Private Placement Memorandum

Memorandum No.________________
Name of Recipient: ____________________

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

2,000,000 Class A Units
Desert Health Worldwide, LLC
A Arizona Limited Liability Company Class A Units

Desert Health Worldwide, LLC, is a Arizona Limited Liability Company qualified to do business in California (the “Company”). The
Company has been organized to develop, market, manufacture and sell Health and Wellness Products in the United States and worldwide
principally by: (i) developing through new patented technology and licensing new and existing Health and Wellness Products for the
wellness and betterment of people and animal husbandry; (ii) new patents and licensing agreements; (iii) marketing and promoting such;
and (iv) selling products through multiple mediums, at prices and on terms that will enable the Company to generate profits that will
represent favorable returns on the amounts that the Company has invested. It is the Company’s objective to develop, produce, market and
patent natural Health and Wellness Products entirely with the net proceeds of this Offering and the Company has no present plans to borrow
funds to fund any of the products. See “BUSINESS OF THE COMPANY” and “INVESTMENT OBJECTIVES” at pages 15 and 19,
respectively, of this Memorandum.

AN INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK AND IS HIGHLY SPECULATIVE.
Among other things, (1) there is no assurance that the Company will be able to get enough natural product to convert to feedstock, contracts,
enough equipment for manufacturing, sales at the prices currently expected; (2) even if the Company succeeds in making such numbers of
products, it may take significantly longer than anticipated in order to be able to sell them at a profit, during which period the Company would
have cash flow from operations, and (3) there is no assurance that the Company will not incur losses on promotion and distribution,
particularly if the economy continues to fall during the next 3-5 years and further into the future. Additionally, no market exists for the Units
and none is expected to develop. Accordingly, investors may not be able to liquidate their investment in the Units in the event of an
emergency or for any other reason. In making an investment decision, investors must rely on their own examination of the merits and
risks of an investment in the Company. See “Risk Factors” beginning on Page 5.

We are offering for sale, on the terms and subject to the conditions set forth in this Confidential Private Placement Memorandum (the
“Memorandum”), a minimum of 250,000 and up to a maximum of 2,000,000 Units of Class A Units Interest in the Company (“Units”), to a
select number of investors who are accredited, as such term is defined in Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”) and meet the other suitability requirements for this Offering, at a price of $1.00 per Unit (the “Offering”). The minimum
purchase will be ten thousand (10,000) Units for a price of $10,000. However, the Company may, in its sole discretion, accept
subscriptions for a lesser number of Units. See “THE OFFERING” beginning on Page 10 of this Memorandum.

The sale of the Class A Units in this Offering is subject to our receipt and acceptance of subscriptions for at least 250,000 Class A Units,
resulting in gross proceeds to us of $250,000. Pending the sale of those 250,000 Class A Units, subscription funds received from investors will
be deposited in an interest-bearing trust account at Wells Fargo Bank of California (the “Trust Agent”). The Offering will be terminated and all
funds received will be returned to investors, together with any interest accrued thereon, if we have not sold at least 250,000 Class A Units by
June 30, 2011 (the “Minimum Subscription Deadline”). However, the Company reserves the right, in its sole discretion, to extend the
Minimum Subscription Deadline, on one or more occasions, to December 31, 2011 or to terminate the Offering at any time, including prior to
Minimum Subscription Deadline, in each case without notice. See “THE OFFERING”.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Units or
determined if this Memorandum is not truthful or complete, nor is it intended that they will. Any representation to the contrary is a
criminal offense.
Proceeds
Offering Price Finders’ Fees (1) to the Company(2)

Per Share ......................................................... $ 1.00 $ 0 $ 1.00

Minimum – 250,000 Class A Units ................... . $ 250,000 $ 15,000 $ 235,000
Maximum – 2,000,000 Class A Units ............... . $ 2,000,000 $ 120,000 $ 1,880,000

(Footnotes to Table follow on next page.)

The date of this Private Placement Memorandum is October 10, 2010.

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(1) The Class A Units are being offered on a best efforts basis by the Company, for which the Company will not receive any commissions
or other compensation, but will be reimbursed for its out-of-pocket expenses in offering and selling the Units. The Company also may
engage a limited number of persons, as finders, to introduce to the Company prospective investors with whom the finders have pre-
existing relationships, for which the finders will receive finders’ fees of up to 6% of the gross proceeds resulting from the sale of Class
A Units to those prospective investors.

(2) Before deducting other expenses of the Offering, including legal, accounting, printing, sweat equity and other fees, payable by the
Company, estimated at $100,000. See “Compensation to be Paid to the Company and its Affiliates.”

IMPORTANT NOTICES

This Memorandum has been prepared for informational purposes only in order to assist the prospective
investor named on the Cover Page of this Memorandum in evaluating a possible investment in Desert Health
Worldwide, LLC. By accepting delivery of this Memorandum, you agree: (a) to keep strictly confidential the contents of
this Memorandum and to not disclose the same to any other persons (other than your professional advisors) or otherwise
make use of the Memorandum or any of its contents for any purpose other than to evaluate a possible purchase of
the Class A Units offered hereby; (b) not to make copies of or distribute this Memorandum to any person, other
than your professional advisors; and (c) to return this Memorandum to us if (i) you decide not to subscribe to
purchase any of the Class A Units, (ii) your subscription for the purchase of Class A Units is rejected in its entirety
or (iii) this Offering is terminated or withdrawn prior to acceptance of your subscription to purchase Class A Units.

This Memorandum constitutes an offer only to the prospective investor whose name appears in the
appropriate space on the Cover Page of this Memorandum and to whom this Memorandum is being given and does
not constitute an offer to sell to or a solicitation of an offer to buy from anyone in any state or other jurisdiction in
which such offer or solicitation is not authorized, or to any person to whom it is unlawful to make such an offer or
solicitation. We reserve the right, in our sole discretion and for any reason whatsoever, to modify, amend and/or
withdraw all or a portion of this Offering and/or accept or reject in whole or in part any subscription for the
purchase of any of the Class A Units received from any prospective investor or to allot to any prospective investor
less than the number of the Class A Units which such investor has subscribed to purchase. We shall have no liability
whatsoever to any prospective investor in the event that any of the foregoing shall occur.

We make no express or implied representation or warranty as to the completeness of this Memorandum or

the information contained herein, or, in the case of any projections that might be included in this Memorandum or
as a supplement thereto, as to their attainability or with respect to the accuracy or completeness of the assumptions on
which those projections are based, and it is expected that each prospective investor will pursue its own
independent investigation. It must be recognized that if any projections are contained in or in a supplement to this
Memorandum, those projections are subject to a high degree of uncertainty and the Company’s actual results may
vary materially from those contained in any such projections.

Statements in this Memorandum are made as of the date set forth at the bottom of the Cover Page. Neither
the delivery of this Memorandum nor any sale of the Class A Units to any investor shall create, under any
circumstance, any implication that there has been no change, since that date, in the affairs of the Company or in the
information contained in this Memorandum.

No person has been authorized in connection with the offer or sale of the Class A Units to give any
information or to make any representation not contained in this Memorandum and, if given or made, such
information or representation must not be relied upon and should be disregarded. Prospective investors should not
rely upon information not contained in this Memorandum unless it is provided in writing specifically to the investor
by the Company.

Certain provisions of various agreements are summarized in this Memorandum, but prospective investors
should not assume that the summaries are complete. Such summaries are qualified in their entirety by reference to
the texts of the original documents, copies of which are either attached to this Memorandum or will be made
available to prospective investors upon request.

Prospective investors should not construe the contents of this Memorandum or any communications from or
with the Company, its Manager or any officer, employee, or consultant or service provider to the Company or the

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 Manager, as legal or professional tax advice. Prospective investors should consult their own counsel, accountants or
business advisers, respectively, as to legal, tax and other matters concerning a purchase of Class A Units in this
Offering.

We will make available to any prospective investor, prior to the completion of the sale of any Class A Units to
such investor, the opportunity to ask questions of and to receive answers from our representatives concerning the
Company and its proposed business, and the terms and conditions of this Offering and to obtain any additional
relevant information to the extent we possesses such information or can obtain it without unreasonable effort or
expense.

The Class A Units should be purchased only for investment. No market exists for the Class A Units nor is it
anticipated that any such market will develop. The Units may not be transferred or sold except as permitted under
the Securities Act and applicable state securities laws, pursuant to registration and/or qualification or exemption there
from. In addition, the Class A Units are subject to numerous restrictions on transferability. As a result, you should
assume that you will be required to bear the financial risks of this investment for an indefinite period of time.

In order to purchase Class A Units, it will be necessary for you to complete, execute and deliver the
following documents (the “Subscription Documents”) to the Company:

 An Amendment to the Company’s Operating Agreement (a copy of which is attached as Exhibit A to this
Memorandum and is subject to approval of the Company’s existing Members).

 A Subscription Agreement (a copy of which is attached as Exhibit B to this Memorandum).

 An Investor Agreement and Questionnaire (a copy of which is attached as Exhibit C to this Memorandum).

 An IRS Form W-9 (a copy of which is attached as Exhibit D to this Memorandum).

 Payment of the Subscription Price of the Class A Units you are subscribing to purchase.

Instructions for the completion of these documents and for payment of the Subscription Price of the Class A Units you
are subscribing to purchase is set forth on Page 13 of this Memorandum under the caption “THE OFFERING – How to
Subscribe”. If you have any questions regarding the subscription instructions, you may call Johnny Shannon at
(480) 319-4940.

Prospective investors who subscribe for the purchase of Class A Units thereafter should deliver their
completed and signed Subscription Documents and the purchase price for the Class A Units the investor is
subscribing to purchase directly to the Company. Those investors will become Members of the Company upon
acceptance of their subscriptions, in whole or in part and the subscription funds for the purchase of the Class A
Units for which such subscriptions are accepted will be invested directly in the Company.

In the event that a subscription is accepted only in part, or rejected in its entirety, the Subscriber’s funds
for the purchase of the Class A Units as to which the Subscriber’s subscription was rejected will be return to him or
her promptly thereafter together with any interest that may have accrued thereon if and while those funds were in
the Trust Account.

However, if at least 250,000 Units have not been sold by the Minimum Subscription Deadline of June 30, 2011
(which date may be extended by the Company with or without notice), this Offering will terminate and all subscription
funds that have been received from prospective investors will be promptly returned to them, together with any
interest accrued on their subscription funds while in the Trust Account.

NO GENERAL SOLICITATION WILL BE CONDUCTED AND NO OFFERING LITERATURE OR

ADVERTISING IN ANY FORM WILL OR MAY BE EMPLOYED IN THE OFFERING OF THESE INTERESTS
IN THE COMPANY, EXCEPT FOR THIS MEMORANDUM (INCLUDING THE EXHIBITS HERETO AND
DOCUMENTS SUMMARIZED HEREIN OR ENCLOSED HEREWITH). NO PERSON IS AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS

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MEMORANDUM OR IN THE EXHIBITS HERETO OR THE DOCUMENTS SUMMARIZED HEREIN OR
ENCLOSED HEREWITH AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON.
STATE SECURITIES NOTICES

NOTICE TO CALIFORNIA RESIDENTS:

THESE SECURITIES MAY ONLY BE SOLD TO INVESTORS, EACH OF WHOM CAN REPRESENT THAT HE HAS A
PRE-EXISTING PERSONAL OR BUSINESS RELATIONSHIP WITH THE COMPANY OR ITS MANAGER, OR ANY
OF THE MANAGER’S OFFICERS, DIRECTORS OR CONTROLLING PERSONS, OR HAS, THROUGH HIMSELF
OR THROUGH HIS UNAFFILIATED PROFESSIONAL ADVISER, THE BUSINESS OR FINANCIAL EXPERIENCE TO
PROTECT HIS STOCK IN CONNECTION WITH HIS SUBSCRIPTION TO THE STOCK. IT IS UNLAWFUL TO
CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN, OR TO RECEIVE
ANY CONSIDERATION THEREFORE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE
CALIFORNIA CORPORATIONS CODE BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER
RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE CALIFORNIA
CORPORATIONS CODE, IF SUCH REGISTRATION IS REQUIRED.
NOTICE TO COLORADO RESIDENTS

THE FACT THAT THE SECURITIES SUBJECT TO THIS SUBSCRIPTION ARE BEING OFFERED BY MEANS OF
AN EXEMPTION FROM REGISTRATION DOES NOT MEAN THAT THE COLORADO SECURITIES
COMMISSIONER HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATION OF OR WHEN
APPROVAL TO, THE SECURITIES BEING OFFERED HEREBY ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

NOTICE TO CONNECTICUT RESIDENTS

THE UNITS OF SHREHOLDERS INTEREST REFERRED TO IN THIS MEMORANDUM WILL BE SOLD TO AND
ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 36-5OO-22(b)(S)(A) OF THE
CONNECTICUT UNIFORM SECURITIES ACT. THE STOCK HAVE NOT BEEN REGISTERED UNDER SAID ACT
IN THE STATE OF CONNECTICUT. THE STOCK CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A
TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF
THE STATE OF CONNECTICUT NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

NOTICE TO FLORIDA RESIDENTS

THE UNITS OF MEMBERS INTEREST REFERRED TO IN THIS MEMORANDUM WILL BE SOLD TO, AND
ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA
SECURITIES ACT. THIS OFFERING HAS NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF
FLORIDA. ANY SALE OF THE MEMBERSHIP UNITS IN FLORIDA SHALL BE VOIDABLE AT THE OPTION OF
THE PURCHASER EITHER WITHIN THREE (3) DAYS AFTER THE TENDER OF CONSIDERATION IS MADE TO
THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT, OR WITHIN THREE (3) DAYS AFTER THE
AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH FLORIDA PURCHASER, WHICHEVER
OCCURS LATER.

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 NOTICE TO GEORGIA RESIDENTS
THESE SECURITIES HAVE NOT BEEN ISSUED OR SOLD IN GEORGIA IN RELIANCE ON THE UNIFORM LIMITED
OFFERING EXEMPTION PROMULGATED UNDER THE GEORGIA SECURITIES ACT OF 1973, AS AMENDED, AND
MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE GEORGIA
ACT OR PURSUANT TO AN ELECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR PURSUANT TO AN
ELECTIVE REGISTRATION UNDER SUCH ACT.

NOTICE TO INDIANA RESIDENTS

THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
SECTION 23-2-1-2 OF THE INDIANA CODE. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED
WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
FEDERAL AND STATE SECURITIES LAW OR APPLICABLE EXEMPTIONS THEREFROM. ANY NON-
ACCREDITED INVESTOR IN THE STATE OF INDIANA MUST HAVE A GROSS INCOME OF $30,000 AND A
NET WORTH OF $30,000, OR A NET WORTH OF $75,000. NET WORTH IS TO BE CALCULATED EXCLUSIVE
OF HOME, HOME FURNISHINGS AND AUTOMOBILE.

NOTICE TO MARYLAND RESIDENTS

THE SECURITIES REPRESENTED IN THIS MEMORANDUM OR SUBSCRIPTION DOCUMENTS ARE BEING

SOLD PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED
WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTION THEREFROM.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE MARYLAND SECURITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO
THE LIMITED AVAILABILITY OF THIS OFFERING. THESE SECURITIES CANNOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUBSEQUENTLY REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF THIS STATE, IF SUCH
REGISTRATION IS REQUIRED, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF
SECURITIES OF THE STATE OF MARYLAND NOR HAS THE COMMISSIONER OF SECURITIES OF THE STATE
OF MARYLAND PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR OTHER DOCUMENT) HAVE BEEN ISSUED
PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF
FEDERAL AND STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL
AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

NOTICE TO MICHIGAN RESIDENTS

THE SECURITIES REFERRED TO IN THIS MEMORANDUM WILL BE SOLD TO AND ACQUIRED BY THE
HOLDER IN A TRANSACTION EXEMPT UNDER SECTION 451.801(B)(9) OF THE MICHIGAN UNIFORM
SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION
WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT. THE MICHIGAN SECURITIES ACT PROVIDES THAT THIS PRIVATE PLACEMENT
MEMORANDUM MUST BE PROVIDED TO PROSPECTIVE PURCHASERS AT LEAST FORTY-EIGHT (48)
HOURS PRIOR TO ANY SALE OF THE SECURITIES OFFERED HEREBY

IN ADDITION TO THE SUITABILITY STANDARDS SET FORTH IN THIS MEMORANDUM, THE PURCHASE
PRICE OF THE SECURITIES ACQUIRED BY A NON-ACCREDITED INVESTOR RESIDING IN THE STATE OF
MICHIGAN MAY NOT EXCEED TEN PERCENT (10%) OF THE INVESTOR’S NET WORTH, EXCLUDING
PRINCIPAL RESIDENCE, HOUSEHOLD FURNISHINGS AND PERSONAL AUTOMOBILES, WITHOUT REGARD
TO THIS INVESTMENT.

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NOTICE TO NEW YORK RESIDENTS
THIS PRIVATE OFFERING MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL
PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

THE PROCEEDS OF THE OFFERING WILL BE RECEIVED AND HELD IN TRUST BY THE COMPANY FOR THE
BENEFIT OF THE INVESTORS AND WILL BE RETAINED IN TRUST AFTER CLOSING TO BE USED ONLY FOR
THE PURPOSES SET FORTH IN THIS PRIVATE OFFERING MEMORANDUM.

THIS PRIVATE OFFERING MEMORANDUM DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING. IT CONTAINS A FAIR
SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.

NOTICE TO NORTH CAROLINA RESIDENTS

THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE NORTH
CAROLINA SECURITIES ACT. THE NORTH CAROLINA SECURITIES ADMINISTRATOR NEITHER
RECOMMENDS NOR ENDORSES THE PURCHASE OF ANY SECURITY, NOR HAS THE ADMINISTRATOR
PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION PROVIDED HEREIN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IN ADDITION TO THE SUITABILITY
STANDARDS SET FORTH IN THIS MEMORANDUM, THE PURCHASE PRICE OF THE INTEREST ACQUIRED
BY A NON-ACCREDITED INVESTOR RESIDING IN THE STATE OF NORTH CAROLINA MAY NOT EXCEED
TEN PERCENT (10%) OF THE INVESTOR'S NET WORTH EXCLUSIVE OF PRINCIPAL RESIDENCE,
HOUSEHOLD FURNISHINGS AND PERSONAL AUTOMOBILES, WITHOUT REGARD TO THIS INVESTMENT.

INVESTORS MUST ALSO MEET ONE OF THE FOLLOWING STANDARDS: (1) NET WORTH OF AT LEAST
$225,000 EXCLUSIVE OF PRINCIPAL RESIDENCE, MORTGAGE THEREON, HOUSEHOLD FURNISHINGS AND
PERSONAL AUTOMOBILES OR (2) NET WORTH OF AT LEAST $60,000 EXCLUSIVE OF PRINCIPAL
RESIDENCE, MORTGAGE THEREON, HOUSEHOLD FURNISHINGS AND PERSONAL AUTOMOBILES
TOGETHER WITH TAXABLE INCOME DURING THE LAST TAXABLE YEAR OF AT LEAST $60,000, IN EACH
CASE WITHOUT REGARD TO THIS INVESTMENT.

