1. RECITALS. Grand Central Auction and Grand Central Station Antiques are wholesale and retail antique businesses located in San Francisco, California, and are owned and operated by AFS. AFS engages in the purchase and sale of antique furniture and accessories (hereinafter "goods"). The goods are displayed and sold at wholesale and retail locations owned and operated by AFS in San Francisco. AFS has established a purchasing program wherein principals of AFS travel to many European countries for goods inasmuch as marketable high quality goods are not available at commercially feasible prices in local markets at this time. The goods purchased in Europe are transported by sea to San Francisco in shipping container sized lots.
          AFS has established a joint venture program whereby investors seeking to purchase goods for re-sale by AFS provide funds for purchase of goods by AFS to be sold in auction and\or stores owned and operated by AFS with profits and losses allocated as provided herein. Goods purchased by AFS with investor’s funds are purchased strictly for investor’s account and AFS is investor’s agent for purposes of purchase and sale of the goods.

          2. INVESTOR PARTICIPATIONS. The minimum investor participation is $3000.00 with optional increments of $1000.000 with a maximum participation of $20,000.00 in any one container of goods purchased by AFS. When a shipment of goods purchased by AFS on a buying trip are landed in San Francisco, the goods are placed on display at a designated time and place where they can be viewed by investors and designated for the account of each investor by means described hereinafter.

          3. SELECTION OF GOODS BY INVESTORS. Each article of goods shall be designated a landed price by AFS which will be determined by AFS taking into account the actual cost of the article, the cost of packing and preparation for shipment, the expenses incurred in the purchasing trip and the cost of transportation, insurance, handling, and related costs. Each article will be labeled with a landed price and an inventory number. Each participating investor is given a number, determined by random drawing at the showing where selection takes place, which will determine the order of picks in each round. Each investor is allowed one choice of either a designated set or designated single item in each round of picks for every $3000.00 invested. In sequential order each investor can select an item for purchase at the marked landed price to be drawn from the investor’s investment participation fund for that shipment and can continue to purchase until their investment participation fund for that shipment is exhausted.

          4. UNSPENT INVESTMENT FUNDS. Investors are not obligated to expend the entire amount of their investment purchase fund, or any part of it, for purchases of goods. Unspent funds will be loaned to AFS by investor for a period of six months and at the rate of twelve per cent per annum (12%) interest, and on such additional terms and conditions as set forth in a promissory note executed by AFS in favor of investor, a sample of which will be provided by request.

         5. RE-SALE OF GOODS PURCHASED BY INVESTORS. Goods selected and purchased as described in Paragraph 3 shall be placed by investor on consignment to AFS for resale, either in auction or in one of AFS’s retail stores. All aspects of pricing and marketing of investor’s goods which have been placed on consignment shall be determined by AFS. Upon sale of any item of investor’s goods by AFS in a retail location, the retail sale price shall be divided two-thirds to investor and one-third to AFS. If sold in auction, the investors is paid a four (4) percent return over the landed cost.

          6. INVESTORS OPTION TO PURCHASE AND RETAIN GOODS. Investor is not obligated to purchase gods for resale by AFS but may purchase any item(s) selected for purchase in the manner described in Paragraph 3 above for investor’s own use or for resale by other than AFS. The purchase price for such goods shall be the landed cost plus twenty-five per cent (25%). The purchase price so calculated will be deducted from investor’s account. Retained goods must be removed from display premises by investor promptly after purchase.

          7. RISKS, REPRESENTATIONS, AND DISCLAIMERS. AFS makes no representations or guarantees of profit or return of investor’s capital with respect to goods purchased for resale by AFS or retention by investor. Investor acknowledges and understands that all risks present in speculative retail business ventures are present in this venture, including but not limited to, natural disasters, transportation problems, failure of AFS to sell investor’s goods at a profit, or at all. If litigation arises from this agreement, venue shall be in San Francisco, California. In a court of proper jurisdiction, and the prevailing party in any litigation shall be entitled to legal fees and costs of suit. The laws of the State of California shall apply. There are no other terms and conditions of this agreement except as stated in writing herein.

          8. INVESTOR’S PURCHASE FUND. Investor shall participate in the next AFS purchasing program following the date below indicating the execution of this agreement. Investors shall pay to AFS the sum of $_________________ as investor’s investment participation fund to be expended and utilized pursuant to the terms and conditions of this agreement. This agreement shall have no force or effect until the entire sum aforementioned is paid in full to and received by AFS.

          IT IS SO AGREED AS SET FORTH ABOVE:

          Antiques for Seven, Ltd, a California Corporation

by      ________________________________
          Robert McCartney

dated: ___________________

          Investor

          ________________________________