When opening your Demand Investment Account with Barnett Finance Company Inc. (BFC) you will receive Demand Notes which are designed to provide investors with a convenient means of investing funds directly with Barnett Finance Company Inc. The demand notes pay a floating rate of interest that is always above most average yields. The interest rate is determined by Barnett Finance Company based on several market indicators and may change from time to time without notice to the Demand Note holder.

The Demand Notes are unsecured and unsubordinated debt obligations of BFC ranking equal with all other unsecured and unsubordinated obligations (other than obligations preferred by mandate of law). The demand notes are not obligations of nor guaranteed by BFC. Only the assets of BFC are available for the payment of principle and interest. It is possible that investors could lose their investment if BFC is unable to pay its obligations.

An investment Demand Note involves risk. Prospective investors in Demand Notes should consider the risk factors described below

• The demand note does not have the protection of the Federal Deposit Insurance Corporation nor any other insurance. An investment in Demand Notes does not create a checking, bank account nor depositor’s relationship between you and Barnett Finance Company Inc.
• The Demand Notes are not subject to the requirements of the Investment Company Act of 1940 (including diversification of investments)nor the Employee Retirement Income Security Act of 1974.
• The Demand Notes are not money market funds, which are generally a diversified fund consisting of investments in short term debt securities of many companies
• The Demand Notes are not listed on any securities exchange and there is no secondary market for Demand Notes
• Demand Notes are not assignable, transferable nor negotiable

Risk Factors

Your investment in Demand Notes involves risks. In consultation with your own financial, tax and legal advisors, you should carefully consider, among other matters, the following discussion of risk before deciding whether an investment in Demand Notes is suitable for you. The risks described below are intended to highlight risk that are specific to us but are not the only risks that we face. Additional risks, including those generally affecting the industry in which we operate, risks that we currently deem immaterial and risks generally applicable to companies that have recently undertaken similar transactions, may also impair our business, the value of your investment and our ability to pay interest on a redeemed the Demand Notes.

In consideration of the opening of Account(s) in the name of the Investor, ("Investor" refers to and includes a corporate body as well as an individual who operates an account with the Barnett Finance Company Inc.). The Investor hereby agrees with Barnett Finance Company Inc (hereinafter referred to as the "Finance company") that the operation of each Account which the Investor now or hereafter has with the Finance company shall be subject to the following terms and conditions:

1. WAIVER OF PROTEST:
   Presentment, notice of dishonor, protest and notice of protest of all bills of exchange, promissory notes, checks, finance company and express money orders or other instruments (the whole hereinafter referred to as "instruments") drawn, made, accepted or endorsed by the Investor now or hereafter delivered to the Finance company for any purpose is hereby waived unless the Finance company receives at or prior to maturity, special written instructions to the contrary from the Investor in respect of any specified instrument(s), and that, subject to any such special written instructions, the Investor shall be responsible and liable to the Finance company on all instruments in the same manner and to the same extent as if the instruments had been duly presented and protested and notice of dishonor and notice of protest given as regards all parties thereto as required by any law applicable thereto, and that any person (other than a member of the Finance company's staff) employed by the Finance company to carry out any such special written instructions shall be deemed to be the agent of the Investor.
   
   
2. USE OF AGENTS
   The finance company is authorized to present for payment or acceptance or collect the instruments through such Finance companies or other agents as the Finance company may deem best, at the sole risk and expense of the Investor, and, save to the extent that definite instructions have been received by the Finance company from the Investor, to give such finance company or other agents such instruction as to collection as the Finance company may deem best, and that the Finance company may accept either cash or company drafts, checks, settlement vouchers, clearing hours slips or any other evidence of payment, in payment of the instruments or in remittance therefore.
   
   
3. DEPOSITS
   The Finance company, at any time without prior notice, and in its discretion, may refuse any deposit, limit the amount which may be deposited, accept all or any part of a deposit for collection only or return all or any part of any deposit. Deposits shall not be deemed accepted until received at the Finance company and after the Finance company has had reasonable opportunity to exercise its rights under this paragraph. With out prejudice to the generality of the foregoing the Finance company will only accept from the investor cash deposits up to a maximum of U.S. 500,000.00 on any one deposit and up to a maximum of U.S. 500,000.00 in any one calendar year. The Finance company reserves the right to modify these deposit restrictions at any time it deems without requirement of notice to the Investor.
   
   
4. INDEMNITY
   The Investor will indemnify defend and hold harmless the Finance company and its officers, directors, shareholders, related companies, employees, agents and attorneys (hereinafter called “the affected parties”) from and against any and all liability, damage, fine, penalty, loss or expense (including attorneys’ fees and costs and all fees and costs associated with enforcing this indemnification) suffered or incurred by the Finance company or any of the affected parties (including any seizure or forfeiture of the assets or property of the Finance company or the affected parties) resulting from any claim, action or proceeding whether criminal or civil against the Investor.
   
   Upon the Investor’s request, the Finance company may honor items bearing or purporting to bear reproductions or facsimile signatures of authorized signatories on the Account. The Investor assumes all risks and responsibility for such procedure, including but not limited to the risk that the facsimile signature may be affixed by an unauthorized individual or the risk that the facsimile signature may not be genuine.
   
   
5. SET-OFF
   To the extent permitted by law, the Finance company shall have a lien and right of set off against any funds in the Investor’s Account for which the Investor grants the Finance company a security interest in such funds and in any items in the process of collection to secure payment and performance of any debts or obligation that the Investor may now or hereafter owe the Account whatever set off or other rights the Finance company may have with respect to any of the Investors regardless of which of the Investors is in default and irrespective of the Investor’s contributions to the Account.
   
   
6. MULTIPLE-PARTY ACCOUNTS
   "Multiple-Party Account" means an Account opened as a Joint Account, or Fiduciary Account. All obligations of Joint Accounts shall be joint and several, which means each Investor is responsible and liable for the acts and omissions of the other Investor on the Account.
   
   
   1. With respect to all Multiple-Party Accounts, the rights of survivors shall be determined by the form of the Account at the death of the Investor. A change in the form of the Account must be consistent with this Agreement and such change will not be effective until the request for change is received in a form satisfactory to the Finance company during the Investor’s lifetime and the Finance Company acknowledges the change in writing.
      
      
   2. Should the Investor, any Payee or other person disagree or make adverse claims or demands concerning the Account, the Finance company may in its discretion refuse to take action until the rights of all interested persons have been fully and finally adjudicated by a court of competent jurisdiction or all differences have been resolved to the Finance company’s satisfaction and the Finance company is provided a copy of an agreement signed by all such persons.
   
   
   
7. TYPES OF ACCOUNTS
   With respect to all Accounts, the Barnett Finance Company makes no representation regarding tax aspects or legal results of opening a particular Account. The Investor is solely responsible for selecting the type of Account. The Finance company recommends that the Investor consults with the Investor’s own attorney or financial advisor in order to determine the advisability of establishing one type of Account over another.
   
   
   1. "Individual Account" means an Account payable to or on the order of one Investor while that Investor remains living. The Investor agrees that the Finance company shall pay to or on the order of the Investor, or the Investor’s Agent, until the Finance company receives a certified copy of a death certificate verifying the death of the Investor and the Finance company has had a reasonable opportunity to act on such information. Upon certification of the death of the Investor, no deposits will be accepted to the Account, no checks will be paid on the Account and the Account will not be released until the Finance company has been presented with satisfactory documentation to determine, in the Finance company's discretion, what the proper distribution of the Account should be.
      
      
   2. “Joint Account (with rights of survivorship)” means an Account payable to or on the order of two or more Investors whether or not all Investors remain living. All Accounts in the name of more than one Investor are Joint Accounts (with rights of survivorship) unless clearly designated otherwise on the signature card signed by all Investors. Upon the death of any Investor on the Account, the funds in the Account survive to, vest in, belong to and become the property of the surviving Investor, including any community property in the Account. The Finance company shall not recognize any claims of the deceased Investor’s estate or any provisions of deceased Investor’s will. Payment of the funds in the Account to the surviving Investor shall constitute a full release and discharge of the Finance company.
      
      
   3. “Fiduciary Account” means an account established by a trustee/guardian pursuant to a written trust agreement or court order, which shall include Grant of Probate or Letters of Administration. The Account can be set up by one or more trustee/guardians as Investor(s) for one or more beneficiaries.
      
      
      1. If the Fiduciary Account is being established for a trust, the Investor must provide a copy of the written trust agreement or other evidence satisfactory to the Finance company of the written trust agreement’s existence and content. By accept the written trust agreement, the Finance company in no way assumes responsibility to comply with the terms of the trust agreement. The Finance company shall not accept responsibility to act as a trustee or successor trustee under any circumstances, regardless of any trust agreement, which provide otherwise. No Fiduciary Account opened for a trust shall be opened without a beneficiary designated on the Account application and no beneficiary shall have rights regarding the Account, except as described in this paragraph. Upon the death or evidence satisfactory to the Finance company on incapacity of all Investors named as trustee, the Finance company shall rely upon the instructions of the successor trustee(s).
         
         
      2. Fiduciary Accounts may also be used for estate administration, guardianships and other court-ordered released pursuant to the court order. If more than one Investor is named as trustee/guardian on the Account, the Finance company shall act on the signature of any one of them, regardless of whether any other Investor named on the Account as trustee/guardian is incapacitated or deceased. The Finance company shall have no duty to monitor the Account to determine the status of the trustee/guardian or beneficiaries or whether the trustee/guardian is in compliance with the trust agreement or court order.
         
         
8. STOP PAYMENT INSTRUCTIONS
   Stop payment orders for checks must be in writing and must include exact information regarding amount, check number and number of the Investor’s Account. Payment will not be stopped unless the information is correct. A stop payment order is effective for six (6) months but may be renewed upon request in writing. No stop payment order, renewal or revocation shall be effective until delivered in writing during the Finance company’s regular business hours. The Finance company is entitled to a reasonable period of time after you give a stop order to notify its employees. A stop payment fee may be charged for each request and each subsequent renewal. The Finance company will have no liability for failure to honor a stop payment on a check which is presented to the Finance company during the same business day or if the stop payment was received after the close of the business day, the Finance company will have no liability for failure to honor a stop payment during the next business day. The Investor agrees to hold the Finance company harmless and indemnify the Finance company for any losses, expenses and costs, including attorney’s fees, incurred by the Finance company for refusing payment of any item on which the Investor has stopped payment of for payment or an item after a stop payment order has expired.
   
   
9. AUTHORITY TO CHARGE ACCOUNT
   The Finance company is authorized to debit the Account of the Investor with any of the instruments which are not paid on presentation or which if paid, the Finance company may be called upon to refuse, or which may be dishonored by non-acceptance or non-payment by any party to it who is Finance company bankruptcy or insolvent, or which, or the proceeds of which, through no fault of the Finance company is unable to collect or withdraw, together with all costs, charges and expenses incurred by the Finance company in connection therewith. The Finance company may also from time to time debit the aforesaid Account with the usual charges for the keeping of the Account.
   
   
10. REPAYABILTY OF DEBTS
    The Investor will repay to the Finance company all amounts debited to the Account of the Investor in accordance will the provisions of this agreement.
    
    
11. VERIFICATION OF ACCOUNT
    Upon receipt from the Finance company of a statement of the Account of the Investor, together with debit vouchers for amounts charged to the same Account appearing therein, the Investor will examine the said statement and, within thirty days of the delivery thereof to the Investor, or if the Investor has instructed the Finance company to mail the said statement, within 30 days of the mailing thereof to the Investor, notify the Finance company in writing of any errors or omissions therein; and at expiration of the said thirty days, except as to any errors or omissions of which the Finance company has been so notified, it shall be conclusively settled as between the Finance company and the Investor that the said vouchers are genuine and properly charged against the Investor and that the Investor was not entitled to be credited with any amount not shown on the said statement. The Finance company will not be liable for crediting such amount if the Investor did not notify the Finance company in writing of any errors or omissions within 30 days of the mailing thereof to the Investor. No legal proceeding or action may be brought against the Finance company to recover payment on any forged or altered item unless the Investor had give the Finance company written notice as provided above. The Investor agrees that if a statement of Account and relative vouchers are not received within 10 days after the end of the cycle established for their preparation, the Investor will notify the Finance company no later than 5 days thereafter
    
    
12. CLOSING OF ACCOUNT
    The Finance company may close the Investor’s Account at any time, with or without cause by sending the Investor a notice and a check for the balance in the Finance company’s possession to which the Investor may be entitled. At the Finance company’s discretion the Finance company has the authority to pay an otherwise properly payable check, which is presented after the closing of the Investor’s Account.
    
    
13. DORMANT ACCOUNTS
    The Finance company will deem the Investor’s Account to be dormant if the Investor does not make any deposits to or withdrawals from the Account for period of  3 years. A dormant Account remains subject to service charges and may be assessed a non-refundable dormancy fee.
    
    
14. CONTINUITY OF CONSENT AND AGREEMENT
    This is to be a continuing consent and agreement and shall bind the Investor and the heirs, executors, administrators, successors and assigns of the Investor. His/Her ability to perform and observe his/her obligations under this agreement and /or which might adversely affect the Finance company’s duty of confidentiality owed to the Investor and or to Investors generally.
    
    
15. CHANGES IN TERMS OF THIS AGREEMENT
    The Finance company may amend this agreement at any time. Notice of changes shall be provided by mailing notice to the last known address of the Investor on the Finance company’s records and may be included in the Investor’s Account statement or a separate mailing. Changes will be effective immediately.
    
    
16. LEGAL PROCESS AGAINST ACCOUNT
    The Investor agrees that the Finance company will not be responsible for complying or refusing to comply with any garnishment, levy, subpoena, injunction, restraining order or other judicial, administrative or legal process the Finance company receives regarding the Investor’s Account. The Finance company may refuse to pay any amounts out of the Account until an appropriate court has settled the legal process. The Investors on the Account agree jointly and severally to hold harmless and indemnify the Finance company for any losses, expenses and costs including attorney’s fees, incurred by the Finance company as a result of complying with such legal process. Any garnishment or other levy against the Investor’s Account is subject to the Finance company’s right of set-off.
    
    
17. DISCLOSURE OF INFORMATION
    The Finance company respects the Investor’s right of privacy. Information about the Investor’s Account or any transactions between the Investor and the Finance company will not be disclosed to third parties except where such information:
    
    
    1. Is lawfully required or permitted by any law or court of competent jurisdiction in Savannah, Georgia; or
       
       
    2. Is in respect of the affairs of the Investor with the authority of the Investor which has been voluntarily given; or
       
       
    3. Is disclosed by the Finance company of Savannah, Georgia in accordance with the Finance Company Act to a finance company regulatory authority outside of Savannah, Georgia where such information is considered necessary for that authority to exercise function similar to those of the Finance company of Savannah, Georgia pursuant to the Finance company Act including any information which will assist that foreign authority in its consolidated supervision of a Finance company group which controls or is affiliated with the Finance company.
       
       
18. DUE DILIGENCE
    The Investor hereby authorizes and gives its consent to the Finance company to request any and all reports pertaining to the Investor from any source that the Finance company in its sole discretion deems necessary or advisable for due diligence purpose and further consents to the disclosure of information relating to the affairs of the Investor to any such sources and to the transfer of such information or reports to the Finance company for due diligence purpose in opening and maintaining of the Account with the Finance company.
    
    
19. GOVERNING LAW
    This agreement shall be governed exclusively by the laws of the Savannah, Georgia.
    
    

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