Transcend Marketing International, Inc.

Policies and Procedures

Effective February 2005
Welcome to Transcend Marketing International, Inc. We have a mission to attract leaders that can do the unthinkable,
tackle the impossible and touch the untouchable all for the sake of helping others. The following Policies and
Procedures are intended to explain our responsibility and expectations as well as yours, our Independent Marketing
Agent’s responsibilities. A very important step in becoming a Transcend Marketing International, Inc. Independent
Marketing Agent is that you read, understand and agree to adhere to the full text of Policies and Procedures as outlined
below.

SECTION 1 – INTRODUCTION

1.1 Policies Incorporated into the Independent Marketing Agent Agreement

These Policies and Procedures, in their present form and as amended from time to time at the sole discretion of
Transcend Marketing International, Inc. (hereafter “TMII” or the “Company”), are incorporated into, and form an
integral part of the TMII Independent Marketing Agent Agreement. Throughout these Policies and Procedures, when
the term Agreement is used, it collectively refers to the TMII Marketing Agent Application and Agreement, these
Policies and Procedures, the TMII Marketing and Compensation Plan and the TMII Entity Application and Agreement
(if applicable) in their current form and as amended by the Company at its sole discretion. These documents are
incorporated by reference into the TMII Marketing Agent Agreement. It is the responsibility of each Marketing Agent
to read, understand, adhere to and ensure that he or she is aware of and operating under the most current version of
these Policies and Procedures.

1.2 Purpose of TMII Independent Marketing Agent Agreement

TMII is a dynamic database marketing and management company for online consumers. It is important to understand
that your success and the success of your fellow Marketing Agents are dependent upon the integrity of the men and
women who market our products and services. Accordingly, the purpose of the TMII Marketing Agent Agreement,
including the policies and procedures, is:
• To clearly define the relationship between TMII and our Independent
Marketing Agents,
• Explicitly set a standard for acceptable business conduct, and
• Assist you in building your business.

Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide
by the Agreement. Please review the information carefully. If you have any questions, do not hesitate to contact us.

1.3 Agreement Changes

TMII may from time to time, at its sole discretion, amend the Terms and Conditions of the Marketing Agent
Agreement, Policies and Procedures, Compensation Plan and Prices at its sole discretion. Amendments shall become
effective upon publication of the changes in official TMII publications, websites and other official Company
documents.

1.4 Delays
The Company shall not be responsible for delays and failures in performance of its obligations when performance is
made commercially impracticable due to circumstances beyond its reasonable control. This includes, without
limitation, employment strikes, labor difficulties, riot, war, fire, death, curtailment or interruption of a party’s source of
supply, or government decrees or orders.

1.5 Policies and Provisions Severable

If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, illegal, or
unenforceable for any reason, only the invalid portion(s) of the provision will be severed and the remaining terms and
provisions shall remain in full force and effect and shall be construed as if such invalid, illegal or unenforceable
provision never comprised a part of the Agreement.

1.6 Titles not Substantive

The titles and headings to these policies are for reference purposes only, and do not constitute, and shall not be
construed as, substantive terms of these Policies and Procedures.

1.7 Waiver

1
The Company never forfeits its right to insist on compliance with the Marketing Agent Agreement and with the
applicable laws governing the conduct of a business. No failure of TMII to exercise any right or power under the
Marketing Agent Agreement or to insist upon strict compliance by an Independent Marketing Agent with any
obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the
Agreement, shall constitute a waiver of TMII’s right to demand exact compliance with the Agreement. An authorized
officer of TMII can affect waiver by TMII only in writing. TMII’s waiver of any particular breach by a Marketing
Agent shall not affect or impair TMII’s rights with respect to any subsequent breach, nor shall it affect in any way the
rights or obligations of any other Marketing Agent. Nor shall any delay or omission by TMII to exercise any right
arising from a breach affect or impair TMII’s rights as to that or any subsequent breach.

2
 SECTION 2 - BECOMING A MARKETING AGENT

2.1 Requirements to Become an Independent Marketing Agent

To become a TMII Independent Marketing Agent, each applicant must:
• Be of the age of majority in his or her state of residence,
• Reside in the United States or U.S. Territories,
• Have a valid Social Security or Federal Tax ID number,
• Read the TMII Policies and Procedures,
• Purchase a TMII Business Services & Support Pack for a nominal cost (except where prohibited by law), and
• Complete and submit an Independent Marketing Agent Application and Agreement.

The Company reserves the right to reject any application for a new Marketing Agent or applications for
renewal.

2.2 Acceptance of the Terms & Conditions, and Policies and Procedures
By “clicking” on the “I Accept” button on the Independent Marketing Agent’s Application and Agreement, the
Independent Marketing Agent accepts and agrees to the Terms and Conditions with respect to the Policies and
Procedures contained in the Agreement.

2.3 No Purchase Required Other than the purchase of an IMA Business Services & Support Pack
A purchase of TMII products, services or sales aids is not required. In order to familiarize new Marketing Agents with
TMII products, services, sales techniques, sales aids and other matters, the company requires that they purchase an
IMA Business Services & Support Pack at a nominal cost.

2.4 Independent Marketing Agent (IMA) Number

The Company requires you to provide your Social Security Number or Federal Taxpayer Identification Number for tax
purposes only. You will be assigned an Independent Marketing Agent Number upon acceptance of your Application.
This IMA number will be used to place orders and track commissions and bonuses and other information regarding
your TMII business.

2.5 Independent Marketing Agents Benefits

Once a Marketing Agent Application and Agreement has been accepted by TMII the benefits of the Marketing and
Compensation Plan and the IMA Agreement are available to the new Marketing Agents. These benefits include the
right to:
• Purchase TMII products and services at the Marketing Agents price,
• Resell TMII products and services and profit from these sales,
• Participate in the TMII Marketing and Compensation Plan (receive bonuses and commissions, if eligible),
• Sponsor other individuals as Marketing Agents into the TMII business and thereby, build a marketing organization
and progress through the TMII Marketing and Compensation Plan,
• Access and usage of TMII’s MyOffice software,
• Receive periodic TMII literature and other TMII communications,
• Participate in TMII sponsored support service training, motivational and recognition functions, upon payment of
appropriate charges, if applicable and
• Participate in promotional and incentive contests and programs sponsored by TMII for its Marketing Agents.

2.6 One TMII Business Per Independent Marketing Agent

A Marketing Agent may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner,
shareholder, trustee, or beneficiary, in only one TMII business. No individual may have, operate or receive
compensation from more than one TMII business.

Spouses of TMII Marketing Agents may have a TMII business separate from that of the other spouse. However, if
spouses own separate TMII businesses, one spouse must be the sponsor of the other spouse. Dependent children of
TMII IMA’s may not have a TMII business.

2.7 Term of Agreement

The term of the Agreement is one year. IMA’s contracts expire on December 31st each year. If your TMII Independent
Marketing Agent Application and Agreement is processed between September 1st and December 31st, your annual
renewal will automatically include the next calendar year.

2.7.1 Renewal of your TMII Business

3
Independent Marketing Agents must apply for the renewal of their TMII Agreement and pay the Annual Renewal Fee
of $99.00 prior to December 31st. Acceptance of the Application for Renewal, the Annual Renewal Fee and renewal of
the Agreement is in the sole and absolute discretion of TMII.

2.7.2 Application for Renewal

Application for Renewal shall constitute the IMA’s acknowledgement, representation and warranty that the IMA has
reviewed and accepts the most current version of the Policies and Procedures and the most current version of the
Agreement, in its entirety.

2.7.3 Acceptance of the Application for Renewal, Annual Renewal Fee

Upon TMII’s acceptance of the Application for Renewal and the Annual Renewal fee, an IMA will continue to receive
the Independent Marketing Agent benefits as outlined in Section 2.5. The charging of the annual renewal fee to the
bankcard submitted or the negotiation of the check submitted by the IMA shall constitute acceptance of the Application
for Renewal. Either party may elect not to renew the IMA agreement at each renewal date of the application.

2.7.4 Failure to Pay Annual Renewal Fee

If the annual renewal fee is not paid within 30 days after the expiration of the current term of the Independent
Marketing Agent Agreement, the IMA will not be eligible and will lose all rights under the Agreement and the TMII
Marketing and Compensation Plan.

