2008 STALLION SERVICE CONTRACT (U.S.)

685 Pattington Lane Union, MO 63084-4222 636-583-0920 or 314-750-1397 morgans@windenhill.com

This stallion service contract is made by and between Tami Johnson dba Windenhill (“Farm”) and __________________________________ (“Purchaser”) for breeding of the mare, _____________________________________ (“Mare”), AMHA Reg. No. ___________ to the stallion, SHANGHAI, AMHA Reg. No. 00153549 (“Stallion”) for the 2008 breeding season (“Present Breeding Season”); subject to the following terms and conditions:

1. THE MARE:

a. [CHECK ONE] ___ Purchaser is the legal owner or lessee (with right to breed) of the mare and desires to purchase semen to artificially inseminate the mare. Use of this semen is limited to the mare covered by this contract. Embryo Transplants are prohibited without prior written permission of the Farm; OR ___ Purchaser is the legal owner or lessee (with right to breed) of the mare and desires to purchase live cover services or on-farm artificial insemination for this mare.

b. Purchaser shall return a copy of Mare’s registration papers with this contract.

c. We recommend that the mare be ultrasounded between 15 and 21 days following breeding, and ultrasounded again between 28 and 45 days to confirm pregnancy.

d. Farm requires that the Mare is examined by an acceptable veterinarian between 30 and 60 days after the last day bred and Farm notified of her pregnancy status by day 60 after the last day bred or all return services set forth in Section 4 below are null and void.

e. Purchaser agrees to assume all responsibility for the condition of the Mare and shall bear all risk of loss or damage to the Mare whether by death, disease, injury, infection, or otherwise, and by any cause whatsoever including inappropriate, untimely, or negligent insemination or failure of insemination. Purchaser therefore agrees to hold the Farm, its owners, officers, directors, employees, agents, or stallion mangers harmless for any and all damages associated therewith. All reasonable precautions will be taken to insure the safety and good health of the mare, however, Purchaser agrees to be responsible for any veterinary care administered while Mare is on premises.

2. FEES:

Purchaser agrees to pay Farm or its agent the following fees:

The 2008 Stallion Service Fee for the stallion SHANGHAI is $2,000.00 in U.S. funds, payable as follows: A booking fee of $500.00 must be returned with a signed copy of this contract to reserve a service for the 2008 breeding season. The balance of $1,500.00 is due before the first shipment of semen or when the mare is delivered to the Farm for breeding.

a. For shipped semen: A credit card number (MC/Visa) and/or Federal Express account number must be on file with Farm for shipping charges on outbound shipments. Acct. No: ____________________________________________, expiration date: ____________________, cardholder name: ______________________________________________________________

Semen Collection: There will be a $200.00 per collection fee, which will be invoiced separately and payment is due within 30 days of date of invoice.

Container Return: There is no container deposit required, however, after receipt and use of semen, container must be shipped back to Farm or its agent within 7 days by Federal Express 2-day, USPS Priority Mail or UPS Blue Label (2 day) delivery insured for $300. There will be a $25 per day late container fee. Disposable containers do not need be returned. Failure to return container will result in a charge of $250 per container.

b. If credit card is inactive or does not have an available balance sufficient to cover the shipping charges, Purchaser agrees to pay all unpaid or additional costs promptly upon demand by farm. In addition, if Purchaser fails to pay any amount due hereunder for more than 30 days after notification from Farm, Farm is not obligated to perform further under the contract until all past-due amounts have been paid current.

c. If mare is to be live covered or bred via on-farm A.I., board will be charged to the mare owner in the amount of $10/day mare only, $12/day mare with foal. All board fees must be paid in full before mare leaves the Farm. No additional collection or cover fees will be charged for breeding. It is requested that the mare owner provide any future scheduled dates for worming or vaccinations on the mare if they may need to be performed while the Mare is at the Farm.

d. Stallion owner agrees to sign registration application for foal, assuming all costs and fees have been paid, upon notification of a live birth. Purchaser agrees that Farm can withhold this Signature if any amounts are remaining unpaid to Farm.

3. RESERVATIONS FOR SEMEN:

Farm’s receipt of this Stallion Service Contract confirms the Mare’s reservation to breed to the Stallion for the Present Breeding Season, which shall extend from March 1st to August 1st, 2008. Exceptions to this time frame may be made by special arrangement with Farm at Farm’s discretion.

a. All semen orders must be received by 10:00 am Central Standard Time of the day before the collection date. Late requests will be honored only if collection is possible.

b. All orders for semen shipments shall be filled as received, subject to availability of the Stallion’s semen. If there is insufficient semen to fill all orders for a given day, the Stallion Manager will determine which orders are to be honored. This decision will be based on information provided by Purchaser’s veterinarian.

c. Purchaser understands and accepts that there will be times when the Stallion may not be available for collection due to prior commitments or circumstances. It is the Purchaser’s responsibility to contact Farm to determine the dates on which the Stallion will not be available. Please be considerate and give the farm immediate notice when the mare begins her heat cycle so they can be prepared for collecting and shipping when needed.

