DSGearUSA Independent Sales Associate Agreement For a Better Equipped America

Independent Sales Associate Agreement: By signing up as a sales associate with DSGear, you agree to the following Terms of Service. This agreement is by and between DMSGear and/or their assigns and all subscribers. Unless the context requires otherwise, DSGear, DSGearUSA and/or their assigns shall be referred to as "DSG, us, we, or our" and you and/or Independent Sales Associate shall be referred to as "you, your, or ISA." You understand that DSG and/or their assigns does not guarantee or predict any type of profit or response from said services. Subscriber agrees to hold DSG harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which DSG and/or their assigns may become subject arising out of or relating in any way to the use of the services provided under this agreement, including, without limitation, in each case attorneys' fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities. A. Services to be Provided. We agree to pay you certain commissions as described when sales are made to customers. B. Termination. We may terminate your account: (a) If you violate our Terms of Service Policy; (b) Promote DSG's products in a manner that is unethical or inappropriate; or (c) For any reason, in our sole discretion. Duration of agreement: This agreement shall continue until terminated by either party upon thirty (30) days written notice to the other. Upon notice being given to terminate, the parties shall act in a positive, professional and favorable manner towards the patrons, and each other and neither shall take any actions to decrease productivity. If an ISA violates the agreement, then DSG shall have the right to terminate the services of the ISA agreement without notice.

C. No warranties or guarantees are implied or promised. WE MAKE NO WARRANTIES OR GUARANTEES TO YOU OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE, ITS SUBCONTRACTORS AND AFFILIATES PROVIDE YOU. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANDISE OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE, OTHER THAT THAT OF THE MANUFACTUR. We shall not be liable for any damages suffered by you, whether indirect, special, incidental, exemplary, or consequential, including, by not limited to, regardless of cause or fault. We are not responsible for your lost profits on merchandise not accepted or returned by a customer. DSGearUSA 3.07.12 Phone 770-238-9756, Fax 770-726-7182 Page 1

DSGearUSA Independent Sales Associate Agreement For a Better Equipped America

D. TERMS. You agree: (1) To use our company/website in a manner that is ethical and in conformity with community standards; (2) to respect the privacy of other users (you shall not intentionally seek data or passwords belonging to other users, nor will you modify files or represent yourself as another associate unless explicitly authorized to do so by that associate); (3) To respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property. (4) To accept commercial emails from us. (5) You agree to have approved any and all marketing, advertising, or promoting our products or products sold by us. If we learn of a violation or likely violation of our TERMS OF SERVICE, we will attempt to notify you. If you do not take immediate remedial action which is satisfactory to us, or in the event of a serious violation of the TERMS OF SERVICE, we reserve the right to terminate your account immediately. Every effort will be made to inform you prior to account termination, and to re-establish your account upon receiving such representations from you as we deem appropriate in the circumstances. YOUR SERVICE WILL BE TERMINATED IMMEDIATELY AND WITHOUT WARNING SHOULD YOU USE OUR SYSTEM AS PART OF ANY BULK EMAIL CAMPAIGN. You may also be subject to fines and legal actions as a result of your bulk email promotion... E. Assignment. This agreement is personal to you. You may not assign your rights under this agreement without our prior written consent. If you do assign your rights, as would be the case were someone other than you to use your account, you shall remain liable to us for any fees due under this agreement. We may assign this agreement at any time. F. Change of Terms and Conditions. We reserve the right to change the terms and conditions of this agreement as needed. Use of our servers by you after said changes constitutes acceptance of those new terms and conditions. If you do not agree to the new terms and conditions, you may terminate this agreement in accordance with Section B.

G. Notification of Account Changes. You agree to provide us with such other information relating to your use of this service as we deem necessary or desirable. You agree to notify us if your address, email address, telephone number, billing information changes. H. Notices. DSGearUSA 3.07.12 Phone 770-238-9756, Fax 770-726-7182 Page 2

