Invitation

In the travel business, sticking with a winner is one sure way to become a winner. At travel lines express, we have linked our success to the travel agency distribution system because we know the value travel lines express agency members offer their clients and just how essential they are to the well being of the travel industry, today and in the future. Conversely, travel agencies that demand a proven winner when selecting their consortia partner turn to travel lines express for solutions that can make a difference. Travel lines express, a national consortium with over 3,000 ARC/IATAN retail, leisure and corporate brick and mortar travel agencies is a global leader with travel distribution services in all 50 states selling travel throughout the entire world. We are the fastest growing consortium marketing company in terms of membership, revenue, sales productivity and profitability. Our commitment to travel lines express members goes far beyond normal expectations. Our technology solutions and comprehensive services drive continuous business growth. We understand the challenges facing travel agents today and bring the strength of our global resources to the local level to help you not only run your business better, but also quickly and efficiently tap into lucrative markets. We also understand that each travel lines express member has unique characteristics and requirements. Working with travel lines express consortium means partnership, and a unique approach to how we engage, implement and grow our relationship. Our business philosophy is that successful partnerships are built on mutual respect and trust, open communications and an understanding that we gain strength through unity. While taking care of today's business, we are committed to creating a bright future, Despite the dramatic changes that continue to reshape the travel industry, there is unlimited potential and opportunity ahead. We invite you to join us on this exciting journey by offering your agency:

FREE LIFETIME MEMBERSHIP. NO SIGN UP FEES AND NO ANNUAL DUES. TRAVEL LINES EXPRESS IS A BOOK DIRECT CONSORTIUM ALLOWING EACH MEMBER TO KEEP ITS IDENTITY AND EARN COMPLETE REVENUE CREDIT WITH EACH PREFERRED SUPPLIER. OUR CONSORTIUM OFFERS MANY SERVICES, BENEFITS AND OVERRIDE COMMISSIONS PAID DIRECTLY TO YOUR AGENCY BY OUR PREFERRED SUPPLIERS. THE PREFERRED SUPPLIER GUIDE ON THIS WEBSITE CAN BE USED IMMEDIATELY BY COMPLETING THE MEMBERSHIP AGREEMENT. A OWNER MUST SIGN THE MEMBERSHIP AGREEMENT.

TRAVEL LINES EXPRESS
19078 SKYRIDGE CIRCLE
BOCA RATON FL 33498
TELEPHONE: (561) 482-9557

TRAVEL AGENCY NAME: ________________________________________
ADDRESS: ______________________________________________________
CITY: __________________________________________________________
STATE: _________________________________________________________
ZIP CODE: ______________________________________________________
TELEPHONE: ___________________________________________________
ARC/IATAN # ___________________________________________________
CLIA # _________________________________________________________
E-MAIL ADDRESS: _______________________________________________

ANNUAL SALES VOLUME: $ _____________________________________

Membership Effective Date: (Month) __________ (Day) _____(Year) ______

You may cancel this membership agreement at any time by giving Travel Lines Express Consortium 10 days written notice.

TRAVEL AGENCY OWNER: PRINT FULL NAME ________________________________________________________________

TRAVEL AGENCY OWNER: SIGNATURE _________________________________________________________________

This agreement is made this 1st day of January 2014 by and between Travel Lines Express and YOUR COMPANY NAME.

1.YOUR COMPANY NAME agrees to give Travel Lines Express Headquarters a monthly fee in the amount of ONE PERCENT of all members gross sales for the month paid quarterly together with sales reports

2 Travel Lines Express agrees to provide continuous mailing, telemarketing and internet based campaigns to drive business for YOUR COMPANY NAME

5. YOUR COMPANY NAME agrees to give all members of Travel Lines Express the following commission schedule

6. The term of this agreement is indefinite and is automatically renewable unless either party cancels it by giving the other party ninety (90) days written notice of cancellation.