IN ALL SALES TO FIDUCIARY ACCOUNTS, THE INVESTOR SUITABILITY STANDARDS SHALL BE MET BY
THE FIDUCIARY, OR THE FIDUCIARY ACCOUNT, OR BY THE DONOR WHO DIRECTLY OR INDIRECTLY
SUPPLIES THE FUNDS TO PURCHASE THESE SECURITIES.

NOTICE TO OKLAHOMA RESIDENTS

THESE SECURITIES ARE OFFERED FOR SALE IN THE STATE OF OKLAHOMA PURSUANT TO AN
EXEMPTION FROM REGISTRATION FOR PRIVATE OFFERINGS. ALTHOUGH A PRIOR FILING OF THIS
DOCUMENT AND OTHER INFORMATION HAS BEEN MADE TO THE OKLAHOMA SECURITIES
COMMISSION, THIS FILING IS PERMISSIVE ONLY AND DOES NOT CONSTITUTE AN APPROVAL,
RECOMMENDATION OR ENDORSEMENT, AND IN NO SENSE IS TO BE REPRESENTED AS AN INDICATION OF
THE INVESTMENT MERIT OF SUCH SECURITIES. ANY SUCH REPRESENTATION IS UNLAWFUL.

NOTICE TO OREGON RESIDENTS ONLY

THE SECURITIES OFFERED HAVE BEEN REGISTERED WITH THE CORPORATION COMMISSIONER OF THE
STATE OF OREGON UNDER PROVISIONS OF OAR 441-65-060 THROUGH 441-65-240. THE INVESTOR IS
ADVISED THAT THE COMMISSIONER HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATION
STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT IS NOT REQUIRED TO
BE FILED WITH THE COMMISSIONER.

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THE INVESTOR MUST RELY ON THE INVESTOR’S OWN EXAMINATION OF THE COMPANY CREATING THE
SECURITIES, AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISK INVOLVED IN
MAKING AN INVESTMENT DECISION ON THESE SECURITIES.

NOTICE TO PENNSYLVANIA RESIDENTS

THE PURCHASER CANNOT SELL THE SECURITIES BEING OFFERED HEREBY WITHIN TWELVE MONTHS
AFTER THE DATE OF PURCHASE UNLESS THE PURCHASER'S SECURITIES ARE SUBSEQUENTLY
REGISTERED UNDER THE PENNSYLVANIA SECURITIES ACT OF 1972 OR UNDER THE SECURITIES ACT OF
1933. PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA SECURITIES ACT OF 1972. EACH
PENNSYLVANIA RESIDENT WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM
REGISTRATION UNDER SECTION 203(d) OF THE 1972 ACT, DIRECTLY FROM ANY ISSUER OR AN
AFFILIATE OF AN ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT
INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER PERSON, WITHIN
TWO (2) BUSINESS DAYS AFTER HE ENTERS INTO A BINDING CONTRACT OF PURCHASE, OR IF THERE IS
NO WRITTEN BINDING CONTRACT OF PURCHASE, WITHIN TWO (2) BUSINESS DAYS AFTER HE MAKES
INITIAL PAYMENT FOR THE SECURITIES OFFERED. TO ACCOMPLISH THIS WITHDRAWAL, A
SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER AT THE ADDRESS SET FORTH IN
THE TEXT OF THIS MEMORANDUM, INDICATING THE INTENTION TO WITHDRAW. SUCH LETTER OR
TELEGRAM SHOULD BE SENT AND POSTED PRIOR TO THE AFOREMENTIONED SECOND BUSINESS DAY IF
A LETTER IS SENT, IT IS PRUDENT TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, IN ORDER TO INSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT
WAS MAILED. IF THE REQUEST IS MADE ORALLY, A WRITTEN CONFIRMATION THAT THE REQUEST HAS
BEEN RECEIVED SHOULD BE REQUESTED.

NOTICE TO SOUTH CAROLINA RESIDENTS

THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE SOUTH
CAROLINA UNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS NOT BEEN FILED WITH THE SOUTH CAROLINA SECURITIES COMMISSIONER.

THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES NOR
DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENT
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

NOTICE TO TEXAS RESIDENTS

THESE SECURITIES HAVE NOT BEEN REGISTERED, APPROVED OR DISAPPROVED BY THE STATE OF
TEXAS NOR HAS THE STATE OF TEXAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IN ADDITION,
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE
SECURITIES INVOLVED HEREIN INVOLVE A HIGH DEGREE OF RISK. THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF TEXAS,
BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE
OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY
PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES ACT OF TEXAS, IF SUCH REGISTRATION IS REQUIRED.

NOTICE TO RESIDENTS OF WASHINGTON

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE ADMINISTRATOR OF SECURITIES OF THE STATE OF WASHINGTON HAS NOT REVIEWED OR
RECOMMENDED THIS OFFERING OR THE SECURITIES DESCRIBED IN THIS PRIVATE PLACEMENT
MEMORANDUM. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
WASHINGTON, CHAPTER 21.20 RCS (THE "WASHINGTON ACT") AND, THEREFORE, CANNOT BE RESOLD

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UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 AND THE WASHINGTON
ACT OR UNLESS AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND THE
WASHINGTON ACT IS AVAILABLE.

CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

(Dated October 10, 2010)
TABLE OF CONTENTS
Page No.
Important Notices 2
State Securities Notices 4
Table of Contents and Note Regarding Forward Looking Statements 8
Summary 9
Risk Factors 12
Forward Looking Statements 14
The Offering 14
Class A Units Being Offered 14
Sales of Class A Units 15
Investor Suitability Standards 15
How to Subscribe 16
Estimated Use Of Proceeds 18
Business of the Company 19
Investment Objectives 23
Fiduciary Responsibility of the Manager 24
Compensation to be Paid to the Manager 25
Conflicts of Interest 26
Management 27
Summary of Federal Income Tax Considerations 33
Summary of Operating Agreement 36
Additional Information 40
Exhibits
Appendix A – An Operating Agreement, Spreadsheet of
Budgets, Business Plan, Other Information

Appendix B – Subscription Agreement

Appendix C – Investor Agreement and Questionnaire
Appendix D – IRS Form W-9

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Memorandum are “forward-looking statements”, which are based on the current
expectations, forecasts, and assumptions of the Management and are subject to various risks and uncertainties that could cause
our actual financial performance to differ materially from those expressed or implied by such forward-looking statements.
Forward-looking statements are sometimes identified by language such as “believes,” “anticipates,” “estimates,”
“expects,” “plans,” “intends,” “projects,” “future” and similar expressions and may also include references to plans,
strategies, objectives, and anticipated future performance as well as other statements that are not strictly historical in nature.

8
 The risks, uncertainties, and other factors that could cause our actual results to differ materially from those expressed or
implied in this Memorandum include, but are not limited to, those noted under the caption “Risk Factors.” Readers are
cautioned not to place undue reliance on forward-looking statements. They reflect opinions, assumptions, and estimates made
only as of the date of this Memorandum, and we undertake no obligation to update or revise any forward- looking
statements in this Memorandum, whether as a result of new information, future events or circumstances, or otherwise.

SUMMARY

Desert Health Worldwide, LLC is bringing to market a proprietary business process, developed to: Showing that Desert
Health Worldwide, LLC is a unique natural health care and wellness products company that is bringing quality natural health care
products to the marketplace that is cost effective and environmentally friendly and safe. The Companies products are strongly
safety conscious and proactive in the market and outperform the vast majority of their competition. The Companies products have
been through extensive lab and field testing, resulting in improvements that have made the Companies products viably competitive
products in the marketplace. Independent national and international third party testing has shown that the Companies products to
be compliant with all current and proposed safety standards throughout the world.

Initially, the Company started as a distributor and then became a producer and marketer of self labeled and private labeled natural
products. Having found strong small niche markets with the Company’s biggest marketing success having identified the major
Health food, Wellness and Animal Husbandry markets, with the tested products found not only safe, but also highly cost effective.

Market leadership in establishing a unique and long-desired product will provide unprecedented opportunities for margins and
growth. The product has been in development and field testing since 1985. Desert Health Worldwide, LLC applied for and
received several U.S. and international patents and trademarks for the Company and are seeking several more which will be
applied for upon funding.

Current Status
The Company is currently manufacturing and distributing products to several small corporate customers and distributors nationally
and internationally, and a growing list of clients worldwide. The Company has realized its first revenues, and all financial and
practical aspects of the model have been proven.

Business Model
Designing and manufacturing products that are exceptional in quality and performance, low in labor, very environmentally
friendly, beneficial to the end user, which is the essential component of any viable and acceptable natural health care company.
Thus, by anyone selecting the products from Desert Health Worldwide, LLC for their natural healthcare needs and animal
husbandry needs has a vital component to its long-term success.

Key Success Factors

Enhanced user experience for Natural Health and Animal Husbandry
Vast end user market
Positive Global Footprint
Unlimited scalability
Strong appeal to small and large natural health and animal husbandry industry’s
Management/Advisors with 80+ years experience in natural health care, bio-chemistry engineering, manufacturing and marketing
arenas
Current economic “green” environment

Exit Strategy: Various options exist:

Continue as ongoing profitable concern
Strategic acquirer in manufacturing and or sales, marketing and distribution of Health Care and Wellness products
Financial acquirer in Private Equity arena
IPO

9
 This Summary does not contain all the information you should consider before subscribing to purchase Units in the
Company. You should carefully read the more detailed information set out in this Memorandum, especially the
risks of investing in the Units that we discuss in the "Risk Factors" Section beginning at Page 5. References in this
Memorandum to "we," "us," "our," and "Company" refer to Desert Health Worldwide, LLC, a Arizona Limited
Liability Company, unless the context indicates otherwise.

Our Company and our Business. The Company has been organized as a limited liability company
under the laws of the State of Arizona and qualified to do business nationally and Internationally to economically
develop, manufacture and distribute Health and Wellness products through a licensed patented technology and to
take advantage of the significant increases, during the past year, in the sales and pricing of Health and Wellness
Products nationally and internationally by:

Investment Objectives. Our investment objectives, criteria and policies are as follows:

 To acquire and or develop only those Health and Wellness Products that we believe, based on their
science and production development and market impact and prices and condition, can be sold and
promoted for amounts well in excess of our investment in those Health and Wellness Products.
 To redeem membership interests of inactive members in the Company not to exceed $2,000,000.
 To pay fees and costs associated with the research and development of patents, licenses and products.
 To set aside approximately 12% of the net proceeds of this Offering for contingency reserves which
would be available to pay for unanticipated or additional costs that we might incur in the event it
takes longer than currently expected to develop the Health and Wellness Products at prices that will
generate profits for the Company.
 To distribute to investors, or reinvest, cash generated from the sales of the Health and Wellness
Products.
We do not plan to incur borrowing to pay for the pilot plant or to otherwise fund our operations.
Instead, we intend to use the net proceeds from this “Offering” to make such purchases and fund our
operations.

Units to Be Sold. The Company is selling a minimum of 250,000 and a maximum of

2,000,000 Units (the “Units”) in this Offering, for a price of $1.00 per Unit, in order to raise gross proceeds
of at least $250,000 and as much as $2,000,000, as well as to fund organizational and offering expenses,
management fees and operating costs and to set aside contingency reserves. Provided that at least
250,000 Units are sold by the Minimum Subscription Deadline of June 30, 2011 (which may be extended, without
notice, for up to 120 days), we intend to keep this Offering open until the earlier of (i) the date we have
received subscriptions for the purchase of all 2,000,000 Units offered hereby or (ii) the Offering Termination
Date of June 30, 2011 (which may be extended, without notice, for up to 120 days). However, we reserve the
right to terminate the Offering at any time, without notice, prior to the time that all 2,000,000 Units have
been sold. See “Estimated Use of Proceeds” and “Summary of Operating Agreement.”

Operating Agreement and Term. The rights and obligations of the Members of the Company and the
Manager are set forth in and amendment to the Company’s existing Operating Agreement, a copy of
which is attached as Exhibit A to this Memorandum. Each prospective investor is urged to carefully read
the Operating Agreement and the amendment thereto.

Risk Factors, Investor Suitability Standards. A purchase of Units in this Offering involves substantial
risks which should be carefully considered and evaluated by prospective investors. See “Risk Factors.”
Accordingly, the Company is offering Units solely to those individuals and entities that are “accredited
investors” as such term is defined in Regulation D under the Securities Act and meet the other Suitability
Standards established for the Offering. See “The Offering -- Investor Suitability Standards.”

The Offering. The Units will be sold on behalf of the Company by the Manager. However, the
Manager may engage certain individuals, as finders, to introduce to the Company prospective investors who

10
are accredited investors and who have pre-existing business or personal relationships with those finders.
The Company will pay, from the gross proceeds of this Offering, finders fees to those finders of up to a
maximum of 3% of the gross proceeds of any Units sold to investors introduced by them to the Company.

Escrow of Subscription Funds. Pending receipt of subscriptions for at least 250,000 Units in this
Offering, all subscription funds received from prospective investors for the purchase of Units will be
deposited into a trust account established with Wells Fargo Bank (the “Trust Agent”) at its Phoenix, Arizona
branch.
At such time as subscriptions for 250,000 Units have been received and accepted by the Company, the
funds in the trust account, together with any interest that may have accrued thereon, will be released to the
Company and the subscribers whose subscriptions have been accepted by the Company will become
members of the Company, and the trust account will be closed. Thereafter, persons who subscribe for the
purchase of Units should submit their subscriptions and remit the purchase price for the Units they are
subscribing to purchase directly to the Company, rather than the trust account, and those investors will
become members of the Company at the time their subscriptions are accepted by the Company. Subscribers
will be notified promptly of the acceptance their subscriptions by the Company. In the event that any
subscription received from an investor is rejected, either in whole or in part, his or her subscription funds
representing the purchase price of the Units for which the subscription was rejected will be promptly
refunded to the investor, together with any interest that may have accrued on those funds while in the Trust
Account. The Company is entitled to allot to any investor a lesser number of Units than the investor has
subscribed to purchase or to reject a subscription in its entirety. See “The Offering.”

Subscription Procedure. In order to purchase Units, you must complete, sign and deliver to the
Company (i) Subscription Documents, consisting of a Subscription Agreement, an Investor Agreement and
Questionnaire, an Internal Revenue Service Form W-9, and a signature page for the Company’s Operating
Agreement, and (ii) make your payment of the price at $1 per Unit (minimum of $10,000), for the number of
Units you are subscribing to purchase (your “Subscription Price”). As a result of your investment, you also
may be required to provide additional information required for filings with various governmental agencies.

Your payment of the Subscription Price for the number of Units you are subscribing to purchase may be
paid by any of the following methods: (i) bank cashiers check, (ii) money order, or (iii) personal check. In
the alternative, you may make such payment by wire transfer of funds. Your signed and completed
Subscription Documents, together with the payment for your Subscription Price, must be delivered to the
Trust Account, if the subscription is submitted prior to the receipt and acceptance of subscriptions by the
Company for 250,000 Units. Thereafter, your Subscription Documents and Subscription Price should be
delivered directly to the Company. See “The Offering – How to Subscribe” at Page 13 of this Memorandum.

Additional Information. Investors will have the opportunity to ask questions of and to receive answers
from the Manager concerning the Company and its proposed business, and the terms and conditions of this
Offering and to obtain any additional relevant information to the extent we possess such information or can
obtain it without unreasonable effort and expense.

The Company currently has Members; the Members and their ownership interest will be
identified upon request; also the current Members will need to approve the contemplated
offering and subsequent inclusion of new Members.]
Any inquiries should be directed to Johnny Shannon, who is the Manager. His address, phone number
and email address are as follows:

Johnny Shannon
Desert Health Worldwide, LLC
6401 East Gelding Drive
Scottsdale, Arizona 85254
(480) 319-4940

11
 RISK FACTORS

In addition to the other information contained in this Memorandum, you should consider carefully the risk factors set
forth below prior to purchasing any of the Class A Units offered hereby. Investment in the Class A Units involves a high
degree of risk and should be undertaken only by persons, whose financial resources are sufficient to enable them to assume
such risk, including the possibility of the loss of their entire investment. This Section sets forth a brief summary of some of the
principal risk factors. The risks described below are not the only ones we face. Additional risks of which we currently are
not aware or which we currently believe to be immaterial may also impair our operations and business results.

Risks generally affecting sulfur-free diesel fuel and carbon dioxide free electricity products investments.

The Company will be subject to the risks generally incident to the natural Health and Wellness industries, including
the uncertainty of cash flow to meet fixed or variable obligations; adverse changes in economic conditions generally, which
could adversely affect the demand among potential buyers for the products we develop and will be selling; a lack of
geographic diversification; adverse changes in market conditions, such as increases in the supply of competing natural
Health and Wellness Products; future State and Federal legislation may or may not assist the Company’s ability to
conduct a profitable business; While we plan to set aside contingency reserves to protect us against such risks, there can
be no assurance that those reserves will prove to be sufficient to cover operating expenses, particularly if its takes longer than
we anticipate to get our product to market. If those contingency reserves do prove to be inadequate, the Company would
then have to obtain additional fund by borrowing or by selling additional stock that will reduce the profitability of our
operations or which could even cause us to incur losses.

Most of the Patents utilized by the Company are owned by the Company.

The Company has developed its technology and potential patents related thereto pursuant to a Research Agreement
with other patent holders. The Company has an Option Agreement with other patent holders to license the patents, but the
Company has not exercised the license nor have the terms and conditions of such license been negotiated. There is a risk that
the Company and the patent holders fail to agree on the terms and conditions for the license of the patents required for the
Company to obtain its business objectives.

Changing market conditions may adversely impact our operating results and profitability and may require us to
incur borrowings.

If conditions in the general economy worsen, rather than stabilize or improve, over the next several months, it
could become difficult for us to sell the Company’s products at prices that will generate profits. In such an event, we could be
forced to retain ownership of the Company’s products for a longer period of time than planned, in which case our carrying
and operating costs, such as productions costs, marketing, insurance and management fees, would increase and make it more
difficult for us to generate profits when we sell the Company’s products. It also may become necessary for us to borrow
funds, secured by the existing developed Company’s products and Company assets, or to sell some of the Company’s
products at a loss in order to generate needed cash to fund our carrying and operating costs on the Company’s products.
We also may need to take write-downs in the carrying value of the Health and Wellness Products.

Our business will be subject to intense competition.

The Company’s industry is highly competitive and fragmented. We will compete with other companies, and
businesses seeking to sell similar products to the general
populace, many of which may have greater resources and have already established relationships with and greater
access to those in the industry. Many of our competitors, which may also include natural health care and wellness
companies and their distribution groups that sell similar products to buyers directly and have longer operating
histories and greater financial, marketing and sales resources and have lower costs of capital and, therefore, may be
able to compete more effectively in the sale of the Company’s products.

Reliance on the Manager for all major decisions that will affect the operating results of the Company.

