MIDLOSEARCH OPERATING AGREEMENT

1. ACCEPTANCE OF TERMS
Midlosearch provides its service to you, subject to the following Operating 
Agreement (hereafter "OA"), which may be updated without notice to you. You 
can review the most current version of the OA at any time at: 
http://www.midlosearch.com.  In addition, when using particular Midlosearch 
services you shall be subject to any posted guidelines or rules applicable 
to such services which may be posted from time to time. All such guidelines 
or rules are hereby incorporated by reference into the OA.
2. DESCRIPTION OF SERVICE
Midlosearch provides users with access to a myriad of resources, including, 
shopping services, classified forums, and personalized content.  You also 
understand and agree that Midlosearch may include advertisements and that 
these advertisements are necessary for Midlosearch operations.  You also 
understand and agree that Midlosearch may include certain communications 
such as service announcements and administrative messages.  These 
communications are considered necessary for site administration and you will 
not be able to opt out of receiving them.  Unless explicitly stated 
otherwise, any new features not mentioned here, shall be subject to the OA.  
You understand and agree that Midlosearch assumes no responsibility for the 
timeliness, deletion, or mis-delivery of personalized communications.
You are responsible for obtaining access Midlosearch and that access may 
involve third party fees (such as Internet service provider or airtime 
charges).  You are responsible for those fees, including those fees 
associated with the display or delivery of advertisements.  In addition, you 
must provide and are responsible for all equipment necessary to access 
Midlosearch.
3. YOUR REGISTRATION RESPONSIBILITIES
In consideration of your use of Midlosearch, you agree to: (a) provide true, 
accurate, current and complete information about yourself as requested and 
(b) maintain and promptly update Midlosearch to keep it true, accurate, 
current and complete.  If you provide any information that is untrue, 
inaccurate, not current or incomplete, or Midlosearch has reasonable grounds 
to suspect that such information is untrue, inaccurate, not current or 
incomplete, Midlosearch has the right to suspend or terminate your account 
and refuse any and all current or future use of it's site (or any portion 
thereof).  Midlosearch is concerned about the safety and privacy of all its 
users, particularly children. For this reason, children under the age of 13 
may only use Midlosearch through an account of the legal guardian of the 
child/children who are at least 18 years old.  By allowing such access, the 
legal guardian of the child/children certifies that he/she gives permission 
for the child to access all Midlosearch services.  The legal guardian of the 
child is responsible to determine whether Midlosearch is appropriate for 
their child.
4. MIDLOSEARCH PRIVACY POLICY
Registration Data and certain other information about you is subject to our 
Privacy Policy. For more information, see our full privacy policy at 
http://www.midlosearch.com/.
5. ACCOUNT, PASSWORD AND SECURITY
You are responsible for maintaining the confidentiality of any password and 
account provided, and are fully responsible for all activities that occur 
under your password or account. You agree to immediately notify Midlosearch 
of any unauthorized use of your password or account or any other breach of 
security, and ensure that you exit from your account at the end of each 
session.  Midlosearch is not liable for any loss or damage arising from your 
failure to comply with this section.
6. LIABILITY DISCLAIMER
You understand that all information, data, text, software, music, sound, 
photographs, graphics, video, messages or other materials (hereafter 
"materials"), whether publicly posted or privately transmitted, are the sole 
responsibility of the person from which it originated. This means that you, 
and not Midlosearch, are entirely responsible for all material that you 
upload, post, email, transmit or otherwise make available via Midlosearch.  
Midlosearch does not control the materials posted and, as such, does not 
guarantee the accuracy, integrity or quality of such materials.  You 
understand that by using Midlosearch, you may be exposed to offensive, 
indecent or objectionable materials.  Under no circumstances will 
Midlosearch be liable in any way for any materials, including, but not 
limited to, for any errors or omissions in any materials, or for any loss or 
damage of any kind incurred as a result of the use of any materials posted, 
emailed, transmitted or otherwise made available via Midlosearch.