Net Sales 18,136.00
Cost of Goods Sold 8,708.00
Depreciation, Depletion & Amortization 3,249.00
Gross Income 6,179.00
Selling, General & Admin Expenses 3,124.00
Other Operating Expenses 5,400.00
Other Expenses - Total 15,135.00
Operating Income 3,001.00
Extraordinary Credit - Pretax 0.00
Extraordinary Charge - Pretax 117.00
Non-Operating Interest Income 26.00
Reserves 0.00
Pretax Equity in Earnings 0.00
Other Income 0.00

Earnings Before Interest and Taxes 2,916.00
Interest Expense On Debt 685.00
Interest Capitalized 0.00
Pretax Income 2,231.00
Income Taxes 745.00
Current Domestic Income Taxes 233.00
Current Foreign Income Taxes 59.00
Deferred Domestic Income Taxes 444.00
Deferred Foreign Income Taxes 9.00
Income Tax Credits 0.00
Minority Interest 21.00
Equity in Earnings 0.00
After Tax Income/Expense 0.00
Discontinued Operations 0.00
Net Income Before Extra Items/Preferred Div 1,465.00
Extra Items & Gain (Loss) Sale of Assets (293.00)
Net Income Before Preferred Dividends 1,172.00
Preferred Dividend Requirements 0.00
Net Income Available to Common 1,465.00

Cash and Investments 1,438.00
Receivables (Net) 1,671.00
Total Inventories 0.00
Raw Materials 0.00
Work in Progress 0.00
Finished Goods 0.00
Progress Payments & Other 0.00
Prepaid Expenses 473.00
Other Current Assets 896.00
Current Assets - Total 4,478.00
Long Term Receivables 2,653.00
Investment in Unconsolidated Subsidiaries 0.00
Other Investments 3,036.00
Property, Plant & Equipment - Net 11,946.00
Property, Plant & Equipment - Gross 13,336.00
Accumulated Depreciation 1,390.00
Other Assets 16,256.00
Deferred Charges 0.00
Tangible Other Assets 1,094.00
Intangible Other Assets 15,162.00
Total Assets 38,369.00

Liabilities & Shareholders' Equity
(in thousands except share and per share data)

Accounts Payable 1,166.00
Debt 1,629.00
Accrued Payroll 676.00
Income Taxes Payable 588.00
Dividends Payable 0.00
Other Current Liabilities 3,112.00
Current Liabilities - Total 7,171.00
Long Term Debt 19,158.00
Provision for Risks and Charges 0.00
Deferred Income 311.00
Deferred Taxes 424.00
Deferred Tax Liability in Untaxed Reserves 0.00
Other Liabilities 1,119.00
Total Liabilities 28,183.00
Non-Equity Reserves 0.00
Minority Interest 0.00
Preferred Stock 0.00
Common Equity 10,186.00
Common Stock 13.00
Capital Surplus 10,284.00
Revaluation Reserves 0.00
Other Appropriated Reserves 0.00
Retained Earnings 4,430.00
Equity in Untaxed Reserves 0.00
ESOP Guarantees 0.00
Unrealized Foreign Exchange Gain (Loss) 143.00
Unrealized Gain (Loss) on Marketable Securities 66.00
Treasury Stock 4,750.00
Total Liabilities & Shareholders Equity 38,369.00

Sincerely
Bernie Korn - President

www.travellinesexpress.com
INTERNATIONAL HEADQUARTERS
Travel Lines Express
9858 Glades Road #208
Boca Raton Florida 33434
561 482 9557

DISCLOSURE AND RELEASE
REGARDING PROCUREMENT OF AN
INVESTIGATIVE REPORT
In connection with the business venture, TRAVEL LINES EXPRESS

Potential clients, investors, vendors have requested an investigative report as part of the process of researching this business venture. The purpose of this report is to investigate the background and qualifications of the principals involved in this venture who may be employed by the business, serve as officer, director or shareholder. The information contained in the report will help the potential clients, investors, vendors to decide whether to invest their time, money and other resources with this business venture. This Release is to be signed prior to the order for the Investigative Report. The Investigative Report may contain information related to your character, general reputation, personal characteristics and mode of living and may include any or all of the following:
· Civil records report · Credit report - Bankruptcy report
· Criminal history report · Department of Corrections report
· Educational verification · Employment verification
· Federal records report · Military records
- Income tax records - Banking records
· Motor Vehicle Records · Warrants report
· Personal and Professional references check
· Professional license verification
· Social Security verification
· State sex offender registry search
· Workers’ Compensation report
By your signature below, you hereby authorize Travel Lines Express Franchise Group to obtain an investigative report about you that may contain any or all of the above listed information. Furthermore, your signature authorizes Travel Lines Express Franchise Group to share this report with other potential clients, investors, vendors examining this business venture.
Name: Bernard Korn - Chairman
Home Address:
Phone :
Cell :
Signature:
Date:
Social Security Number:
Date of Birth:
Anticipated role in the Business Venture: (circle all that apply)
Shareholder Owner Officer Director Employee
Consultant Agent Other:

Travel Lines Express Inc 9858 Glades Road #208 Boca Raton Florida 33434 561 482 9557

Travel Lines Express is engaged in the sale of franchises regarding the operation of a travel agency. Initial Franchise Fee is $300 and the estimated initial investment is approximately $1,000

1) This disclosure document summarizes certain provisions of the franchise agreement and other information in plain English. Read this disclosure document and all agreements carefully. You must receive this disclosure document at least 14 days before you sign a binding agreement or pay any fee. You must also receive completed copies of all contracts at least 5 days before you sign them.

(2) You may have elected to receive an electronic version of your disclosure document. If so, you may wish to print or download the disclosure document for future reference. You have the right to receive a paper copy of the disclosure document up until the time of sale. To obtain a paper copy, contact name at address and telephone number.

(3) Buying a franchise is a complicated investment. The information contained in this disclosure document can help you make up your mind. Note, however, that the Federal Trade Commission (FTC) has not checked the information and does not know if it is correct. Information comparing franchisors is available. Call your State agency or your
public library for sources of information. Additional information on franchising, such as ``A Consumer's Guide to Buying a Franchise,'' is available from the FTC. You can contact the FTC in Washington, D.C., or visit the FTC's home page at www.ftc.gov for further information. In addition, there may be laws on franchising in your State. Ask your
State agencies about them.

(4) You should also know that the terms and conditions of your contract will govern your franchise relationship. While the disclosure document includes some information about your contract, don't rely on it alone to understand your contract. Read all of your contract carefully. Show your contract and this disclosure document to an advisor, like a lawyer or an accountant.

Table of Contents

Item 1. The Franchisor, its Parent, Predecessors, and Affiliates
Item 2. Business Experience
Item 3. Litigation
Item 4. Bankruptcy
Item 5. Initial Franchise Fee
Item 6. Other Fees
Item 7. Estimated Initial Investment
Item 8. Restrictions on Sources of Products and Services
Item 9. Franchisee's Obligations
Item 10. Financing
Item 11. Franchisor's Assistance, Advertising, Computer Systems, and Training
Item 12. Territory
Item 13. Trademarks
Item 14. Patents, Copyrights, and Proprietary Information
Item 15. Obligation to Participate in the Actual Operation of the Franchise Business
Item 17. Renewal, Termination, Transfer, and Dispute Resolution
Item 18. Public Figures
Item 19. Financial Performance Representations
Item 20. Outlets and Franchisee Information
Item 21. Financial Statements
Item 22. Contracts
Item 23. Receipt

A. The name of the Franchisor is TRAVEL LINES EXPRESS, INC. There were no predecessor Franchisors. Franchise Program includes travel industry trade association accreditation, registration, certification, pseudo city code, exclusive identification numbers, authorized security access codes, user passwords, technology programs, co-op advertising funds, sales material, marketing material, electronic brochures, electronic news, electronic manuals, familiarization trips, complete self paced on-line training, real-time live access global reservation systems connected to your computer including credit card merchant program with built-in processing systems. Commission checks, override productivity checks, bonus checks and incentive checks are always sent directly to you from the cruise lines, hotels, resorts, car rentals, airline consolidators and vacation tour operators.

B. Franchisor has not previously offered or sold franchise's in any other line of business. If your goal is to:
1) Own and operate an accredited, official, certified, insured and authorized full service travel agency.
2) Receive commission directly from the cruise lines, hotels, resorts, car rentals, vacation tour operators and airline consolidators without sharing your money with a host agency or multi level marketing company.
3) Earn recognition and revenue credit allowing your agency to receive override commissions, bonus commissions, incentive commissions, co-op advertising funds and familiarization trips.
4) Develop and build a business with income growth, substantial equity and long term investment appreciation.
5) Receive the best training, technology and support in the travel industry.

C. The Franchisor is engaged in the business of selling franchise's for the operation of a full service travel agency. Your travel agency will specialize in the sales of airline consolidator tickets, hotel rooms, car rentals, vacation packages, resorts, cruises, rail tickets, bus tickets, sporting events, concerts, theatre and other travel agency services.