All decisions with respect to the management and operations of the Company will be made exclusively by the
Manager and, consequently, investors will be wholly reliant on the Manager for the success of the Company’s
business. Among other things, the Manager will select the products that the Company will develop, negotiate the
12
prices at which and other terms on which the Company’s products will be produced and distributed and will
determine the prices at which and the terms on which the Company’s products will be sold and the timing of those
sales. Moreover, the Members of the Company will have no rights or powers to participate in the management of the
Company. Accordingly, no prospective investor should purchase any of the Class A Units unless the investor is
willing to entrust all aspects of the management of the Company to the Manager. For a description of the experience
of the Manager, see “Management.”

The experience of the Company’s officers in operating a business similar to the business proposed to be
conducted by the Company is limited.

Although the officers of the Company have limited experience in producing the Company’s products and have,
invented and developed the Company’s products equipment; they have never managed a company that was engaged
exclusively in the business of producing the Company’s products and marketing the same, as contemplated by the
Company’s business plan and investment objectives. Therefore, the prior experience and performance of those
officers may provide only a limited basis for evaluating their likely performance in managing the Company’s
business.

Limitation on Liability of the Manager.

The Company’s Operating Agreement provides that the Manager will not be liable to the Company or its
Members for any acts performed by in good faith or for any non-action or failure to act, except for acts of gross
negligence or willful misconduct, and under certain circumstances the Manager will be entitled to indemnification
from the Company for any liabilities they may incur to third parties. Any such indemnification would have to be
paid with Company’s funds obtained from investors or generated from the sale of the Company’s products, which
otherwise would be available for the purchase of the Company’s products or payment of operating expenses or for
distribution to the Members of the Company.

The transferability of your Units will be restricted and no market is expected to develop for the Class A
Units.

The Operating Agreement and federal and state securities law impose certain restrictions on the transferability
of the Class A Units. Moreover, it is not anticipated that a public trading market will develop for the Class A Units.
Therefore, it is unlikely that you will be able to liquidate your investment in the Class A Units in the event of an
emergency or for any other reason. As a result, the purchase of Class A Units should be considered only by
investors who will not have other needs for the cash to be invested by them in the Company.

The offering price of the Class A Units was arbitrarily determined by the Company.

The offering price of the Class A Units has been arbitrarily determined by the Company and bears no relationship
to any business factor other than the amount of funds the Company believes will be necessary to accomplish the
Company’s objectives. If obtaining additional financing is required, there is no assurance that such financing will be
available and, even if available, there is no assurance that such financing will be not dilutive to holders of the Class
A Units or will not reduce the Company’s profitability or subject the Company to additional economic risks, such as the
risk of the continuance of adverse economic and market conditions that would delay the sale of the Company’s products
and marketing of same and increase the debt service obligations of and carrying costs incurred by the Company.

Reliance on securities law exemptions for this Offering and potential consequences of a failure to qualify
for the exemptions.
The Units being offered hereby have not been registered under the Securities Act or qualified under any state
securities laws and are being offered in reliance upon exemptions there from. If this Offering fails to qualify or
otherwise meet the requirements for any of those registration or qualification exemptions under federal or state
securities laws, it is possible that one or more of the investors would have the right to rescind their investments in the
Class A Units and to receive back from the Company the amounts paid for their Class A Units together with interest
on those amounts for the respective periods they held their Class A Units. If, in any such case, investors were to

13
 successfully seek rescission, the Company could face financial demands that it would not be able to meet and, as a
result, the Company might have to seek bankruptcy protection, which could result in a total loss of the investments
made by investors in the Company.

FORWARD-LOOKING STATEMENTS

This Memorandum, the Exhibits that are attached and the documents that are referenced or incorporated by reference in
this Memorandum, and any additional written materials furnished to you by or on behalf of the Company, may contain forward-
looking statements with respect to the Company, and its business and prospects. All statements in this Memorandum that do
not describe actual events that have taken place or that are not historical facts should be considered to be forward-looking
statements. Moreover, the words “believe,” “expect,” “anticipate,” “hope,” “intend,” “may,” “will,” “should,” “could,” “potential,”
“continue,” “estimate,” “predict,” “project,” “forecast,” “assume” and “plan” and similar expressions, or the negative of such
expressions, may identify forward-looking statements. Any statements concerning future financial performance (including, but
not limited to, future oil prices, revenues, earnings or growth rates), ongoing or anticipated business objectives, strategies or
prospects and possible future actions or plans by or of the Company also constitute forward-looking statements.

Forward-looking statements are based on the Company’s and Manager’s current expectations or beliefs regarding
future events or circumstances, and you are cautioned not to place undue reliance on such forward-looking statements. Forward-
looking statements are subject to numerous estimates and assumptions, known and unknown risks and uncertainties, including,
but not limited to those discussed above in the Section of this Memorandum entitled “Risk Factors.” A number of factors,
including those referenced in the Risk Factor Section, are out of the Company’s control and are difficult to forecast, and could
cause our actual future financial results to differ materially from those projected or implied in such forward-looking statements.
All of the forward-looking statements contained in this Memorandum, in the Exhibits attached hereto and the documents
referenced or incorporated by reference herein, and in any additional written materials furnished to you by or on behalf of the
Company, should be considered in light of these and other risk factors.

Those forward-looking statements are made as of the date appearing on the cover page of this Memorandum, and the
forward-looking statements contained in the documents referenced or incorporated by reference herein and in any additional
written materials furnished to you by or on behalf of the Company are made as of the respective dates stated in those documents.
The Company disclaims any obligation to update, review or revise any forward-looking statements to reflect any change in
expectations or assumptions with regard thereto or to reflect anticipated or unanticipated events or circumstances occurring (i)
with respect to this Memorandum and the exhibits attached hereto, after the date appearing on the cover page of this Memorandum,
and (ii) with respect to the documents referenced or incorporated by reference herein and any additional written materials
furnished to you by or on behalf of the Company, after the respective dates of such documents.

All forward-looking statements attributable to the Company, or any person acting on their behalf (or on the behalf of
any of them), are expressly qualified in their entirety by the cautionary statements set forth above and in the Risk Factors
section of this Memorandum.

THE OFFERING

Class A Units being Offered

We are offering for sale up to 2,000,000 Class A Units of Interest (the “Units”) in the Company, at a purchase price of
$1.00 per Unit, to a select number of investors who are accredited investors and meet the other suitability standards for this
Offering (see “Suitability Standards” below). The minimum purchase is ten thousand (10,000) Class A Units for a total
purchase price of $10,000 (although the Company, in its discretion, may accept subscriptions for a lesser number of Class A
Units). The Company intends to continue the Offering until the earlier of (i) the date all 2,000,000 Class A Units have been sold
or (ii) the Offering Termination Date of June 30,2011, whichever first occurs, subject to the right of the Company to extend the
Offering (with or without notice for up to a maximum of 120 days). However, if subscriptions for the purchase of at least
250,000 Class A Units have not been received and accepted by the Company by June 30,2011 as may be extended (with or

14
without notice) by the Company, but in no event later than June 30, 2011 (the “Offering Termination Date”), the Offering will
be terminated and all funds received from prospective investors for the purchase of Class A Units (“Subscription Funds”) will
be returned to them with any interest that may have accrued thereon prior to the termination of the Offering.

Sales of Class A Units

The Class A Units will be offered and sold, on behalf of the Company, by the Company, which will not receive any
compensation for its selling efforts, but will be reimbursed for any expenses it incurs in offering and selling the Class A Units.
The Company may engage unaffiliated persons (“finders”) to introduce the Company to prospective investors with whom the
finders have a pre-existing relationship. If Class A Units are sold to any such prospective investors, such finders will receive,
from the proceeds of this Offering, a “finder’s fee” in an amount up to 6% of the gross proceeds received by the Company from
the sale of Class A Units to those investors.

Pending the receipt and acceptance of subscriptions for the purchase of 250,000 Class A Units from qualified investors, all
Subscription Funds will be deposited in an interest bearing trust account (the “Trust Account”) at Wells Fargo (the “Trust
Agent”), at its branch office in Scottsdale, Arizona. If subscriptions for the purchase of at least 250,000 Class A Units have been
received and accepted by the Minimum Subscription Date, all Subscription Funds in the Trust Account will be released to the
Company, together with any interest accrued thereon while in the Trust Account, and the Trust Account will be terminated.
Thereafter, subscriptions, together with the purchase price for the purchase of the Class A Units subscribed for, need to be sent
directly to the Company, rather than to the Trust Account, and will be deposited into the Company’s bank account on
acceptance of the subscription (see “Subscription Procedures” below).

If a minimum of 250,000 Class A Units have not been sold and paid for by the Minimum Subscription Date (as the
same may have been extended), however, then, all funds on deposit in the Trust Account will be promptly returned to
Subscribers in full, without deduction or charges, together with any interest that may have accrued on such Funds while in the
Trust Account. There is no assurance that the Class A Units will be sold, and the Company reserves the right, in its sole
discretion, to refuse to sell Class A Units to any prospective investor, to allot and sell to any prospective investor a lesser
number of Class A Units than the number subscribed for, and may terminate this Offering at any time.

Investor Suitability Standards

An investment in the Class A Units offered hereby involves substantial risks and is highly speculative. Accordingly,
the Class A Units will be offered and sold only to accredited investors, each of whom must represent, among other things, that
such investor: (a) is acquiring the Class A Units for his/her/its own account, for investment only and not with a view to the
resale or distribution thereof, (b) is aware that the Class A Units have not been registered under the Securities Act or under
applicable state securities laws, that the transferability of the Class A Units will be restricted, and that there is no market for the
Class A Units and none is expected to develop and, therefore, it is unlikely that investors will be able to liquidate their investment
in the Class A Units in the event of an emergency or for any other reason; (c) has the experience and knowledge either alone, or
with the assistance of an independent financial or business advisor, to evaluate the merits and risks of an investment in the
Class A Units and to protect his, her or its own interests in connection with the purchase of the Class A Units, and (d) has the
financial wherewithal to hold the Class A Units indefinitely and is financially able to withstand a possible total loss of such
investor’s investment in the Class A Units.

Additionally, to purchase Class A Units in this Offering, it also will be necessary for an investor to confirm and represent in
writing to the Company that such investor is an “accredited investor” as defined in Rule 501 under the Securities Act. An
“accredited investor” as defined in Rule 501 is:

(ii) A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other
institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;
any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as
defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of
1940 or a business development company as defined in Section 2(a)(48) of that act, a Small Business Investment
Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in
excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act
of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(2 1) of such Act, which is either a

15
 bank, savings and loan association, insurance company, or a registered investment advisor, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons
that are accredited investors;

(ii) Any private business development company as defined in Section 202(a)(22) of the Investment Advisors
Act of 1940;

(iii) Any organization as described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts
or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in
excess of $5,000,000;

(iv) Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his
purchase of the Units, exceeds $1,000,000;

(v) Any natural person who had an individual income in excess of $200,000 in each of the two most recent
years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year;

(vi) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the
securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; or

(vii) Any entity in which all of the equity owners are accredited investors (as defined above).

Attached to this Memorandum as Exhibits B and C, respectively, are a Subscription Agreement and Investor Agreement
and Questionnaire (the “Subscription Documents”), which contain representations and warranties that will confirm that the
investor meets the Suitability Standards for this Offering. In order to subscribe for the purchase of Units in this Offering, an
investor must complete, sign the Subscription Documents and submit them to the Company in order to confirm that he or she
meets the foregoing Suitability Standards and that the representations and warranties about the investor, contained in those
Documents are accurate and complete.

The Company will review each investor’s Subscription Documents to determine whether or not the investor meets the
Investor Suitability Standards. In making those determinations, the Company will rely on the accuracy of each investor’s
representations contained in those Documents. The Investor Agreement and Questionnaire also contains questions that each
investor is required to answer which bear on the suitability of an investment in the Units for the investor. Depending on the
answers to those questions, the Company may require supplemental information to confirm that the investor meets the standards
set forth above before accepting the investor’s subscription to purchase Units. The Company will have the discretionary right to
reject any subscriptions, in whole or in part, and for any reason or for no reason.

THE SUITABILITY STANDARDS DISCUSSED ABOVE REPRESENT MINIMUM SUITABILITY

STANDARDS FOR PROSPECTIVE INVESTORS. EACH PROSPECTIVE INVESTOR SHOULD
DETERMINE WHETHER THIS INVESTMENT IS APPROPRIATE FOR SUCH INVESTOR.

IF THE REPRESENTATIONS OR ANSWERS TO THE QUESTIONS IN THE SUBSCRIPTION

DOCUMENTS SIGNED AND SUBMITTED BY AN INVESTOR ARE FOUND TO HAVE BEEN
INACCURATE IN ANY MATERIAL RESPECT, THE REGISTRATION EXEMPTION PROVIDED BY THE
SECURITIES ACT AND/OR ANY STATE SECURITIES LAWS ON WHICH THE COMPANY IS RELYING IN
MAKING THIS OFFERING MAY BE LOST. IN THAT EVENT SUCH INVESTOR COULD INCUR LIABILITY
TO US FOR ALL DAMAGES AND LOSSES PROXIMATELY CAUSED BY THE LOSS OF THOSE EXEMPTIONS
DUE TO HIS OR HER ACTIONS.

How to Subscribe

Prior to the Sale of 250,000 Class A Units:

In order to subscribe for the purchase of Class A Units in this Offering, prospective investors must:

 Complete and sign the following Subscription Documents:

16
  A Signature Page for the Operating Agreement, a copy of which is attached as

Exhibit A;

 A Subscription Agreement in the form attached hereto as Exhibit B; 

 The Investor Agreement and Questionnaire in the form attached hereto as Exhibit C; and

 An Internal Revenue Service Form W-9 in the form attached as Exhibit D. 

 Submit the above documents, accompanied by a cashiers check, postal money order or personal check in an
amount equal to the purchase price for the Class A Units you are subscribing to purchase (the “Subscription
Funds”), made payable to: “Desert Health Worldwide, LLC Trust Account”, to the following address:
Desert Health Worldwide, LLC

6401 East Gelding Drive

Scottsdale, AZ, 85254

WELLS FARGO IS ACTING ONLY AS TRUST ACCOUNT FOR THE PROCEEDS OF THIS OFFERING AND HAS
NEITHER RECOMMENDED NOR PROVIDED ANY ADVICE IN CONNECTION WITH A PURCHASE OF THE CLASS A
UNITS.

After the Sale of 250,000 Class A Units in this Offering:

After subscriptions for the purchase of at least 250,000 Class A Units have been accepted by the Company, the above
Subscription Documents, along with your payment of the Subscription Funds, should be delivered directly to the Company, to
the attention of Johnny Shannon, at the following address:

Desert Health Worldwide, LLC

6401 East Gelding Drive

Scottsdale, Arizona 85254

Attn: Johnny Shannon

If you decide to mail the Subscription Documents and your payment of the Subscription Funds to the Escrow
Agent or the Company, it is recommended that you send them by registered or certified mail, postage prepaid, as
investors must bear the risk of loss of the Documents and payment during transit.

17
 ESTIMATED USE OF PROCEEDS
We estimate that the proceeds to us, net of offering expenses and organizational expenses (the “net proceeds”), from
the sale of the Class A Units in this Offering will be (i) approximately $250,000 if we sell 250,000 Class A Units, which
is the minimum number of Class A Units that may be sold in this Offering; or (ii) approximately $2,000,000 if we sell
all 2,000,000 Class A Units offered hereby. The following table sets forth the uses that we expect to make of those net
proceeds:
If 250,000 Units If 2,000,000 Units
Sold Sold
Gross Proceeds of the Offering $ 250,000 $ 2,000,000
Less: Estimated offering expenses
Less: Estimated organizational $ 100,000 $ 100,000
expenses Estimated Net Proceeds of $ 150,000 $ 1,900,000
the Offering
Planned Uses of Net Proceeds
Development of Products(1) $ 50,000 $ 880,000
Development of Manufacturing Equipment(2) $ 25,000 $ 150,000
Marketing of Products $ 25,000 $ 850,000
Operating and Contingency Reserves(3) $ 50,000 $ 120,000
Totals $ 150,000 $ 2,000,000

Assumes that if 250,000 Class A Units are sold in this Offering, a total of 150,000 gallons of Products will be
developed or, if all 2,000,000 Class A Units are sold in this Offering, a total of 1,000,000 gallons of Products will be
developed.
(1) Manufacturing of existing marketable products, patents, licensing, etc.
(2) Manufacturing Equipment development is minimally in place and will require maximum support.
(3) The Operating and Contingency reserves are for basic underwriting in time of shortfall of sales and venue
returns on investment as well as maintaining basic operating costs.

The amounts of the offering and organizational expenses, and the amounts of the expenditures expected to
be made of the net proceeds of this Offering described above, are estimates only and no assurance can be given that
actual offering or organizational expenses or the expenditures and uses of the net proceeds will not vary from or
exceed those shown in the table above.

Pending use of the net proceeds from the Offering for the above purposes, we intend to deposit the proceeds in bank
accounts or to invest the proceeds in readily marketable government securities or in money market funds.

18
 BUSINESS OF THE COMPANY

Overview

Business Concept and Status

Desert Health Worldwide, LLC is an emerging developmental stage company. Since its inception Desert Health has
worked hard to establish its brand and logos in foreign markets and then present U.S. manufactured nutraceutical products to these
foreign markets. Registrations have already been acquired in over 30 countries worldwide with more countries being added. The
reason behind this is to make product registration and approval quicker and easier for our various partners and distributors. This is
a win-win situation for both Desert Health and our clients in that the preliminary work has already been done, and the customer
can then begin working on specific product approval with their particular country’s government agency. Once a customer does this
they effectively become Desert Health’s business partner, as everything will be registered in both Desert Health’s name as well as
the customer’s name. If a customer were to decide to leave Desert Health they would incur heavy expenses in that they would have
to begin the process all over. They would have to pay for new registration documents and legal work as well as reformulating and
finding a new manufacturer. Along with the best prices in the industry and excellent product quality, we feel this helps secure a
strong relationship with our customers. This goes along with Desert Health’s belief in developing a strong working relationship
and a friendship with our customers worldwide. Also, the company has worked on the development of certain plant and plant
extracts that is widely used throughout the United States and Europe to improve physical conditioning and overall health. The
strategy has been and still is the commercialization of natural product lines. In the United States, Dietary supplements are
considered food products under the Dietary Supplement Health and Education Act of 1994 (DSHEA) and as such, are not
regulated by the FDA and do not require FDA approval prior to commercialization. Desert Health Worldwide, LLC is an emerging
developmental stage company.