4
 SECTION 3 - OPERATING A TMII BUSINESS
3.1 Adherence to the TMII Marketing and Compensation Plan
Marketing Agents must adhere to the TMII Marketing Plan as set forth in official TMII literature. IMA’s shall not offer
the TMII opportunity through, or in combination with, any other system, program, or method of marketing other than
that specifically stated in official TMII literature. Marketing Agents shall not require or encourage other current or
prospective Marketing Agents to execute any agreement or contract other than official TMII agreements and contracts,
in order to become a TMII IMA. Similarly, Marketing Agents shall not require or encourage other current or
prospective Marketing Agents to make any purchase from, or payment to, any individual or other entity to participate in
the TMII Marketing and Compensation Plan other than those purchases or payments identified as recommended or
required in official TMII literature.

Independent Marketing Agents are cautioned against using their own bankcard or checking account to fund the
distributorship or product purchases of another IMA. Such practice carries with it certain obligations to complete the
purchase and obligations with respect to refunds. The Company must make refunds by credit to the bankcard used for
the purchase. The Company cannot make refunds in any other manner and has no enforceable right to intervene with a
Sponsor to force payment of a refund to another IMA.

3.2 Actions of Household Members or Affiliated Individuals

Any member of an IMA’s immediate household engages in any activity which, if performed by the IMA would violate
any provision of this Agreement, such activity will be deemed a violation by the IMA.

3.3 Holding Applications or Orders

Marketing Agents must not manipulate enrollments of new applicants and purchases of products. All Marketing
Agents Applications and Agreements and product orders must be sent to TMII within 24 hours from the time they are
executed.

3.4 Advertising
3.4.1 In General
In the conduct of his or her business, the IMA shall safeguard and promote the good reputation of TMII and its
products and services. The marketing and promotion of TMII, the TMII opportunity, the Marketing and Compensation
Plan and TMII products and services shall be consistent with the public interest and must avoid all discourteous,
deceptive, misleading, unethical or immoral conduct or practices.

To promote both the products and services and the tremendous opportunity TMII offers, Marketing Agents must use
the sales aids and support materials produced or approved by TMII. The rationale behind this requirement is simple.
TMII has carefully designed its products, product labels, Marketing and Compensation Plan and promotional materials
to ensure that each aspect of TMII is fair, truthful, substantiated and complies with the vast and complex legal
requirements of federal, state and local laws.

If TMII Marketing Agents develop their own sales aids and promotional materials (which includes Internet
advertising), notwithstanding their integrity and good intentions, the likelihood that they would unintentionally violate
any number of a host of statutes or regulations affecting a TMII business is almost certain. These violations, although
they might be relatively few in numbers, would jeopardize the TMII opportunity for all Marketing Agents. Unless the
IMA receives written approval from the Company specifically authorizing the material, the request is deemed denied.

3.4.2 Independent Marketing Agents Websites

In order to maintain and maximize the effectiveness and consistency of TMII’s advertising and branding efforts, TMII
has incorporated certain Internet policies, which have been outlined herein and must be strictly conformed to. TMII
Independent Marketing Agents may not have a personal or business website, nor use any domain name that includes
any reference, abbreviated or suggestive, to TMII’s name, product, service, opportunity, or marketing theme, except as
described herein, or as approved by TMII, now or at any time in the future.

3.5 Prohibited Advertising

TMII strictly prohibits any form of advertising (online or offline) of any website, other than through the media and
advertising packages available from TMII, or as approved by TMII. Online advertising includes, but is not limited to,
listing pages, search engines submissions (keywords, registration and descriptive paragraph), classifieds, e-mail lists or
any other electronic or computer-related medium.

3.6 Spamming and Unsolicited Faxes

Except as provided in this section, Marketing Agents may not use or transmit unsolicited faxes, mass e-mail
distribution, unsolicited e-mail, or “spamming” relative to the operation of their TMII businesses. The terms

5
"unsolicited faxes" and “unsolicited e-mail” mean the transmission via telephone facsimile or electronic mail,
respectively, of any material or information advertising or promoting TMII, its products, its compensation plan or any
other aspect of the company which is transmitted to any person, except that these terms do not include a fax or e-mail:
(a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the
Marketing Agent has an established business or personal relationship. The term "established business or personal
relationship" means a prior or existing relationship formed by a voluntary two-way communication between a
Marketing Agent and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person
regarding products offered by such Marketing Agent; or (b) a personal or familial relationship, which relationship has
not been previously terminated by either party.

3.7 Trademarks and Copyrights

All variations of the name of the Company (“Transcend Marketing International, Inc.”), its affiliates and other names as
may be adopted by the Company are proprietary trade names, trademarks and service marks of TMII (the “Marks”). As
such, the Marks are of great value to TMII and are supplied to Independent Marketing Agents for their use only in a
limited and expressly authorized manner. Use of TMII’s name on any item not produced by the Company is prohibited
except as follows:
• “Independent Marketing Agent’s Name, Independent Marketing Agent of Transcend Marketing International, Inc.”;
• “Independent Marketing Agent’s Name, Independent Marketing Agent of TMII”;
• “Independent Transcend Marketing International, Inc. Marketing Agent”; and
• “Independent TMII Marketing Agent”.

All Marketing Agents may list themselves as an “Independent TMII Marketing Agent” in the white or yellow pages of
the telephone directory under their own name. No Marketing Agent may place telephone directory display ads using
the TMII Marks.

Marketing Agents may not answer the telephone in any manner that might indicate or suggest that the caller has
reached a TMII corporate office.

Marketing Agents may not produce for sale any recorded company event(s) and speech(es) without written permission
from TMII, nor may Marketing Agents reproduce for sale or for personal use any recording of company-produced
audio or videotape presentations.

Marketing Agents may not publish, or cause to be published, in any written manner or electronic media, the name,
photograph or likeness, copyrighted materials, or property of individuals associated with TMII without express written
authorization from the individuals and/or TMII.

3.8 Media and Media Inquiries

Marketing Agents must not attempt to respond to media inquiries regarding TMII its products or services, or their
Independent TMII business. All inquiries by any type of media must be immediately referred to TMII’s Public
Relations Department. This policy is designed to assure accurate and consistent information to the public as well as a
proper public image.

3.9 Unauthorized Recruiting and Sales

TMII Marketing Agents are free to participate in other business ventures or marketing opportunities. Marketing Agents
may engage in selling activities related to non-TMII approved or non-TMII produced products and services if they
desire to do so, but they may not engage in Unauthorized Recruiting of other TMII Marketing Agents or Customers.
Accordingly, during the term of the Agreement, Independent Marketing Agents may not:

(1) Directly or indirectly promote, solicit the sale of, or sell non-TMII products or services offered through
any other direct sales, network marketing, or multilevel marketing opportunity to other TMII Marketing
Agent regardless of whether such products or services compete with the products or services of TMII; or

(2) Directly or indirectly recruit, solicit or sponsor (or attempt any of the foregoing) other TMII Marketing
Agent to join any other multilevel, network marketing, or direct sales businesses or marketing opportunities
regardless of whether such businesses or marketing opportunities sell products that compete with those
offered by TMII.

(3) Display TMII products with any other products in a fashion that might in any way confuse or mislead a
prospective Marketing Agent into believing there is a relationship between the TMII and non-TMII products
or services. Marketing Agents may not offer the TMII opportunity, products or services to prospective or
existing Marketing Agents in conjunction with any other non-TMII opportunity, product or services.

6
 Marketing Agents may not offer any non-TMII opportunity products or services at any TMII related meeting,
seminar or convention.

(4) For a period of one year after the cancellation or termination of the Agreement for any reason, an IMA
may not directly or indirectly solicit, recruit, entice, sponsor or attempt any of the foregoing, any IMA to join
or participate in another direct sales opportunity, network or multilevel marketing business, if such IMA was
in the former IMA’s downline organization or if the former IMA became acquainted with or aware of the
IMA by virtue of their mutual involvement in TMII.

3.10 Placement and Genealogy Reports, IMA and Customer Lists

All Placement and Genealogy Reports, IMA and Customer Lists, whether provided in hard copy or online format, are
confidential and constitute proprietary business trade secrets belonging to TMII. Such reports and lists are provided to
Marketing Agents in strictest confidence and are made available to Marketing Agents for the sole purpose of assisting
them in the management and operation of their respective Marketing Organizations and in the development of their
TMII business.

Marketing Agents should use their Placement and Genealogy Reports to manage, motivate, and train their Marketing
Agents. The Marketing Agent and TMII agree that, but for this agreement of confidentiality and nondisclosure, TMII
would not provide such reports to the Marketing Agent. During any term of the Agreement between Marketing Agent
and TMII, for any reason whatsoever, Marketing Agent shall not, on his or her own behalf, or on behalf of any other
person, partnership, association, corporation or other entity:
• Directly or indirectly disclose any information contained in any Placement or Genealogy, customer or IMA lists to
any third party.
• Use the information to compete with TMII or for any purpose other than promoting his or her TMII business.
• Recruit or solicit any Marketing Agent or Customer of TMII listed on any report or in any manner attempt to
influence or induce any Marketing Agent of TMII, to alter their business relationship with TMII.
• Use or disclose to any person, partnership, association, corporation, or other entity any information contained in any
Downline Activity Report.

