JILLIAN GRACE SUBSCRIPTION SITE MEMBERSHIPS TERMS AND CONDITIONS

As of November 25, 2 005

This Subscriber Agreement applies to the Jillian Grace, Inc., JillianGrace.net, and Jillian Grace, any employees or advisors may further be referred to interchangeably in this text and as one and the same.

REGISTRATION: Welcome! To ensure that you enjoy the highest standards of quality and service during your visits to JillianGrace.net membership, we encourage you to read through the following information before you register. These legal notices spell out the terms and conditions to which you are expected to adhere.

TERMS OF SERVICE

1. GENERAL RULES AND DEFINITIONS

1.1 This "Subscriber Agreement" constitutes your agreement with Jillian Grace, JillianGrace.net, Jillian Grace, Inc and advisors or employees with respect to your use of JillianGrace.net Membership Site. You must agree to abide by all of the terms and conditions contained in this Subscriber Agreement in order to become or remain an authorized subscriber of such site. This is for entertainment only. Consult a physical prior to starting any diet or exercise plan. If it hurts stop and consider seeking help.

1.2 To indicate agreement with the terms and conditions of this Subscriber Agreement, you must click the "Click Here to Join" button at the end of this Subscriber Agreement. You will not be allowed to register before clicking that button. Feel free to read and reread this Subscriber Agreement as often as you want before clicking the "Click Here to Join" button. If you do not wish to agree to these terms and conditions, do not click the "Click Here to Join" button (you understand that you will not be subscribed to the applicable this Subscription Site and will have no right to access JillianGrace.net membership site unless you agree with the terms of this Subscriber Agreement). Jillian reserves the right, at her discretion, to change, modify, add or remove portions of this Subscriber Agreement at any time. Occasionally Jillian may ask you to accept the terms of such changes to continue using the Subscription Site to which you are subscribed.

1.3 IF THIS SUBSCRIBER AGREEMENT OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, OR CAUSE YOU TO NO LONGER BE IN COMPLIANCE, YOU MAY CANCEL YOUR SUBSCRIPTION BY REQUESTING AN ORDER CANCELLATION FROM A LINK IN THE MEMBER SERVICES SECTION (SEE SECTION 9 REGARDING JILLIANGRACE.NET TERMINATION OF SERVICE). YOUR CONTINUED USE OF THE JILLIAN GRACE SUBSCRIPTION SITE(S) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF SUCH RULES, CHANGES OR MODIFICATIONS.

1.4 Jillian may change, suspend or discontinue any aspect of any of the Subscription Site at any time, including the availability of any feature, database or content. Jillian may also impose limits on certain features and services or restrict your access to parts of the Subscription Site without notice or liability.

2. Jillian Grace Membership SUBSCRIPTION SITE CONTENT AND SUBSCRIBER SUBMISSIONS

2.1 The contents of JillianGrace.net membership subscription Site is intended for the personal, noncommercial use of its registered subscribers. All materials published on the JillianGrace.net membership Subscription Site (including, but not limited to news articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright and other intellectual property laws, and are owned, or controlled by, or licensed to Jillian Grace or the party credited as the provider of the Content, software or other materials. You shall abide by all additional copyright or other notices, information or restrictions appearing in conjunction with any Content accessed through the JillianGrace.net membership Subscription Sites.

2.2 Each of the JillianGrace.net membership Subscription Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws. Except as set forth in Section 2 of this Subscriber Agreement, you may not modify, adapt, translate, exhibit, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in this section of the Subscriber Agreement), create derivative works from, distribute, perform, display, reverse engineer, decompile or dissemble, or in any way exploit, any of the Content, software, materials or JillianGrace.net membership Subscription Sites in whole or in part.

2.3 Copying or storing of any Content for any purpose other than personal, noncommercial use is expressly prohibited without the prior written permission from the Rights and Permissions Department, or the copyright holder identified in the individual Content's proprietary rights notices. For the avoidance of doubt, including any Content (in whole or in part) on your personal website, when it is accessible to any other person, is not a personal use and is not permitted.