Since its inception Desert Health has worked hard to establish its brand and logos in foreign markets and then present
U.S. manufactured nutraceutical products to these foreign markets. Registrations have already been acquired in over 30 countries
worldwide with more countries being added. The reason behind this is to make product registration and approval quicker and
easier for our various partners and distributors. This is a win-win situation for both Desert Health and our clients in that the
preliminary work has already been done, and the customer can then begin working on specific product approval with their
particular country’s government agency. Once a customer does this they effectively become Desert Health’s business partner, as
everything will be registered in both Desert Health’s name as well as the customer’s name. If a customer were to decide to leave
Desert Health they would incur heavy expenses in that they would have to begin the process all over. They would have to pay for
new registration documents and legal work as well as reformulating and finding a new manufacturer. Along with the best prices in
the industry and excellent product quality, we feel this helps secure a strong relationship with our customers. This goes along with
Desert Health’s belief in developing a strong working relationship and a friendship with our customers worldwide.

Also, the company has worked on the development of certain plant and plant extracts that is widely used throughout the
United States and Europe to improve physical conditioning and overall health. The strategy has been and still is the
commercialization of natural product lines. In the United States, Dietary supplements are considered food products under the
Dietary Supplement Health and Education Act of 1994 (DSHEA) and as such, are not regulated by the FDA and do not require
FDA approval prior to commercialization.

The company has successfully done this and has a strong and broad range of products that are ready for export or domestic
sale. The company has successfully done this and has a strong and broad range of products that are ready for export or domestic
sale.

The Company’s business strategy and investment objectives are subject to a number of risks and uncertainties. As a result,
there can be no assurance that the Company will succeed in implementing its strategy and accomplishing its investment objectives.
Among other things, due to the uncertainties of today’s economy, there is no assurance that it will not take significantly
longer than six months to sell the Health and Wellness Products or that the economy will not continue to decline at rates that will
make it difficult for or prevent the Company from selling the Health and Wellness Products at a profit. See “Risk Factors”
beginning at Page 5 of this Memorandum.

19
 MARKET ANALYSIS

Market Demand and Challenges

The worldwide market for natural dietary supplements is substantial. According to the Nutrition Business Journal, approximately
thirty billion ($30,000,000,000) was spent in the United States alone in 1999 for non-prescription, plant derived dietary
supplements with annual sales according to the Boston Globe, having increased over 20% per year over the past few years. In
addition to this, The Wall Street Journal Europe reports over eighteen billion ($18,000,000,000) spent on dietary supplements in
Europe for various plant-derived products. Asia now is nearing such growth according to the U.S. Department
of Commerce for import of United States produced natural products. An article written by Dr. Elizabeth Sloan, President of Sloan
Trends & Solutions, Inc. Escondido, California, states, “Americans have never been this proactive about health.
Sales of specialty supplements…natural personal care products and cosmeceuticals are soaring as a result of their new do-it-
yourself approach, creating a forty two million dollar ($42,000,000,000) retail opportunity. Last year, 79% of primary food
shoppers used vitamins/minerals to help maintain health…” The Dr. Sloan article continued to state that 35% of women with
menopausal symptoms, 22% cough, cold and flu sufferers, 15% of allergy/sinus sufferers; 10% of skin problem sufferers, etc., use
some kind of natural supplements as a means of treatment. The article states that various health conditions will increase greatly by
the year 2010. As an example, Dr. Sloan states the following health conditions will increase by at least 18% within this decade:
• Menopausal women
• Prostate problems
• Heart disease
• Diabetes
• Osteoporosis
• High blood pressure
• High cholesterol
• Cancer
• Arthritis
This increase of symptoms and conditions combined with the increased public awareness, usage, and confidence of consumers in
dietary supplements as a method of
treatment indicates the market will continue to grow, both domestically and abroad. Desert Health is in a prime position to take
advantage of this opportunity and help increase quality of life with better health - naturally.

Market Trends
Products
Desert Health Worldwide, LLC has developed a broad product line, highlighted by what it considers to be its “Core Products”.
Desert Health Worldwide, LLC is both the developer and beneficial owner of these products or holds the exclusive rights to
market these products through its network of partners and distributors in Europe and parts of Asia as well as the United States of
America. These “Core Products” consist of:
• Desert Health's Foot Care™
• PA/30™ - Burn & Scald Relief Spray
• Cello by Annette - High publicity fragrances
• Enviro/CX™ - Bio Security/Disinfectant
• Sleep Thin™ – Lose weight while you sleep
• Desert Boost™ – A potent combination of Pollen, Propolis, Royal Jelly and Aloe Vera in
one capsule.

The company also produces over 100 different products that can manufactured under
private label as well the Desert Health Worldwide, LLC label which has global brand recognition. These products
Include:
• Vitamin & Mineral formulas
• Chinese Herbal Remedies
• Specialty Natural Supplements, catering specific health problems
• Various Weight Management Products
• Botanical Herbs
• Ayurvedic Herbs (Ancient Indian formulas)
20
• Skin Care Products

Desert Health continues to look for new products that are infiltrating the market as well
as new products that might fit Desert Health’s “Core Product” line. This can dramatically
cut our customers research and development time and makes it much easier and
quicker for them to get out products to market.
Products are available in various potency levels and in various formats such as powders, capsules, tablets, chewable tablets, and
soft gel capsules.
Through its contract manufacturing network Desert Health can deliver large volumes of
product per day. These fully automated packaging lines are capable of packaging as
many as 100,000 bottles per shift. Desert Health goes to great lengths to protect its
proprietary intellectual and physical property or formulas.
Desert Health Worldwide, LLC products are marketed under its own Desert Health brand name or label, as
well as private label to suit retailers, wholesalers, distributors, M.L.M or business partners needs. Further setting itself apart in the
industry, Desert Health does not require large minimums for private labeling. Showing the flexibility needed to grow in the
International and Domestic Markets.

TARGET MARKET

Primary target: The Company’s primary market is the health and wellness industry and the animal husbandry industry
and governments with a social, health betterment and environmental conscience and who wishes to be a part of health and
wellbeing changes worldwide. Also businesses and governmental agencies that are concerned about trade world health and
wellness development. This group also includes national companies and governments that want to set a health and wellness
conscious example that will put them into a more competitive position.

PROFIT ANALYSIS
1. Financials

The financial calculations for the business; Refer to Pro-Forma and budgets in addendum A.

GROWTH ANALYSIS
The growth analysis for the business; Refer to Pro-Forma and budgets in addendum A.

COMPETITORS

1. Vitamer Labs- Private label supplement manufacturer. Manufacturer of complete line of vitamins and supplements
exclusively for companies that purchase the products from Vitamer with their own private label. Also provides on-site
training and customer point-of-purchase literature.
2. TWINLAB- Sports nutrition, vitamin and herbal formulas. TWINLAB produces more than 500 different products that
include amino acids, fish and marine oils, antioxidants, and a complete line of vitamins and minerals.
3. Solgar- Vitamins and nutritional supplements. International firm located in over 16 countries worldwide. Provides a
variety of nutraceutical products with its primary focus on vitamin and mineral supplements.
4. Trimedica- Specialty nutritional supplements. Founded in 1989 by Joseph Christy, who had worked in the nutraceutical
business for over 25 years as a consultant and writer. Sells high end supplements, only in the liquid or capsule form.
5. Optimum Nutrition- Major nutritional supplements. Operating in over 30 countries worldwide, Optimum Nutrition
offers over 300 SKU’s in liquid, powder, bar, and pill forms. They specialize in sports nutrition and diet products.
6. Nature’s Way- Herbal extracts and supplements. Located in Springville, Utah, Nature’s Way provides over 350
products, including herbal formulas, phytomedicines, vitamins, minerals, probiotics, homeopathy, and specialty formulas.
Operating from a 250,000 square-foot pharmaceutical licensed manufacturing facility, they produce high quality natural
healthcare supplements. In addition, they actively support worldwide environmental programs, and sponsor alternative
healthcare education.

21
7. Weider Nutrition- Nutrition and fitness supplements. Developer, manufacturer, and distributor of vitamins, nutritional
supplements, and sports medicine products, in over 80 different countries.
8. Nature’s Life- Vitamins/minerals and specialty products
9. USA Labs- Wellness supplements and nutrition products. Features weight loss products, sports nutraceuticals, as well
as a full line of vitamins and minerals.
10. Naturally Vitamins- Enzymes and nutritional supplements. Located in Phoenix, Arizona, Naturally Vitamins has a
global presence. They have a strategic partnership with MUCOS Pharma Gmbh, a firm in Germany. MUCOS has over 40
Ph.D.’s and medical doctors on its staff.

Competitive Advantages

The competitive edge that Desert Health Worldwide, LLC enjoys comes from its extremely qualified and experienced personnel,
as well as the high quality and cutting edge technology of its products.

The senior management team has a combined experience of over 60 years in the vitamin, mineral, and nutraceutical industry. This
same management team has vast experience in marketing, sales, and business management.

While many major nutritional companies may supply numerous products, Desert Health Products remains unique in providing
premium products and private label opportunities. All nutritional formulas provide exceptional grade ingredients and the highest
compounding techniques available. The ability to allow retailers to purchase both units and up to large volumes, corners markets
many other manufacturers often do not provide.

Desert Health Products Inc. is able to offer niche products not available through other manufacturers. Desert Health FOOTCARE
A Skin Care System™ and Burn & Scald Relief™ spray are examples of specialty formulations, which have presented numerous
opportunities in the marketplace for DHPI.

The ability to offer full nutritional supplement lines, such as the femAID™ line, has initiated an interest from the retail health store
markets to provide a wide array of similar, yet unique products geared to specific markets. Many retail markets recognize this
feature and focus advertising campaigns on these particular family lines.

Numerous nutritional companies furnish vitamin and mineral formulations. However, Desert Health’s vitamin lines often contain
not only the recommended requirements, but also additional beneficial ingredients which compliment the main ingredients, thus
providing exceptional products.

All of Desert Health’s expertise is focused on providing premium products and customer service, and to be recognized as a leader
in the ever-expanding world of nutritional supplements.

Manufacturing Advantages

Desert Health Worldwide, LLC is established as a contract packaging company. Desert Health Worldwide, LLC experience and
reputation as a premier outsource facility enables the Company to provide large and small orders from customers in a timely
manner and remain extremely competitive worldwide.

Desert Health Worldwide, LLC has positioned itself as a turnkey supplier. From research and formulation, to label development
and graphic design, the Company provides finished product in bulk, and also bottled ready for sale. This enables the customer to
use their time and resources in marketing and registration.

PRODUCTS, OPERATIONS & TECHNOLOGY

The major products of the industry are Natural and Wellness Products (80 percent of revenue) and other Natural
Products 20 percent).

The Company’s head office is located at 6401 East Gelding Drive, Scottsdale Arizona, 85254. This consists of
approx. 2,000 sq. ft. space in a residential office. It is situated in a well serviced and freeway accessible area and is accessible

22
to technological equipment and the supply of labor, which will be used for future business as it is required. The Company
will add additional operations offices when feasible.

The Company is currently developing relations with individuals with national connections to funding for stronger
product development. The Company is also actively developing relationships with individuals who have international
financial connections.

The Company has received initial investment funding from all of the Officers and Directors in the amount of
$100,000 in cash, professional expenses and infrastructure. The company believes that the concept of tying a category
of Natural and Wellness Products, offers a unique and strong business approach, which has been used by a number of
limited successful entities.

The company has and will continue to comply with all provisions of the United States Code and Regulations and
all other International Codes and Regulations that are applicable.

MILESTONES

We have made excellent progress and are completely operational. Some of the highlights listed: Formed business
relationship with an established group of manufacturing professionals and equipment manufacturers as well as commercial
distribution groups and individuals. We have established professional relationships with chemists, physicists, and business
marketing, public relations, distributions, sales, and contract consultants and governmental support. Used market research to
analyze our market opportunity and to test our marketing concepts and features.

We have formed a successful business entity and are developing a website with support from professional
computer programmers, web designers, graphic artists and business relationships with other marketing professionals. We
have formed business relationships with distributors and the aforementioned areas and other support professionals who will
work closely with the Company, while at the same time allowing product growth and division autonomy. We are
developing business relationships with other business and financial professionals and will actively participate in
developmental events. We have staffed up to meet all initial business needs. Created and developed a network of
strategic partners in California, Arizona, Washington DC, Utah, New York, London, Australia, New Zealand, Norway,
Switzerland, Thailand, Indonesia, Hong Kong, China and Canada. Hired professional legal, financial and marketing
firms and have successfully defined market research to analyze our market opportunity and to test our marketing
concepts and features. This activity has helped us to gain information on which to base sales and market forecasts and
projections and has allowed the Company to initiate the development of programs and unique product offerings which will
be presented to prospective commercial and private consumers.

GOALS AND OBJECTIVES

We are now poised to take or have taken the following steps. Complete market research to verify acceptance of our
product (s) concept, and the manner in which our promotions are being conducted in the market. Launch and expand our
production, and distribution channels to handle the increasing demand for our services produced by our marketing activities.
Hire, expand and train our team of quality and results oriented people needed to service our client demand and manage
growth. Put together a strategic amalgam of consultants, and professionals and set up an information network that allows
the corporation to function according to the guidelines setup under this management plan. Aggressively develop sales to our
customers through marketing. Introduce the product (s) at national and international expositions/tradeshows, and small private and
municipal venues. Obtain signed agreements from distribution groups. Generate promotion through the use of informational
banners on general and environmental related web sites. Launch follow-up products for both divisions. Develop relationships with
multiple health management, and distribution groups nationally and internationally. Launch a national Internet marketing
campaign by obtaining high visibility on the leading search engines in order to generate maximum exposure and Internet
interest. License distribution rights to national and foreign entities. Associate with and acquire additional business to advance
the company’s growth plans and fund expansion and diversification by an initial public offering.

23
 INVESTMENT OBJECTIVES

The Company has been organized to take advantage of the significant increases that have occurred during the past
year in the prices of petroleum and energy products by: (i) continued development of new products and enhancement of
existing products: and (ii) making any necessary changes to those Products to make them salable: and (iii) selling the
Products at prices and on terms that the Manager believes will enable the Company to generate profits that will represent
favorable returns on the amounts that the Company has invested in the development, marketing and distribution of those
Products.

In general, the investment objectives of the Company may be summarized as follows:

 Preservation and return of investor capital (within 5 years).

 Fund planned redemption of inactive members.

 Pay costs to licensing of patents.

 Achieving added value and appreciation by:

 Developing new multiple Products at a discount. 

 Effective marketing of the Products for sale. 

 Diversifying risk by promoting and distributing product to solid cash return markets.

 Reducing risk by paying the development and business of the Products, not with debt, but with the
proceeds of the Offering.

 To set aside approximately 12%-20% for contingency reserves which would be available to pay for
unanticipated additional costs that we might incur in the event it takes longer that currently expected to
sell the Products at prices that will generate profits for the Company?
Selling the Products entirely for cash and limited credit through financial institutions.

 To sell to local, regional and national distributors. We estimate that initial return at approximately 35%.

 Grow the Company with solid and innovative Products for sale.

 Redeem membership interests from investors in a timely and profitable manner or pay dividends if
profitable.

The Manager will, at all times, be guided by a policy of realizing profit intended to result in profits and cash
distributions for the Members upon ultimate disposition of the Products. However, there can be no assurance or
guarantee that the foregoing investment objectives will be achieved or that decisions made by the Manager will result in the
realization of any profit or cash available for distribution and it is possible that the Company could incur losses on the
Properties it acquires. See “Risk Factors” beginning on Page 6 of this Memorandum.

FIDUCIARY RESPONSIBILITY OF THE MANAGER AND ITS AFFILIATES

The Manager is accountable to the Company as a fiduciary, which means the Manager is required to exercise good
faith and integrity with respect to the Company’s affairs, must not take advantage of the Member’s of the Company, and
must make full disclosure of its dealings with the Company. The Operating Agreement provides that the Manager shall have
fiduciary responsibility for the safekeeping and use of all funds and assets of the Company, whether or not in the Manager’s
possession or control, and that the Company shall not employ, or permit another to employ such funds or assets in any manner
except for the exclusive benefit of the Company.

24
The Operating Agreement provides that the Company will be required to indemnify the Manager and its officers for and
against claims, suits, damages, losses, liabilities and costs and expenses that may be incurred by the Manager or such officers,
provided that: (i) prior to taking the action or engaging in the conduct that caused such suits or liabilities, the Manager believed,
in good faith, that it was acting in the best interests of the Company, (ii) the suits and liabilities for which indemnification is
sought were not the result of gross negligence or willful misconduct by the Manager or its officers; and (iii) such indemnification is
recoverable out of the assets of the Company and not from the Member’s.

COMPENSATION TO BE PAID TO THE MANAGER AND ITS AFFILIATES

The following information summarizes the forms and estimated amounts of compensation (some of which
involve cost reimbursements) to be paid either by the Company, or others, to the Manager and its Affiliates. The term
“Affiliates” as used in this Memorandum shall mean any person that controls, is controlled by, or is common control
with the Manager and includes the officers and their Affiliates.

The compensation and reimbursements to be received by the Manager or its Affiliates will be paid regardless
of the success or profitability of the Company’s operations. The fees or other amounts shown in the tables below cannot
be said to have been determined by arms – length negotiations.

Offering and Organization Stage

Form of Estimated Amount
Compensation and Recipients Description of Payments of Compensation
Reimbursement of
Organizational Expenses The Company will be reimbursed for the Estimated to be $50,000
expenses it incurs, including legal fees and
general expenses and filing fees, in connection
with the organization of the Company.

Form of Estimated Amount

Compensation and Recipients Description of Payments of Compensation
Overhead Fee
(Manager) ..............................................The Manager will receive a monthly overhead
fee to cover clerical and other personnel costs, Estimated at approximately $120,000,
legal, accounting and bookkeeping fees and assuming that the Company is able to
expenses and office rent, in an amount equal to sell product.
$10,000. This includes one staff member.

By subscribing for the purchase of any of the Class A Units offered hereby, an investor will be
consenting to the payment by the Company of the above-described fees and compensation to the Manager and its
Affiliates.

Except for the compensation or remuneration disclosed above in this Memorandum, neither the Manager nor
its managers, officers, employees, agents, or advisors, or any of their respective Affiliates, are participating, directly or
25
indirectly, in any other compensation or remuneration with respect to this Offering or in connection with the
operations of the Company.
CONFLICTS OF INTEREST

The Manager will have various conflicts of interest in managing the Company and exercising its powers and
authority under the Operating Agreement. These conflicts include, but are not necessarily limited to the following:

Conflicts in General. The interests of the Members of the Company may be inconsistent with those of the Manager or its
Affiliates when the Manager must make policy decisions on behalf of the Company. The Manager, for instance, might
choose to develop a Product, even though it may require relatively extensive involvement, or the Manager may desire to
sell off a Product at a time when a sale might not be optimal in terms of the price that may be obtained for the Product,
because of the interest of the Manager or its Affiliates in receiving compensation on the acquisition or sale of the Product.
The Manager will have the discretion as to which Products are to be sold and or distributed at its decisions with respect to
such matters may result in a conflict of interest. However, the Manager will, nevertheless, be required to make any such
decisions upon the best interests of the Company and its Members, as a whole, because of the fiduciary duty which it owes
to its Member’s. See “FIDUCIARY RESPONSIBILITY OF THE MANAGER” at page 20 above.