These provisions shall survive the cancellation or termination of the Agreement. Upon demand by the Company, any
current or former Marketing Agent will return the original and all copies of all Reports to the Company.

3.11 Unauthorized Claims Indemnification

A Marketing Agent is fully responsible for all of his or her verbal and written statements made regarding TMII
products, services and the Marketing and Compensation Plan, which are not expressly contained in official TMII
materials. Marketing Agents agree to indemnify TMII and its directors, officers, employees and agents and hold them
harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost
business incurred by TMII as a result of the Marketing Agent’s unauthorized representations.

3.12 Income Claims

In their enthusiasm to enroll prospective Marketing Agents, some Marketing Agents are occasionally tempted to make
income claims or earnings representations to demonstrate the inherent power of network marketing. This is
counterproductive, because new Marketing Agents may become disappointed very quickly if their results are not as
extensive or as rapid as the results others have achieved. We firmly believe that the TMII income potential is great
enough to be highly attractive, without reporting the earnings of others. Moreover, the Federal Trade Commission and
several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials
made by persons engaged in network marketing.

While marketing agents may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves
or others, such approaches have legal consequences that can negatively impact TMII as well as the Marketing Agent
making the claim unless appropriate disclosures required by law are also made contemporaneously with the income
claim or earnings representation. Because TMII Marketing Agents do not have the data necessary to comply with the
legal requirements for making income claims, a Marketing Agent, when presenting or discussing the TMII opportunity
or Marketing and Compensation Plan to a prospective Marketing Agent, may not make income projections, income
claims, or disclose his or her TMII income (including the showing of checks, copies of checks, or bank statements).

3.13 Governmental Approval or Endorsement

Neither federal nor state regulatory agencies or officials approve or endorse any direct selling or network marketing
companies or programs. Therefore, Marketing Agents shall not represent or imply that TMII or its Marketing and
Compensation Plan have been “approved”, “endorsed” or otherwise sanctioned by any government agency.

3.14 Independent Contractor Status

7
Marketing Agents are independent contractors and are not purchasers of a franchise or a business opportunity. The
agreement between TMII and its Marketing Agents does not create an employer/employee relationship, agency,
partnership, or joint venture between the Company and the Marketing Agent.

Marketing Agents shall not be treated as an employee for his or her services or for Federal or State tax purposes. All
Marketing Agents are responsible for paying local, state and federal taxes due from all compensation earned as a
Marketing Agent of the Company. The Marketing Agent has no authority (expressed or implied), to bind the Company
to any obligation. Each Marketing Agent is encouraged to establish his or her own goals, hours and methods of sale, so
long he or she complies with the terms of the Agreement, these Policies and Procedures and applicable laws.

3.15 Income Taxes

Each Marketing Agent is responsible for paying local, state and federal taxes on any income generated as an
Independent Marketing Agent. If a TMII business is tax exempt, the Federal tax identification number must be
provided to TMII.

TMII will provide IRS Form 1099 MISC (Non-employee compensation) earnings statement to each U.S. resident who
had earnings of over $600.00 in the previous calendar year or who made purchases for resale in excess of $5,000.00
from TMII during the previous calendar year.

3.16 Insurance
You may wish to arrange for adequate insurance coverage for your business. Your homeowner’s insurance policy
typically does not cover business-related injuries or the theft of or damage to product inventory or business equipment.
Contact your insurance agent to make certain that your business property is protected.

3.17 International Marketing

3.17.1 In General
Independent Marketing Agents may sell and promote TMII’s products, opportunity and services or recruit or enroll any
potential IMA only in countries in which TMII is approved for business, as announced in official TMII
communications.

3.17.2 United States and United States Territories

Because of critical legal and tax considerations, including: compliance with foreign laws regarding software approval
or registration; protection of intellectual property; compliance with customs, tax and immigration laws; compliance
with direct selling laws; product and income representations; and literature content and language requirements, TMII
must limit the resale of TMII products and services and the presentation of the TMII business to prospective Marketing
Agents located within the United States and U.S. Territories.

3.17.3 International Opportunity

Allowing a few Marketing Agents to conduct business in markets not yet opened by TMII would violate the concept of
affording every Marketing Agent the equal opportunity to expand internationally. Accordingly, Marketing Agents are
authorized to sell TMII products and services and enroll Marketing Agents only in the countries in which TMII is
authorized to conduct business, as announced from time to time in official company literature. In addition, no
Marketing Agent may, in any unauthorized country; (a) conduct sales, enrollment or training meetings; (b) enroll or
attempt to enroll potential Marketing Agents; or (c) conduct any other activity for the purpose of selling TMII products
and services, establishing a marketing organization, or promoting the TMII opportunity.

3.18 Cross-Group Sponsoring

Actual or attempted Cross-Group Sponsoring is strictly prohibited. “Cross-Group Sponsoring” is defined as the
enrollment of an individual who or entity that already has a current Marketing Agent Agreement on file with TMII, or
who has had such an agreement within the preceding six (6) calendar months, within a different line of sponsorship.
The use of a spouse or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal
ID numbers, or fictitious ID numbers to circumvent this policy is prohibited. Marketing Agents may not demean,
discredit or invalidate other TMII Marketing Agents in an attempt to entice another Marketing Agent to become part of
the first Marketing Agent’s marketing organization.

3.19 Errors or Questions

In the event a Marketing Agent has questions about or believes errors have been made regarding sponsoring or
placement of new Marketing Agents, the Sponsor must notify TMII within seven business days of the date of the
purported error or incident in question. TMII will not be responsible to repair IMA errors, omissions or problems not
reported to it within seven business days. If the error is the result of TMII’s actions, IMA’s shall have 60 days to report
the error. If the error is a result of TMII’s action, the Company will fix the problem at no charge if reported within 60
days. If the error is the result of the IMA’s conduct, TMII will charge a $100.00 fee to fix the problem.

8
3.20 Excess Inventory Purchases Prohibited
Marketing Agents are not required to carry inventory of sales aids. Marketing Agents who do so may find building a
marketing organization somewhat easier because of the decreased response time in fulfilling new Marketing Agent’s
needs. Each Marketing Agent must make his or her own decision with regard to these matters. TMII strictly prohibits
the purchase of products or services solely for the purpose of qualifying for commissions, bonuses or advancement in
the Marketing and Compensation Plan.

9
SECTION 4 - CHANGES TO YOUR TMII BUSINESS

4.1 In General
Each Marketing Agent must immediately notify TMII of all changes of information contained on the Marketing
Agent’s Application and Agreement. Marketing Agents may modify their existing business information (i.e. change
Social Security number to Federal I.D. number, or change the form of ownership from an individual proprietorship to a
business entity owned by the Marketing Agent) by submitting a written request, a properly executed Marketing Agent
Application and Agreement and appropriate supporting documentation.

4.2 Addition of Co-Applicants

When adding a co-applicant (either an individual or a business entity) to an existing TMII business, the Company
requires both a written request as well as a properly completed Independent Marketing Agent Application and
Agreement containing the applicant and co-applicant’s Social Security Numbers and signatures. The original applicant
must remain as a party to the original Marketing Agent Application and Agreement. The original Marketing Agent may
not terminate his or her relationship with the Company unless the Marketing Agent Agreement (and the TMII business)
is terminated in its entirety. Please note that the modifications permitted within the scope of this paragraph do not
include a change of sponsorship.

There is a $25.00 fee for each change requested, which must be included with the written request and the completed
Marketing Agent Application and Agreement. TMII may, at its discretion, require notarized documents before
implementing any changes to a TMII business. Please allow thirty days after the receipt of the request by TMII for
processing.

4.3 Change of Sponsor

In cases involving fraudulent inducement or unethical sponsoring, a Marketing Agent may request that he or she be
transferred to another organization with his or her entire marketing organization intact. All requests for transfer alleging
fraudulent enrollment practices shall be evaluated on a case-by-case basis. All requests for sponsorship changes and
accompanying evidence of fraudulent or unethical sponsoring must be submitted to the Company within 60 days after
the IMA’s enrollment. Requests over 60 days old will not be considered.

4.4 Cancellations and Re-Application

A Marketing Agent may change organizations by voluntarily canceling his or her TMII business and remaining inactive
(i.e., no purchases of TMII products or services, no sales of TMII products or services, no sponsoring, no attendance at
any TMII functions, participation in any other form of Marketing Agent activity, or operation of any other TMII
business) for six (6) full calendar months. Following the six (6) month period of inactivity, the former Marketing Agent
may reapply under a new sponsor.