You agree to not use the Service to:
A.	upload, post, email, transmit or otherwise make available any materials 
that are unlawful, harmful, threatening, abusive, harassing, tortious, 
defamatory, vulgar, obscene, libelous, invasive of another's privacy, 
hateful, or racially, ethnically or otherwise objectionable;
B.	harm minors in any way;
C.	impersonate any person or entity, including, but not limited to, 
Midlosearch personnel or host, or falsely state or otherwise misrepresent 
your affiliation with a person or entity;
D.	forge headers or otherwise manipulate identifiers in order to disguise 
the origin of any materials transmitted through Midlosearch;
E.	upload, post, email, transmit or otherwise make available any materials 
that you do not have a right to make available under any law or under 
contractual or fiduciary relationships (such as inside information, 
proprietary and confidential information learned or disclosed as part of 
employment relationships or under nondisclosure agreements);
F.	upload, post, email, transmit or otherwise make available any materials 
that infringe any patent, trademark, trade secret, copyright or other 
proprietary rights of any party;
G.	upload, post, email, transmit or otherwise make available any unsolicited 
or unauthorized advertising, promotional materials, "junk mail," "spam," 
"chain letters," "pyramid schemes," or any other form of solicitation, 
except in those areas designated for such purpose;
H.	upload, post, email, transmit or otherwise make available any material 
that contains software viruses or any other computer code, files or programs 
designed to interrupt, destroy or limit the functionality of any computer 
software or hardware or telecommunications equipment;
I.	interfere with or disrupt Midlosearch or servers or networks connected to 
Midlosearch, or disobey any requirements, procedures, policies or 
regulations of networks connected to Midlosearch;
J.	intentionally or unintentionally violate any applicable local, state, 
national or international law, including, but not limited to, regulations 
promulgated by the U.S. Securities and Exchange Commission, any rules of any 
national or other securities exchange, including, without limitation, the 
New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any 
regulations having the force of law;
K.	"stalk" or otherwise harass another; or
L.	collect or store personal data about other users.
You acknowledge that Midlosearch does not pre-screen materials on its site.  
Midlosearch and its designees shall have the right to remove any materials 
that violate the OA or is otherwise objectionable.  You agree that you must 
evaluate, and bear all risks associated with, the use of any materials, 
including any reliance on the accuracy, completeness, or usefulness of such 
materials.
You acknowledge and agree that Midlosearch may preserve materials and may 
also disclose matierals if required to do so by law or in the good faith 
belief that such preservation or disclosure is reasonably necessary to: (a) 
comply with legal process; (b) enforce the OA; (c) respond to claims that 
any materials violate the rights of third-parties; or (d) protect the 
rights, property, or personal safety of Midlosearch its users and the 
public.
You understand that the technical processing and transmission of 
Midlosearch, including your materials, may involve (a) transmissions over 
various networks; and (b) changes to conform and adapt to technical 
requirements of connecting networks or devices.
7. INTERNATIONAL USE REMINDERS
Recognizing the global nature of the Internet, you agree to comply with all 
local rules regarding online conduct and acceptable materials.  
Specifically, you agree to comply with all applicable laws regarding the 
transmission of technical data exported from the United States or the 
country in which you reside.
8. MATERIALS SUBMITTED OR AVAILABLE FOR USE ON MIDLOSEARCH
Midlosearch does not claim ownership of materials you submit or make 
available for inclusion. However, with respect to materials you submit or 
make available for inclusion on publicly accessible areas of Midlosearch, 
you grant Midlosearch the following world-wide, royalty free and 
non-exclusive license(s), as applicable:
A.	With respect to materials you submit or make available for inclusion on 
publicly accessible areas of Midlosearch, the license to use, distribute, 
reproduce, modify, adapt, publicly perform and publicly display such 
materials on Midlosearch solely for the purposes of providing and promoting 
Midlosearch.  This license exists only for as long as you elect to continue 
to include such materials on Midlosearch and will terminate at the time you 
remove or Midlosearch removes these materials from Midlosearch.
B.	With respect to photos, graphics, audio or video you submit or make 
available for inclusion on publicly accessible area of Midlosearch, the 
license to use, distribute, reproduce, modify, adapt, publicly perform and 
publicly display such materials on Midlosearch solely for the purpose for 
which such materials were submitted or made available.  This license exists 
only for as long as you elect to continue to include such materials on 
Midlosearch and will terminate at the time you remove or Midlosearch removes 
these materials from Midlosearch.
C.	With respect to materials other than photos, graphics, audio or video you 
submit or make available for inclusion on publicly accessible areas of 
Midlosearch, the perpetual, irrevocable and fully sublicensable license to 
use, distribute, reproduce, modify, adapt, publish, translate, publicly 
perform and publicly display such materials (in whole or in part) and to 
incorporate such materials into other works in any format or medium now 
known or later developed.
"Publicly accessible" areas of Midlosearch are those areas of Midlosearch 
that are intended by Midlosearch to be available to the general public.
9. INDEMNITY
You agree to indemnify and hold Midlosearch, and its subsidiaries, 
affiliates, officers, agents, co-branders or other partners, and employees, 
harmless from any claim or demand, including reasonable attorneys' fees, 
made by any third party due to or arising out of Materials you submit, post, 
transmit or make available through Midlosearch, your use of Midlosearch, 
your connection to Midlosearch, your violation of the OA, or your violation 
of any rights of another.
10. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any 
commercial purposes, any portion of Midlosearch, use of Midlosearch, or 
access to Midlosearch.
11.  SERVICE CHANGES
Midlosearch reserves the right at any time and from time to time to modify 
or discontinue, temporarily or permanently, it's site with or without 
notice.  You agree that Midlosearch shall not be liable to you or to any 
third party for any modification, suspension or discontinuance.