D. Franchisee is authorized to operate a full service travel agency dealing in the arrangement of cruises, airlines, hotels, cars and vacation packages. You deal directly with every airline consolidator, hotel company, car rental company, vacation tour operator company and cruise company. All commissions, fees, bonus checks and override productivity funds are paid directly to you. In addition, you receive complete revenue credit allowing your travel agency and reservation center to receive special discounts, earn substantial override commissions, receive reduced rate travel and free benefits for your entire family and staff.

E. Franchisee may engage in the sale of cruises, airline consolidator tickets, car rentals, hotels, motels, resorts or other travel services including theater tickets, bus tickets, rail tickets, sporting and event tickets.

F. The Franchisee may conduct business and represent itself as a full service travel agency, travel dealership, travel broker, airline reservation center, hotel, motel, resort, car and cruise reservation center, sporting, theatre and event ticket agency.

G. No special equipment is required or needed. Franchisee is encouraged to utilize a modern computer with high speed internet access.

H. Travel Lines Express is incorporated in the State of Florida and is licensed, bonded and insured. The franchisee must comply with all Travel Seller Laws throughout the United States. The franchisor's agent for service of process is Bernard Korn, President and the business address is listed on the cover page.

The following list includes the complete names of the officers and directors who will have management responsibility with the business activities and operations of the company and provides each individual's business background, including principle occupation for the past five years.

BERNARD KORN - President, Chief Executive Officer & Director - 1989 to Present. A pioneer, founder, inventor of one of the largest business opportunity networks for the travel industry. Bernard Korn has become a world leader providing the travel industry with superior solutions to manage the distribution and selling of travel services. Bernard Korn is a member of the International Travel Agents Network, a member of the National Minority Franchise Initiative and a member of the Veterans Transition Franchise Initiative.

A. Neither the Franchisor, nor any person identified in Section 2 of this prospectus has pending any administrative, criminal or material civil action or a significant number of civil actions irrespective of materiality, alleging a violation of any franchise law, securities law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, misappropriation of property or comparable allegations.

B. Neither the Franchisor, nor any person identified in Section 2 of this prospectus has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the 10 year period immediately preceding the franchise business, has been convicted of a misdemeanor or pleaded nolo contendere to a misdemeanor charge or been held liable in a civil action by final judgment or been the subject of a material complaint or other legal proceeding.

C. Neither the Franchisor, nor any person identified in Section 2 of this prospectus is subject to any injunctive or restrictive order or decree relating to franchises or under Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law as a result of a concluded or pending action or proceeding brought by a public agency.

During the 10 year period immediately preceding the franchise business, neither Franchisor nor any predecessor, officer or general partner of the Franchisor has been adjudged bankrupt or reorganized due to insolvency, or was a principle officer of any company or a general partner in any partnership that was adjudged bankrupt or reorganized due to insolvency during or within 1 year after the period that such officer or general partner of the Franchisor held such position in such company or partnership, nor has any such bankruptcy or reorganization proceeding been commenced.

A. The initial franchise fee for the right granted under the franchise agreement is $300 and is payable in lump sum. Proceeds from the monthly service fee will be used to pay business expenses and to increase working capital and profits.

B. The initial franchise fee is uniform for all persons acquiring a franchise and is non-refundable.

A. In addition to the initial franchise fee, the Franchisee is required to pay a monthly service fee in the amount of $25 or 1% of Franchisee's gross sales receipts for the preceding month, whichever is greater. Such payment to be made no later than the tenth day of each month to the Franchisor by a written report containing a sales record for the preceding month upon which payments were based. The reports are to be made on forms provided by the Franchisor.

The Franchisee should expect to make the following initial investment prior to the time of commencing the business.

B. No specific leased equipment, fixtures or fixed assets is required by Franchisee.

D. Normal security deposits may be required by utility companies and landlord.

E. The Franchisee has no obligation to lease from the Franchisor or its designee's any goods, supplies, fixtures, equipment, inventory or real estate relating to the establishment and operation of the franchised business.

A. Franchisee is required to purchase travel services, technology services, reservation services, website hosting, web domain names, web design, web management and web marketing services from suppliers approved by the Franchisor.

B. The Franchisor shall provide the Franchisee with a list of approved suppliers.

Item 11: Franchisor's Assistance, Advertising, Computer Systems, and Training

A. Establish Franchisee with a fully authorized and official travel agency for the travel industry representing all the major travel companies.