DSGearUSA Independent Sales Associate Agreement For a Better Equipped America

All notices, requests, demands, and other communications under this agreement shall be in writing and shall be deemed to have been given on the date of delivery: if delivered personally to the party to whom notice is to be given; if sent by electronic mail with a cc: to sender; if sent by fax; or on the third day after mailing by first class mail. I. General Provisions. The subject headings of the articles and sections are for convenience only, and shall not affect the construction or interpretation of any of its provisions. If any portion of this agreement is found invalid or unenforceable, that portion shall be severed and the remainder of this agreement shall remain in force. This agreement constitutes the entire agreement between us pertaining to its subject matter and supersedes all of our prior agreements, representations, and understandings. Subject to Section I, no supplement, modification, or amendment of this agreement shall be binding unless executed in writing by both parties. No waiver of any of the provisions of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. This agreement may be executed in one or more counterparts. Each shall be deemed an original, but all of which together shall constitute one and the same instrument. If an organization is the subscriber, the individual signing up for our services represents that he or she is duly authorized to enter into this agreement on behalf of that organization. In the event of a dispute, the parties agree to submit the matter to the Community Dispute Resolution Service or any recognized Arbitration Board located within our state and county, before instituting litigation. Ability to Perform: You attest that you are of lawful age and of sound mind and upon acceptance by DSG and your acceptance of this agreement, you will be an Independent Sales Associate with us. You will also be eligible to participate in the selling and distribution of products and services provided by us. The ISA will service the accounts/customers when the products are ordered and/or sold and assist in the resolution of any customer concerns.

Taxes: The ISA understands that they are an independent contractor, not an agent, employee or franchisee of DSG and will not be treated as an employee for any purpose including that of Federal Unemployment Tax Act, the Federal Insurance Contribution Act, the Social Security Act and/or any State Unemployment Act(s). DSG shall not maintain Workers Compensation or Disability Coverage for ISA. The ISA understands and agrees that the ISA will pay all applicable Federal and State income taxes, self employment taxes and/or license fees which may be due because of state or local laws in your area.

DSGearUSA 3.07.12

Phone 770-238-9756, Fax 770-726-7182

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DSGearUSA Independent Sales Associate Agreement For a Better Equipped America

The place of origin of this agreement is the state of Georgia, and it shall be governed in accordance with its laws. The lawful courts of the state of Georgia shall be the forums for the resolution of any disputes arising hereunder. Restrictions on Products: The ISA agrees not to use DSGs logos, trademarks, trade names, literature or any other materials in any type of advertising without the prior written approval of DSG. This includes and vendor or wholesalers that DSG is associated with. The ISA understands that sales are a requirement but the ISA is not required to purchase goods or services. Earnings are solely based on the ISAs ability to sell the products or any future products and services of DSG. The ISA indemnifies and holds harmless DSG form any claims, damages, and expenses including attorneys fees arising out of the actions of the ISA actions or conduct in violation of this agreement. The ISA is not guaranteed any income, profit or success. The ISA will make commission only on products, goods and services personally sold by the ISA. Over-ride compensation will be paid to those ISAs that are in a management role of those ISAs they are managing. The ISA is free to set the ISAs own hours and determine the ISAs own location and the methods of selling within the guidelines of this agreement. Using sales or recruiting materials not approved by DSG or its suppliers is a breach of contract and may result in termination and participation in any future sales. Inaccurate information supplied or failure to keep contact information current by the ISA is grounds for termination of this agreement at the option of DSG. The ISA will make no statement, claims representations or warranties respecting DSGs products which are not provided by the wholesales in relation to their products. This agreement may be modified from time to time to meet legal requirements and changes in economic and/or political conditions. DSG agrees to give thirty (30) days notice of such modifications. The ISA understands the policies and procedures as well as this agreement and will adhere to them. Any violation of this agreement may result in the termination of this agreement at DSGs option. In order to protect against unauthorized promises, which cannot be fulfilled, DSG shall have the absolute right, at our discretion: To refuse to accept any orders procured through the ISA and to refuse to ship the goods described herein. To make any allowances or adjustments to orders and acceptance of any returns/shipments. DSG shall notify the ISA in writing of such refusals, allowances or adjustment.

DSGearUSA 3.07.12

Phone 770-238-9756, Fax 770-726-7182

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DSGearUSA Independent Sales Associate Agreement For a Better Equipped America

The ISA shall sell, on behalf of DSG or when representing their self as a representative of DSG only those products and/or services as approved by DSG. Expenses: The ISA is and shall be responsible for all expenses incurred by the ISA in performance of their duties unless otherwise set forth in writing between the parties. Purchasing of Products: All products that the ISA sales will be at the retail price only. The ISA will receive a commission off the retail price once the merchandise and/or services have been accepted by the customer. The ISA will not be permitted to sale any items for any price other than what is set by DSG, unless otherwise agreed on in advance. A ISA may NOT at any time collect cash of any kind for any product or services sold by DSG. Any money collected other than directly via the DSG web site must be in the form of check, credit card or money order made out to DSGear. Boundaries: DSG does not set or guarantee any boundaries for the ISA to sell products. You may sell and or market DSG products and services anywhere in the United States. At this time, DSG does not Ship its products and service outside the United States. Trade Secrets: Accordingly, the ISA recognizes and acknowledges that it is essential to DSG to protect the confidentiality of such trade information: With respect to DSGs special business techniques, analyses or the market, forms, list, customers, and any and all information regarding the manufacture or distribution of products, prices, the ISA acknowledges that all such information: 1). Belongs to DSG. 2). Constitutes specialized and highly confidential information and not generally known in the industry or public. 3). Constitute trade secrets of DSG. The ISA thus agrees to act as a trustee of such information and of any other confidential information that they require in connection with their association with DSG. Agreement Not to Compete: DSG has retained the ISA only for the purpose set forth in this agreement. During the term hereof, the ISA shall not, directly or indirectly, enter into, or in any manner take part in, any business, profession, or other endeavor, which competes with DSG in the sale of such products as DSG maintains or may add to its product lines during the term of this agreement. DSGearUSA 3.07.12 Phone 770-238-9756, Fax 770-726-7182 Page 5