4.5 Sale, Transfer or Assignment of TMII Business

Although a TMII Business is a privately owned, independently operated business, the sale, transfer or assignment of a
TMII Business, is subject to certain limitations. If a Marketing Agent wishes to sell his or her TMII Business, the
following criteria must be met:
• The selling Marketing Agent and the purchaser (if he or she is a TMII Marketing Agent) must be in good standing
and not in violation of any of the terms of the Marketing Agent Agreement or these Policies and Procedures, in order to
be eligible to sell, transfer, assign, or purchase a TMII Business.
• Protection of the existing line of sponsorship must always be maintained so that the TMII Business continues to be
operated in that line of sponsorship.
• The buyer or transferee must be (or must become) a qualified TMII Marketing Agent. If the buyer is an active TMII
Marketing Agent, he or she must first terminate his or her TMII Business and remain inactive for six (6) full calendar
months before becoming eligible for a purchase, transfer, assignment or acquisition of any interest in the TMII
Business.
• Before the sale, transfer or assignment can be finalized and approved by TMII, any debt obligations the selling
Marketing Agent or the purchaser (if he or she is or was a TMII Marketing Agent) has with TMII must be satisfied.

Prior to selling a TMII Business, the selling Marketing Agent must notify TMII’s Customer Service Department of his
or her intent to sell the TMII Business. No changes in line of sponsorship can result from the sale or transfer of a TMII
Business.

A Marketing Agent may not sell, transfer or assign a single or certain individual Commission Tracking Centers. He or
she must sell, transfer, or assign his or her entire TMII Business.

10
Upon complete execution of the purchase and sale agreement, and the new Marketing Agent Agreement, the parties
must submit copies of the same to TMII’s Customer Service Department for review and approval. TMII reserves the
right to request additional documentation that may be necessary to analyze the transaction between the buyer and seller.
TMII’s Customer Service Department will approve or deny the sale, transfer or assignment within 30 days after its
receipt of all necessary documents from the parties.

TMII shall at its sole discretion approve or deny the transaction and transfer. The purchaser of the existing Business
will assume the obligations and position of the selling Marketing Agent. A Marketing Agent who sells his or her
Business shall not be eligible to reapply as a TMII Marketing Agent for a period of at least six (6) full calendar months
after the sale. No business will be considered for sale or transfer unless it has been in full compliance with the
Agreement and had no policy infractions or disciplinary actions taken, for 12 calendar months prior to the request for
transfer or sale. A $100.00 transfer fee must be submitted with every transfer request. The fee is non-refundable
regardless whether the transfer is approved or denied.

4.6 Separation of a TMII Business

TMII Marketing Agents sometimes operate their TMII businesses as husband/wife partnerships, regular partnerships,
corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership or trust (the latter
three entities are collectively referred to herein as “Entities”) may dissolve, arrangements must be made to assure that
any separation or division of the business is accomplished so as not to adversely affect the interests and income of other
Marketing Agents up or down the line of sponsorship. If the separating parties fail to provide for the best interests of
other Marketing Agents and the Company, TMII may, at its sole discretion, terminate the Marketing Agent Agreement.

During the pending outcome of a divorce proceeding or entity dissolution, the parties must adopt one of the following
methods of operation:

(a) One of the parties may, with consent of the other(s), operate the TMII business pursuant to an assignment
in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize TMII to deal directly
and solely with the other spouse or non-relinquishing shareholder, partner or trustee.

(b) The parties may continue to operate the TMII business jointly on a “business-as-usual” basis, whereupon
all compensation paid by TMII will be paid in the same fashion as prior to the filing of the divorce
proceeding or dissolution.

Under no circumstances will the Marketing Organization of divorcing spouses or that of a TMII business formerly
operated by two or more individuals as any form of entity, be divided. Similarly, under no circumstances will TMII
split commission and bonus checks between divorcing spouses or members of dissolving entities. TMII will recognize
only one Marketing Organization and will issue only one commission check per TMII business. Commission checks
shall always be issued to the same individual or entity.

In the event that parties doing a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of
commissions and ownership of the business, the Marketing Agent Agreement may be involuntarily cancelled.

If a former spouse or a former entity owner has completely relinquished all rights in their original TMII business, they
are thereafter free to enroll under any sponsor of their choosing, so long as they meet the waiting period requirements.
In such case, however, such former spouse or partner shall have no rights to any Marketing Agents in their former
organization or to any former customer. They must develop the new business in the same manner, as would any other
new Marketing Agent.

4.7 Succession Upon the Death of a Marketing Agent

Upon the death or incapacitation of an IMA, his or her business may be passed to his or her heirs. Appropriate legal
documentation must be submitted to the Company to ensure the transfer meets its requirements. Accordingly, a
Marketing Agent should consult an attorney to assist him or her in the preparation of a will or other testamentary
instrument. Whenever a TMII business is transferred by a will or other testamentary process, the beneficiary acquires
the right to collect all bonuses and commissions of the deceased Marketing Agent’s marketing organization provided
the following qualifications are met. The successor(s) must:
• Execute a Marketing Agent Agreement,
• Comply with terms and provisions of the Agreement and
• Meet all of the qualifications for the deceased Marketing Agent’s status.

Bonus and commission checks of a TMII business transferred pursuant to this section will be paid in a single check
jointly to the devisees. The devisees must provide TMII with an address of record to which all bonuses and commission
checks will be sent.

11
4.8 Transfer upon Incapacitation of a Marketing Agent
To effect a transfer of a TMII business because of incapacity, the successor must provide the following to TMII: (1) a
notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation
establishing the trustee’s right to administer the TMII business and (3) a completed Marketing Agent Agreement
executed by the trustee.

12
 SECTION 5 - ADHERENCE TO LAWS AND ORDINANCES
5.1 In General
You must obey all laws and ordinances that apply to your business.

5.2 Local Ordinances

Many cities and counties have laws regulating certain home-based businesses and Marketing Agents must obey those
laws that apply to them.

5.3 Compliance with Federal, State, and Local Laws

Marketing Agents shall comply with all federal, state and local laws and regulations in the conduct of their business.
The violation or attempted violation of any such law or regulation, or fraudulent or deceptive conduct, shall be grounds
for disciplinary action, including termination.

5.4 Repackaging and Relabeling Prohibited

Marketing Agents may not repackage, relabel or alter the labels of any products, information, materials or programs in
any way.

13
 SECTION 6 – DISTRIBUTOR RESPONSIBILITIES
6.1 Sponsoring
All Marketing Agents in good standing have the right to sponsor and enroll others into TMII. Each prospective
Marketing Agent has the ultimate right to choose his or her own Sponsor. If two Marketing Agents claim to be the
Sponsor of the same new Marketing Agent, the Company shall regard the first application received by the Company as
controlling.

6.2 Telemarketing Techniques

The use of any automated telephone solicitation equipment or “boiler room” telemarketing operations in connection
with the marketing or promotion of TMII, its products, or the opportunity is strictly prohibited.

6.3 Ongoing Training

Any Marketing Agent who sponsors another Marketing Agent into TMII must perform a bona fide supervisory function
to ensure that his or her Downline is properly operating his or her TMII business. Marketing Agents must have ongoing
contact, communication and management supervision with the Marketing Agents in their Marketing Organizations.
Examples of such contact and supervision may include, but are not limited to: newsletters, written correspondence,
personal meetings, telephone contact, voice mail, electronic mail and the accompaniment of Downline Marketing
Agents to TMII meetings, training sessions and other functions. Upline Marketing Agents are also responsible to
motivate and train new Marketing Agents in TMII product knowledge, effective sales techniques, the TMII Marketing
and Compensation Plan and these Policies and Procedures. Marketing Agents must monitor the Marketing Agents in
their Marketing Organizations to ensure that Downline Marketing Agents do not make improper product or business
claims, or engage in any illegal or inappropriate conduct. Upon request, every Marketing Agent should be able to
provide documented evidence to TMII of his or her ongoing fulfillment of the responsibilities of a Sponsor.

6.4 Increased Training Responsibilities

As Marketing Agents progress through the various levels of leadership, they will become more experienced in sales
techniques, product knowledge and understanding of the TMII program. They may be called upon and are expected to,
share this knowledge with less-experienced Marketing Agents within their organization.

6.5 Ongoing Sales Responsibilities

Regardless of their level of achievement, Marketing Agents have an ongoing obligation to continue to personally
promote sales through the development of new customers and through servicing their existing customers.