B. The Franchisee will deal directly with each travel company and receive all commissions.

C. The Franchisee will receive complete revenue credit allowing the franchised business to receive special discounts, earn override commissions, receive free and reduced rate travel benefits.

A. Franchisor will not grant an exclusive area or territory to any Franchisee.

B. Each Franchisee will be responsible for selecting the location of the franchised business.

A. Franchisor has not registered its trade name, trademark or service mark with the United States Patent and Trademark office at the present time.

C. There are presently no pending interference, opposition or cancellation proceedings or any pending material litigation involving such marks, trade names, logotypes or other commercial symbols which are relevant to their use in this state or other states.

There are no registered patents or copyrights which are material to the purchase of the franchise.

Item 15: Obligation to Participate in the Actual Operation of the Franchise Business

Franchisor requires the Franchisee to participate in the actual management and operation of the franchise business.

The Franchisee may offer travel services and technology services approved by the Franchisor.

A. The initial term of the franchise is for a period of five years and is not affected by any other agreements including leases. The Franchisee has many advantages signing a long term relationship including the ability to build substantial equity and long term investment appreciation. It allows the Franchisor to utilize all resources necessary to develop a successful travel agency business and establish a long term revenue sales history to a potential buyer of the franchisee's business. The Franchisee has the option to sell or assign the franchised business at any time during the franchise agreement with the prior written consent of the Franchisor, which shall not be unreasonably withheld. All major travel suppliers recognize and appreciate a long term commitment which ultimately results in higher commissions, generous co-op advertising funds, consumer lead generation, website development, technology partnerships and increased travel benefits.

B. Franchisee shall have the option to renew the franchise for an additional five year term.

C. Upon the termination of the franchise for any cause, the franchisee shall retain no interest in the franchise business.

D. The Franchisor need not repurchase the franchise under any condition. The Franchisor does retain the right of first refusal to repurchase the franchise.

Franchisor does not at the present time have any arrangements of any kind with public figures.

Franchisor does not make any claims with respect to actual, average, projected or forecasted franchise sales, profits or earnings.

Cruise Lines: 100% Commission + overrides + incentives + revenue credits + bonus + travel benefits

Vacation Packages: 100% Commission + overrides + incentives + revenue credits + bonus + travel benefits

Hotels/Resorts/Motels: 100% Commission + overrides + incentives + revenue credits + bonus + travel benefits

Car Rentals: 100% Commission + overrides + incentives + revenue credits + bonus + travel benefits

International Airline Consolidator Tickets: 100% Commission + wholesale fares + net fares

Commission checks, Override Productivity checks, Bonus checks and Incentive checks are always sent directly to the Franchisee from the cruise lines, hotels, resorts, motels, car rentals, airline consolidators and vacation tour operators. Higher Commission Levels are based strictly on Incremental Sales Volume and other established criteria from each company. Franchisee has the option to charge Service Fees as additional compensation.

There are currently 150 Franchises operating in 30 states.
95 Franchisees operate from their home.
20 Franchisees have a store front location.
35 Franchisees have office space in a building.
One of the Franchisee's operates from a wireless laptop computer and travels around the world year round.

Alabama - 5 Franchises Alaska - 2 Franchises Arizona - 8 Franchises Arkansas - 3 Franchises California - 0 Franchise Colorado - 6 Franchises Connecticut - 0 Franchise Delaware - 2 Franchises Hawaii - 0 Franchise Idaho - 2 Franchises Illinois - 0 Franchise Indiana - 0 Franchise Florida - 9 Franchises Georgia - 8 Franchises Iowa - 0 Franchise Kansas - 6 Franchises Kentucky - 8 Franchises Louisiana - 7 Franchises Maine - 7 Franchises Maryland - 0 Franchise Massachusetts - 8 Franchises Michigan - 0 Franchise Minnesota - 0 Franchise Mississippi - 2 Franchises Missouri - 2 Franchises Montana - 2 Franchises Nebraska - 0 Franchise Nevada - 8 Franchises New Hampshire - 2 Franchises New Jersey - 9 Franchises New Mexico - 3 Franchises New York - 0 Franchise North Carolina - 5 Franchises North Dakota - 0 Franchise Ohio - 7 Franchises Oklahoma - 2 Franchises Oregon - 0 Franchise Pennsylvania - 7 Franchises Rhode Island - 0 Franchise South Carolina - 6 Franchises South Dakota - 0 Franchise Tennessee - 7 Franchises Texas - 0 Franchise Utah - 0 Franchise Vermont - 2 Franchises Virginia - 0 Franchise Washington - 0 Franchise West Virginia - 2 Franchises Wisconsin - 0 Franchise Wyoming - 2 Franchises