12.  ELIMINATION
You agree that Midlosearch may, under certain circumstances and without 
prior notice, immediately eliminate your access to the site.  Cause for such 
termination shall include, but not be limited to, (a) breaches or violations 
of the OA or other incorporated agreements or guidelines, (b) requests by 
law enforcement or other government agencies, (c) a request by you 
(self-initiated account deletions), (d) discontinuance or material 
modification to Midlosearch (or any part thereof), (e) unexpected technical 
issues or problems, and (f) extended periods of inactivity.  You agree that 
all eliminations shall be made in Midlosearch's sole discretion and that 
Midlosearch shall not be liable to you or any third-party for any 
elimination of your account or access to the site.
13.  ADVERTISERS
Your correspondence or business dealings with, or participation in 
promotions of, advertisers found on or through Midlosearch, including 
payment and delivery of related goods or services, and any other terms, 
conditions, warranties or representations associated with such dealings, are 
solely between you and such advertiser.  You agree that Midlosearch shall 
not be responsible or liable for any loss or damage of any sort incurred as 
the result of any such dealings or as the result of the presence of such 
advertisers on Midlosearch.
14.  LINKS
Midlosearch may provide, or third parties may provide, links to other World 
Wide Web sites or resources.  Midlosearch has no control over such sites and 
resources.  As a result, you acknowledge and agree that Midlosearch is not 
responsible for the availability of such external sites or resources, and 
does not endorse and is not responsible or liable for any advertising, 
products, or other materials on or available from such sites or resources.  
You further acknowledge and agree that Midlosearch shall not be responsible 
or liable, directly or indirectly, for any damage or loss caused or alleged 
to be caused by or in connection with use of or reliance on any goods or 
services available on or through any such site or resource.
15.  PROPRIETARY RIGHTS
You acknowledge and agree that Midlosearch contains proprietary and 
confidential information that is protected by applicable intellectual 
property and other laws.  You further acknowledge and agree that sponsor 
advertisements or information presented to you through the site or 
advertisers is protected by copyrights, trademarks, service marks, patents 
or other proprietary rights and laws.  Except as expressly authorized by 
Midlosearch or advertisers, you agree not to modify, rent, lease, loan, 
sell, distribute or create derivative works based on, in whole or in part.
16.  DISCLAIMERS
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
USE OF MIDLOSEARCH IS AT YOUR SOLE RISK.  MIDLOSEARCH IS PROVIDED ON AN "AS 
IS" AND "AS AVAILABLE" BASIS.  MIDLOSEARCH EXPRESSLY DISCLAIMS ALL 
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT 
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE AND NON-INFRINGEMENT.  MIDLOSEARCH MAKES NO WARRANTY THAT 
(i) THE SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SITE WILL BE 
UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (iii) THE QUALITY OF ANY 
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY 
YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.  ANY MATERIAL 
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF MIDLOSEARCH IS DONE AT 
YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY 
DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE 
DOWNLOAD OF ANY SUCH MATERIAL.  NO ADVICE OR INFORMATION, WHETHER ORAL OR 
WRITTEN, OBTAINED BY YOU FROM OR THROUGH MIDLOSEARCH SHALL CREATE ANY 
WARRANTY NOT EXPRESSLY STATED IN THE OA.
17.  LIABILITY LIMITATIONS
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MIDLOSEARCH SHALL NOT BE LIABLE FOR 
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY 
DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, 
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MIDLOSEARCH HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR 
THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE 
GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES 
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO 
THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF 
YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON 
THE SITE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
18.  EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE 
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL 
DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 16 AND 17 
MAY NOT APPLY TO YOU.
19.  NOTICE
Midlosearch may provide notices of changes to the OA or other matters by 
displaying notices or links to notices to you generally on its site.
20.  TRADEMARK AGREEMENT
Without Midlosearch's prior permission, you agree not to display or use in 
any manner, any indicia of Midlosearch.
21.  MISCELLANEOUS
The OA constitutes the entire agreement between you and Midlosearch and 
governs your use of the site.  The OA and the relationship between you and 
Midlosearch shall be governed by the laws of the State of Virginia without 
regard to its conflict of law provisions.  You and Midlosearch agree to 
submit to the personal and exclusive jurisdiction of the courts located 
within the county of Chesterfield, Virginia.  Failure of Midlosearch to 
exercise or enforce any right or provision of the OA shall not constitute a 
waiver of such right or provision. If any provision of the OA is found by a 
court of competent jurisdiction to be invalid, the parties nevertheless 
agree that the court should endeavor to give effect to the parties' 
intentions as reflected in the provision, and the other provisions of the OA 
remain in full force and effect. You agree that regardless of any statute or 
law to the contrary, any claim or cause of action arising out of or related 
to use of Midlosearch or the OA must be filed within one (1) year after such 
claim or cause of action arose or be forever barred.

22.  REPORT VIOLATIONS OF THE OA TO THE MIDLOSEARCH WEBMASTER.