2.4 If you believe that any Content appearing on a JillianGrace.net membership Subscription Site has been used in a manner that constitutes copyright infringement, please provide our Copyright Agent with a written notice (email is sufficient) that includes the following information:

•  an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed

•  identification of the copyrighted work claimed to have been infringed

•  a description of where the material that you claim is infringing is located on the JillianGrace.net membership Subscription Site

•  your address, telephone number, and e-mail address

•  a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law

•  a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our Copyright Agent for notice of claims of copyright infringement on the JillianGrace.net membership Subscription Sites is: By postal mail: Intellectual Property Counsel JillianGrace.net, Inc., PO Box 89, Washington, MO 63090 By email: jillian@jilliangrace.net

3. FORUMS AND DISCUSSIONS

3.1 You shall not upload to, or distribute or otherwise publish through any Jillian Grace Subscription Site any Content that is libelous, defamatory, and obscene or otherwise violates any law or the rights of third parties. Please use your best judgment and be respectful of other individuals using email to Jillian. Do not use vulgar, abusive or hateful language. Email within the JillianGrace.net membership Subscription Site, where provided, are provided to give our users an interesting and stimulating forum in which they may express their opinions and share their ideas. You acknowledge that any submissions (e.g. Letter to the Editor, Review or Commentary) may be edited, removed, modified, published, transmitted and displayed by this site. In addition, you warrant that you waive all moral rights in any uploaded materials have been waived.

3.2 The Forums shall be used by you solely in a noncommercial manner. You shall not, without the express approval of Jillian Grace distribute or otherwise publish any material containing within of the Jillian Grace Subscription Sites.

3.3 While Jillian Grace does not and cannot review every message emailed by subscribers JillianGrace.net reserves the right to delete, move or edit messages that it, in its sole discretion, deems are in violation of the law (including trademark and copyright law), or this Subscriber Agreement, or are abusive, defamatory, obscene or otherwise unacceptable. You shall remain solely responsible for the content of their messages.

4. ACCESS AND AVAILABILITY OF SERVICES AND LINKS

4.1 The JillianGrace.net membership Subscription Site may contain links to other related World Wide Web Internet sites, resources and sponsors of JillianGrace.net. Selection of an ad banner or link will redirect you off of the JillianGrace.net membership Subscription Site to a third party website. Transactions that occur between you and any such third party are strictly between you and the third party and are not the responsibility of Jillian Grace, JillianGrace.net or Jillian Grace, Inc. Because Jillian Grace is not responsible for the availability of these outside resources or their contents, you should direct any concerns regarding any external link to its site administrator or webmaster.

5. REPRESENTATIONS AND WARRANTIES

5.1 You represent, warrant and covenant (a) that no materials of any kind submitted through your subscriber account or Jillian Grace's use thereof in accordance with the terms and conditions of this Subscriber Agreement, will (i) violate, plagiarize or infringe upon the rights of any third party, including copyright, trademark, privacy or publicity, moral rights, contract or other personal or proprietary rights; (ii) contain libelous or otherwise unlawful material; (iii) constitute false or misleading indications of origin or statements of fact; (iv) slander, libel or defame any person or entity; (v) cause injury of any kind to any person or entity; or (vi) violate any applicable laws, rules, regulations or other governmental regulations; and (b) that you are at least 18 years old. You hereby indemnify, defend and hold Jillian Grace, JillianGrace.net, Jillian Grace, Inc its parent company, affiliates and the officers, directors, owners, agents, employees, shareholders, information providers, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all causes of action, claims, liabilities and costs incurred by the Indemnified Parties in connection with any claim arising out of any breach by you or any other user of your account (whether or not such user has your permission) of the Subscriber Agreement or the foregoing representations, warranties and covenants, including, without limitation, reasonable attorneys' fees. You shall cooperate as fully as reasonably required in the defense of any claim. Jillian reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

5.2 Jillian Grace neither represents nor endorses the accuracy or reliability of any advice, opinion, statement or other information displayed, uploaded or distributed through any JillianGrace.net membership Subscription Site by any subscriber, information provider or any other person or entity. EACH OF THE JILLIAN GRACE MEMBERSHIP SUBSCRIPTION SITES, THE ACCESS SOFTWARE, IF ANY, (DEFINED HEREIN) AND ANY MATERIALS PROVIDED BY JILLIAN GRACE OR THIRD PARTIES THROUGH ANY OF THE JILLIAN GRACE SUBSCRIPTION SITES ARE PROVIDED "AS IS." JILLIAN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY, CONDITION, GUARANTY, OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR USEFULNESS OF ANY MATERIALS PROVIDED THROUGH THE JILLIAN GRACE SUBSCRIPTION SITES. JILLIAN SHALL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT OR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGE OR LOSS INCURRED IN CONNECTION WITH USE OF ANY OF THE JILLIANGRACE.NET MEMBERSHIP SUBSCRIPTION SITES, THE ACCESS SOFTWARE OR ANY OF THE MATERIALS PROVIDED BY JILLIAN OR THIRD PARTIES THROUGH THE SUBSCRIPTION SITE, OR ANY DAMAGE OR LOSS INTERRUPTIONS, DELETIONS OF FILES, ERRORS, DEFECTS, DELAYS IN PERFORMANCE OF THE SERVICE OR THE ACCESS SOFTWARE, REGARDLESS OF THE CLAIM AS TO THE NATURE OF THE CAUSE OF ACTION, EVEN IF JILLIANGRACE.NET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