6.6 Non-disparagement
In setting the proper example for their Downline, Marketing Agents must not make negative, demeaning or disparaging
comments or insinuations about TMII other TMII Marketing Agents, TMII’s products, the Marketing and
Compensation plan, or TMII’s directors, officers, or employees. IMA’s who wish to offer constructive criticism are
encouraged to send written criticisms, along with suggestions to address such issues, to TMII’s Customer Service
Department.

6.7 Reporting Policy Violations

Marketing Agents observing a Policy violation by another Marketing Agent should report the violation in writing to the
attention of the TMII Customer Service Department. Details of the incidents such as dates, number of occurrences,
persons involved and any supporting documentation should be included in the report.

6.8 Reviewing Policies and Procedures with Applicants

Marketing Agents must review the most current version of the Policies and Procedures with individuals whom they are
sponsoring before the applicant signs, or otherwise agrees to become a TMII Marketing Agent.

6.9 IMA Sponsored Training

IMA’s may conduct training seminars for other IMA’s. However, the IMA putting on the training program may only
charge IMA’s who wish to attend the training program that amount necessary to cover the sponsoring IMA’s expenses
associated with putting on the training seminar. No speaking or appearance fees may be charged by any IMA or
included in the program fee.

14
 SECTION 7 - SALES REQUIREMENTS
7.1 Product Sales
The TMII Marketing and Compensation Plan are based upon the sale of TMII products and services and building a
customer base for their TMII Business. Marketing Agents must fulfill specified personal and Marketing Organization
requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions
and advancement to higher levels of achievement.

7.2 Personal Sales Volume and Group Sales Volume

Marketing Agents must satisfy the Personal Sales Volume and Group Sales Volume requirements to maintain their
status as specified in the TMII Marketing and Compensation Plan. “Personal Sales Volume” shall include purchases
made by the Marketing Agent and purchases made by the Marketing Agent’s customers. Group Sales Volume shall
include the Marketing Agent’s Personal Sales Volume and the total Sales Volume of all Marketing Agents in his or her
Personal Network.

7.3 Five Customer Rule

Marketing Agents must develop or service at least five customers every month.

7.4 Territory Restrictions

There are no exclusive territories granted to anyone.

15
 SECTION 8 - BONUS AND COMMISSIONS
8.1 In General
A Marketing Agent must be in compliance with the Agreement to qualify for bonuses and commissions. So long as a
Marketing Agent complies with the terms of the Agreement, TMII shall pay commissions to such Marketing Agent in
accordance with the Marketing and Compensation plan.

8.2 Adjustment to Bonuses, Commissions and Sales Volume

8.2.1 IMA Rebate Returns
Marketing Agents receive bonuses and commissions (IMA Rebates) based on the actual sales of products and services
to end consumers. When a product or service is returned to a merchant, the IMA Rebates attributable to the returned
product(s) will be deducted, in the month in which the refund is given and continuing every pay period thereafter until
the commission is recovered, from the Marketing Agents who received bonuses and commissions on the sales of the
refunded goods.

8.2.2 Advertising Credits

Marketing Agents may not use automatic cycling or “clicking” devices or programs to access the TMII website or any
of their partners’ websites. Marketing Agents will not receive credit for “artificial clicks” or clicks which are generated
by means other than normal traffic. We do not differentiate between clicks generated by software or a single person
clicking only for the sake of running up the Advertising Credit count. Any time abnormal traffic is generated by an
individual user or machine we deem those Advertising Credits to be artificially generated. TMII reserves the right to
suspend the site owner’s eBusiness Solution Software License and/or adjust their Advertising Credits, whichever we
deem to be prudent at the time.

8.3 Unclaimed Commissions and Credits

Marketing Agents must deposit or cash commission and bonus checks within six (6) months from their date of issue. A
check that remains un-cashed after six (6) months will be void. After a check has been voided, the Marketing Agent’s
account will be credited, there shall be a $15.00 charge for such transaction and a $15.00 charge for reissuing a check;
plus a $10.00 monthly maintenance fee. These charges shall be deducted from the balance owed to the Marketing
Agent.

8.4 Account Credits

Marketing Agents who have a credit on their account must use their credit within six (6) months from the date on
which the credit was issued. If credits have not been used within six months, TMII shall attempt to notify the Marketing
Agent by sending written notice to the last known address, advising the Marketing Agent of the credit. There shall be a
$10.00 charge for each attempted notification. This charge shall be deducted from the Marketing Agent credit on
account.

16
 SECTION 9 - PRODUCTS, GUARANTEES, RETURNS AND INVENTORY REPURCHASES

9.1 Product and Service Guarantees

9.1.1 eBusiness Solution Standard Pack License and eBusiness Solution Premium Pack License
Marketing Agents expressly agree that use of TMII eBusiness Solution software licenses (Standard Pack License and
Premium Pack License) is at the Marketing Agent’s sole risk. The software purchase of the Standard Pack License and
Premium Pack License is final and no refund is available.

TMII software licenses grant Marketing Agents a personal, non-exclusive, non-transferable, non-sublicenseable,
revocable and limited license and right, subject to the terms of this Agreement, to:

(a) Participate in any programs available through the License pack for which you have purchased as a
Marketing Agent.
(b) Qualify for commissions and access related areas of the relevant License pack purchased as a
Marketing Agent.
(c) Download reports made available to Marketing Agents by TMII; solely for your use in connection
with your software license agreement.
(d) The above licenses with respect to TMII are valid only while you remain a Marketing Agent of TMII
in good standing and comply with this Agreement. TMII may revoke any such license at any time by giving
you notice by in writing. TMII reserves all rights that are not specifically granted to you by this Agreement.

All other use of any reports made available to Marketing Agents by TMII and such software code or Content, including
modification, publication, transmission, transfer or sale of, reproduction, creation of derivative works, distribution,
performance, display, incorporation into another Site or mirroring is prohibited.

License agreements and all services offered therein are provided on a strictly "as is" and "as available" basis. TMII
makes no warranty with regard to services through TMII or partners; that TMII will meet IMA’s requirements; or that
these services will be uninterrupted, timely, error free; nor does TMII make any warranty as to the results that may be
obtained from the use of these services or as to the accuracy or reliability of any information obtained through the
software.

TMII reserves the right, without prior notice, to change any information of these Services, including but not limited to,
the features, services or other information.

9.1.2 MB Member Round-Up Service

TMII will make commercially reasonable efforts to ensure that the data collected by MB Members for the MB Member
Round-Up Service to the Marketing Agent has been validated. Except as expressly set forth herein; TMII makes no
other warranties to the Marketing Agent and disclaims all other warranties pertaining to the MB Members provided to
the Marketing Agent.

TMII does not guarantee that the members received from the MB Member Round-Up Service will be converted into
sales, nor are the members guaranteed to generate revenue for the Marketing Agent. Furthermore, TMII makes no
representation whatsoever regarding the suitability, creditworthiness, viability, or legitimacy of the members received.
TMII exercises no control over and accepts no responsibility for the acts and/or omissions of the subjects of the
members.

TMII shall in no event be liable for any indirect, incidental, consequential, special or exemplary damages (including but
not limited to, lost profits) arising from any aspect of this agreement.

The purchase of any MB Member Round-Up Service is final and no refund is available.

9.2 Sales Aides Exchange Guarantee

Transcend Marketing International, Inc. warrants the quality of its sales aides and shall exchange any defective sales
aide.

Anyone returning a damaged or defective sales aides must complete the following steps:
• Document the number of damaged boxes on the delivery receipt,
• Save the damaged sales aides or boxes for inspection by the shipping agent,
• Contact the shipping company to have the damaged sales aides inspected and
• File a claim with the shipping company.

17
If the damage is determined to be the responsibility of the Company, the damaged sales aides will be replaced without
cost to the Independent Marketing Agent.

9.3 Damaged or Defective Sales Aides Procedure

To replace the damaged or defective sales aides, follow the Procedures for All Returns, section 9.6, and include the
sales aides and documentation as instructed. Reasonable documented shipping costs will be credited.

The damaged or defective sales aides must be received by the Company within ten (10) days of the date it was
determined that Transcend Marketing International, Inc. was liable for the damages.

9.4 Independent Marketing Agent Returns

Independent Marketing Agents may only exchange sales aides purchased within the immediately preceding sixty (60)
days. Independent Marketing Agents are not entitled to cash refunds. All sales aides being exchanged must be in their
original packaging, unopened, currently marketable and in resalable condition. Upon receipt of the returned sales aides,
the Company will notify the Independent Marketing Agent of the status of the return. If the return is rejected, the
Independent Marketing Agent must request in writing that the sales aides be reshipped at the Independent Marketing
Agent’s expense to his/her address. Independent Marketing Agent exchanges will be assessed a 10% restocking fee. All
returns must have a RMA number associated with them; see section 9.6 on how to obtain a Return Merchandise
Authorization Number (RMA#).