Competition for Management Service. The Operating Agreement provides that the Manager is obligated to devote
only as much time to the business and affairs of the Company as the Manager, in its sole discretion, deems to be reasonably
required for the proper management of the Company and its assets. In addition, the Manager’s officers are engaged in other
businesses. As a result, the Company will compete with those other businesses for the time and resources of those
officers. As a result, those officers will have conflicts of interest in allocating management time, services, and functions
among the Company and their other existing businesses, as well as any business or projects they may undertake in the
future. The Manager and its officers believe that they have the time and resources to discharge their responsibilities to the
Company notwithstanding their participation in other business enterprises.

The Manager and its Affiliates, and any Member of the Company may engage for its own account, or for the
account of others, in other business ventures or enterprises, whether energy or otherwise, and neither the Company, its
Affiliates nor any Member of the Company shall be entitled to any interest therein solely by reason of any relationship with
or to each other arising from their interests in the Company.

Receipt of Compensation by the Manager. The payments to the Manager set forth under “Compensation to be
Paid to the Manager and Its Affiliates” have not been determined by arms-length negotiations and a substantial portion
of that compensation will be paid whether or not the Company is profitable.

Competition by the Company with other Affiliated Companies for Purchase and/or Sale Products. The
Manager, or its officers or Affiliates may (i) manage or possess, for their own account or for the account of others, interests
in other ventures and entities which have the same or similar business purposes as that of the Company and (ii) invest, in
the future, for its own benefit or for the benefit of others, in other products similar to and/or in likeness to the Products.
However, neither the Manager nor any of its Affiliates will purchase assets from, sell assets to, or otherwise engage in
transactions with the Company for profit, except as explicitly allowed in the Operating Agreement. Nevertheless, conflicts of
interest may arise between the Company and the Manager or its Affiliates with regard to the operation, maintenance, and sale
of the Products. If such conflicts do arise, the Manager will endeavor to resolve them in a manner which is fair and equitable
to the Member’s and which is consistent with the Managers fiduciary duty to the Company.

26
 MANAGEMENT

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management of Financial Condition and Results of Operations and other parts of this
Memorandum contain forward-looking statements that involve risks and uncertainties. The
Company’s actual results may differ materially from those discussed herein. Factors that could cause
or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” and
“Business,” as well as those discussed elsewhere in this Memorandum.

STRENGTHS & WEAKNESSES

A marketing analysis of Desert Health Worldwide reveals a company with tremendous

opportunities in an industry that is fraught with multiple business risks and challenges. The
Health and Wellness Products market is poised for tremendous growth in the next decade and
Desert Health Worldwide is one of a handful of companies that is staking a claim to this market in
the world market. The company’s location in the heart of Arizona and is a world leader in the push
for Health and Wellness Products, will also ensure a ready market for its products. The company is
in a strong position to establish partnerships with other companies in this industry, thus enhancing its
chances for full commercialization of its products and/or an excellent exit strategy down the road. The
Company has intentionally structured itself to take advantage of a window of opportunity that has
been created by the consumer demand for new products in the Health and Wellness Products
Industry.

Strengths

Desert Health Worldwide key strength is its proprietary technology that is now being protected
by several patent applications. Desert Health Worldwide ties to multiple labs and research facilities and
Universities will also ensure continued research and development of its technology process. There is no
doubt that the company’s technical team has the necessary intellectual depth and experience to fully
develop this technology backed in part by a dynamic management team with extensive links in the national
and international business community. The technical consortium that the company has assembled will also
ensure a rigorous and timely validation of its technology.

We avoid the use of exclusive agreements, except where exclusivity’s are needed to
justify the up front investment. We will structure business arrangements that are not only fair to
all, but we will exercise our role to keep the agreements fair in a changing market. People honor
fair agreements. People figure out ways of getting out of agreements that are not fair.

Weaknesses

Desert Health Worldwide, LLC has limited significant experience in managing the
financing, marketing and operation of commercial health and wellness Products Company.
Successful commercial operations of a health and wellness products company depends on a
variety of factors, many of which are outside the control of the company. There is no
guarantee at this stage that successful implementation of the Company’s products will occur
including reactions successfully tested in the laboratory. The Company may also be subject to
delays or cost overruns resulting from: 1) shortages of equipment, materials or skilled labor; 2)
unscheduled delays in the delivery of ordered materials and equipment; 3) laboratory and research
problems, including those relating to the commissioning of newly designed products; 4) work

27
 stoppages; 5) weather interference; 6) unanticipated cost increases; and, 7) difficulty in obtaining
necessary permits or approvals for sales in international venues.

BUSINESS

Desert Health World Wide, Inc. (DHWW) is an emerging developmental stage company. Since its
inception Desert Health has worked hard to establish its brand and logos in foreign markets and then
present U.S. manufactured nutraceutical products to these foreign markets. Registrations have already been
acquired in over 30 countries worldwide with more countries being added. The reason behind this is to
make product registration and approval quicker and easier for our various partners and distributors. This is
a win-win situation for both Desert Health and our clients in that the preliminary work has already been
done, and the customer can then begin working on specific product approval with their particular country’s
government agency. Once a customer does this they effectively become Desert Health’s business partner,
as everything will be registered in both Desert Health’s name as well as the customer’s name. If a customer
were to decide to leave Desert Health they would incur heavy expenses in that they would have to begin the
process all over. They would have to pay for new registration documents and legal work as well as
reformulating and finding a new manufacturer. Along with the best prices in the industry and excellent
product quality, we feel this helps secure a strong relationship with our customers. This goes along with
Desert Health’s belief in developing a strong working relationship and a friendship with our customers
worldwide. Also, the company has worked on the development of certain plant and plant extracts that is
widely used throughout the United States and Europe to improve physical conditioning and overall health.
The strategy has been and still is the commercialization of natural product lines. In the United States,
Dietary supplements are considered food products under the Dietary Supplement Health and Education Act
of 1994 (DSHEA) and as such, are not regulated by the FDA and do not require FDA approval prior to
commercialization. Desert Health World Wide, Inc. (DHWW) is an emerging developmental stage
company.

Since its inception Desert Health has worked hard to establish its brand and logos in foreign
markets and then present U.S. manufactured nutraceutical products to these foreign markets. Registrations
have already been acquired in over 30 countries worldwide with more countries being added. The reason
behind this is to make product registration and approval quicker and easier for our various partners and
distributors. This is a win-win situation for both Desert Health and our clients in that the preliminary work
has already been done, and the customer can then begin working on specific product approval with their
particular country’s government agency. Once a customer does this they effectively become Desert
Health’s business partner, as everything will be registered in both Desert Health’s name as well as the
customer’s name. If a customer were to decide to leave Desert Health they would incur heavy expenses in
that they would have to begin the process all over. They would have to pay for new registration documents
and legal work as well as reformulating and finding a new manufacturer. Along with the best prices in the
industry and excellent product quality, we feel this helps secure a strong relationship with our customers.
This goes along with Desert Health’s belief in developing a strong working relationship and a friendship
with our customers worldwide.

Also, the company has worked on the development of certain plant and plant extracts that is widely
used throughout the United States and Europe to improve physical conditioning and overall health. The
strategy has been and still is the commercialization of natural product lines. In the United States, Dietary
supplements are considered food products under the Dietary Supplement Health and Education Act of 1994
(DSHEA) and as such, are not regulated by the FDA and do not require FDA approval prior to
commercialization.

The company has successfully done this and has a strong and broad range of products that are ready
for export or domestic sale. The company has successfully done this and has a strong and broad range of
products that are ready for export or domestic sale.

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 Executive Officers

The following table identifies and sets forth information regarding the
Company’s manager and officers:

Name Position with Company

Johnny Shannon Managing Partner

Robert Wickman Manager
David Hawash COO
Al Linton CPA
Chalpin and Tom Legal
Richard H. Greenberg Consultant Finance/Acquisitions

Management Team

JOHNNY SHANNON

PROFILE:
Outstanding record of accomplishments and significant achievements in natural health care products (plant
and plant extracts) development, daily corporate operations, international organization and sales business
developer, facilitator interacting with all levels of business and management nationally and internationally,
cost containment focus and profit oriented and centered.

Founder, Managing Member:

2009 – Desert Health Worldwide, LLC

Start-up with January, 2010 benchmark date.
Business developed and products ready in three major areas:
Natural products – proprietary time tested and new formulas for today
and the future. Natural supplements, catering to specific health and
wellness concerns or problems.
Exotic products - exclusive ownership of renowned
Celebrity Fragrance, trade marked internationally.
Natural products for pets and the well-being of large and small
animals. Also, in development: animal pandemic control.
Registrations acquired in over 30 countries worldwide. Specific product
approval can now begin with each particular country's government agency.
Now has a strong and broad range of products that are ready for export or
domestic sale.

Core Products: The proprietary developer and beneficial owner of

these products or holds the exclusive rights to market these products through its network

29
 of partners and distributors in Europe and parts of Asia as well as the United States of
America.

2007-2008 – Research and development to ensure success in an emerging

developmental stage company utilizing over 35 years of knowledge and experience with
primary focus on national and international health and wellness needs and wants.
Reviewing all health and wellness products based on proven history and the development
of new formulas and enhancement of older owned products and finalizing product
development.
Development of appropriate joint-ventures, acquisitions and manufacturing and
distribution agreements.
Establishing national and international organization and sales networks.
Developing appropriate financing for new company.

PROJECTS:

1996-2006 Desert Health Products, Inc

Conducted 200 natural products export seminars worldwide for U.S. Commerce
Department.
Did successful Reg D 504
Royal Products, Inc. Branding

1991-1996 Baywood International. Inc

Did successful IPO
Joint venture created with Disneyland

1983 – 1991 Shannon Western International

Developed subsidiary MPI – created successful multi-level marketing system

1975 – 1983 JMJ Electronics Corporations

Developed High Tech, portable solid state energy with U.S. Dept of Energy.
Supplied various forms for electric vehicle conversion.
Created and developed drilling program for the product.
Built on oilfield and auto racing background.

OVERALL:
Has branded over 200 products nationally and internationally
Proprietary ownership of Trademarks, Copyrights, Patents and Branding
Developed worldwide business network

RORBERT B.WICKMAN

In 1938 accompanied my parents to South Africa where my father was an Evangelist. Lived in Durban,
Port Elizabeth, East London and Capetown.

1942- Returned to the US to enter the 5th grade. I had completed the first 3 grades in South Africa.

1948- Graduated from Elementary School-John Nevins Andrew in Takoma Park, Maryland.

1952- Graduated from High School- Takoma Academy, Takoma Park, MD

1956- Graduated from La Sierra College in Phoenix, Arizona with a B.S. Degree in Biology-
Pre-Med

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1956-1957 – Post Graduate work at Walla Walla College in WN.
Drafted into the army before finishing Thesis in Marine Biology.

1958- Medical Technician in the US Army.

1959- Entered Osteopathic School at the Kansas City College of Osteopathy & Surgery.
Worked as an Emergency Laboratory Technician at the North Kansas City Memorial Hospital while
attending classes during the day.

1963- Graduated from Osteopathic School with a D.O. Degree.

1963-1964- Interned at Tucson General Hospital on a Rotation Internship.

1964- Opened my first office as a doctor in Scottsdale,AZ and continued in Scottsdale until 1984.
During this period of time I was certified in Family Medicine.

1986-1987- Moved to Ecuador to work in a Maturation Laboratory for Ecuadminsa Company raising
Tiger Shrimp(Monodon)

1965-1982- Became proficient in alternative medicine which was the biggest part of my practice.

1988- Bought a Chiropractor's office and finished my project to have a medical license to practice medicine
in Ecuador which I have done to present time in Quito,Ecuador.

I developed alternative medical techniques which were able to reverse many degenerative diseases
including Cancer, Arthritis, M.S., Lupus and Muscular Dystrophy without drugs. I learned how to practice
using frequency medicine of specific diseases.

With my success, patients came from the U.S., Europe, various countries in South America plus the local
population of Ecuador. My cancer cure rate was established at better than 80% cured with no remissions.

I am a current member of “Who's Who in America” a current Diplomatic member of United Nations
Registry.

I'm an international speaker in Alternative Medicine and give lectures in Florida and Arizona.

I travel to the U.S. Several times a year to attend Medical conferences and enlighten patients who want to
find cures for their various diseases.

DAVID S. HAWASH

PROFILE: Comprehensive experience in management, leadership, sales, customer service,

marketing and new business development in the banking industry, including competitive
market/demographic research and strategic planning.

Highly proficient in effective hiring, training, coaching and managing all aspects of retail
banking including sales, customer service and operations.

Experience in opening multiple new banking center locations, including two successful
bank acquisitions, with enhanced employee development and high client retention.

Skilled in bringing individuals to become as a cohesive team to set, reach, and exceed
goals put in place while enhancing skill sets, behaviors and completed objectives
collectively.

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 Proven and consistent results to increase bottom line initiatives including sales goals,
managing budget, P & L, successful turnarounds and recognition from overall
achievements.

EXPERIENCE: MidFirst Bank, Scottsdale, AZ 2010

Assistant Vice President

Responsible for all banking center operations, including hiring, training, scheduling and
supervision of 9-11 employees in sales, customer service experiences and new account
openings.
 Established the Scottsdale location with exceeded expectations for the Pre Grand
Opening events, VIP Reception, and Grand Opening day.
 Assisted in 14 openings of new banking center locations across Arizona.
 Involved and supported two bank acquisitions of Union Bank and Community
Bank of Arizona.
 Implemented Teller sales model across Arizona Retail Banking.
 Achieved the largest deposit portfolio growth of 2010 in Retail Banking
companywide, up over $25 Million to a total of $64 Million in deposits in less
than 18 months.
 Achieved the largest new account acquisition companywide, up over 850
accounts for a total of over 2,100 accounts opened in less than 18 months.

Wells Fargo Bank, N.A., Phoenix, AZ 2004-2010

Branch Manager
Responsible for sales, customer service, operations, coaching, mentoring and managing
10-12 employees.
 2007 Arizona National Annual Recognition Winner.
 2007 Semi-Annual Regional Recognition Winner.
 Ranked #1 companywide in percentage for overall metrics in 4th Quarter 2007.
 Received a 97% audit score.
Service Manager
 Managed, led and inspired five to six tellers.
 Provided continual training and coaching of current and new employees.
 Completed 95% of all operational tasks with a 97% audit score two times in a
row.
 2006 Semi-Annual Regional Recognition Winner.
 Top Service Manager of 2nd Quarter 2006.
 Promoted to Branch Manager.
Personal Banker
Spearheaded outbound sales activities, focusing on building new and current customer
relationships while providing exceptional customer service experiences.
Opened and serviced accounts for personal and business clients.
 Market Champion of 3rd Quarter 2004.
 Top Personal Banker of 2nd Quarter 2004.
 Promoted to Service Manager.
Teller/Lead Teller
 Assisted clients on an individual and personal basis to suit their needs while
presenting features and benefits of products to clients.
 2003 Arizona National Annual Recognition Winner.
 2003 and 2004 Semi-Annual Regional Recognition Winner.
 Top Lead Teller Winner for 1st, 2nd, 3rd and 4th Quarter of 2003.
 Promoted to Personal Banker.

32
EDUCATION: University of Phoenix, Phoenix, Arizona October 2008

Masters of Business Administration

University of Phoenix, Scottsdale, Arizona June 2006

Bachelor of Science Degree: Business Management

SUMMARY OF FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarizes certain United States federal income tax
considerations generally applicable to persons considering the acquisition of the Class A Units. The
discussion does not deal with all of the tax considerations that might be relevant to specific investor
in the Company. This summary does not address any state, local or foreign tax considerations or
any U.S. federal alternative minimum tax considerations.

ALL PERSONS CONSIDERING AN INVESTMENT IN THE COMPANY ARE ADVISED

TO CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE SPECIFIC U.S. FEDERAL,
STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM RESULTING FROM
THE ACQUISITION AND OWNERSHIP OF UNITS IN THE COMPANY.

The discussion that follows, except to the extent specifically provided, assumes that each
Member of the Company is a U.S. citizen or resident individual, or a U.S. incorporated entity and is
not a tax exempt entity (including a pension plan, IRA, or similar entity) or a foreign person. The
discussion applies only to Members who hold their respective interests in the Company as “capital
assets” within the meaning of Section 1221 of the Code and does not address the tax consequences
that may be relevant to members in special tax situations, including, for example, banks, insurance
companies, dealers, or other financial institutions, or Members who hold their interest in the
Company as part of a hedge, straddle or conversion transaction. The discussion is based on current
law as contained in United States federal statutes, regulations, administrative rulings and judicial
decisions. Future changes to the law may, on either a prospective or a retroactive basis, give rise to
materially different tax consequences. No tax rulings have been or will be requested from the United
States tax authorities and no legal opinions have been obtained as to any matter and there can be no
assurance that taxing authorities will not successfully assert a position contrary to one or more of
those summarized below.

Classification of the Company

Under the “check-the-box” federal income tax regulations, the entity affirmatively elects to
be treated as a partnership for such purposes. The Company has made such an election. On this
basis, the Company should be classified as a partnership for U.S. federal income tax purposes.

Taxation of the Company and the Members

In General. The Company itself will not be treated as a taxable entity, for federal income tax
purposes because, as noted above, because of its status as a partnership for tax purposes, rather the
profits and losses of the Company will “pass-through” to each Member in proportion to each
Member’s interest in the Company. Each Member will be required to report on his, her or its own
income tax return the Company’s income, gain, loss, deduction and credits, or items thereof (each as
determined according to the Company’s Operating Agreement) for any taxable year of the Company
ending with or within its taxable year. The Manager, on behalf of the Company, makes all elections
for tax reporting purposes and those elections will be binding on the Company’s entire Member’s.

33
 Characterization of the Company’s Profits, Losses, Gains and Losses. The Company generally
expects that its recognized profits and losses from operations will be characterized as ordinary
profits and losses for U.S. federal income tax purposes and that gains and losses from the sale or
disposition of any of the Company’s assets will generally be characterized as capital gains or losses
(except to the extent that proceeds from the sale of a dealer are attributable to “unrealized receivables”
or inventory under Section 751 of the Code, in which case such amounts will be treated as ordinary
income). Generally, capital gain will be “long-term” and (with respect to non-corporate taxpayers)
eligible for preferential long-term capital gains tax rates if the property giving rise to such capital
gain was held for more than one (1) year.

Limitations on Deductions. The ability of certain Members to deduct or otherwise utilize

their respective Units of the Company’s items of losses or deduction, and their ability to deduct
certain other expenses relating to an investment in the Company, may be limited by special
provisions of the Code, including, but not limited to, the following:
Adjusted Basis Limitations. A Member of the Company may not deduct losses in
excess of the adjusted basis of its interest in the Company, as measured at the end of the
year in which the loss is incurred.
Losses in excess of a Members adjusted basis in its interest in the Company may be carried
over to succeeding taxable years when the same limitation will apply.