B. The Franchisor will grant at least 500 franchises in most states throughout the United States.

C. It is estimated that at least 1,000 franchises will be granted during the next twenty years.

INDEPENDENT AUDITORS REPORT
Board of Directors and Stockholders of
Travel Lines Express, Inc

We have audited the accompanying consolidated financial statements of Travel Lines Express, Inc. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position and financial condition of Travel Lines Express, Inc in conformity with generally accepted accounting principles.

This agreement is made on January _____ 2010 by and between TRAVEL LINES EXPRESS, INC hereinafter called Franchisor and _____________________________ hereinafter called Franchisee.

A) Whereas, the Franchisor has developed and innovated a unique method of conducting its business.

B) Whereas, the Franchisor is the owner of all rights, title and interest in and to its trade name, trademark, service mark, quality control methods, advertising, copyrights and logotypes.

C) Whereas, the Franchisor is willing and agrees to grant the Franchisee such franchise under the terms and conditions as hereinafter set forth.

For and in consideration of the grant of the franchise, the initial franchise fee is $300. The franchise fee is nonrefundable.

A. In addition to the initial franchise fee, the Franchisee is required to pay a monthly service fee in the amount of $25 or 1% of Franchisee's gross sales receipts for the preceding month, whichever is greater. Such payment to be made no later than the 10th day of each month to the Franchisor by a written report containing a sales record for the preceding month upon which payments were based. The reports are to be made on forms provided by the Franchisor. The monthly service fees are nonrefundable.

B. Report and payment not received by the 15th day of each month will automatically be given to our collection agency and/or attorney. Late penalty fees, collection agency fees and attorney fees shall be paid by the Franchisee in accordance with schedules determined by the Franchisor.

C. The Franchisor shall have the option to audit financial records of the Franchisee at any time during the term of this agreement.

The initial term of this agreement shall be for a period of five ( 5 ) years. Franchisee shall have the option to renew the franchise for an additional five ( 5 ) year period by signing the then current franchise agreement.

B. Franchisee fails to give written notice of intent to renew thirty days prior to expiration of the current franchise agreement.

E. Franchisee fails to provide business records, insurance policies and legal documents.

G. Franchisor must give Franchisee thirty days written or electronic mail notice to correct deficiency.

J. Franchisee must give Franchisor thirty days written or electronic mail notice to correct deficiency.

A Franchisee will discontinue, surrender all rights, title, interest and immediately cease to do business under Franchisee's business name, trade name, trademark or service mark.

B. Franchisee will discontinue and surrender all accreditation numbers, registration numbers, authorization numbers, certification numbers, official trade industry association numbers and official trade industry association certificates to Franchisor.

C. Franchisee will discontinue and surrender all travel agency sales material, manuals, software material, technology material, reservation system material, revenue credits, recognition credits, segment credits, co-op advertising credits, familiarization trip credits, travel benefit credits, marketing material, insurance policies, incentive coupons, training material, videos, website locations, booking engines, passwords, user codes, login numbers, classified pin numbers, psuedo city codes and security access codes to Franchisor.

D. Franchisee will discontinue and surrender all accreditation certificates, training certificates and all official travel agent identification cards to Franchisor.

E. Franchisee acknowledges that earned quarterly bonus commissions, earned year-end bonus commissions and earned retro-active bonus commissions, may or may not be paid by a travel supplier, at their discretion, to a terminated travel agency business.

F. Franchisee agrees to comply with all termination procedures now in effect or hereinafter adopted by the Franchisor. Failure by the Franchisee to comply with termination procedures will result in substantial compensatory damages and liquidated damages to be determined by the Franchisor.

G. Franchisee will not, for a period of two years thereafter, make use of confidential matters, the trade secrets of the Franchisor, or any material which is acquired or was furnished during the term of this agreement with the Franchisor. Franchisee will not, for a period of two years thereafter, directly or indirectly engage as an employee, agent or owner, alone or with any other person or firm, in the operation of the same or similar business.

A. Franchisor reserves the right to approve all signs, stationary, business cards, forms and all other material used by the Franchisee.

