Membership Agreement

This agreement (this "Agreement") is between Animal Health Alliance L.L.C. ("AHA") and [name of card holder] ("Card Holder").

As a holder of an AHA membership card (a "Membership Card"), Card Holder is entitled to receive a 25% discount on certain veterinary services provided by veterinary practices that participate in the AHA discount card program ("Network Providers"). To receive the discount, Card Holder must present a current and valid Membership Card to the Network Provider when the qualifying veterinary services are provided.

The 25% discount is a discount off of the Network Providers' usual and customary fees for veterinary medical services and products administered in their practice. Usual and customary fees include fees charged to other groups that any pet owner may join to whom the Network Provider provides discounts on an ongoing basis.

Examples of services to which the discount apply include the following:

- Well checks and vaccinations

- All bacterial/viral infections

- Fungal infections

- Protozoal diseases

- Parasites

- Skeletal and muscular disorders

- Nervous system disorders

- Cardiovascular and circulatory disease

- Nervous system

- Diseases of the eyes and ears

- Cancers

- Endocrine diseases

- Gastrointestinal diseases

- Urinary and reproductive systems

- Poisons and overdoses

- Accidents

Card Holders are not entitled to a discount on the following products and services:

- any products the Card Holder will administer at home such as medications, food, and flea or heartworm preventatives;

- non-medical boarding and grooming;

- outside laboratory or other facilities or tests; or

- specials, such as coupons or special sales.

A Membership Card is issued to Card Holder upon payment by Card Holder of the annual Membership Card fee. The annual fee will be automatically renewed on each anniversary of the date when the Membership Card is first issued (the "renewal date") and charged to Card Holder's Pay Pal account, or other account established by agreement between AHA and Card Holder, unless Card Holder terminates this Agreement, as described below. Upon renewal (and absent termination), AHA will send Card Holder a new Membership Card for the renewal period.

Card Holder is solely responsible for all payments to Network Providers.

AHA and the Network Providers are separate entities. AHA is not responsible to Card Holder in any manner with respect to the provision by Network Providers of veterinary services.

Either party can terminate this Agreement at any time by giving written notice to the other party. A Card Holder shall not be entitled to a refund of the cost of a Membership Card if the Card Holder terminates this Agreement more than [30] days after the applicable renewal date. If AHA terminates this Agreement, Card Holder will be entitled to continue using the Membership Card until the end of the annual period in which the termination occurs.

Card Holder is aware that one or more Network Providers may terminate their participation in the AHA discount card program at any time.

MISCELLANEOUS

A) This Agreement constitutes the entire agreement between AHA and Card Holder with regard to the subject matter hereof, superseding all prior understandings and agreements whether written or oral. This Agreement may not be amended or revised except by a writing signed by the parties.

B) No waiver of any provision of this Agreement or the performance thereof shall be effective unless in writing signed by the party making such waver or shall be deemed to be a waiver of any other provision or the performance thereof or of any future performance.

C) The rights and obligations of AHA hereunder will be binding upon and run in favor of the successors and assigns of AHA.

D) This Agreement shall be governed by the internal laws of the State of [Ohio] without regard to the principles of conflicts of law or where the parties are located at the time a dispute arises.

E) In any dispute concerning this Agreement, the non-prevailing party shall be liable to the prevailing party for all costs and expenses, including reasonable travel costs and attorney fees.