DSGearUSA Independent Sales Associate Agreement For a Better Equipped America

Restrictive Covenant: For a period of twelve (12) months after the termination of this agreement for any reason, whether with or without cause, or for a period of time to the length of involvement the ISA will not, directly or indirectly, contact any then-existing client of DSG for any purpose of selling like or similar lines on behalf of ISA or any other person, firm, company, or corporation. Internet, Phone and Email Marking: DSG has a zero tolerance toward any ISAs associated with Spam. The accounts of the ISA associated with Spam are immediately terminated as the violation is verified, with a cancellation of any pending monies or commissions owed. DSG considers ANY type of advertisement about our products or services, posted to a Newsgroup or Chat Room, in violation of THEIR posting rules, to be Spam. If that site has rules against such postings you must follow their rules. ISAs must observe the Do Not Call list procedures when making phone calls to contacts potential customers. ISA agrees to comply with all US State and Federal Spam laws, including but not limited to the Federal CAN-SPAM Act. Because damages are often difficult to ascertain, if actual damages cannot be reasonably calculated then you as ISA agree to pay DSG liquidated damages of $500 for each piece of Spam or unsolicited Email transmitted from or otherwise connected with your account, or actual damages, whichever is higher, to the extent such actual damages can be reasonably calculated.

Commissions: The starting commission for a new ISA is 10% of the retail sales price. Each ISA will receive a Code Number. This Code Number will identify the ISA who is making the sale to DSG. Commissions will be paid to that Code Number, when and after the customer has accepted their merchandise. DSG will only pay commission on sales that are tracked through our tracking system and indicate the ISAs Code Number when they visit the DSG web site or a paper order is made. If a customer returns later and orders additional items and does not use the ISAs Code Number, that ISA WILL still receive their commission for that sale as long as the customer has used their Code Number for past transactions.

DSGearUSA 3.07.12

Phone 770-238-9756, Fax 770-726-7182

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DSGearUSA Independent Sales Associate Agreement For a Better Equipped America

If a purchase using another ISA Code Number by a customer that has already purchased items through a previous ISAs Code Number. The commission for that sale will be split between the two ISAs. If for some reason a customer does not enter the ISAs Code Number when making an order. That ISA must notify immediately DSG of the error in order to have the commission applied to them. DSG will verify with the customer that the ISA was involved in the transaction. An ISA should call or Email DSG after any sale is made, to ensure that DSG has received the order and that their Code Number was properly used. Each ISA will receive a 1099 at the end of the tax year showing the commission made for the previous tax year. Commissions will be paid on the 1st and the 15th of each month for sales made, only after the customer has accepted their merchandise. Building a Team/ Getting Higher Commission: If the ISA wishes to move up and earn more money, they may do so in two different ways: 1). Meet the sales requirement to move up to the next commission as a lone ISA. 2). Build a Sales Team and receive commission Over-rides off of your team that will apply to your sales requirement to move up to the next commission level. Note: it is not necessary or required to hire or have a sales team. That is totally up to the ISA.

DSGearUSA 3.07.12

Phone 770-238-9756, Fax 770-726-7182

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DSGearUSA Independent Sales Associate Agreement For a Better Equipped America

If you agree to the above agreement and would like to become an ISA with DSG, please complete the information below and mail or fax to: (Call or email DSG after you have sent us your agreement so that we will know that you have sent it). DSGearUSA PO Box 961 Douglasville, Ga. 30133 Or fax to: 770-726-7182

Independent Sales Associate Information: Full Name: ______________________________________

Mailing Address: ______________________________________ ______________________________________ SSN# ______-______-______ (for taxes)

Phone Number: _________________ Fax Number: Cell Number: Email Address: _________________ _________________ _______________________

Signature: Print Name:

____________________________ ____________________________

Date: ___________

Recruiting ISA:

____________________________

Code Number: _________

DSGearUSA 3.07.12

Phone 770-238-9756, Fax 770-726-7182

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