Excessive exchanges or requests for authorization to exchange sales aids may result in cancellation of an Independent
Marketing Agents Agreement.

9.5 Independent Marketing Agent Cancellations

If an Independent Marketing Agent elects to cancel his/her Marketing Agent Agreement, he/she is entitled to a full
refund within the immediate 60 days for the purchase of the IMA Business Services & Support Pack, IMA Fast Start
Bonus Pack and all sales aides that are their original packaging, unopened, currently marketable and resalable
condition. There is no refund on the IMA Business Services & Support Pack if the fee was waived due to the purchase
of a Standard Pack or a Premium Pack License.

The Independent Marketing Agent is responsible for any damage or loss in the shipping process. Goods damaged en
route and therefore, not marketable, will be rejected. After full verification of all submitted paperwork and returned
items, Transcend Marketing International, Inc. will issue the terminating Independent Marketing Agent a refund within
thirty (30) days of receipt of all necessary documentation.

9.6 Procedures for All Returns

The following procedures apply to all returns for refund, repurchase, or exchange:

Call the TMII Customer Service Department to obtain a Return Merchandise Authorization Number (RMA#). The
RMA# must be clearly written on each shipping carton returned. Sales Aides that are returned without the RMA# will
be refused and returned to the sender.

All merchandise must include all of its original packaging. A copy of the original packing slip must accompany all
returns – NO EXCEPTIONS! Proper shipping carton(s) and packing materials are to be used in packaging the
product(s) being returned for replacement and the best and most economical means of shipping is suggested. All returns
must be shipped to Transcend Marketing International, Inc. shipping prepaid. Transcend Marketing International, Inc.
does not accept shipping-collect packages. If returned and the Company does not receive product(s), it is the
responsibility of the Marketing Agent to trace the shipment.

18
SECTION 10 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

10.1 Disciplinary Sanctions

Violation of the Agreement, these including Policies and Procedures, or any illegal, fraudulent, deceptive or unethical
business conduct by a Marketing Agent may result, at TMII’s discretion, in one or more of the following corrective
measures:
• Issuance of a written warning or admonition,
• Withholding and permanent loss of rights to bonus and commissions,
• Loss of rights to one or more bonus and commission checks,
• Adjustment of any Marketing Organization, including the movement of all or part of the Marketing Organization to
another Marketing Agent,
• Involuntary Cancellation of the offender’s Marketing Agent Agreement,
• Requiring the Marketing Agent to take immediate corrective measures,
• Any other measure expressly allowed within any provision of the Agreement, or
• Any other measure which TMII deems practicable to implement and appropriate to equitably resolve injuries caused
partially or exclusively by the Marketing Agent’s policy violation or contractual breach;
• Suspension of the individual’s Marketing Agent Agreement for one or more pay periods with a corresponding loss of
commissions:
• TMII may withhold from a Marketing Agent all or part of the Marketing Agent’s bonuses and commissions during
the period that TMII is investigating any conduct that allegedly violates the Agreement. If a Marketing Agent’s
business is canceled for disciplinary reasons, the Marketing Agent will not be entitled to recover any commissions
withheld during the investigation period.
• In situations deemed appropriate by TMII, the Company may institute legal proceedings for monetary and/or
equitable relief.

10.2 Grievances and Complaints

When a Marketing Agent has a grievance or complaint with another Marketing Agent regarding any practice or
conduct in relation to their respective TMII businesses, the complaining Marketing Agent should first report the
problem to his or her Upline who should review the matter and try to resolve it with the other party’s Upline. If the
matter cannot be resolved, it must be reported in writing to the Customer Service Department at the Company. The
Customer Service Department will review the facts and attempt to resolve it. If it is not resolved, it will be referred to
the Dispute Resolution Board for final review and determination.

10.3 Arbitration
The Agreement is governed by and construed in accordance with the laws of the State of Utah, unless the laws of the
state in which an IMA resides expressly requires the application of its laws to this transaction (in which case such state
law shall govern). All disputes and claims relating to TMII, the Agreement, the TMII Marketing and Compensation
Plan, TMII’s products and services, the rights and obligations of an independent IMA and TMII, or any other claims or
causes of action relating to the performance of either an IMA or TMII under the Agreement shall be settled totally and
finally by arbitration in Salt Lake County, Utah or such other location as TMII prescribes, in accordance with the
Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all
parties shall be entitled to all discovery rights allowed under the Federal Rules of Civil Procedure. All issues related to
arbitration shall be governed by the Federal Arbitration Act. If an IMA files a claim or counterclaim against TMII, he
or she shall do so on an individual basis and not with any other Marketing Agent or as part of a class action. The
decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in
any court of competent jurisdiction. The prevailing party shall be entitled to receive from the losing party costs and
expenses of arbitration, including legal and filing fees. This agreement to arbitrate shall survive any termination or
expiration of the Agreement. Nothing in this Agreement shall prevent TMII from applying to and obtaining from any
court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or
other relief available to safeguard and protect TMII’s interest prior to, during or following the filing of any arbitration
or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other
proceeding.

10.4 Governing Law, Jurisdiction and Venue Jurisdiction

The parties consent to jurisdiction and venue before any federal or state court in Salt Lake County, State of Utah for
purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration. If the law of the state in
which the IMA resides prohibits consensual jurisdiction and venue provisions for purposes of arbitration and litigation,
that state’s law shall govern issues relating to jurisdiction and venue.

19
 SECTION 11 – ORDERING

11.1 General Order Policies

On mail orders with invalid or incorrect payment, Transcend Marketing International, Inc. will return them
unprocessed. No C.O.D. orders will be accepted. Transcend Marketing International, Inc. maintains no minimum order
requirements. Orders for products and sales aids may be combined on a single order.

11.2 Autoship
All autoship orders shall be processed between the 21st and the 25th of each month. The following rules apply to
autoship orders:

a. Charges shall be billed to the Autoships IMA’s credit card or bank account on the day that the order is
processed.
b. To avoid an autoship order, written cancellation of an Autoship Order Status must be received by TMII
by the 20th of the month.
c. Changes to autoship orders must be received in writing by TMII by the 20th of the month.
d. There is no minimum autoship order size and Sales Quota Volume from a single autoship order can be
allocated to any one of the IMA’s commission tracking centers.

11.3 Shipping and Back Orders

All orders must allow 10 business days for delivery. However, Transcend Marketing International, Inc. will normally
ship products and sales aides within 72 hours from the date on which it receives an order. Transcend Marketing
International, Inc. will expeditiously ship any part of an order currently in stock. If, however, an ordered item is out-of-
stock, it will be placed on back order and sent when Transcend Marketing International, Inc. receives additional
inventory. Marketing Agents will be charged and given Personal Sales Volume on back ordered items unless notified
on the invoice that the product has been discontinued.

11.4 Shipment Responsibility

Responsibility and ownership of the contents of any shipment passes from the Company to shipper and/or the
purchasing Independent Marketing Agent at the time the shipment leaves the Company’s distribution center. An
Independent Marketing Agent who signs a delivery release with a carrier, authorizing the carrier to deliver an order
without a signature, agrees to release Transcend Marketing International, Inc. from responsibility for such delivery.

11.5 Confirmation of Orders

Upon receipt of an order, Independent Marketing Agents should immediately inspect shipments to determine whether
orders are in good condition. Failure to notify Transcend Marketing International, Inc. of any shipping discrepancy or
damage within thirty (30) days of shipment will cancel a Marketing Agent’s right to request a correction.

11.6 Damaged Goods

If a shipment arrives in a damaged condition, the Independent Marketing Agent should follow the steps as directed on
the Independent Marketing Agent Damaged Goods Report.

11.7 Product, Services and Sales Aides Changes

The Company shall be entitled to change product, services and sales aide prices and to alter or amend availability at
any time and without notice, at its sole and exclusive discretion.

20
 SECTION 12 - PAYMENT AND SHIPPING
12.1 Methods of Payment & Bank Drafts or Personal Checks
All forms and authorizations must be accompanied by the Independent Marketing Agent’s signature or their electronic
acceptance and/or authorization. Make bank drafts or personal checks payable to TMII for the full amount of your
order, including applicable sales tax and shipping and handling charges

12.2 Insufficient Funds

It is the responsibility of each Marketing Agent to ensure that there are sufficient funds or credit available in his or her
account on any orders placed by the Marketing Agent, including any monthly or recurring Autoship Order. TMII is not
obligated to contact the Marketing Agent in regard to orders canceled due to insufficient funds or credit. This may
potentially result in a Marketing Agent’s failure to meet his or her Personal Sales Volume requirements for the month.

