchisee by way of the P~S Terminal, if

possible; otherwise, by way of written reports. Franchisor shall als'o mail to Franchisee, on request,
summary reports of PayPoint Network Transactions at the Facility.
14.

Term; Termination Except as otherwise provided in this Addendum, PayPoint Network Service shall be provided from the Effective Date or, where applicable, the Commencement Date until the termination or expiration

of Franchisee's Contract Dealer Gasoline Agreement with Franchisor. The Commencement Date shall be set forth in a notice from Franchisor to Franchisee.

Franchisor may terminate this Addendum for any reason upon at least ninety (90) days advance
written notice to Franchisee. For cause, Franchisor may terminate this Addendum immediately upon

giving written notice to Franchisee. In addition, Franchisor may, at its sole option, terminate
Franchisee's abilty to accept access cards from certain participating Financial Institutions or terminate this Addendum or the Contract Dealer Gasoline Agreement immediately if a Financial Institution notifies Franchisor that it has designated Franchisee as a "Special Retailer," 1s a
Franchisee that Financial Institution has reason to believe has originated unauthorized Transactìons to a Cardholder's deposit accounts or a Franchisee from whom an excessive number of Transactions back, that is, debit of Franchisee's Trade Statement as more fully are ultimately subject to charge described in Paragraph 10 of this Addendum or a Franchisee who violated or failed to comply with the Security provisions referred to in Paragraph 5 of this Addendum. On the first day of the thirteenth month following the Commencement Date, Franchisee may terminate this Addendum for any reason

upon at least thirt (30) days advance written notice to Franchisor. ln the event of termination,
Franchisee shall return to Franchisor

all instructional and promotional material Franchisor has

provided for use with the PayPoint Network and shall cease to use and display the "Marks" as
defined in Paragraph 17a and participating Financial

Institutions' trademarks, trade names and trade indicia and shall remove all decals and signs indicating Franchisee's participation in the PayPoint Network and, if Franchisee is terminated for cause or because he/she has been designated a Special Franchisee, Franchisee shall pay the applicable amount set forth on Exhibit D.
In the event Franchisee refuses to, or is unable

to return the material and/or to cease use and

display, then Franchisor shall have the right to enter Franchisee's Facility and remove all such
material, decals, and signs, and Franchisee agrees to pay the costs therefor.
15.

Indemnification Each part shall indemnify the other and hold it harmless and Franchisee shall indemnify participating Financial Institutions from any claim, action, damage or expense of any kind arising solely from fault or neglect of the indemnifying party, including but not limited to claims of infringement of any patent, copyright, trade secret or other proprietary right in the operation of the PayPoint Network. Neither party shall be liable to the other for any special, indirect or consequential damages, including but not

limited tolost profits, even if the parties have knowledge of the possibility of such damages.
Franchisee shall indemnify, hold harmless and defend Franchisor and participating Financial
Institutions from and against all claims, losses, costs, damages, liabilities, and expenses (including
;"I~dsonable attomeys' fees) which are suffered as a result of any Transact~on or attempted

T'.ansaction and arise out of:

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(a) Personal injury or tangible propert damage suffered or incurred by any person on Franchisee's

premises;
(b) Negligence or fraudulent conduct of Franchisee, Franchisee's agents and employees and

independent contractors;

system/network by Franchisee from any point in the PayPoint Network including the data communication link connecting the PayPoint data .processing facilty(ies) and any Financial
Institution's debit card system/network, and P~S equipment;

(c) Unauthorized entry of data into the PayPoint Network or any Financial Institution's debit card

(d) Unauthorized receipt of data from any Financial Institution's debit card system/network by
Franchisee from any point in the PayPoint Network including the data communication link connecting the PayPoint data processing facilty(ies) and any Financialli:stitution and P~S Equipment;

(e) Disputes over Franchisee's sale or lease of goods or services; or
(f) Failure of Franchisee, its employees, agents and its independent contractors to comply with this Addendum, or with applicable federal, state, or iocallaws, rules or' regulations.

However, Franchisee shall not be liable for the failure by any Financial Institution to discover a Technical Error, onginated by Franchisee.
16.

Confidentiality: Nondisclosure Franchisee acknowledges that all information that is disclosed to, or comes to the attention of
Franchisee for purposes of the development or operation of any aspect of the PayPoint Network

purpose other than Franchisee's use of the PayPoint Network or disclose said Information or
knowingly permit Franchisee's employees or contractors to disclose said Information to any person
who does not have a specific need to know in performance of work hereunder.

(herein "Information") is strictly confidentiaL. Franchisee agrees that Franchisee shall not use for any

outside Franchisor and Franchisee, or to any employee or contractor of Franchisor or Franchisee
Franchisee acknowledges that participating Financial Institutions have a responsibility to their
Cardholders to keep all records pertaining to Cardholders' banking transactions (herein "Cardholder

Information") strictly confidentiaL. Franchisee shall maintain the confidentialiy of Cardholder
Information.

This paragraph shall not prevent the participating Financial Institutions from disclosing to their
Cardholders information about such Cardholders' individual transactions.