Limitations on Capital Losses. The Company’s share of net capital losses allocated to
a Member for a taxable year is deductible by a Member who is an individual is deductible only
to the extent of such individual Member’s capital gains in such year, plus Three Thousand
Dollars ($3,000) and an individual Member is entitled to carry forward any unused capital
losses indefinitely to succeeding years. The Company’s share of net capital losses
allocated to a Member for a taxable year is deductible by a corporate Member only to the
extent of that corporation’s capital gains in such year. A corporate Member is generally
entitled to a three (3) year carry back and a five (5) year carry forward of any unused capital
losses.

Other Limitations. Any particular Member’s share of the Company’s items of loss or
deduction with respect to any period may be subject to additional limitations on deduction
thereof, including, but not limited to, potential application of limitations imposed on items
derived from “passive” activities. Each member of the Company should consult its own tax
advisor regarding the deductibility of any of the Company’s items of loss or deduction
which are allocable to such Member.

Taxation of Distributions. Whether a particular distribution by the Company to its

Member’s causes the Member receiving it to realize taxable income or loss depends upon whether
such Member continues to hold an interest in the Company after the distribution (i.e., whether the
distribution “liquidates” the Member’s interest in the Company).

Non-Liquidating Distributions. Where a Member of the Company continues to hold

interests in the Company after a withdrawal of funds or other distribution, a distribution
generally will cause that Member to realize taxable income only if and to the extent the cash
distributed exceeds that Member’s adjusted basis in its interest in the Company. If the
Company were to incur any debt, then, for these purposes, any decrease in a Member’s share
of any such debt will be treated as a distribution of cash to that Member. Distributions not in
complete liquidation of a Member’s interest in the Company will not result in the realization
of taxable losses. Cash distributions will reduce the receiving Member’s adjusted basis in
its interest in the Company. Taxable gain upon a distribution would generally be taxable as
short-term or long-term capital gain, depending upon the Member’s holding period for its
interest in the Company. However, to the extent the Company holds “unrealized
receivables” (generally defined as the right to payment not yet realized as the result of the
sale of non-capital assets or services rendered) or certain “inventory” at the time of such

34
 distribution, Section 751 of the Code would re-characterize a portion of such gain as
ordinary income.

Liquidating Distributions. When a Member withdraws from the Company

completely (or the Member’s interest in the Company is terminated because the Company is
liquidated), as with non-liquidating distributions, the Member will generally recognize gain
only to the extent the cash distributed exceeds the adjusted basis in such Member’s interest
in the Company. Unlike non-liquidating distributions, however, loss may be recognized if
no property other than cash is distributed and the cash distributed is less than the
Member’s basis in its interest in the Company. If property other than cash is distributed,
although gain will be recognized to the extent the amount of cash distributed exceeds the
member’s adjusted basis in its interest in the Company, no loss will be recognized,
regardless of the value of the non-cash property distributed. The Member’s basis in non-
cash property so distributed will be equal to the adjusted basis of its interest in the Company
immediately before the distribution, decreased (but not below zero) by the amount of any
cash received in the liquidation.

Sale of Units. The sale of Units by a Member to a purchaser other than the Company will
generally result in capital gain or capital loss to such Member measured by the difference between
the amount realized on the sale and such Member’s adjusted basis in the Units sold by the Member.
Any such capital gains could, with respect to non- corporate taxpayers, potentially be subject to
preferential “long-term” capital gains tax rates if the selling Member’s holding period in the Units
that are sold exceeds one (1) year. However, to the extent that the Company was determined to hold
“unrealized receivables” (generally meaning the right to payment not yet realized as the result of
non-capital assets on services rendered) or certain “inventory” at the time of such a sale, Section
751 of the Code would re-characterize a portion of such gain as ordinary income.

Member’s Adjusted Basis in the Company. In general, a Member’s adjusted basis in its
interest in the Company will equal such member’s initial basis in the Company interest (i.e.,
cash contributed to the Company)

increased by (a) any further capital contributions, (b) such Member’s distributive share of Company
income and gain, including tax-exempt income (as determined under the Operating Agreement) and
(c) any increase in such Member’s share of any debt of the Company, and decreased (but not below
zero) by (x) the amount of any cash distribution to such Member , (y) such Member’s distributive
share of any deductions or losses of the Company, and (z) any decrease in such member’s share of
any debt of the Company.

Administrative Matters. For U.S. federal income tax purposes, each Member of the
Company must either report all items of income, gain, loss, expense, deduction or credit of the
Company consistently with the treatment of such items by the Company or disclose specifically in its
tax return any differences between the manner in which the Company treats an item and the
treatment of such item by such Member on its tax return. Such disclosure may be necessary to avoid
penalties for understatement of taxes.

In general, in the event of a controversy with the Internal Revenue Service (“IRS”), the tax
treatment of all items of the Company will be determined in a unified audit of the Company, rather than
through audits of the individual Members. Company audits will generally be handled by the “Tax
Matters Member” or “TMS,” but other members will be entitled to participate in the audit and
appellate conference. The Manager has been designated by the Company Operating Agreement as
the TMS. If a deficiency is proposed by the IRS, a notice of final corporation administrative
adjustment will be issued. The TMS can contest that determination on behalf of the Company and
its Members in the Tax Court or other court of its choice. If the TMS chooses to contest the
deficiency, other Members can join the proceeding, but cannot bring separate actions.

35
Special Tax Rules for “Tax Exempt” Investors

Special tax rules would potentially apply to any Investor in the Company which is an
employee benefit plan, individual retirement account, retirement Company, charitable organization
or foundation or other entity which is exempt from U.S. federal income taxation pursuant to Section
501(a) of the Internal Revenue Code (collectively, “Tax- Exempt Investors”). Although these entities
are generally exempt from U.S. federal income taxation, the U.S. tax laws provide that such entities,
despite such tax-exempt status, will nonetheless be subject to U.S. taxation (and concomitant reporting
obligations) on their “unrelated business taxable income” or “UBTI” under Section 511 of the
Internal Revenue Code. Subject to certain exceptions, a Tax-Exempt Investor’s allocable share of
items of the Company’s income, gain or profit, in whole or in part, would likely be considered
“unrelated business taxable income,” and, to such extent, would give rise to U.S. income tax
liabilities and reporting obligations. THUS, EACH TAX-EXEMPT INVESTOR SHOULD
CONSULT ITS OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF AN
INVESTMENT IN COMPANY.

SUMMARY OF THE OPERATING AGREEMENT

The rights and obligations of the Members and the Manager of the Company will be
governed by the Operating Agreement which is set forth in its entirety at the end of this
Memorandum as Exhibit A. Prospective investors should review the Operating Agreement carefully
before subscribing for the purchase of Units in this offering. The following is a summary of certain of
the terms and provisions of the Operating Agreement, which does not purport to be complete and
which is qualified in its entirety by reference to the Operating Agreement. Capitalized terms used,
but are not otherwise defined in this Section, have the same respective meanings given to such terms in
the Operating Agreement.

Duration of the Company’s Existence

The Operating Agreement provides that the term or duration of the Company’s existence
shall be a period of nine (9) years, subject to the right of the Manager to extend the term for up to an
additional one (2) year.

Company’s Principal Offices and Agent for Service of Process

Until changed by action of the Manager, (i) the Company’s principal offices will be located
at 6401 East Gelding Drive, Scottsdale, Arizona 85254, and (ii) the Company’s registered agent for
service of process will be Johnny Shannon.

Capital Contributions, Percentage Interests and the Class A Members’ Preferred Return

The Company is offering hereby a minimum of 250,000 and up to a maximum of

2,000,000 Class A Units (the “Class A Units”) in the Company, to a limited number of investors
that meet the investor suitability standards for this Offering.

The aggregate “Percentage Interest” of the Class A Units, as a group, will be 100%. The
Class A Members, as a group, will each be entitled to receive 100% of the distributions of
Distributable Cash (as defined below) made by the Company to its Member’s, in cash, to each Class A
Member of (i) an amount equal to each Class A Member’s capital contribution (which is the purchase
price paid by the Member for his/her Class A Units), plus (ii) his or her “Preferred Return” which
will be an amount equal to six percent (6%) per annum of the Member’s “Adjusted Capital
Contribution”. For purposes of calculating the Preferred Return, a Class A Member’s “Adjusted
Capital Contribution” generally shall mean the amount of that Member’s unreturned capital
contribution. For example, if a Class A Member’s capital contribution totaled $500,000 and the
Member received distributions of Distributable Cash (other than tax distributions) in the amount of
$100,000, that Member’s Adjusted Capital Contribution would then be $400,000.

36
 Accordingly, until the Class A Members have received distributions of Distributable Cash
equal to their Preferred Return and their respective Capital Contributions.

Allocations of Profits and Losses and Cash Distributions

Allocation of Profits and Losses. Profits or losses will be allocated in accordance with a
Member’s right to receive distributions as discussed below, except as may otherwise be provided in
the Operating Agreement.

Distributions of Distributable Cash.

The Operating Agreement defines “Distributable Cash” to mean the amount of cash
received by the Company from its operations and from the sale of Company assets, less all operating
expenses and less amounts that are set aside for reserves, contingencies and anticipated obligations,
each as determined by the Manager.

Distributable Cash will be distributed, at such time or times, as determined by the Manager,
to the Members in the following order of priority:

(A) First, to the Class A Members, to the extent of, and in accordance with,

their respective Adjusted Capital Contributions;

(B) Second, to the Class A Members, to the extent of, and in accordance with, their
Preferred Return; and

(C) Third, from and after such time as the Class A Members have received
distributions of Distributable Cash equal to the sum of their Preferred Return plus their respective
Capital Contributions, Distributable Cash will be distributed to the Class A Members in proportion to
their respective Percentage Interests in the Company, which will be determined by dividing the number
of each Member’s Units by the total number of Class A Units outstanding.

Tax Distributions. To the extent of Distributable Cash, the Company will distribute to all
Members and the Manager amounts as appropriate to allow Members and the Manager to pay taxes
on income of the Company allocated to them for income tax purposes.

Tax Election. The Company has elected to be taxed as a Corporation for income tax
purposes and the Manager will be the Tax Matters Member of the Company.

Limitation of Liability of Member. No Member shall, solely by reason of his or her status as a
Member of the Company, have any personal liability whatsoever, whether to the Company or any
creditor of the Company, for the debts or other obligations of the Company or any of its losses
beyond the amount of the Member’s capital contribution to the Company.

Admission of New Members. Additional Persons may be admitted to the Company as

Members on such terms and conditions as shall be determined by the Members.

Restrictions on Transfers of Units by the Members. A Member may not sell or otherwise
transfer his or her Units, in whole or in part, without the prior approval of the Manager, which it may
withhold in its sole and absolute discretion. If a transfer of any Units by a Member is approved by
the Manager, the transferee of those Units will be entitled to receive distributions and allocations
with respect to those Units, but will not be entitled to any of the rights of a Member under the
Operating Agreement or applicable law unless that transferee is admitted to the Company as a
Substitute Member, in accordance with the terms of the Operating Agreement, which requires the prior
approval of the Members.

37
 Management. Day to day management of the Company is vested in the Manager. The
Company currently has one Manager. Subject to certain limitations imposed on the Manager by the
Operating Agreement, the Manager has the full and exclusive right and power to manage and
control, and, within its discretion, to make all decisions and take any action, as it deems necessary or
appropriate, in connection with the Company’s business. However, approval of the Member’s, by the
affirmative vote or written consent of the holders of a simple majority of the outstanding Member
Units is required before the Manager may: (a) do any act in contravention of the Operating Agreement;
(b) change or reorganize the Company into another legal form; or (c) do any act for which a legal
requirement of approval of the Member may not be legally altered by the Operating Agreement.
Each Member’s voting rights are the same as that Member’s percentage share in the Company at the
time of such vote.

Removal and Election of Manager and Increase in Number of Officers. Following the
completion of the sale of any of the Class A Units in this private placement, the Manager may be
removed or replaced, only upon the affirmative vote of the majority of the Members.

Indemnification. The Operating Agreement provides that the Company will be required to
indemnify the Manager and its Members for and against any and all demands, claims, suits
(collectively, “Actions”), and all damages, judgments, settlements, losses, liabilities and costs and
expenses, including attorneys fees (“Liabilities”), incurred by the Manager or such officers, provided
that: (i) prior to taking the action or engaging in the conduct that caused such Actions or
Liabilities, the Manager believed, in good faith, that it was acting in the best interests of the
Company, (ii) Actions and Liabilities were not the result of gross negligence or willful misconduct
by the Manager or its officers; and (iii) such indemnification is recoverable out of the assets of the
Company and not from the Members. The Company may enter into separate indemnification
agreements with the Manager and its officers in furtherance of their rights to indemnification under
the Operating Agreement and the Manager may, in its discretion, obtain insurance, at the expense of
the Company, to protect the Manager and its officers against Actions and Liabilities they may incur in
connection with the performance of their duties with or for the Company.

Confidentiality. Members in the Company will have access to certain specialized knowledge,
confidential or proprietary information and trade secrets of the Company (the “Confidential
Information”). Accordingly, by entering the Operating Agreement, each Member will
acknowledge and agree, as more fully set forth in the Operating Agreement, that such
Confidential Information gives the Company a competitive advantage over others who do not have
that Information, that the Company would be irreparably harmed if the Confidential Information were
disclosed to any other persons or used for the benefit of any Member for its own account or benefit
or for the benefit of any other person or entity, and that such Member will hold all Confidential
Information in trust and confidence for the Company and will not: (i) use the Confidential
Information for any purpose (other than for the benefit of the Company); or (ii) disclose to any
Person or entity any such Confidential Information; (iii) will sign a Non-Compete Non Disclosure
Agreement.

Company Books and Records, The Company’s Operating

Agreement provides that: Records. The Company will maintain at

its principal office all of the following:

 A list of the names and last known addresses, and the respective capital contributions,
capital accounts and Percentage Interests of each Member;
 Copies of the Company’s Articles of Organization and the Operating Agreement and
any and all amendments thereto; and

38
  Copies of the Company’s financial statements and its federal, state, and local income
tax or information returns and reports.

Member’s Inspection Rights and Reports to be provided to Member’s.

Inspection Rights. Each Member, on reasonable request and subject to such reasonable
requirements and standards (which may include a requirement that the Member enter into a
Confidentiality Agreement with the Company) as the Manager may from time to time establish, will
have the right to inspect, for purposes reasonably related to the Member’s interest as a Member of
the Company, the documents identified above under the caption “Company Books and Records”
and information regarding the status of the Company’s business to the extent reasonably related to
the purpose of that inspection, subject to .

Reports to the Members. The Company will furnish, to each Member (but not to a
permitted transferee of a Member who has not become, with the approval of the Manager, a
Substitute Member) the following tax information and financial statements and reports:

 Within 90 days after the end of the Company’s fiscal year, information necessary for
the Member’s to prepare their respective Federal income tax returns.

 Within 120 days after the end of each of the Company’s fiscal years, (i) an annual
report containing (i) unaudited financial statements, comprised of a balance sheet,
statement of income or loss, statement of members’ equity, and a statement of changes in
financial condition, prepared in accordance with generally accepted accounting
principles, (ii) a report on the activities of the Company during the period covered by
the report, (iii) a schedule of all compensation paid and distributions made to the Manager
, including a description of the services performed and identifying the source of each
distribution, and (iv) a
schedule of all distributions to the Members, identifying the source of each and the
dollar amount attributable to each source.

Dissolution of the Company. The Operating Agreement provides that the Company will
dissolved, on the first to occur of the following: (i) the affirmative vote or written consent of the
holders of a majority of the then outstanding Class A Units; (ii) with the approval of the Manager
once the Company has sold or otherwise disposed of all or substantially all of its properties and
other assets (other than cash and cash equivalents); (iii) the expiration of the term of the
Company’s existence, or (iv) the entry of a decree of judicial dissolution pursuant to applicable
California law. Upon the occurrence of the first of those events to occur, the Manager will be
responsible for winding up the Company’s affairs in an orderly manner, liquidating any of its
remaining assets, and satisfying the claims of its creditors, including debts owed to any of its Members
or their affiliates in their capacity as creditors of the Company. The Operating Agreement provides that
if any funds remain thereafter, such funds will be distributed to the Members with positive Capital
Accounts in accordance with the ratio of the Members Capital Account balances (which Capital
Account balances to reflect the priority applicable to cash distributions, as described above).

39
 ADDITIONAL INFORMATION

Investors will have the opportunity to ask questions of and to receive answers from the
Manager or its officers concerning the Company and its proposed business, and the terms and
conditions of this Offering and to obtain any additional relevant information to the extent we
possess such information or can obtain it without unreasonable effort and expense.

