Top Prospects Inc, a California corporation and the undersigned student and parent or legal guardian (collectively the "Client") agree as follows:

Service of Top Prospects: Top Prospects agrees, in accordance with Top Prospects and Top Prospects rules, to prepare and host a student-athlete profile, a highlight video, interview, testing event, transcripts and SAT/ACT scores and update stats and other appropriate information and deliver that information to all colleges and universities for which the student- athlete qualifies as determined by Top Prospects matching system. Top Prospects further agrees to educate and guide the family through all aspects of the collegiate recruiting process by utilizing the Top Prospects game plan, Student-athlete membership login page and web based coach contact management system in order to maximize your students- athletes colligate recruiting potential. In further accordance with Top Prospects and Top Prospects rules, Top prospects does not intend to state the services it provides nor shall those services be construed or deemed to be an attempt or promise to place a student-athlete with a particular school. Should the student attend a junior college or transfer, Top Prospects will update their profile at no additional charge and will continue to process.

Selection Process: The Parties agree that Top Prospects will make the final determination of which clients are accepted for its service. Top Prospects scouting department reserves the right not to accept a student who, in our opinion, does not have a reasonable chance to benefit from our service, or who we otherwise cannot accept a client. All Fees paid by a client who is not accepted will be refunded. The client does not legally hold Top Prospects responsible for the decision on any scholarship or grant; this determination lies with the institutions to which the service is provided.

Disclaimer: The service provided is designed to match the student with the best collegiate opportunities. Top Prospects does not guarantee or promise that a scholarship or grant will be received by the client. The Client shall not legally hold Top Prospects responsible for the decision rests safely with the institutions to which the service is provided.

Travel Programs: The Travel Sports Program service that is provided is a 3 month commitment contract in the Top Prospects Play and Train program, in addition to a 3 month commitment to all scheduled tournament play within the 90 days. The player must play in all scheduled tournaments within the 90 day commitment from the time of sign up. After 90 days the player may go month to month with a 30 a day in advance notice to stop the Top Prospects Program.

Client Obligations: Client Acknowledges receipt and execution of the "student- athlete and family responsibilities" form, and further agrees that the terms and conditions set forth therein are incorporated in and made a part of this agreement. The Client agrees to cooperate with Top Prospects in preparing all information for distribution to colleges and universities. The client further agree that responding to each contact from a college coach is a vital element in the process, and that not responding to a contact attempt by college coach could substantially harm the Top Prospects relationship with that coach. This would constitute a breach of this agreement, which would make the guarantee null or void . It is the client?s responsibility to keep in contact with their scouting representative and the Top Prospects scouting center during the recruiting process. Top Prospects is under no legal obligation to follow up with the client and cannot be held legally responsible to update the client or continue the service unless all the aforementioned " client obligations" are met.

Notice and Consent: The client understands and acknowledges that Top Prospects will gather all personal information regarding the client and deliver such information to third parties in order to perform its service under this agreement. Such information may include, but is not limited, to the student?s full name, home address, email address, telephone number and any other information that will be allow third parties to contact the student, as well as the student?s academic and athletic information and photographs. By executing this agreement the client expressly consents to the collection, disclosure and distribution of all such information to third parties, including colleges and universities, in connection with the services provided hereunder. It is our understanding that the Top Prospects may use the students name is promotional material as well as with media. All information must be truthful and accurate, any non truth or inaccurate information can harm the student athletes credibility along with Top Prospects credibility. Top Prospects reserves the right to cancel fully any contract with no refund if any student is found providing inaccurate or untruthful information.

Default and Remedies: In the event client(I) fails to make and payment due under the terms of this agreement or the "Top Prospects Automatic credit card billing & ACH DEBIT Authorization form" within 10 days subsequent to the date on which said payment was due , (II) breaches any term, responsibility or representation contained in this agreement or the "Top Prospects automatic credit card billing &ACH debit authorization form", (III) Violates and Top Prospects or NAIA Rule in regard to recruitment, (IV) Makes any false or misleading representation in regard to this agreement, the " Top Prospect automatic credit card billing & ACH debit authorization form" or in the course of Top Prospects services provided to client, or (V) fails or ceases to cooperate with Top Prospects, then Top Prospects shall have the right to exercise any one or more of the following cumulative remedies:

A. Without a notice , deem the entire amount client is required to pay under this agreement or the "top prospects automatic credit card billing & ACH Debit authorization form" immediately due, owing and payable(in such a case, any partial payment toward the full amount due shall not be deemed or construed a cure of the default);