Franchisor agrees to use reasonable care to avoid disclosure of information relating to sales by
Franchisee (herein "Sales Information") other than to Financial Institutions and other third parties who
require access to Sales Information for purposes relating to Franchisee's use of or Franchisor's

operation of the PayPoint Network. Franchisor's obligation of non-disclosure shall not apply to any Sales Information which is or becomes available to the public other than through breach of this Addendum by Franchisor. It is presently Franchisor's policy (which may be changed at any time by Franchisor at its sole option without notice) to destroy all records of Sales Information after two (2)
years. Franchisor's obligation of non-disclosure with respect to Sales Information shall terminate

upon destruction of such Sales Information.

The obligations of this Paragraph 16 shall survive termination of this Addendum.

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17.

Service Mark License
(a) PayPoint, PayPoint Electronic Cashier, PayPoint Cashier, PayPoint Network, PayPoint and

''Triangle'' design, Electronic PayPoint, and the "Triangle" Design (hereinafter called "Marks") are.

service marks of Franchisor. .

(b) During the term of this Addendum, Franchisor grants to Franchisee for use at Franchisee's

Facilty a non-exclusive license and right to use the marks in connection with the PayPoint Network
approved by Franchisor and such equipment is maintained in good operating order and is operated in
accordance with Franchisor's training program and guidelines as

as defined in Paragraph 3, but only so long as such services are performed using equipment

promulgated from time to time by

Franchisor.

(c) Franchisor shall have the right at all time to enter F.ranct:isee's Facilty for the purpose of
inspecting the equipment used with the PayPoint Network, and to satisfy itself that services are being

provided to the public according to Franchisor's standards.

(d) During the term of this Addendum, Franchisee shall be permiited to use and display the marks

and other names and trade indicia used or authorized for use by Franchisor in connection with the PayPoint Network, but only in accordance with standards as set forth from time to time by Franchisor

for the type of facilty Franchisee is operating. Franchisee shall only be permiled to use or display
names, marks, symbols, or trade indicia belonging to participating Financial

Instiutions in conjunction

with PayPoint equipment or on advertising upon Franchisor's prior approval, and such use and display is subject to whatever restrictions Franchisor or such institutions may prescribe.
(e) Franchisor expressly reserves the right to change, alter, modify, or withdraw the Marks, or any of them including the PayPoint name, at any time by giving Franchisee not less than thirty (30) days
prior written notice thereof. In the event of such change, alteration or modification, Franchisee

agrees that it shall henceforth not use the mark or name which has been changed, altered, modified,

or withdrawn. In the event the PayPoint name is changed, altered, modified, or withdrawn by
Franchisor, it is agreed that the new name or Mark shall be substiuted for "PayPoint Network" as it appears in this Addendum.

to Franchisor any right, title, or interest thereto. Particularly, Franchisee agrees, during and after the

(f) Franchisee recognizes Franchisor's ownership and title to the Marks and shall not claim adversely

term of this Addendum, not to use, register or attempt to register as a trademark or as a trade or corporate name, or aid any third party in registering or attempting to register, any of the Marks or any marks, names, or symbols confusingly similar thereto, or incorporating one or more of the words in
such marks or names as trademarks or service marks, or as trade or corporate names.

(g) All use of the Marks by Franchisee shall inure exclusively to the benefit of Franchisor and Franchisor may utilze such use in registering or defending such Marks. Franchisee agrees to
cooperate with Franchisor in providing evidence or testimony relative to or supporting Franchisee's
use of said Marks. Any registrations obtained by Franchisee contrary to Section (f) shall be held in trust for Franchisor and assigned by Franchisee to Franchisor upon Franchisor's request.

(h) Upon termination of this Addendum or the Contract Dealer Gasoline Agreement, the

undertakings and duties of Franchisee in Sections (f) and (g) shall survive and Franchisee shall

cease using and remove the Marks and any names, marks, symbols, or trade indicia of participating Financial Institutions as set forth in Paragraph 14 of this Addendum.
;~

18.

Force Majeure

No failure, delay or default in performing any obligation hereunder shall constitute default or breach of this AddBndum to the extent that it arises from causes beyond the control and without fault or neglect of the part otherwise chargeable with failure, delay or default, including but not limited to: action or

inaction of governmental, civil or miltary authority; strike, lockout or other labor dispute; war, riot or
civil commotion; theft, fire, flood, earthquake, natural disaster; or default of a common carrier.

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The party wishing to rely on this paragraph to excuse failure, delay or default shall, when the cause arises, give the other party prompt written notice of the facts cnnstituting same, and when the cause ceases to exist, give prompt notice to the other party.
19.

Assiqnment Franchisee shall not assign any of its rights or delegate any of its obligations pertaining to the

PayPoint Network without the prior written consent of Franchisor. Any assignment or delegation made without such prior written consent shall be void .and any assignment or delegation to which
Franchisor consents must be in conjunction with an assignment of the Contract Dealer Gasoline Agreement.
20.