12.3 Returned Checks or Bank Drafts

Upon the receipt of any check or bank draft returned unpaid to TMII may immediately suspend payment privileges by
personal check or bank draft or the Company may require money orders or cashier’s check on future orders. Upon
receipt of a returned check or bank draft, a $25.00 returned check or bank draft fee will be charged to the Marketing
Agent. Any outstanding balance owed to TMII by a Marketing Agent for non-sufficient funds and returned check fees
will be withheld from subsequent bonus and commission checks.

12.4 Restrictions on Third party Use of Checking Account Access

Marketing Agents shall not permit other Marketing Agents to debit their checking accounts, to enroll or to make
purchases from the Company.

12.5 Shipping/Processing and Handling Charges

TMII charges shipping/processing and handling fees on all orders, unless otherwise stated, which may be changed from
time to time at TMII’s sole discretion.

21
SECTION 13 - INACTIVITY AND CANCELLATION OF DISTRIBUTORSHIP

13.1 Effect of Cancellation

Following a Marketing Agents’s non-renewal of his or her Marketing Agent Agreement, cancellation for inactivity, or
voluntary or involuntary cancellation of his or her Marketing Agent Agreement (all of these methods are collectively
referred to as cancellation), the former Marketing Agent shall have no right, title, claim or interest to the Marketing
Organization which he or she operated, or any commission or bonus from the sales generated by the Marketing
Organization. Following a Marketing Agent’s cancellation of his or her Marketing Agent Agreement, the former
Marketing Agent shall not hold himself or herself out as a TMII Marketing Agent and shall not have the right to sell
TMII products or services. The former IMA also waives all rights, including but not limited to property rights, to his or
her former downline organization (all Systems) and all claims to remuneration relating to sales made by or through
such downline organizations. A Marketing Agent whose Marketing Agent Agreement is canceled shall receive
commissions and bonuses only for the last full pay period he or she worked prior to cancellation (less any amounts
withheld during an investigation preceding an involuntary cancellation).

13.2 Involuntary Cancellation

A Marketing Agent’s violation of any of the terms of the Agreement, including any amendments that may be made
from time to time by TMII in its sole discretion, may result in the involuntary cancellation of his or her Marketing
Agent Agreement. Cancellation shall be effective on the date on which written notice is mailed to the Marketing
Agent’s last known address, or when the Marketing Agent receives actual notice of cancellation, whichever occurs
first.

13.3 Voluntary Cancellation

A Marketing Agent may voluntarily cancel his or her Marketing Agent Agreement at any time and for any reason by
providing written notice to TMII indicating his or her desire to discontinue his or her TMII business. The written notice
must include the Marketing Agent’s signature, printed name, address and TMII Marketing Agent Number.

13.4 Non-Renewal
An IMA’s failure to renew his or her Agreement within the appropriate time frame shall constitute a voluntarily
cancellation of his or her Independent Marketing Agent Agreement.

22
 SECTION 14 – DISTRIBUTOR SERVICES
14.1 In General
Each Independent Marketing Agent must immediately notify TMII Customer Service of all changes to the information
contained on the IMA’s Application and Agreement. IMA’s may modify their existing Agreement by submitting a
written request and appropriate supporting documentation to Customer Service.

14.2 Change of Address or Telephone

To ensure timely delivery of products and commission checks, it is critically important that TMII’s files are current.
Street addresses are required for shipping since most shipping agencies cannot deliver to a post office box. Marketing
Agents planning to move should send their new address and telephone number to TMII’s Customer Service by either
mailing it or E-mailing it to the Corporate Office. In order to guarantee proper delivery, two weeks advance notice must
be provided to TMII on all changes. Special Note: If you are presently on the AutoShip program, you must submit a
new AutoShip Agreement. If more than one change of address notices or AutoShip Agreement has been submitted to
TMII, the most recent one will supersede previous notices or Agreements. Please allow thirty (30) days after the receipt
of the notice or Agreement by TMII for processing.

14.3 Request of Records

Any request from a Marketing Agent for copies of Invoices, Applications, Downline Activity Reports, or other records
will require a fee of $1.00 per page per copy. These fees cover the expense of mailing and the time required to research
files and make copies of the records.

14.4 Errors or Questions

In the event an Independent Marketing Agent has questions about or believes that any errors have been made regarding
commissions, bonuses, Downline Genealogy Reports, orders, or charges, the Independent Marketing Agent must notify
TMII within thirty (30) days of the date of the purported error or incident in question. TMII will not be responsible for
any error, omission, or problem not reported within thirty (30) days.

14.5 Resolving Problems and Answering Questions

If you have any questions or problems regarding shipments, orders, commissions and bonuses or other questions
regarding your TMII business, please call, write, or email the Customer Service Department.

23
 SECTION 16 – DEFINITION OF TERMS
“Agreement” – The contract between the Company and each Independent Marketing Agent includes the Application,
Terms and Conditions and Policies and Procedures, all in their current form and as amended by the Company, from
time to time and in its sole and absolute discretion. These documents are collectively referred to as the “Agreement”.

“Commission Tracking Center” – Sales are tracked and commissions are paid through the Commission Tracking
Centers or CTCs. Each of the three CTCs will track sales individually and can pay commissions separately or
simultaneously.

“Company” – The term “Company” as it is used throughout the Agreement means Transcend Marketing International,
Inc.

“Compensation Plan” or “Marketing Plan” – the plan as described in Addendum A – Compensation Plan.

“Cancel” or “Cancellation” – The termination of an Agreement and the deactivation of any Commission Tracking
Centers related thereto. Cancellation may be either voluntary, involuntary, or through non-renewal.

“Customer” – An individual who purchases products or services through the MadeBig website.

“Downline” – The group of Independent Marketing Agents on whose sales a particular Marketing Agents earns a
commission or bonus.

“Independent Marketing Agent” or “IMA” or “Marketing Agent” - An individual who has executed an
Independent Marketing Agent Application and Agreement which has been accepted by TMII.

“MadeBig.com” – A company which provides services and/or products to the Company.

“Merchant” – Retail sellers of goods and services available by links from MadeBig.

“Official Company Material” – Publications, sales tools and other materials developed, printed, published and made
available by the Company to Marketing Agents.

“Personal Sales Volume” – The amount of purchases that a Marketing Agent makes directly with the Company and
sales made by their MadeBig Customers.

“Personally Sponsored Organization (Personal Network)” – The collective group of Marketing Agents that have
been Sponsored by a particular Marketing Agent or by Marketing Agents that have been Sponsored by your Personally
Sponsored Marketing Agents and so on.

“Personal Network Activity Report” – A confidential and proprietary report generated by the Company that provides
critical data relating to the identities of Marketing Agents, sales information and enrollment activity of each Marketing
Agents Marketing Organization. This report contains confidential and trade secret information which information is
proprietary to the Company.

“Recruit” or “Recruiting” – The term “recruit” or some variation thereof, refers to actual or attempted solicitation,
enrollment, encouragement, or effort to influence in any other way, either directly or through a third part, another
Marketing Agent to enroll or participate in another network marketing company, or direct sales organization. This
conduct constitutes “recruiting”, even if the Marketing Agents actions are in response to an inquiry made by another
Marketing Agent.

“Marketing Agent” – An individual who has executed an Independent Marketing Agent Application and Agreement
which has been accepted by TMII.

“Sponsor” – A Marketing Agent whose recruiting efforts result in another Marketing Agent joining the Company, and
is listed as the Sponsor on the prospective Member’s Application. Such recruiting efforts and the training and
supervision of Marketing Agents are called “Sponsoring”.

“Upline” – A term that is used to refer to the particular Marketing Agent that Sponsored a Marketing Agent.

24
 Addendum A – Compensation Plan

A1. Adherence to the TMII Compensation Plan

Marketing Agents must adhere to the terms of the Compensation Plan as set forth in this Addendum A1. Marketing
Agents shall not offer participation in the Company through, or in combination with, any other system, program, or
method of marketing other than that specifically stated on Official Company Material. Marketing Agents shall not
require or encourage other current or prospective Marketing Agents to execute any agreement, contract, other than
those provided in the Official Company Material, in order to become a Marketing Agent. Similarly, Marketing Agents
shall not require or encourage other current or prospective Marketing Agents to make any purchase from, or payment
to, any individual or entity as a prerequisite to participation in the Compensation Plan, other than those purchases and
payments identified as recommended or required in Official Company Material; including, but not limited to, the
Policies and Procedures, and the Compensation Plan.