APPENDIX A

AN OPERATING AGREEMENT

BUSINESSPLAN

SPREADSHEETS / FINANCIALS

OTHER INFORMATION

40
 OPERATING AGREEMENT

OF

Desert Health Worldwide, LLC

A Arizona Corporation

Dated October 10, 2010

THE INTERESTS REPRESENTED BY THIS ARIZONA CORPORATION OPERATING AGREEMENT

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER
APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM. THESE
INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A
VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE SOLD, MORTGAGED, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH INTERESTS UNDER THE SECURITIES ACT OF 1933 AND THE
REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND
COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS.
 Table of Contents

Page

1. ORGANIZATION ........................................................................................................................... 1
1.1 General................................................................................................................................ 1
1.2 Business Purpose ................................................................................................................ 1
1.3 Name and Address of Company ......................................................................................... 1
1.4 Term.................................................................................................................................... 1
1.5 Required Filings.................................................................................................................. 1
1.6 Registered Agent ................................................................................................................ 1
1.7 Tax Status ........................................................................................................................... 1
2. DEFINITIONS................................................................................................................................. 1
3. CAPITAL......................................................................................................................................... 5
3.1 Capital Contributions.......................................................................................................... 5
3.2 Interest ................................................................................................................................ 6
3.3 Withdrawal and Return of Capital...................................................................................... 6
3.4 Capital Accounts................................................................................................................. 6
4. FINANCIAL .................................................................................................................................... 6
4.1 Accounting Method ............................................................................................................ 6
4.2 Fiscal Year .......................................................................................................................... 6
4.3 Expenses of the Company................................................................................................... 6
4.4 Net Income, Net Loss, Nonrecourse Deductions and Distributions................................... 6
4.5 Curative Allocations ........................................................................................................... 9
4.6 Loss Limitation................................................................................................................... 9
4.7 Tax Elections .................................................................................................................... 10
5. MANAGEMENT........................................................................................................................... 10
5.1 Management of the Company........................................................................................... 10
5.2 Election of Manager. ........................................................................................................ 10
5.3 Responsibilities of the Prsident/Board ............................................................................. 10
6. LIABILITY, RIGHTS, AUTHORITY, AND VOTING OF MEMBERS..................................... 11
6.1 Liability of Members ........................................................................................................ 11
6.2 Members are not Agents................................................................................................... 11
6.3 Voting ............................................................................................................................... 11
6.4 Meetings of Members ....................................................................................................... 11
6.5 Limitation of Rights of Members ..................................................................................... 11
6.6 Return of Distributions ..................................................................................................... 11
6.7 Resignation or Withdrawal of a Member ......................................................................... 11
7. AMENDMENTS ........................................................................................................................... 12
7.1 Amendments/Required Consent ....................................................................................... 12
8. TRANSFERS OF CLASS A UNITS............................................................................................. 12
8.1 Assignment of Class A Units............................................................................................ 12
8.2 Substituted Sharholders. ................................................................................................... 13
9. ADMISSION OF NEW MEMBERS: ISSUANCE OF CLASS A UNITS ................................... 13
9.1 Admission ......................................................................................................................... 13
9.2 Equity Incentive Plan........................................................................................................ 13
10. REFERENCE TO A MEMBER .................................................................................................... 13
11. BOOKS AND RECORDS............................................................................................................. 13
11.1 Records ............................................................................................................................. 13
11.2 Inspection.......................................................................................................................... 14
11.3 Provision of Reports ......................................................................................................... 14

(i)
 Table of Contents
(continued)
Page
12. DISSOLUTION AND TERMINATION OF THE COMPANY ................................................... 14
12.1 Events Causing Dissolution.............................................................................................. 14
12.2 Certificate of Dissolution ................................................................................................. 14
12.3 Distribution on Dissolution .............................................................................................. 14
13. INDEMNIFICATION.................................................................................................................... 15
13.1 General.............................................................................................................................. 15
13.2 Advancement of Expenses................................................................................................ 15
14. REPRESENTATION AND WARRANTIES OF MEMBERS. Each Member hereby
represents, warrants and covenants to the Company that, as of the date hereof: .......................... 15
14.1 Investment Representation................................................................................................ 15
14.2 Sophistication of the Member........................................................................................... 15
14.3 No Public Market.............................................................................................................. 16
14.4 Speculative Investment ..................................................................................................... 16
15. MISCELLANEOUS……………………………………………………………………………............... 16
15.1 Counterparts...................................................................................................................... 16
15.2 Binding on Successors...................................................................................................... 16
15.3 Severability ....................................................................................................................... 16
15.4 Notices .............................................................................................................................. 16
15.5 Captions ............................................................................................................................ 16
15.6 Gender............................................................................................................................... 17
15.7 Choice of Law................................................................................................................... 17
15.8 Entire Agreement.............................................................................................................. 17
15.9 Waiver............................................................................................................................... 17
15.10 Further Assurances ........................................................................................................... 17
15.11 Arbitration ........................................................................................................................ 17
15.12 Attorneys’ Fees................................................................................................................. 17

(ii)
 OPERATING AGREEMENT
OF
DESERT HEALTH WORLDWIDE, LLC
A Arizona Corporation

This Operating Agreement is made and entered into as of October 10, 2010 by and among the persons listed in
Exhibit A hereto (the “Members”). Certain capitalized words used herein have the meanings set forth in Section 2
hereof.

1. ORGANIZATION

1.1 General. Desert Health Worldwide, LLC (the “Company”) was formed as a Arizona
Corporation by the execution and filing of the Articles of Incorporation with the Arizona Secretary of State in
accordance with the Act, and the rights and liabilities of the Board of Directors shall be as provided in such Act, as may
be modified in this Agreement. In the event of a conflict between the provisions of the Act and the provisions of this
Agreement, the provisions of this Agreement shall prevail unless the Act specifically provides that an operating
agreement may not change the provision in question.

1.2 Business Purpose. The Company may engage in any business in which a Arizona
Corporation may engage, except that the Company shall not engage in the trust company business.

1.3 Name and Address of Company. The business of the Company shall be conducted under
the name “Desert Health Worldwide, LLC” and its principal executive office shall be at the address as determined from
time to time by the Manager.

1.4 Term. The term of this Agreement shall continue until June 30, 2011, unless (i) extended for
up to two (2) years by the Manager in the Manager’s/Boards sole and absolute discretion or (ii) terminated sooner in
accordance with the provisions of this Agreement.

1.5 Required Filings. The Manager shall cause to be executed, filed, recorded and/or published,
such certificates and documents as may be required by this Agreement or by law in connection with the formation and
operation of the Company.

1.6 Registered Agent. The Company’s initial registered agent shall be as provided in the
Articles. The registered agent may be changed from time to time by the Manager by causing the filing of the name of
the new registered agent in accordance with the Act.

1.7 Tax Status. The Board of Directors intends that the Company be treated as a Corporation
for federal and state income tax purposes. Accordingly, this Agreement shall be construed in a manner consistent with
the Company’s classification as a Corporation for federal and state income tax purposes at all times. Neither the
Company nor any Board of Directors shall take any action inconsistent with such classification.

2. DEFINITIONS

For purposes of this Agreement, the terms defined herein below shall have the following meaning unless the
context clearly requires a different interpretation:

2.1 “Act” shall mean the Beverly-Killea Limited Liability Company Act, codified in the Arizona
Corporation’s Code, Section 17000 et seq., as may be amended from time to time.

2.2 “Adjusted Capital Account Deficit” shall mean, with respect to any Member, the deficit
balance, if any, in such Members Capital Account as of the end of the relevant fiscal year, after giving effect to the
following adjustments:
 (a) Credit to such Capital Account any amounts which such Member is deemed to be
obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-
2(i)(5); and

(b) Debit to such Capital Account the items described in Sections 1.704-
1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Treasury Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of
Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith.

2.3 “Adjusted Capital Contributions” shall mean, with respect to a holder of Class A Units the
excess of (i) such Member’s money or property contributed to the Company as capital, including contributions when the
Company is formed, and later contributions, less any liabilities assumed by the Company pursuant to such contribution
over (ii) the sum of cumulative Distributions to such Member under Section 4.4(a)(i)(A).

2.4 “Affiliate” shall mean with respect to any person or entity: (a) any person or entity directly
or indirectly controlling, controlled by, or under control with such person or entity; (b) any person or entity owning or
controlling 10% or more of the outstanding voting securities or beneficial interests of such person or entity; (c) any
officer, director, general partner, manager, trustee, or anyone acting in a substantially similar capacity as to such person
or entity; (d) any person or entity who is an officer, director, general partner, manager, trustee, or holder of 10% or more
of the voting securities or beneficial interests of any of the foregoing; and (e) any person or entity related to such person
or entity within the meaning of Code Section 267(b).

2.5 “Agreement” shall mean this Operating Agreement of the Company.

2.6 “Articles” shall mean the Articles of Incorporation of the Company as filed with the Arizona
Secretary of State, as the same may be amended from time to time.

2.7 “Assignee” shall mean a person who has acquired Class A Units in the Company from a
Member or an Assignee but who is not a Substituted Member.

2.8 “Capital Account” of a Member shall mean the capital account of that Member determined
from the inception of the Company strictly in accordance with the rules set forth in Section 1.704-1(b)(2)(iv) of the
Treasury Regulations. In accordance with that Section of the Treasury Regulations, a Member’s Capital Account shall
be equal to the amount of money contributed by the Member and the initial Gross Asset Value of any property
contributed by the Member, increased by (a) allocations of Net Income to the Member, and (b) the amount of any
Company liabilities assumed by such Member or which are secured by any property distributed to such Member, and
decreased by (v) the amount of money distributed to the Member, (w) the Gross Asset Value of any property distributed
to the Member by the Company, (x) the Member’s share of expenditures of the Company described in Section
705(a)(2)(B) of the Code (including, for this purpose, losses which are nondeductible under Section 267(a)(1) or Section
707(b) of the Code), (y) the Net Loss allocated to the Member, and (z) the amount of any liabilities of such Member
assumed by the Company or which are secured by any property contributed by such Member’s to the Company. In
addition, the Capital Accounts of Member’s may be adjusted by the Manager to reflect a revaluation of Company assets
pursuant to subsection (b) or (c) of the definition of Gross Asset Value. The Capital Account of a Member shall be
further adjusted as required by Section 1.704-1(b)(2) (iv) of the Treasury Regulations. To the extent that anything
contained herein shall be inconsistent with Section 1.704-1(b)(2) (iv) of the Treasury Regulations, the Treasury
Regulations shall control. The Capital Account of an Assignee shall be the same as the Capital Account of the Member
from whom the Assignee acquired its interest, as further adjusted pursuant to this definition of Capital Account.

2.9 “Capital Contributions” shall mean the total cash investment and contribution to the capital
of the Company by the Member’s, as provided in Section 3.1.

2.10 “Class A Units” shall mean the Class A Units designated as A Class A Units and held by
Member’s as designated on Exhibit.

2
 2.11 “ A Class A Units” shall mean Class A Units designated as A Class A Units and held by
Members as designated on Exhibit. A Class A Units “generally are intended to qualify” as “profits interests” under
Revenue Procedure 93-27, and Revenue Procedure 2001-43, I.R.B. 2001-34.

2.12 “Code” shall mean the Internal Revenue Code of 1986, as amended to date, or corresponding
provisions of subsequent superseding revenue laws.

2.13 “Company shall refer to the Corporation created pursuant to the Articles as governed by this
Agreement.

2.14 “Company Minimum Gain” with respect to any taxable year of the Company shall mean
the “corporate minimum gain” of the Company computed strictly in accordance with the principles of Section l.704-2(d)
of the Treasury Regulations.

2.15 “Distributable Cash” shall mean the amount of cash received by the Company from
operations and the sale of Company assets, less all expenses attributable thereto, including the Management Fees and
other compensation listed in Section 5.5 of this Agreement, and less amounts set aside for reasonable reserves,
contingencies and anticipated obligations, each as determined by the Manager.

2.16 “Distributions” shall mean any cash (or property to the extent applicable) distributed to the
Members or Assignees arising from their ownership of Class A Units.

2.17 “Economic Risk of Loss” shall mean the “economic risk of loss” within the meaning of
Section 1.752-2 of the Treasury Regulations.

2.18 “Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for
federal income tax purposes, except as follows:

(a) The initial Gross Asset Value of any asset contributed by a Member to the Company
shall be the gross fair market value of such asset, as determined by the Manager;

(b) The Gross Asset Values of all Company assets shall be adjusted to equal their
respective gross fair market values, as determined by the Manager, as of the following times: (i) the acquisition of an
additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital
Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of property as
consideration for an interest in the Company; (iii) the liquidation of the Company within the meaning of Treasury
Regulations Section 1.704-1(b)(2)(ii)(g); and (iv) the grant of an interest in the Company as consideration for the
provision of services to or for the benefit of the Company; provided, however that the adjustments pursuant to clauses
(i), (ii) and (iv) above shall be made only if the Manager reasonably determines that such adjustments are necessary or
appropriate to reflect the relative economic interests of the Members in the Company;

(c) The Gross Asset Value of any Company asset distributed to any Member shall be
adjusted to equal the gross fair market value of such assets on the date of distribution as determined by the Manager; and

(d) The Gross Asset Value of Company assets shall be increased (or decreased) to
reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but
only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury
Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to
this subsection (d) to the extent the Manager determines that an adjustment pursuant to subsection (b) hereof is
necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this
subsection (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subsection (a), (b) or (d) of
this Section defining “Gross Asset Value,” such Gross Asset Value shall thereafter be adjusted by the depreciation taken
into account with respect to such asset for purposes of computing Net Income and Net Loss.

3
 2.19 “Indemnities” shall have the meaning ascribed to it in Section 13.1.

2.20 “Majority” or “Majority Vote” shall mean approval by the affirmative vote or written
consent of more than fifty percent (50%) of the total outstanding Class A Units entitled to vote on the matter based on a
one (1) vote per Share basis.

2.21 “Management Fees” shall have the meaning ascribed to in Section 5.5 hereof.

2.22 “Manager” shall mean Desert Health Worldwide, LLC, a Arizona Corporation.

2.23 “Member” shall mean any person admitted to the Company as a Member or Substituted
Member, and who has not ceased to be a Member.

2.24 “Stockholder Nonrecourse Debt” shall mean liabilities of the Company treated as
“stockholder nonrecourse debt” under Section 1.704-2(b) (4) of the Treasury Regulations.

2.25 “Stockholder Nonrecourse Deductions” shall mean in any Company fiscal year, the
Company deductions that are characterized as “stockholder nonrecourse deductions” under Section 1.704-2(i)(2) of the
Treasury Regulations.

2.26 “Net Income” and “Net Loss” shall mean the net book income or loss of the Company for
any relevant period. The net book income or loss of the Company shall be computed in accordance with Federal income
tax principles (i) under the method of accounting elected by the Company for federal income tax purposes, (ii) as
applied without regard to any re-characterization of transactions or relationships that might otherwise be required under
such tax principles, and (iii) as otherwise adjusted pursuant to the following provisions. The net book income or loss of
the Company shall be computed, inter alia, by:

(a) including as Net Income or Net Loss, as appropriate, any adjustment to the Gross
Asset Value of any Company asset pursuant to subsection (b) or (c) of the Section defining “Gross Asset Value”;
(b) including as income or deductions, as appropriate, any tax-exempt income and
related expenses that are neither properly included in the computation of taxable income nor capitalized for federal
income tax purposes;

(c) including as a deduction when paid or incurred (depending on the Company’s

method of accounting) any amounts utilized to organize the Company or to promote the sale of (or to sell) Class A
Units, except that amounts for which an election is properly made by the Company under Section 709(b) of the Code
shall be accounted for as provided therein;

(d) including as a deduction or loss any losses incurred by the Company in connection
with the sale or exchange of property, notwithstanding that such losses may be disallowed to the Company for federal
income tax purposes under the related party rules of Code Sections 267(a)(1) or 707(b) or otherwise;
(e) calculating the gain or loss on disposition of Company assets and the depreciation,
amortization or other cost recovery deductions, if any, with respect to Company assets by reference to their Gross Asset
Value rather than their adjusted tax basis;

(f) excluding any gain or income specially allocated under Sections 4.4(d), 4.5, and 4.6
hereof; and
(g) excluding Nonrecourse Deductions.

2.27 “Nonrecourse Deductions” in any fiscal year means the amount of Company deductions that
are characterized as “nonrecourse deductions” under Section 1.704-2(b)(1) of the Treasury Regulations.

4
 2.28 “Nonrecourse Liabilities” shall mean the liabilities of the Company treated as “nonrecourse
liabilities” under Section 1.752-1(a)(2) of the Treasury Regulations.

2.29 “Percentage Interest” shall mean with respect to each Member, the amount derived by
dividing the number of outstanding Class A Units (Class A Units) owned by such Member by the total number of issued
and outstanding Class A Units owned by all Members from time to time.

2.30 “Preferred Return” shall mean, with respect to a Member holding Class A Units, as of any
date of determination, the sum of an amount, calculated on a daily basis from the day on which such Member is treated
as making its Capital Contribution through the applicable date of determination, equal to six percent (6%) per annum of
such Stockholder’s Adjusted Capital Contribution. For the purpose of calculating the Preferred Return pursuant to this
paragraph, each subsequent Capital Contribution shall be treated as having been made on the last day of the calendar
month in which such Capital Contribution was required to be paid to the Company.

2.31 “Property” or “Properties” shall mean commercial properties or other similar industrial
properties acquired by the Company.

2.32 “Regulatory Allocations” shall have the meaning ascribed to it in Section 4.5.

2.33 “Subscription Agreement” shall mean with respect to a Member the agreement executed by
such Member to subscribe to purchase of Class A Units of the Company.

2.34 “Substituted Member” shall mean an Assignee who shall become a Member pursuant to
Section 8.2.
2.35 “Tax Distributions” shall have the meaning ascribed to it in Section 4.4(a)(ii).

2.36 “Tax Liability” shall have the meaning ascribed to it in Section 4.4(a)(ii).

2.37 “Treasury Regulations” shall mean the regulations of the United States Treasury
Department pertaining to the Code, as amended, and any successor provision(s).

2.38 “Share(s)” shall mean a unit of measurement by which a Member’s right to vote and to
participate in Net Income, Net Loss, Nonrecourse Deductions and Distributions shall be determined.

2.39 “Unpaid Preferred Return” shall mean with respect to each Member holding Class A Units,
as of any date of determination, the excess, if any, of (i) such Member’s Preferred Return, over (ii) the aggregate amount
of all payments made to such Member pursuant to Section 4.4(a)(i)(B).

3. CAPITAL

3.1 Capital Contributions.

(a) Initial Contribution. Each Member shall make an initial contribution to the capital
of the Company in the amount set forth on such Member’s Subscription Agreement, which amount shall be contributed
upon execution of this Agreement.
(b) Subsequent Contributions. No Member shall be required to contribute additional
capital to the Company. No Member shall be permitted to contribute additional capital or loan money to the Company
without the approval of the Manager, and on such terms as the Manager shall determine which terms may dilute the
interests of the other Members.

3.2 Interest. No Member shall receive interest on its contribution to the capital of the Company.

5
 3.3 Withdrawal and Return of Capital. Except as may be provided herein, no Member may
withdraw any portion of the capital of the Company, and no Member shall be entitled to the return of its contribution to
the capital of the Company except on dissolution of the Company.

3.4 Capital Accounts.

(a) Member Capital Accounts. An individual Capital Account shall be maintained for
each Member.
(b) Capital Account of Assignee. On any sale or transfer of any Class A Units, the
Capital Account of the transferor with respect to the Class A Units transferred shall become the Capital Account of the
Assignee or Substituted Member, as applicable, with respect to such Class A Units; as such Capital Account existed at
the effective date of the transfer of such Class A Units.

(c) Deficit Capital Account. Except as otherwise required by the Act, no Member
shall have any liability to the Company, to any other Member, or to the creditors of the Company on account of any
deficit Capital Account balance.

4. FINANCIAL

4.1 Accounting Method. The Company books shall be kept in accordance with the method of
accounting determined by the Manager.

4.2 Fiscal Year. The fiscal year of the Company shall end on December 31, unless the Manager
determines that some other fiscal year would be more appropriate and obtain the consent, if required, of the Internal
Revenue Service to use that other fiscal year.

4.3 Expenses of the Company. The Company shall pay or reimburse to the Members and
Manager for any and all expenses incurred by a Member or Manager on behalf of the Company including, but not
limited to, the organizational expenses of the Company (including legal and filing fees), the operational expenses of the
Company, and any expenses incurred in connection with investigating, purchasing, operating and disposing of any
Company property; provided, however, that a Member or Manager shall not incur expenses on behalf of the Company or
be reimbursed for any expenses that are not related to the business of the Company and shall only be reimbursed for
expenses approved by the Manager in accordance with Section 5.

4.4 Net Income, Net Loss, Nonrecourse Deductions and Distributions.

(a) Distributions.

