TRAVEL AGENT PROS CONTRACT

The Applicant understands and agrees:

1. The Applicant warrants that he/she is legally qualified in his/her state of residency to become an Independent Contractor for Only Fun Vacations. Upon acceptance of this Application by Only Fun Vacations, Applicant will be an independent contractor responsible for his/her own business and not an employee of Only Fun Vacations. As an independent contractor, the Applicant will not be considered an employee of Only Fun Vacations for the purposes of the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, or any other laws pertaining to employees.

2. Applicant agrees to become an Independent Representative of Only Fun Vacations on the terms and conditions in this document, and the terms of the Only Fun Vacations Policies and Procedures, collectively referred to as the Agreement.

3. The Agreement shall not be binding on either party until Only Fun Vacations has accepted the application. The laws of the State of California shall govern all disputes between the parties.

4. The position of Independent Travel Representative does not constitute either the sale of a franchise or a distributorship. The Agreement is not intended and shall not be construed to create a relationship of agency, partnership, or joint venture between any Independent Travel Representative and Only Fun Vacations. The term of this Agreement shall be for one (1) year from the date of acceptance by Only Fun Vacations, unless earlier terminated. This Agreement may be renewed for successive terms of one (1) year, subject to earlier termination as provided in the Agreement. Independent Travel Representatives will apply annually based on the terms of their membership level.

5. An Independent Representative shall be entitled to cancel participation as an Independent Travel Representative at any time, for any reason, upon written notice to Only Fun Vacations.

6. Only Fun Vacations may terminate the Agreement immediately. Upon written or oral notice, the Independent Representative may be terminated for any breach of the contract contained in the Terms and Conditions herein and/or the Policy and Procedures.

7. Only Fun Vacations and Applicant understand and agree that Only Fun Vacations, at any time, in its sole discretion, modify the terms, conditions, and the Policies and Procedures, which, when delivered to Independent Representatives in writing or via website posting, shall become part of the Agreement.

8. Applicant acknowledges that no other purchase is required to become a Only Fun Vacations Independent Travel Representative.

9. To the extent the specific policies are inconsistent with the general policies, if at all, the specific policies prevail.

10. As an Independent Travel Representative, the Applicant shall:

a. Place primary emphasis on the sales and marketing of Only Fun Vacations' products and services.

b. Abide by any and all federal, state, county, and local laws, rules and regulations pertaining to the Agreement and the acquisition, receipt, holding, selling, distributing, or advertising of Only Fun Vacations products and services.

c. Make, execute or file such reports and obtain such licenses as are required by law or public authority with respect to this Agreement and the acquisition, receipt, holding, selling, distributing or advertising of Only Fun Vacations products and services, at the Independent Representative's own expense.

d. Be solely responsible for the declaration and payment of all local, state and federal taxes as may accrue because of the Applicant's activities in connection with the Agreement.

e. Not make any statements or representations regarding Only Fun Vacations products and services that are at variance with those contained in materials provided by Only Fun Vacations.

11. Applicant agrees not to utilize the Only Fun Vacations logo, trade name or trademarks in any way other than those pre-approved by Only Fun Vacations. Applicant agrees not to use the name Only Fun Vacations, or its executives, employees, endorsement personalities, service providers or affiliates in any medium without the express written consent of Only Fun Vacations. Applicant agrees to utilize only those items of literature and sales aids approved by Only Fun Vacations.

12. Applicant understands that no attorney general or other regulatory authority ever, endorses or approves any marketing plan. Independent Travel Representatives will make no such claims to others.

13. In the event a dispute shall arise between Only Fun Vacations and an Independent Travel Representative relating to the Agreement, including but not limited to, any portion of the Agreement, its terms and conditions, the Policies and Procedures, and covenants relating to the Agreement, terms, conditions, Policies and Procedures, any and all such disputes shall be submitted to binding arbitration under rules of American Arbitration Association. The arbitration shall be held in San Diego, California. The decision of the arbitrator shall be final and shall be entitled to enforcement, in the form of a judgment, in the Municipal or Superior Court of the County of San Diego, State of California. Any said judgment shall be entitled to full faith and credit in any other court of competent jurisdiction. Finally, in the event that any part of this Paragraph 13 is declared unenforceable by a court of competent jurisdiction, then the parties herein agree that any and all lawsuits concerning any dispute between the parties are only to be filed and venue in the Small Claims, Municipal or Superior Courts in the County of San Diego, State of California.

14. Applicant understands Only Fun Vacations does not discriminate in its acceptance or rejection of applicants because of race, creed, sex, color, or national origin.

15. Applicant understands that his/her Representative business can be inherited or bequeathed, but cannot be transferred or assigned during his/her lifetime without the written consent of Only Fun Vacations which consent shall not be unreasonably withheld.

16. The Agreement shall be binding upon and enforceable by the heirs, executors, administrators and transferees of the parties. In the event any provision or portion of the Agreement, including but not limited to, the terms and conditions, the Policies and Procedures, and covenants therein, are declared either void or unenforceable, the remaining portions or provisions shall remain valid or enforceable.

17. The Agreement constitutes the entire agreement between the parties with regard to the relationship of the Applicant and Only Fun Vacations and supersedes all previous agreements, understandings, representations, promises and negotiations on the subject. The parties agree that neither was induced to enter into this Agreement by any representations or statements not included within this Agreement.

