WebTools™ Subscription &
Group Coaching Agreement

Date: July 31, 2010

1. APM WEBTOOLS™ SUBSCRIPTION SERVICES

   Auto Profit Masters, LLC provides access to its Business Profitability WebTools™ including:
   1. Initial set-up and training session (approximately 1 hour).
   2. On-line HELP for procedural and functionality issues.

2. COACHING AND SHOP MANAGEMENT SERVICES

   Auto Profit Masters, LLC, provides professional coaching and shop management/marketing services, including:
   1. Monthly shop management teleconference scheduled by APM (Client may miss the first monthly teleconference if it occurered before the Client's enrollment date).
   2. Monthly email shop management training and tips.
   3. Special discounted pricing on all APM training tools, programs, classes, and products.
   4. Significantly discounted pricing on all Automated Marketing Group marketing products, pieces, tools and resources including regular help and advice from a personal AMG Representative.
   5. Access to APM Laser Coaching sessions and one-on-one special training and consulting at reduced pricing.

3. PERFORMANCE

   1. APM will schedule monthly shop management teleconferences well in advance and will notify Client by email with access phone numbers, and user name and passwords as necessary. Client agrees to allow APM to contact it by phone, email, fax, and/or regular mail for any and all reasons related to business. APM will not divulge its contact list to anyone not affiliated with its business.
   2. All requests by Client for support or services shall be sent to webtools {at} autoprofitmasters {dot} com or phoned in to the office of APM at 303-795-5838 during regular business hours.
   3. APM will operate as an independent contractor.
   4. Client acknowledges and agrees to the process of committing to the attainment of reasonable goals and progress in the management of the business.

4. COMPENSATION

   1. For providing the services described in paragraphs 1, 2, and 3 above, Client agrees to pay APM the sum of $269.00 per month beginning with the signing of the agreement and continuing each month until this agreement is terminated in compliance with paragraph 5 below. Such charges will be made the first of each month after the initial charge. The charge for your first month will be prorated based on Client's enrollment date. Each month after that will be $269.00. Payment may be made one of the following ways: payment in cash for the full 12 months with payment arrangements being made prior to expiration if the Agreement will continue beyond the 12 months or pre-authorized, automatic ACH withdrawls. If Client prepays on the date it signs this agreeemnt in cash for the full 12 months, Client will receive an additional month free.
   2. A one time set up and training fee of $199.00 is paid with the signing of this Agreement. A training appointment with Client will be made as soon as payment is received by APM. It is possible that more than one of APM's Clients may be involved in a training session.
   3. Client may access APM and/or AMG products and services at reduced pricing. This pricing schedule will be provided to client upon request.
   4. APM will obtain and pay for all required business permits and taxes related to this Agreement.
   5. Client must be current on all fees and billings with APM and its affiliate, Automated Marketing Group, by the end of this Agreement, or the term of this Agreement will be extended month to month until paid in full including all extensions under this paragraph.

5. DEFAULT

   Should Client default in payment or in performing under this Agreement as set forth in paragraph 4 above, APM may, in its sole discretion, terminate this Agreement. An event of default by Client does not relieve Client of obligations for payment under this Agreement as specified in paragraph 4 above. Any amounts that become 30 days or more past due under this Agreement will accrue interest at the rate of 1 and 1/2% per month.

6. TERM,TERMINATION

   This Agreement is for an initial term of 12 months, and cannot be cancelled during that 12-month period. At the end of the 12-month period, this Agreement shall automatically renew on a month to month basis until either Client or APM terminates this Agreement. Client must provide APM with written notice of termination, even at the end of the initial 12-month period. Termination shall be effective 60 days after receipt of the notice of termination. Notice must be given in writing by mail or fax. In case of default by Client as described in paragraph 5 above, APM may suspend its services as described in Paragraph(s) 1, 2, 3 and 4 above, and may also revoke the license to its intellectual property as described in Paragraph 10 below.

7. INTERRUPTION OF SERVICE

   APM will use its best efforts to maintain a full time Internet presence for the Client. The Client hereby acknowledges that the network may, at various time intervals, be down due, but not restricted to, utility interruption, equipment failure, natural disaster, acts of God, terrorist attack, war, other catastrophes, or human error. In no event shall APM be liable to the Client for any damages resulting from or related to any failure or delay of APM in providing access to its Internet based Business Profitability Webtools™ under this Agreement.

8. LIMITATION ON LIABILITY

   In no event shall APM be liable to the Client for any indirect, special or consequential or punitive damages or lost profits arising out of or related to this Agreement or the performance or breach thereof, even if APM was advised of the possibility of such damages. APM's entire liability to Client under this Agreement shall be limited to, at APM's sole option, credit toward future services or refund. In all instances, the aggregate, total liability of APM under this Agreement, if any, shall in no event or circumstance exceed the total amount actually paid by the Client to APM hereunder. Because some jurisdictions do not allow the exclusion or limitation of liability, the above limitations may not apply to Client.