Prices. Goods and Services
No provision of this Addendum shall be construed as an a\3reement by Franchisor or participating Financial Institutions to the retail prices charged or the quantity or quality of goods sold or services

rendered by Franchisee to Cardholders or to customers of Franchisee.
21.
Independent Contractor

Franchisor and Franchisee are independent contractors with respect to the subject matter of this Addendum and neither party nor its employees shall be deemed for any purpose to be the agent, employee, servant or representative of the other with respect to the subject matter of this Addendum.

IN WITNESS WHEREOF, the parties have executed this Addendum, or caused it to be executed on their
behalf on the dates indicated below.

BP West Coast Products LLC

Franchisee
STTN Enterprises, Inc.

rJJLAp t~7-j/-~ Date

~

b 120 jOiL
Date

Wi~
,"!

:: -(/- cX

Date

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BPWCP Contract DealerlDistributor
PayPoint Network Fees
Transactions per Month

Fee per Transaction,
$.10 .08
.06 .04
.02-

o to 1 ,000

1,001 to 2,000 2,001 to 3,000
3,001 to 4,000
Over 4,000

Minimum Monthly Charge:: $60.00
There wil be no transaction fee during the. first 12 months following the Commencement Date if. Retailer installs a PayPoint Electronic Cashier(I, purchased through BPWCP, at the pump island.
Phone Line Fee Options:

Leased Line - $200 per month plus any phone company pass-through costs including installation for each dedicated line. or Dial Line -- installation costs plus monthly phone charge including per item phone calls.

Biling and Payment Terms:
Unless Retailer is entitled to 12-month waiver of the fee as set forth above, a fee will be charged for each Transaction. By the twentieth day of the following month, Retailer wil be issued an invoice for: the total
transaction times the fee per transaction for the tier achieved; the monthly phone line fee; and any portion of

the monthly minimum not achieved. Invoices are payable upon receipt.
If Retailer's Contract Dealer or Distributor Agreement expires and is not renewed or is canceled prior to the expiration of the PayPoint Retailer Agreement, the PayPoint Agreement wil be canceled or, at BPWCP's
option, can be converted to a Non-BPWCP PayPoint Retailer Agreement.

Transaction Definition:

A "Transaction" means each use of an access card by a Cardholder for the purpose of paying for a purchase of a product or service or receiving cash, scrip, a refund or a reversal/void from Retailer's Facilty through use of the PayPoint Network to which a participating Financial Institution responds with an Approval or Denial

code.

\~I

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EXHIBIT B

Retaiier Resolution of Cardholder Disputes
PayPoint Network

A cardholder dispute is initiated when a financial institution is notified of its cardholder's complaint. ff a cardholder informs a Franchisee that a problem exists with a transaction made at the retail facilty prior to the date of the complaint, the Franchisee should inform the cardholder that the complaint should be taken to the cardholder's financial institution. All resolutions must originate at the cardholder's financial institution.
Examples of complaints:

a)
b)

Cardholder was charged twice for a purchase.

Cardholder never made the purchase, he/she was biled for by his/her financial institution.

Procedure for resolution of cardholder complaints by the PayPoint Network:
1)

Cardholder disputes a transaction and notifies financial institution.

2)
3)

Financial institution then notifies the Franchisor switch of the problem.
The switch researches its records and makes every effort to find the disputed

transaction in

order to resolve the problem.

4)

However, if the switch is unable to find the disputed transaction in the records maintained at
the switch, the Franchisee wil be notified via telephone. The switch contact person wil provide the Franchisee with the data furnished by the financial instiution and request a copy of the. cardholder receipt and/or a copy of the Management Report Printer (MRP) report showing the disputed transaction information.

5)

This telephone request will be immediate1y followed by a written request - a copy of the

PayPoint Network Retailer Transaction Information Request form containing all the required
transaction information. This form wil be mailed to the Franchisee within one (1) working day
of the telephone call. A copy of

this form is attached.

6)

The Franchisee wil have only three (3) working days after receipt of the request to research
the transaction and send the requested information to the financial institution listed on the form.

7)

The Franchisee is subject to chargeback of the transaction amount in question if the requested information is not sent within three (3) working days.

8)

The Franchisee must send a copy of the completed PayPoint Network RetailerTransaction

Information Request form along with a copy of the customer receipt and/or MRP report (the
same information furnished to the financial institution) to the Franchisor switch within one (1) working day of sending the information to the financial institution.

89

BP 02863

Case 5:07-cv-04808-JF

Document 46-3

Filed 07/03/2008

Page 24 of 70

EXHIBIT C

PavPoint Network Retailer Account Desiqnation*

RETAILER:

, ADDRESS:
CITY:

STATE/IP CODE:
i HEREBY AUTHORIZE BP WEST COAST PRODUCTS LLC, , TO CREDIT THE ACCOUNT-- DESCRIBED

BELOW FOR SETTLEMENT PURPOSES FOR SERVICES PROVIDED THROUGH THE BPWCP
PAYPOINT NETWORK.

THE ACCOUNT TO WHICH SUCH CREDITS SHOULD BE APPLIED IS
ACCOUNT NO.
AT

BRANCH NO.

PAYPOINT NETWORK RETAILER
BY:

TITLE:
DATE: