A. Asa

WHEREAS Affiliate meets all of the qualifications prescribed by the ASA Board of Directors for formal affiliation with ASA as listed in Attachment A hereto ; and.

WHEREAS ASA and Affiliate will support each other's efforts to serve the needs and interests of the automotive service industry, and Affiliate desires to formally affiliate with ASA ;.

NOW THEREFORE in consideration of the foregoing and of the mutual promises and agreements hereinafter set forth, ASA and Affiliate hereby agree as follows :.

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A. ASA hereby grants to Affiliate and Affiliate accepts the exclusive right to identify itself as Automotive Service Association of (State) and accept members for the State of or a 30- mile radius outside the city limits of (City) . Such right shall not extend to any area outside of the area designated herein.In all written or oral communications Affiliate shall identify itself with the logo of ASA together with the phrase Affiliated with the Automotive Service Association. ASA also grants Affiliate the non-exclusive right to use ASA trade names and trademarks and Affiliate agrees to use ASA trade names and trademarks strictly in the manner specified by ASA. (A list of ASA trademarks and trade names is attached as Attachment B hereto.) ASA specifically reserves the right to enter into affiliation agreements with other organizations upon such terms and conditions as it deems appropriate, but not in violation of the Affiliate's rights under this Agreement.

B. Affiliate agrees to submit to ASA, or has previously submitted within the last twelve (12) months, current versions of the following documents : (1) Affiliate's bylaws ; (2) Affiliate's not-for-profit charter as filed within its state ; and (3) Affiliate's Internal Revenue Service Tax Exemption letter, and Affiliate's Federal employer's I. D. number ; and shall on an ongoing basis provide ASA with updated versions of these documents and complimentary copies of its newsletters and all official communications.

C. Affiliate hereby acknowledges receipt of ASA Bylaws, Policies and Procedures, and Code of Ethics and Professional Conduct.Affiliate recognizes ASA as the parent organization and agrees to comply with and conform to all the terms and provisions of the ASA Bylaws, Policies and Procedures, and Code of Ethics and Professional Conduct, including as they may hereafter be duly modified.Affiliate's bylaws shall not be materially inconsistent with ASA Bylaws, Policies and Procedures, Code of Ethics and Professional Conduct or with this Agreement, and Affiliate agrees that where conflict occurs, ASA Bylaws, Policies and Procedures, and Code of Ethics and Professional Conduct take precedence.Definitions of all categories of membership shall be in accordance with ASA Bylaws.

D. Qualified candidates and current members may elect to be a member of ASA or Affiliate or both.ASA and Affiliate agree to make reasonable efforts to recruit new members and to retain existing members that belong to both ASA and Affiliate.ASA and Affiliate shall advise each other in writing on a monthly basis of all member activity within Affiliate's area and provide a list of total members, both new, existing, and terminated.

E. ASA's Board of Directors may establish reasonable minimum the business, clients, methods, operations, financing, or services of ASA.Trade secrets and confidential information shall mean information not generally known that is disclosed to Affiliate or known by it as a consequence of this Agreement or affiliation with ASA.

L. Affiliate shall not be a member of or otherwise affiliate with any other national, international or regional automotive organization that maintains substantially inconsistent positions on issues with those of ASA or that has a conflict of interest with ASA, in the absolute discretion of ASA.

II. FISCAL OPERATIONS AND DUES :

A. ASA and Affiliate shall establish and practice sound fiscal policies and shall at all times maintain financial self-sufficiency.ASA and Affiliate each agrees to be individually responsible for its own fiscal needs, determining dues structure and collection of dues, and filing tax returns and other proper legal documents.The secretary/treasurer of Affiliate shall be responsible for the Affiliate's accounting procedures, shall maintain proper receipts and expenditure records, and shall arrange for the conduct an annual audit by an independent CPA, with a copy to be provided to ASA on a timely basis.

B. To facilitate an accurate accounting, if Affiliate is collecting ASA dues at the time this Agreement is entered into, Affiliate shall provide to ASA a full and complete accounting of dues and member names and addresses and payment of ASA dues no later than November 16, 1998.Beginning January 1, 1999, DATE : [ 01/01/1999 ]ASA shall collect ASA dues.

III. RIGHTS OF AFFILIATE :

A. Affiliate may purchase or receive signs, printed materials, and any other promotional materials from ASA on such terms as may be determined by ASA.

B. As a service to Affiliate and at Affiliate's request, with 30 days prior notice from the Affiliate's chief elected officer, ASA agrees to annually bill and reasonably attempt to collect by mail Affiliate's dues at no charge to Affiliate.ASA and Affiliate dues shall be billed separately and collected on an annual basis only.Affiliate agrees to collect dues if the mail attempt by ASA is unsuccessful.ASA reserves the right to terminate this service upon 30 days notice and to charge a reasonable annual charge for this service should the ASA Board of Directors determine to do so in the future.

C. Affiliate's primary contact person with ASA shall be the ASA Affiliate Liaison, and ASA Washington Representative shall be coordinated through and approved by the ASA President.

IV. LIABILITY AND REPRESENTATIONS :

A. ASA and Affiliate expressly acknowledge and agree that ASA and Affiliate are, and intend to remain, separate corporate entities and as such shall not incur any liability, obligation or expense on behalf of each other.

B. The conduct of Affiliate and its members and any other legal obligations of Affiliate are the responsibility of Affiliate.

C. Affiliate shall indemnify, defend and hold harmless ASA, its officers, directors, employees, agents and staff from any and all claims and causes of action, including judgments, interest, attorneys' fees, and all other costs, fees, expenses and charges which ASA, its officers, directors, employees, agents and staff may incur arising out of the negligence, gross negligence or willful or wanton misconduct of Affiliate, its officers, directors, employees, or agents.

A. ASA must do all that it can to increase interest and participation in fishing on a national basis.If we can get more people to fish more often, we will have helped solve one of the major problems facing this industry.that be why ASA programs such as Future Fisherman Foundation and the Fishing Tackle Loaner Program, as well as ASA-supported National Fishing Week, are so crucial.that be also why it is important to continue our support of the Sport Fishing and Boating Partnership Council and its new national outreach plan.

Q. What do you see as the association's greatest strength.

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A. I think it is ASA's ability to shape and influence legislation at the national level.We have been enormously successful this past year in securing $ 36 million from Congress for fishing and boating outreach.ASA's government affairs team also succeeded in winning back a portion of the boat fuel taxes that Congress has been diverting to the general fund.These revenues will now feed into the Wallop-Breaux program, where they should have been going all along.And this coming year, we expect to see the Fishable Waters Act introduced in Congress, which has the potential to make a huge impact in cleaning up our nation's lakes, rivers and streams.

Q. What do you see as the association's greatest challenge.
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What they do not realize is that the conservation work that ASA accomplishes on their behalf is what keeps our industry alive and strong.Without conservation of the resource, there will be no fish to catch, and no need for sportfishing products.The second major challenge is to increase the membership base of the association.If we are to truly represent the industry, then all segments must be major players in the association.

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I expect to have the same type of policy as chairman of ASA.