18. Applicant agrees that they will conduct themselves in a professional manner at all times and will represent Only Fun Vacations to both the public and to Travel Suppliers in accordance with the policies and procedures outlined. Any dispute with a Travel Supplier should be resolved between Only Fun Vacations and said Travel Supplier to protect the existing relationship.

20. Travel Agent Pros are assigned to the following groups based on their membership or commissions earned:

a. TAP $299/year - For experienced agents. 70% commission on all reservations with potential to earn up to 80% on preferred vendors, personal & agent websites, email account, IATAN ID Card for qualified member, CLIA ID Card for qualified member, 100 business cards, marketing support, as well as Errors & Ommissions insurance coverage. Agent has full control of reservations and books directly with vendors. Annual fee is waived when agent earns over $3500.

b. TAP Explorer - Agents who earn over $2000 will receive 75% on preferred supplier bookings. Agents will also receive up to 10 complimentary copies of all customizable printed marketing materials.

c. TAP Voyager - Agents who earn over $5000 will receive 80% on preferred supplier bookings. Agents will also receive up to 25 complimentary copies of all customizable printed marketing materials.

d. TAP Assist $299/year - For newcomers to the travel industry or referral agents. Annual membership fee includes 100 business cards, CLIA ID Card, personal website, & email. Agent earns 40% commission and books only through TAP Assist reservation center. Agents are not allowed to contact vendors directly for reservations. Agent's clients also book via TAP Assist reservation center. Agent can graduate to the TAP program when bookings and knowledge level reach acceptable standards set by TAP Support Staff ($1000 in earnings).

Only Fun Vacations reserves the right to re-assign members based upon their annual commission earnings.

21. Commissions will be paid to Travel Agent Pro members as follows:

a. TAP Agent commission payments will be issued during the month following the actual receipt of the Agency Commission Payment. For example, if a TAP member books a cruise in January that sails in February and Only Fun Vacations receives payment from the supplier by February 28th, the TAP member will receive their share of this commission on or before the 30th of March.

b. Any refunds, credits, commission recalls or debit memos received by Only Fun Vacations for commissions owed to or already paid to a TAP member will be the full responsibility of the TAP member and will be deducted from TAP member’s commissions due.

c. TAP Members will be paid commissions on all air, hotel, car rental & condos made via the provided "Live" Internet Booking Engines. Air bookings will generate a $5/ticket commission; hotel & car bookings will generate a $5/transaction, condo rentals generate 70% commission split.

d. On approved vendor web sites, and via the Vendor's Reservations Centers a Commission Submittal Form must be completed and submitted accurately and timely (within 48 hours of 1st payment) to Costa Travel. Commission Submittal Forms can be found on the member’s admin website.

e. Only Fun Vacations will pay no commission for any bookings that TAP member does not complete and submit an accurate Commission Submittal Form to Only Fun Vacations with the exception of the provided booking engines on your site.

f. Only Fun Vacations charges an $8.00 service fee per airline ticket generated from a provided GDS. The TAP member receives 100% of the service fee they charge over the $8.00. GDS access is only provided to agents producing over 20 tickets per month. GDS access is available to agents not producing 20 tickets per month upon request at a cost of $50/month.

g. Service fees processed by Only Fun Vacations for agents will be charged the following fees and the difference paid as commission monthly based upon submission date. Charge backs are the responsibility of TAP Member. Air Fees: $8/ticket, All Other Fees: $8/transaction

h. One of the advantages of becoming a TAP member is access to some of the best commission contracts in the industry. This allows our agents a certain amount of pricing flexibility; however the Agency must receive their full portion of the contracted commission. For example, if the vendor pays 15% commission on a $1000 booking, the commission paid would be $150. Of that, Only Fun Vacations would retain 30% or $45. Any discounts would be taken from the remaining 70%. In the event that the 30% retained by Only Fun Vacations exceeds the total commission received, the remaining balance will be deducted from future agent payments. Exceptions may be made in certain situations, such as your personal travel, but a Travel Agent Pro Support representative must approve any deviation from this policy, in advance.

i. In the event that a Vendor commission is paid for which a Commission Submittal Form has not been received, and Costa Travel is forced to research the source of the commission, the lesser of the entire commission or a $25 fee will be charged to the Team Costa member.

22. The TAP member is entitled to all benefits outlined in the program, for up to 2 people, when the designated program level is fully paid. The TAP Member hereby authorizes that Only Fun Vacations automatically charge to the TAP Member's Credit Card the current stated amounts on the Travel Agent Pros website. Optional services, such as acquiring the CLIA card will be the responsibility of the TAP member.

23. Only Fun Vacations agrees to not market to TAP Member clients and that said clients would remain the property of TAP Member throughout the duration of the membership. TAP Member agrees that said clients, upon termination of membership have the right to purchase services from Only Fun Vacations or its affiliates if they so choose. TAP Member understands and agrees that providing client contact information to Only Fun Vacations is necessary to ensure prompt payment of commissions, maintaining customer service levels, maintaining the reputation of Only Fun Vacations & maintaining accurate accounting records.

24. The TAP Member agrees that acceptance of enrollment request by Only Fun Vacations makes this agreement valid until termination of membership. Only Fun Vacations reserves the right to cancel membership in the program at any time for violation of policies listed in this agreement and the Online Membership Manual. If termination or Non-renewal of the Membership occurs, the member is etitled to and will be paid their portion of outstanding commissions in the method outlined in paragraph 19, section A, of this agreement.