B. Proceed to appropriate court action, whether in-law, equity or bankruptcy, to enforce performance by client of the covenants or terms of this agreements or the "Top Prospects automatic credit card billing & ACH debit authorization form" and / or to recover damages for the breach thereof;

C. Terminate this agreement or the "top prospects credit card billing & ACH debit authorization form" provided , however, that any other remedy provided for herein shall survive such termination;

D. Cease providing any service Top Prospects is required to provide under this agreement or the "Top prospects automatic credit card billing & ACH debit authorization form"

E. Refer any amount due, owing and payable to Top Prospects under this agreement of the " Top Prospects automatic credit card billing & ACH debit authorization form" to an accredited collection agency or otherwise report any such amount due, owing and payable to an appropriate credit reporting service; and/or

F. Exercises any other lawful remedy or take any other lawful action available to Top Prospects.

Student-Athlete and Family form Responsibilities

To fully utilize Top Prospects service, it is imperative to understand and take responsibility for the following steps throughout the recruiting process:

1. Review and return corrections of the rough draft copy of your profile (i.e. preliminary profile) to the Top Prospects scouting center via E-mail or fax 760-730-3106. You will receive your preliminary profile via E-mail 7-10 business days form the date of this contract.Corrections and/or approval must be received in order to distribute your profile. Make sure to review the profile content, spelling and numerical errors. You are responsible for confirming that profile contains true, complete and accurate information. Your final profile will be distributed to colleges 5-7 business days after we receive your final approval
2. All Memberships: Track all your college contacts and submit your response every 30 days. on the college / University e-mail correspondence. Submit your Top Prospects e ? mail to customerservice@topprospects.com every 30 days, once a, month. If you have no contacts in a given month, you are still required to send in your monthly log. A Member or Recruiting specialist team will approve your e-log within 72 hours of submission. You will receive a confirmation email once your e-log has been approved and reviewed. If you do not receive approval email, contact you?re your Sports Recruiting Manager.
3. All Memberships: Submit your Top Prospects College goal sheet to the Top Prospects Customer Service Scouting center. (This is your list of colleges you want to attend) A member or the recruiting specialist team will review your goal sheet within 72 hours of submission. You will receive a confirmation email once your goal sheet has been reviewed. Top Prospects will provide a return list of colleges we are recommending to your portfolio. (This is where we believe you fit based off of college needs by sport, by position.)
4. It is your responsibility to submit updated information at the conclusion of your high school and/or club season by e-mailing your Sports Recruiting Manager.
5. Review the Top Prospects game plan immediately to be prepared for college contacts. Make sure to review the following critical sections: (a) Recruiting timeline (b) Letter form the coach (c) Phone call guidelines.
6. Respond to all colleges and universities whether or not you have an interest in a particular school. Respond to all initial contacts while working with Top Prospects regardless of the name, division, and distance from home, etc . . . You do not want to risk being removed from any recruiting lists for failing to return questionnaire.
7. Contact your Recruiting specialist team immediately with any address, phone number, and / or e mail address changes.
8. Notify Top Prospects of your final college selection by E-mailing customerservice@topprospects.com or calling Top Prospects customer service scouting center.
9. Supply the Top Prospects with a interview, testing event and game or event tape or schedule your interview, testing event and game taping in order to create your game or event tape. (see testing guidelines if you do it yourself)
10. Understanding the Top Prospects satisfaction guarantee: Top Prospects does not and per Top Prospects regulations cannot guarantee a scholarship. Top Prospects does not guarantee opportunities through its matching system and guidance throughout the process. It is your responsibility to take advantage of the opportunities Top Prospects provides for you, the student athlete.

All remedies of Top Prospects hereunder are cumulative and may, to the extent permitted by law , be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to prelude the exercise of any other remedy. No failure on the party of Top Prospects to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver of same. In the event of Top Prospects files an action in any court to remedy client?s default, Top Prospects is successful therein , shall be entitled to recover its cost, including reasonable attorney fees, incurred to enforce terms, provisions and conditions of this agreement or the "Top Prospects credit card billing & ACH debit authorization form".

Consent of Jurisdiction: Client consents, agrees and stipulates that (a) this agreement shall be deemed fully executed and performed in the state of Illinois and shall be governed by and constructed in accordance with that state?s substantive laws without reference to the conflict of laws;(b) exclusive jurisdiction and venue for any action, proceeding or appeal or any matter related to or arising out of this agreement shall be in any state or federal court sitting in the county of San Diego, state of California; and ( c ) Top Prospects and the client witch waive the right to trial by jury such that any trial shall be by and only to the court.

Waiver: The client waves, released and holds harmless Top Prospects from any and all liability that may arise from the accuracy, disclosure or distribution of any and all information in connection with this agreement.