B. Franchisor has the exclusive right to defend its proprietary marks. Franchisee agrees to cooperate to whatever extent necessary in protecting such marks.

Franchisee must submit all promotional and advertising materials to Franchisor for approval.

Franchisee is required to purchase travel services, travel products, advertising services, website services and technology services from suppliers approved by the Franchisor.

A. The Franchisor shall provide the Franchisee with a list of approved suppliers.

B. The Franchisor will revise the approved supplier list from time to time. Updated list of approved suppliers will be available to the Franchisee on a continuous basis.

C. Suppliers are evaluated to meet minimum standards established by the Franchisor.

D. The Franchisee shall obtain the Franchisor's written approval prior to the use of any supplier not previously approved by the Franchisor, and as a precondition to the granting of such approval, may require additional information regarding the services. The Franchisor will advise the Franchisee in writing within a reasonable time whether the requested supplier meet's the Franchisor's standards.

Franchisee must secure and maintain insurance for the entire term of this agreement as follows:

C. The insurance policy must contain a separate endorsement naming TRAVEL LINES EXPRESS, INC as additional insured.

D. Franchisee must furnish complete copies of all insurance policies to Franchisor.

E. Franchisee must indemnify Franchisor and hold them harmless from and against all claims and damages to persons and property arising from or out of any occurrence relating in any manner to Franchisee's business. Franchisee agrees to pay all costs, expenses and attorney fee's incurred by Franchisor in connection with any such claim.

A. The franchise shall terminate upon the death of the Franchisee or the Franchisee being determined to be legally incompetent or the Franchisee becomes insolvent or the Franchisee is adjudicated bankrupt or the Franchisee is convicted of a felony.

B. The Franchisee's heir's or personal representatives may continue to operate the franchise providing all assignee's agree to the franchise agreement and all collateral agreements.

A. Provide unlimited consultation on the method of conducting the franchise business.

B. Establish Franchisee with an official travel agency allowing the Franchisee to deal directly with each travel company and receive all commissions.

C. Registration of your agency for receiving industry mailings, e-mail broadcasts, literature, brochures and promotional materials.

D. Complete business implementation including state of the art reservation system.

E. Provide your agency with the most comprehensive and powerful sets of technology, sales and booking tools. These powerful yet flexible tools make it easy to provide your clients with service that is beyond their expectations.

During the operation of the franchise business, the Franchisor shall provide such continuing advice and support as it deems appropriate in its absolute discretion.

G. On going business development, continuous training, product awareness and informational services.

H. Provide familiarization trips and participation in preferred supplier override commission programs.

I. The Franchisor offers continuous and unlimited assistance to Franchisee in connection with the travel agency operation of the franchised business.

J. The Franchisor does not impose a significant degree of control over the operation of the business by the Franchisee.

K. Provide e-promotions, e-newsletters, e-broadcasts, e-brochures and e-travel news.

A. Franchisee agrees to comply with all standards and procedures now in effect or hereinafter adopted by the Franchisor.

B. Franchisee agrees to comply with all federal, state, local and county laws regarding the operation of a travel agency.

A. Training is one of the greatest benefits that we offer to you and your staff. Enhancing skills and improving productivity is a strong commitment to providing your agency with quality learning opportunities. The training programs are designed to ensure efficiency in learning and support resources which will help you achieve a profitable partnership with all your travel suppliers. Web based training is a cost effective and easy way to provide travel professionals with unlimited knowledge. Twenty Four hour on line training is comprised of certification courses, product enhancement courses and specialist programs. Self paced learning and practice activities are interactive and fun.

B. The Franchisee will have the opportunity to attend local, regional, national and international trade shows, conventions and seminars.

C. Franchisee will learn advanced level sales, preferred supplier training, market and management training.

D. State of the art communication training and a complete automation and reservation system training program. Sales and reservations are the engine that drives your business. The more information that your agency has access to, the sooner that you can find the best itineraries with the best fares for your customers, the more success you will reach.

A. Franchisee must submit business bank statements, business credit card statements, business records, financial statements, invoices, commission check statements, electronic funds commission transfer statements, credit reports, utility bills, receipts, legal documents, insurance policies, income tax returns, periodic reports, business statements and business forms to be determined by the Franchisor.

B. Franchisee must make copies of such reports, statements, forms and submit in accordance with schedules determined by the Franchisor.