9. CONFIDENTIALITY

   Unless directed by APM in writing, all work products prepared by or for APM and all non-public information, systems or techniques furnished by APM to Client or of which Client becomes aware while performing hereunder with respect to paragraphs 1, 2, 3 and 4 above, shall not be disclosed to any third party but shall remain confidential and shall be and remain the intellectual property solely of APM. Client agrees not to discuss specifics of APM's program, systems, business forms, or techniques with other shop owners, trainers, or any other third party. APM may make available certain tools, systems or forms created by other clients of APM, if permission is granted by the other clients to do so.
   
   Please select one of the following:
   • I am willing to share tools, systems or forms I have created or will create with other clients of APM in exchange for access to the same from other clients of APM.
   • I am not willing to exchange my tools, systems or forms with other clients of APM.

10. LICENSE

    APM hereby grants a non-exclusive, single party license to Client for Client's individual and private use of APM's intellectual property only for use in the conduct of Client's repair shop business including, but not limited to tools, forms, information, systems, techniques, electronic data, proprietary spreadsheets, APM Business Profitability Webtools™, and any and all other intellectual property of APM that APM gives Client access to during the term of this Agreement unless Client is in default, in which case Client's default shall immediately terminate the license.

11. RETURN OF MATERIALS

    Within five business days of the termination of this Agreement or Client's default under this Agreement, Client shall return all intellectual property of APM in all media in which Client possesses such property (including all copies), and all other documents or materials belonging to APM that are in Client's possession as a result of or arising out of this Agreement.

12. WARRANTY

    APM warrants for one year from performance of its services under this Agreement that the services were performed in a workmanlike manner. All other express and implied warranties, including the warranties of merchantability, fitness for a particular purpose, course of dealing and usage of trade, are expressly disclaimed.

13. PRIVACY STATEMENT

    APM will not share Client information contained within the Business Profitability Webtools™ with third parties without permission, except in a general way as part of a conglomerated group of clients for the purposes of establishing averages, and for benchmark comparisons. Under those circumstances, Client's data will not be identified by shop or owner name. APM strictly protects the security of personal and business information and takes care to protect data from loss, misuse, unauthorized access or disclosure, alterations, or destruction. APM will only disclose information without notice if required to do so by law or to comply with legal process served on APM.

14. SUCCESSORS AND ASSIGNS

    The provisions of this Agreement shall be binding upon and for the benefit of the heir, executors, administrators, successors and assigns of the parties hereto.

15. ASSIGNMENT

    This Agreement may not be assigned by the Client.

16. ENTIRE AGREEMENT

    This Agreement constitutes the entire agreement between the parties hereto. No other verbal or implied agreement exists. Any amendment to this Agreement must be made in writing by both parties hereto.

17. GOVERNING LAW; VENUE

    This Agreement shall be governed, interpreted and enforced in accordance with Colorado law without regard to conflicts of laws principles. Any dispute related to or arising out of this Agreement shall be brought exclusively in the state or federal district court having jurisdiction over Arapahoe County, Colorado. Client hereby waives any objection to the foregoing jurisdiction and venue.

18. ATTORNEY FEES

    In the event of litigation related to this relationship and/or to interpret or enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs as determined by the court.

19. SEVERABILITY

    If any provision of this Agreement is deemed unenforceable by a court of law, the provision shall be modified to the extent necessary to make such provision enforceable to the fullest extent permitted by law. If no such modification will make the provision enforceable, such provision will be stricken without invalidating the remaining provisions of this Agreement.

20. CONTRACT CONSTRUCTION

    This Agreement is the product of negotiations between the parties; therefore, the parties hereby waive any defense that the other party drafted the terms of this Agreement and agree the Agreement shall be construed as if both parties drafted this Agreement. The headings contained in this Agreement are for reference only and they in no way define, limit or describe the scope or intent of this Agreement. Paragraphs 4, 8, 9, 11, 13, and 19 and those paragraphs or parts thereof where the context reasonably requires such an interpretation shall survive termination of this Agreement. This Agreement does not create a joint venture or partnership between the parties.

21. SIGNATURES

    This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Facsimile signatures shall be deemed to be original signatures. By signing below, the signatories represent and warrant that they have the approval and authority to bind the party on whose behalf they sign.
Having read and agreed with the provisions of this contract, it is executed on the date above.



Client	APM
Company Name: By: Title: Email:	Name: Auto Profit Masters, LLC By:   Title:
By checking this box, I certify that I have read and agree to the above terms. As the aforenamed Client, this checkbox will serve as my electronic signature for this contract. Checking this box and clicking 'Agree and Submit' below will send copies of this contract to APM and to the email address that I have listed above, and will then take me to the payment screen. Once I have paid $199 for the initial setup, my credit card information will be used to pay for the prorated first month of WebTools™ access. If I do not agree to these or any of the above terms, I will not check this box.