4. RETURN OF SERVICE

Purchaser shall not be entitled to a refund of fees paid hereunder except as set forth in Paragraph 5 below. However, the mare shall have the right of return to the Stallion’s service in the following Breeding Season (2009), and in the next Breeding Season (2010) only in the following circumstances:

a. If the Mare does not settle during the Present Breeding Season AND the entire Stallion Service Fee has been paid in full to Farm, she is eligible for a return of service to the Stallion if the Purchaser submits a veterinarian’s certificate to that effect. Purchaser recognizes Farm’s right to require a negative intrauterine culture certificate prior to the Mare’s Return of Service.

b. If the Mare is examined in foal, but becomes barren during gestation AND the entire Stallion Service Fee has been paid in full to Farm, she is eligible for a return of service if Farm receives a veterinary certificate of barrenness.

c. If the Mare subsequently produces a live foal that is unable to stand alone and nurse, and that subsequently dies due to this inability, AND the entire Stallion Service Fee has been paid in full to Farm, she is eligible for a return of service upon Farm’s receipt of veterinary inspection.

d. If Mare becomes unfit for breeding or otherwise unbreedable, and such condition is verified by a certificate signed by a veterinarian acceptable to Farm, AND the entire Stallion Service Fee has been paid in full to Farm, Purchaser may, with permission from Farm, substitute another mare.

e. In the case of return of service, all fees outlined above must be paid for the current Breeding Season.

f. The return of service guarantee is valid for two (2) Breeding Seasons following the Present Breeding Season.

5. REFUND OF FEES:

This contract shall be null and void and Purchaser shall be entitled to a refund of any amount paid hereunder if the Stallion should die or become unfit for service prior to servicing the Mare in the Present Breeding Season. The Purchaser shall not be entitled to any refund if the Stallion should die or become unfit for service after the semen has been shipped, or in any subsequent Breeding Season.

6. NON-ASSIGNMENT:

This contract cannot be assigned or transferred by Purchaser. There shall be no right of return to the Stallion if Mare is sold or otherwise changes ownership.

7. WARRANTY:

The Farm is not responsible for lost, delayed or damaged semen and makes no representations or warranties of any kind with respect to any semen furnished hereunder except that it is the Stallion’s. The Farm makes no warranties other than those expressly stated in this agreement. All other warranties, expressed or implied, including but not limited to the warranties of merchantibility and fitness for purpose are hereby disclaimed and excluded from this transaction.

8. MISCELLANEOUS TERMS:

Purchaser’s remedies under this Agreement are limited to return of service under 4 or Refund of Fees under Number 5 above. In no event will Farm or any Agent for or of Farm be liable for special, compensatory, consequential or other damages of any kind. Under no circumstances shall Farm’s liability to Purchaser for any reason exceed the sum or value of Purchaser’s payments to Farm under this contract. Purchaser shall be liable for any and all costs incurred in the collection of any sums owed, including costs and attorneys’ fees. Purchaser agrees to pay all expenses and attorney’s fees incurred by Farm in defending any claims for which Purchaser has agreed to release, discharge, indemnify, and hold harmless Farm, its owners, officers, directors, employees, agents, and stallion managers. The parties agree that any litigation between them will be conducted in a court of competent jurisdiction in Warren County, Missouri, or, in the event federal courts have jurisdiction, the United States District Court for Missouri, sitting in St. Louis County, Missouri.

9. GOVERNING LAW:

This contract shall be governed by the laws of the State of Missouri and shall be binding upon the parties hereto and their heirs, personal representatives, successors, and permitted assigns, if any.

10. AGREEMENT:

This contract is intended to be the parties final expression of their agreement and as a complete and exclusive statement of the terms thereof, all prior negotiations and representations (oral or written) having been merged and incorporated herein. No course of prior dealings between the parties, or their officers, employees, or agents shall be relevant or admissible ot supplement, explain, or vary any of the terms of this contract.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals.

Name of Mare ________________________________________ Reg. No. _________________________________ Age _______

Sire ______________________________________________ Dam __________________________________________________

Mare Owner’s Signature _____________________________________________________________ Date ____________________

Address: ________________________________________________________________ Phone No __________________________

Stallion Owner’s Signature ___________________________________________________________ Date _____________________

If breeding is to be live cover or on-farm insemination, estimated arrival date of mare: _________________________________

Will mare be with or without foal? _____ Without foal _____ With foal