C. Each and every month, Franchisee is responsible for completing and mailing the monthly gross sales report with the required check amount, 1% of gross sales receipts or $25 whichever is greater. Such payment to be made no later than the 10th day of each month to the Franchisor for the preceding month upon which payments were based. Failure by the Franchisee to provide accurate and timely reports including payment, will result in a breach and/or default of the franchise agreement, collection agency fees, late payment fees, attorney collection fees, substantial compensatory damages and liquidated damages to be determined by the Franchisor.

D. Failure by the Franchisee to provide accurate and timely reports including payment will cause an immediate audit of the Franchisee's financial records. Franchisee will pay for all the costs relating to the audit including all accounting fees, certified public accountant reports, statements, attorney fees and all travel expenses.

Franchisor or its owners may sell or assign all or any interest in the franchise agreement without written notification and without consent of the Franchisee. The franchise agreement is fully assignable by Franchisor and shall inure to the benefit of the assignee or other legal successor.

The Franchisee or its owners may sell or assign all or any interest in the ownership of the franchise or assets of the franchise business with the prior written consent of the Franchisor, which shall not be unreasonably withheld.

The Franchisor may modify the franchise agreement upon thirty days written or electronic notice to the Franchisee. Any notice delivered by mail or electronic mail shall be deemed delivered five days after mailing or electronic mailing.

A. Franchisee shall clearly indicate to any third party, that the business operations of the Franchisee are separate and distinct from the business operations of the Franchisor. Franchisee shall indicate on all promotional and advertising materials that Franchisee is an independently owned and operated travel service company.

B. In any action, claim or proceeding brought against Franchisor in connection with Franchisee's operation of the franchise, the Franchisee agrees at its sole expense, to defend such action, claim or proceeding whether or not well founded, including attorney fee's and costs in connection with any defense there against.

C. Under no circumstances, shall Franchisor be liable for any act, omission, debt or any other obligation of the Franchisee. Franchisee shall indemnify and save Franchisor harmless against any such claim and the cost of defending against such claims arising directly or indirectly, from, or as a result of, or in connection with Franchisee's operation of the franchised business.

Any and all notices shall be in writing and delivered personally, by mail or electronic mail. Any notice delivered by mail or electronic mail shall be deemed delivered five days after mailing or electronic mailing.

Any controversy arising out of or relating to this agreement, or any duty created thereby, shall be resolved by the Franchisor. Failure by the Franchisee to comply with Franchisor will result in a default of the franchise agreement, substantial compensatory damages and liquidated damages to be determined by the Franchisor.

Failure of Franchisor to take action against a breach or default under this agreement shall not be construed as a waiver of the right to take action against such or similar breach or default.

The success of the franchise business is very speculative and depends on many factors. Therefore, Franchisor does not make any representation or warranty as to the success of the Franchisee. Franchisor advises Franchisee to discuss the provisions of the franchise with an attorney, accountant and professional advisors. Franchisee acknowledges that a franchise disclosure document has been provided as required by the Federal Trade Commission and State Law.

THIS DISCLOSURE DOCUMENT SUMMARIZES CERTAIN PROVISIONS OF THE FRANCHISE AGREEMENT AND OTHER INFORMATION IN PLAIN LANGUAGE. READ THIS DISCLOSURE DOCUMENT AND ALL AGREEMENTS CAREFULLY. WE MUST PROVIDE THIS DISCLOSURE DOCUMENT TO YOU BY THE EARLIEST OF

1) FOURTEEN BUSINESS DAYS BEFORE THE SIGNING OF A BINDING AGREEMENT OR PAY ANY FEE.

2) YOU MUST ALSO RECEIVE A FRANCHISE AGREEMENT CONTAINING ALL MATERIAL TERMS AT LEAST FIVE BUSINESS DAYS BEFORE YOU SIGN.

THE UNDERSIGNED, PERSONALLY AND/OR AS AN OFFICER OR PARTNER OF THE PROPOSED FRANCHISE, DOES HEREBY ACKNOWLEDGE RECEIPT OF THE FRANCHISE DISCLOSURE DOCUMENT FOR PROSPECTIVE FRANCHISEE'S REQUIRED BY THE FEDERAL TRADE COMMISSION AND STATE LAW.

A) Copy of Incorporation Documents or Sole Proprietorship Documents or Partnership Documents or DBA Business Certificate

MEMBERSHIP INVITATION