5.3 You hereby acknowledge that your use of the JILLIANGRACE.NET membership Subscription Site is at your sole risk.

6. REGISTRATION AND SECURITY

6.1 As part of the registration process, you will select a password and user name ("Jillian ID"). You shall provide Jillian with accurate, complete and updated registration information. Failure to do so shall constitute a breach of this Subscriber Agreement, which may result in immediate termination of your account. You may not (i) select or use a screen name of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any person other than yourself without authorization; or (iii) use a screen name that Jillian, in its sole discretion, deems offensive.

6.2 (a) You shall notify JillianGrace.net of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your password or credit card information. (b) You shall be solely responsible for maintaining the confidentiality of your password.

6.3 You must be 18 years or older to subscribe to any of the JillianGrace.net membership Subscription Site.

6.4 You are responsible for all usage or activity on your account to any JillianGrace.net membership Subscription Site. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination of your account, at Jillian's sole discretion, and you may be referred to appropriate law enforcement agencies.

7. FEES AND PAYMENTS

7.1 Jillian reserves the right at any time to charge fees or change the price for access to any JillianGrace.net membership Subscription Site. In the event that Jillian so elects, it shall post notice in the Service Information Area. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any products or services offered for sale through the any of the JillianGrace.net membership Subscription Sites by Jillian or by any other vendor or service provider. All fees and charges shall be billed to and paid for by you. You will not receive access to any service until subscription fees have been received by Jillian. Subscription fees are not refundable in whole or in part, even in the event your account is terminated. In the event of termination, your account will remain active through the end of the subscription term. You shall pay all applicable taxes relating to use of any JillianGrace.net membership Subscription Site through your account. Your right to use any JillianGrace.net membership Subscription Site is subject to any limits established by Jillian in its sole discretion.

7.2 You understand that, unless otherwise specifically noted on the registration page at the time of your registration to JillianGrace.net membership Subscription Site, your subscription will renew automatically at the end of your subscription period until you request a cancellation (See Section 9. Termination).

8. SOFTWARE LICENSES

8.1 You shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to you to access any JillianGrace.net membership Subscription Site ("Access Software"). You may not sublicense, assign or transfer any licenses granted by Jillian Grace and any attempt at such sublicense, assignment or transfer is void. You may not copy, distribute, modify, reverse, engineer or create derivative works from Access Software.

9. TERMINATION

9.1 You may terminate your account at any time by requesting a cancellation from a link in the Member Services section of the Subscription Sites. If you are unable to access the Member Services section, please email Jillian@JillianGrace.net. You will retain access through the duration of their subscription term. You are responsible for all charges incurred up to the time the account is deactivated, whether or not such charges were actually incurred by you.

9.2 Jillian may, in its sole discretion, terminate or suspend your access to all or part of any JillianGrace.net membership Subscription Site for any reason, including, without limitation, any breach by you of this Subscriber Agreement, or assignment of this Subscriber Agreement by you.

9.3 You acknowledge that site administrators have the right to terminate your membership without notice for any user who restricts, inhibits or disrupts any Jillian Grace Subscription Site event or attempts to alter or improperly access any feature or function of the Jillian Grace Subscription Site. Your subscription may also be subject to termination if you post or transmit any illegal content; harass or threaten any user of any Jillian Grace Subscription Site or employee; post content (including the creation of usernames) that is offensive or otherwise disruptive of Jillian Grace activities; post unsolicited advertising; or impersonate a Jillian Grace employee or other individual.

10. MISCELLANEOUS

10.1 This Subscriber Agreement has been made in and shall be construed and enforced in accordance with Missouri law. Any action to enforce or in connection with this Subscriber Agreement shall be brought in the federal or state courts located in Missouri .

10.2 Official correspondence must be sent via postal mail to:

Jillian Grace, PO Box 89 , Washington , MO 63090

10.3 You consent to the personal jurisdiction of Missouri State and Federal Courts.

11. ACCEPTANCE

11.1 You hereby acknowledge that you have read and understand the foregoing Subscriber Agreement and agree to be bound by its terms and conditions.