A2. Provisions of the TMII Compensation Plan

The Compensation Plan, consisting of four bonus programs, governs payments by the Company to TMII Marketing
Agents.

A3. Third Parties

TMII has contracted with independent third parties to track all purchases of products and services, activities and uses of
services made available through TMII utilizing an IMA Number. TMII’s commitment is reliant upon the ability of the
third parties to fulfill their obligations in this regard and will perform its best effort to ensure that it is performed and
fulfilled. It can take up to six (6) months to receive those reports.

A4. Sales Quota System

A4.1 The Sales Quota System (SQS) is a point system. Each Marketing Agent will have three (3) Commission
Tracking Centers or CTC’s. They are referred to as CTC 1, CTC 2 and CTC 3. Each CTC has a Right Side and a Left
Side.

A4.2 Sales Quota System Points

SQS products and services are represented in Points. Each commissionable product or service will have Points
associated with their purchase or use. In the Sales Quota System, you accumulate Points for the commissionable
products and services that you and your Marketing Organization purchase or use.

A4.3 CTC Activation

TMII pays commission on sales made. In order to be eligible to receive commissions, your CTC’s must be Activated.
A CTC is Activated when you purchase products or services from TMII and the Points associated with those purchases
equal or exceed 1,000 points. Once a CTC is Activated, it is Activated for life.

A4.4 Commission on Points

Under the Sales Quota System, TMII will pay commissions of up to $50 per cycle, see Section A4.5. A cycle is six
thousand points (6,000). The payment of commission is subject to the Points meeting the One-Third Rule, as described
in Section A4.6.

A4.5 Cycle Amount Determination

The cycle amount can vary on a daily basis and is derived from the total amount of points entered into the Sales Quota
System Company wide; multiplied by a set factor, which is then divided by the total amount of cycles earned by all
IMA’s. This determines the cycle amount for that day.

A4.6 One-Third Rule

The One-Third Rule requires that at least one-third of the Points generating a commission check, one-third of 6,000 or
at least 2,000 Points, must be generated from either side of your CTC.

A4.7 Sales Quota System – Daily Commission

The Sales Quota System Commissions are calculated seven days a week. The daily Sales Quota System begins at
12:01 a.m. and ends at 12:00 a.m. (midnight) Central Standard Time. The maximum daily commission paid to a
Marketing Agent is $1,000 per CTC, per day.

A4.8 Sales Quota System – Point Accumulation from Sales

There is no time limit on when you have to accumulate enough Points to earn a commission check. Until the maximum
daily Points amount is earned (6,000 Points with 1/3 Rule met), the Points will continue to accumulate.

25
A4.9 Commissionable Products and Services
TMII offers products and services that have SQS Points associated with their purchase or use. The Point Value
assigned to a product is not equal to the purchase price of the product or service. The Company reserves the right to
change the Point Value of the Commissionable Products and Services.

A4.10 Sales Quota System Commission Checks

SQS commission checks are mailed 7 days from the day earned (business day). There is a $1 processing fee on all
Daily Checks.

A5 Direct Commissions
The Direct Commission program allows a Marketing Agent to earn from every eBusiness Solution License they
personally sell. A Marketing Agent will earn a $200 Direct Commission for the sell of an eBusiness Solution Premium
License. A Marketing Agent will earn a $50 Direct Commission for the sell of an eBusiness Solution Standard License
and a $100 Direct Commission for the sell of an Upgrade.

A5.1 Direct Commission Checks

Direct Commission checks are mailed 7 days from the day earned (business day) and is printed with your Sales Quota
System commission check. There is a $1 processing fee on all Daily Checks.

A6 Matching Bonus Program

The Matching Bonus Program is an extension of the SQS commission program. The Matching Bonus Program allows
a Marketing Agent to earn 10% of the SQS earnings of everyone that the Marketing Agent Personally Sponsors.

A6.1 Matching Bonus – 10% Commissions

Qualified Marketing Agents will earn 10% of the SQS earnings of all Marketing Agents they Personally Sponsor. In
order to qualify for Matching Bonus you must be enrolled in the TMII Autoship Program.

A6.2 Matching Bonus Commission Checks

The Matching Bonus checks are calculated once on the 15th of every month for the previous month’s Matching Bonus.
The SQS earnings within the previous month is used to calculate the amount of the Matching Bonus.

A7 Sales Volume System Commission

The Sales Volume System (SVS) Compensation is a monthly program based upon the amount of Sales Volume (SV) of
your Personally Sponsored Organization. There are five (5) classifications in the Sales Volume System Commission
program, Copper, Bronze, Silver, Gold and Platinum.

A7.1 Personal Sales Volume (SV)

Personal Sales Volume or SV consists of any product or service that is made using your IMA Number that have SV
associated with them. Each product and/or service has an assigned SV value to it. When purchased or used, the SV is
credited to your IMA Number and is used to determine your Sales Volume System commission qualification levels.

A7.2 Sales Volume System Levels

Sales Volume Commission allows you to receive commission on the SV of your Personally Sponsored Organization.
Your own SV is considered Level 1. The Marketing Agents you Personally Sponsor are your Level 2. The Marketing
Agents that your Level 2 Marketing Agents Personally Sponsor are considered your Level 3. This process continues
throughout your Personally Sponsored Organization in determining the Levels.

A7.3 IMA Rebates

IMA Rebates are generated by transactions on the MadeBig Discount Shopping Site by MadeBig members. Depending
on which eBusiness Solution License Pack an IMA has is what will determine which IMA Rebates they qualify for.
IMA Rebates are always paid 50% Cash and 50% Sale Volume. The 50% Cash and 50% SV is credited to the IMA’s
account for the month the rebate is paid.

A7.4 SVS Copper

Qualifying for Sales Volume Commissions at the Copper level allows you to get paid on three (3) levels of your
Personally Sponsored Organization. If qualified, you will receive 5% of the total SV earned at your Level 1, Level 2
and Level 3 respectively. In order to qualify, you must have $50 SV or be enrolled in the TMII Autoship Program.

26
A7.5 SVS Bronze
Qualifying for Sales Volume Commissions at the Bronze level allows you to get paid on five (5) levels of your
Personally Sponsored Organization. If qualified, you will receive 5% of the total SV earned at your Level 1, Level 2,
Level 3, Level 4 and Level 5 respectively. In order to qualify, you must have $75 SV.

A7.6 SVS Silver

Qualifying for Sales Volume Commissions at the Silver level allows you to get paid on six (6) levels of your Personally
Sponsored Organization. If qualified, you will receive 5% of the total SV earned at your Level 1, Level 2, Level 3,
Level 4, Level 5 and Level 6 respectively. In order to qualify, you must have $150 PV and you must have two
Personally Sponsored Marketing Agents that qualified as Bronze in the same month as you are qualifying for Silver.

A7.7 SVS Gold

Qualifying for Sales Volume Commissions at the Gold level allows you to get paid on seven (7) levels of your
Personally Sponsored Organization. If qualified, you will receive 5% of the total SV earned at your Level 1, Level 2,
Level 3, Level 4, Level 5, Level 6 and Level 7 respectively. In order to qualify, you must have $200 SV and you must
have three Personally Sponsored Marketing Agents that qualified as Silver in the same month as you are qualifying for
Gold.

A7.8 SVS Platinum – Leadership Infinity Bonus

Qualifying for Sales Volume Commissions at the Platinum or Leadership Infinity Bonus level allows you to get paid on
through all levels of your Personally Sponsored Organization. If qualified, you will receive 5 on Levels 1 through
Level 7. In addition, you will receive 3% of the SV in your Personally Sponsored Organization at Level 8 and more
and is combined to create the Infinity Bonus Level. You will receive the 3% Infinity Bonus up to 5 qualified Platinum
Marketing Agents. In order to qualify, you must have $300 SV and you must have four (4) Personally Sponsored
Marketing Agents that qualified as Gold in the same month as you are qualifying for Platinum.

A7.9 Unqualified Sales Volume

When an IMA does not qualify (Copper-Bronze-Silver-Gold or Platinum) their Sales Volume turns to Group Sales
Volume (GSV) and compresses up to the next qualified IMA.

A7.10 Sales Volume Commission Checks

The Sales Volume checks are calculated once on the 15th of every month for the previous month’s Sales Volume.

A8 Monthly Bonus Checks

Cash from IMA Rebates, Matching Bonus and Sale Volume System earnings must total at least $150 before a check is
printed and mailed. All earnings are carried forward until you reach the threshold. All Monthly Bonus Checks are
mailed within 7 business days from the 15th of each month.

27