(i) General. Other than “Tax Distributions” (as defined below in Section
4.4(a)(ii)) Distributable Cash shall be distributed at such times as determined by the Manager, and when distributed,
shall be distributed to the Members in accordance with the following order of priority:

(A) First, to the Members holding Class A Units, to the extent of, and
in accordance with, their respective Adjusted Capital Contributions;

(B) Second, to the Members holding Class A Units, to the extent of,
and in accordance with, their Unpaid Preferred Return; and thereafter

(C) Third, to the Members in accordance with their Percentage

Interests.
(ii) Tax Distributions. Notwithstanding anything to the contrary above in
Section 4.4(a)(i), the Manager shall distribute Distributable Cash to each Member in an amount sufficient to pay the
federal and state income tax on the taxable income allocated to them pursuant to this Agreement to provide cash for such

6
Member to pay taxes on the taxable income so allocated and not yet distributed (“Tax Distributions”). Tax Distributions
may be made at least annually so as to enable the Member to satisfy their annual federal and state tax payment
obligations; provided, however, Tax Distributions shall only be made to the extent that cumulative Distributions under
Section 4.4(a)(i) above are less than such Member’s Tax Liability (as defined below). Any amount distributed to a
Member pursuant to this Section 4.4(a)(ii) shall be treated as an advance against other Distributions to which the
Member is entitled and shall be credited against and subtracted from the other Distributions to which such Member is
entitled, which subtraction shall be from the next Distribution to which the Member is entitled and if any creditable
amount remains thereafter, from the next immediate distribution until fully credited. Any amount credited to a
Distribution pursuant to the foregoing sentence shall be deemed distributed for purposes of the Distribution against
which it is credited. The amount of any such Member’s “Tax Liability” shall be calculated (a) taking into account the
character of the cumulative Company net taxable income allocated to such, (b) Member taking into account the
deductibility (to the extent allowed) of state and local income taxes for United States Federal income tax purposes, and
(c) deducting from such income or gain the amount of net cumulative tax loss previously allocated to such Member in
prior fiscal years and not used in prior fiscal years to reduce taxable income. The calculation shall be made on the
assumptions that (i) taxable income or tax loss from the Company is the only taxable income or tax loss of the Member
(and the direct or indirect equity holders of such Member), and (ii) except as provided in clause (a) of this definition, the
Member is subject to tax at a rate equivalent to the maximum marginal combined federal and state income tax rate for an
individual residing in Arizona.
(iii) Withholding. The Company may be required under applicable state or
federal law to withhold on amounts distributed or allocated to a Member. In that event, the Manager may, but is not
required to either (i) make equivalent distributions to the non-affected Members, or (ii) require that the affected
Members immediately contribute the amount of withholding to the Company. Any amount withheld with respect to a
Member pursuant to this Section 4.4(a)(iii) (and which is not immediately contributed to the Company by such Member)
shall be treated as an advance against other Distributions to which the Member is entitled and shall be credited against
and subtracted from the other Distributions to which such Member is entitled, which subtraction shall be from the next
Distribution to which the Member is entitled and if any creditable amount remains thereafter, from the next immediate
distribution until fully credited. Any amount credited to a Distribution pursuant to the foregoing sentence shall be
deemed distributed for purposes of the Distribution against which it is credited.

(iv) Distributions in Kind. No right is given to any Member to demand or

receive property or cash other than as provided in this Agreement. The Manager may determine to make a Distribution
in kind of Company property to the Members, and such property shall be distributed such that the fair market value
thereof, as determined by the Manager, is distributed in accordance with Section 4.4(a)(i).

(b) Allocations of Net Income, Net Loss and Nonrecourse Deductions. Subject to
Sections 4.4(d), 4.5, and 4.6, items of Company Net Income, Net Loss, and Nonrecourse Deductions shall be allocated
among the Members in such a manner that the sum of (i) the Capital Account of each Member, (ii) such Member’s share
of Company Minimum Gain (as determined according to Treasury Regulation Section 1.704-2(g)), and (iii) such
Member’s Member nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)) shall be
equal to the respective net amounts, positive or negative, which would be distributed to them from the Company,
determined as if the Company were to (i) liquidate the assets of the Company for an amount equal to their book value
and (ii) distribute the proceeds of liquidation in accordance with Section 4.4(a)(i).

(c) Tax Allocations. Except for the allocations contained in Section 4.4(d)(i), all
income, gains losses, deductions and credits of the Company shall be allocated for federal, state and local income tax
purposes in accordance with the allocations of Net Income and Net Loss.

(d) Special Allocations The following special allocations shall be made:

(i) 704 Allocations. In accordance with Code Section 704(c) and the
Treasury Regulations there under, income, gain, loss, and deduction with respect to any property contributed to the
capital of the Company shall, solely for tax purposes, be allocated among the Member so as to take account of the
variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial
Gross Asset Value.

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 In the event the Gross Asset Value of any Company asset is adjusted due to a
revaluation of Company assets under Treasury Regulations Section 1.704-1(b)(2)(iv)(f), subsequent allocations of
income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis
of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section
704(c) and the Treasury Regulations there under.

Notwithstanding anything to the contrary herein, the Manager may allocate income,
gains, losses, deductions and credits of the Company pursuant to this Section 4.4(d)(i) to one or more Members in the
event of a redemption of all or any portion of a Member’s interest, in such manner as the Manager deems necessary to
equitably account for such items.
Any elections or other decisions relating to such allocations shall be made by the
Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to
this Section 4.4(d)(i) are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken
into account in computing, any Member’s Capital Account or share of Net Income, Net Loss, other items, or
distributions pursuant to any provisions of this Agreement.

(ii) Recapture. In the event that the Company has taxable income that is
characterized as ordinary income under the recapture provisions of the Code, each Member’s distributive share of
taxable gain or loss from the sale of Company assets (to the extent possible) shall include a proportionate share of this
recapture income equal to that Member’s prior share of prior cumulative depreciation deductions with respect to the
assets which gave rise to the recapture income.

(iii) Minimum Gain Chargeback. Except as otherwise provided in Section

1.704-2(f) of the Treasury Regulations, in the event that there is a net decrease in the Company Minimum Gain during
any taxable year, each Member shall be allocated items of income and gain for such year (and, if necessary, subsequent
years) in an amount equal to such Member’s share of the net decrease in such Company Minimum Gain during such year
in accordance with Section 1.704-2(g) of the Treasury Regulations. This Section 4.4(d)(iii) is intended to comply with
the minimum gain chargeback requirement of Section 1.704-2(f) of the Treasury Regulations and shall be interpreted
consistent therewith.
(iv) Member Minimum Gain Chargeback. Except as otherwise provided in
Section 1.704-2(i)(4) of the Treasury Regulations, in the event there is a net decrease in the minimum gain attributable
to a Member Nonrecourse Debt during any taxable year, each Member with a share of such minimum gain shall be
allocated income and gain for the year (and, if necessary, subsequent years) in accordance with Section 1.704-2(i) of the
Treasury Regulations. This Section 4.4(d)(iv) is intended to comply with the chargeback requirement of Section 1.704-
2(i)(4) of the Treasury Regulations and shall be interpreted consistent therewith.

(v) Qualified Income Offset. Any Member who unexpectedly receives an

adjustment, allocation, or distribution described in subparagraphs (4), (5) or (6) of Section 1.704-1(b)(2)(ii)(d) of the
Treasury Regulations, which adjustment, allocation or distribution creates or increases a deficit balance in that
Member’s Capital Account, shall be allocated items of “book” income and gain in an amount and manner sufficient to
eliminate or to reduce the deficit balance in that Member’s Capital Account so created or increased as quickly as
possible in accordance with Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and its requirements for a
“qualified income offset.” The Members intend that the provision set forth in this Section 4.4(d)(v) will constitute a
“qualified income offset” as described in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be
interpreted consistent therewith.
(vi) Member Nonrecourse Deductions. After the allocations of Net Loss and
Nonrecourse Deductions, Member Nonrecourse Deductions shall be allocated between the Members as required in
Section 1.704-2(i)(1) of the Treasury Regulations, in accordance with the manner in which the Member or Members
bear the Economic Risk of Loss for the Member Nonrecourse Debt corresponding to the Member Nonrecourse
Deductions, and if more than one Member bears such Economic Risk of Loss for a Member Nonrecourse Debt, the
corresponding Member Nonrecourse Deductions must be allocated among such Members in accordance with the ratios
in which the Members share the Economic Risk of Loss for the Member Nonrecourse Debt.

8
 (vii) Code Section 754 Adjustment. To the extent an adjustment to the
adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant
to Treasury Regulations Section 1.704-1(b)(2)(iv)3(m)(2) or Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to
be taken into account in determining Capital Accounts as a result of a distribution to a Member in complete liquidation
of his or her interest, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be
specifically allocated to the Members in accordance with their interests in the Company in the event Treasury
Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or the Members to whom such distribution was made in the event
that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(viii) Allocations Relating to Taxable Issuance of Company Interests. Any

income, gain, loss, or deduction realized as a direct or indirect result of the issuance of an interest in the Company to a
Member (the “issuance items”) shall be allocated among the Members so that, to the extent possible, the net amount of
such issuance items, together with all other allocations under this Agreement to each Member, shall be equal to the net
amount that would have been allocated to each such Member of the issuance items had not been realized.

(e) Varying Interests. Where any Members interest, or portion thereof, is acquired or
transferred during a taxable year or for any other purpose requiring the determination of Net Income, Net Loss or any
other items allocable to any period, the Manager may choose to implement the provisions of Section 706(d) of the Code
in allocating among the varying interests.

(f) Excess Nonrecourse Liabilities. Solely for purposes of determining a Members

proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Treasury Regulations
Section 1.752-3(a)(3), the Member’s interests in Company profits are in proportion to their Percentage Interests.

(g) Consent of Member. The Members are aware of the income tax consequences of
the methods, hereinabove set forth, by which Net Income, Net Loss and Distributions are allocated and distributed and
hereby agree to be bound by them in reporting them for income tax purposes. The Members hereby expressly consent to
such provisions as an express condition of becoming a Member.

4.5 Curative Allocations. The allocations set forth in Sections 4.4(d)(iii), (iv), (v), (vi) and (vii)
hereof and the allocations of Nonrecourse Deductions in Section 4.4(b) (the “Regulatory Allocations”) are intended to
comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent
possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of
other items of Company income, gain, loss, or deduction pursuant to this Section 4.5. Therefore, notwithstanding any
other provision of this Section 4 (other than the Regulatory Allocations), the Manager shall make such offsetting special
allocations of Company income, gain, loss or deduction in whatever manner they determine appropriate so that, after
such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the
Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and
all Company items were allocated pursuant to Section 4.4(b). In exercising their discretion under this Section 4.5, the
Manager shall take into account future Regulatory Allocations under Sections 4.4(d)(iii) and (iv) that, although not yet
made, are likely to offset Regulatory Allocations made under Section 4.4(b) and Section 4.4(d)(vi).

4.6 Loss Limitation. Net Loss and Nonrecourse Deductions allocated pursuant to Section 4.4(b)
hereof shall not exceed the maximum amount of Net Loss and Nonrecourse Deductions that can be allocated without
causing any Member to have an Adjusted Capital Account Deficit at the end of any fiscal year. In the event some but
not all of the Members would have Adjusted Capital Account Deficits as a consequence of allocations of Net Loss and
Nonrecourse Deductions pursuant to Section 4.4(b) hereof, the limitations set forth in this Section 4.6 shall be applied
on a Member by Member basis and Net Loss and Nonrecourse Deductions not allocable to any Member as a result of
such limitation shall be allocated to the other Members in accordance with the positive balances in such Member’s
Capital Accounts so as to allocate the maximum permissible Net Loss and Nonrecourse Deductions to each Member
under Treasury Regulations Section 1.704-1(b)(2)(ii)(d). If Net Loss or Nonrecourse Deductions are allocated to a
Member pursuant to this Section 4.6, thereafter income of the Company shall first be allocated between the Members to
offset in reverse order the allocations of Net Loss and Nonrecourse Deductions previously made pursuant to this Section
4.6.

9
 4.7 Tax Elections. The Manager shall, without further consent of the Members being required
(except as specifically required herein), have the authority to make any and all elections for federal, state, and local tax
purposes including, without limitation, any election, if permitted by applicable law, to adjust the basis of Company
property pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state or local law, in
connection with transfers of interests in the Company and Company distributions.

5. MANAGEMENT

5.1 Management of the Company. Subject to the provisions of this Agreement relating to
actions required to be approved by the Members, the operations and affairs of the Company shall be administered by the
Manager. Except as otherwise set forth in this Agreement, the Manager shall have all authority, rights, and powers
conferred by law and those necessary or appropriate to carry out the purposes of the Company as set forth in Section 1.2
hereof, and all such authority, rights and powers shall be exercised by or under the direction of the Manager. Without
limiting the foregoing, as a condition of becoming a Member of the Company and as consideration therefore, each
Member hereby expressly agrees that the Manager shall have all requisite power and authority to engage in all
transactions relating to the business of the Company, including the acquisition and sale of the Properties by the
Company, and hereby further agrees and consents to the payment of Management Fees and other compensation by the
Company to the Manager or its Affiliates in connection with any of the foregoing as provided in Section 5.5 below.

5.2 Election of Manager.

(a) Number. The initial number of Manager shall be one (1).

(b) Tenure. Unless the Manager resigns or is removed, the Manager shall hold office
for one year until he/she or a successor shall have been elected and qualified.

(c) Election; Qualifications of Manager. A Manager need not be a Member, an

individual, a resident of the State of Arizona, or a citizen of the United States. By executing this Agreement the
Members agree to the appointment of Jim Guthrie as Manager.

(d) Resignation. The Manager may resign at any time by giving written notice to the
Members. The resignation of the Manager shall not affect the Manager’s rights as a Member and shall not constitute a
withdrawal as a Member.

(e) Removal. The Manager may be removed with or without cause only pursuant to a
Majority Vote of the Members. The removal of a Manager who is also a Member, or associated with a Member, shall
not affect the Manager’s rights as a Member and shall not constitute a withdrawal of that Member.

(f) Vacancies. Any vacancy of the Manager occurring for any reason shall be filled by
appointment by the Members pursuant to a Majority Vote.

5.3 Responsibilities of the Manager. The Manager shall devote such time to administering the
business of the Company as the Manager reasonably deems necessary to perform its duties as set forth in this
Agreement. Nothing in this Agreement shall preclude the employment by the Company of any agent or third party to
provide services in respect of the business of the Company; provided, however, that the Manager shall continue to have
ultimate responsibility under this Agreement. The Manager shall cause to be filed such certificates or filings as may be
required for the continuation and operation of the Company as a Corporation in any state in which the Company elects to
do business.

5.4 Meetings of Manager. Nothing in this Agreement is intended to require that meetings of the
Manager be held, it being the intent of the Members that meetings of the Manager are not required. Any action required
or permitted to be taken by the may be taken by the Manager without a meeting. Such action by written consent shall
have the same force and effect as a validly approved action taken at a dully called meeting of the Manager.

10
 5.5 Appointment and Duties of Officers. In connection with the management of the operations
and affairs of the Company, the Manager may appoint such officers of the Company as it deems necessary, including but
not limited to a Manager, Vice Manager, Chief Financial Officer, and Secretary. Each officer shall exercise such powers
and perform such duties as are determined by the Manager, and if not specifically set forth by the Manager, each officer
shall have those duties and have such authority as is typically provided to an officer of a corporation holding the same
position. The Manager shall have the discretion to set the terms of employment of each officer, including, but not limited
to, the term of office and the compensation paid each officer. An officer need not be a Member of the Company.

6. LIABILITY, RIGHTS, AUTHORITY, AND VOTING OF MEMBERS

6.1 Liability of Member’s. Except as specifically provided in this Agreement or the Act, no
Member shall be liable for the debts, liabilities, contracts, or any other obligations of the Company except with respect
to their Capital Contributions as indicated herein. Only the Company or a Manager(and no third party creditor, either in
its own right or as a successor-in-interest of the Company, and including a trustee, receiver or other representative of the
Company or Member), shall be entitled to enforce the requirements to make Capital Contributions. The Members intend
and agree that the obligation of the Members to make Capital Contributions constitutes an agreement to make financial
accommodations to and for the benefit of the other Members and the Company.

6.2 Members are not Agents. Pursuant to Section 5, the management of the Company is vested
in the Manager. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any
Member in such capacity bind or execute any instrument on behalf of the Company, except as expressly provided in
Section 5.

6.3 Voting. The voting rights of the Members shall be based on the following:

(a) To the extent that holders of Class A Units in the Company are provided with the
right to vote hereunder or as required under the Act, such Class A Units shall have the right to vote on a one (1) vote per
Share basis. Assignees who have not become Substituted Members shall not be entitled to vote and any voting rights
associated with the Class A Units transferred to such Assignee shall remain with the transferring Member.

(b) Notwithstanding Section 7.3(a), any action in which the Members are entitled to
vote may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is
signed by those Members representing a Majority Vote (or such other requisite vote that would be necessary to authorize
or take such action at a meeting at which all Members entitled to vote thereon were present and voted). Each Member
shall be notified of any action so taken within thirty (30) days of its approval if such action is material to the operation of
the Company’s business, as determined by the Members.

6.4 Meetings of Members. The Manager shall have the discretion to call meetings of the
Members; however, nothing in this Agreement shall be interpreted to require that meetings of the Members be held, it
being the intent of the Members that meetings of the Members are not required.

6.5 Limitation of Rights of Members. No Member shall have the right or power to: (i)
withdraw or reduce its Capital Contribution, except as a result of the dissolution of the Company or as otherwise
provided in this Agreement or by law; (ii) bring an action for partition against the Company; or (iii) demand or receive
property in any distribution other than cash. Except as otherwise provided in this Agreement, no Member shall have
priority over any other Member either as to the return of Capital Contributions or as to allocations of the Net Income,
Net Loss or Distributions of the Company.

6.6 Return of Distributions. In accordance with the Act, a Member may, under certain
circumstances, be required to return to the Company, for the benefit of the Company’s creditors, amounts previously
distributed to the Member.

6.7 Resignation or Withdrawal of a Member. A Member shall not resign or withdraw as a

Member, without the unanimous written consent of all of the Manager.

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 7. AMENDMENTS

7.1 Amendments/Required Consent. This Agreement and the Articles may only be amended
by the Manager, with the written consent of a Majority Vote of the Members; provided, however, that the Manager may
amend this Agreement and the Articles without the consent of any Member to reflect the following:

(a) Permitted assignments of Class A Units pursuant to Section 8.1 and the substitution
of Assignees as Members pursuant to Section 8.2;

(b) Capital Contributions made pursuant to Section 3.1;

(c) To cure any ambiguity, or correct or supplement any provision herein which may be
inconsistent with any other provision herein or any provision of relevant law (including amendments to the allocations
provided herein that may be appropriate in view of the regulations under Section 704 of the Internal Revenue Code or
otherwise to comply with relevant law), provided that any such ambiguity or inconsistency is resolved in a manner which
the Manager believes in good faith to be neutral or favorable to the Member or required by law;

(d) To correct any printing, stenographic or clerical errors or omissions; or

(e) To make any other provision with respect to matters or questions arising under this
Agreement that will not be inconsistent with the provisions of this Agreement, in each case unless the change would
materially and adversely affect a Member and such Member objects, in writing, to such change within ten (10) days of
being advised thereof.

Provided, however, no amendment will be valid as to any Member without the written consent of such Member
if that amendment (i) alters or modifies the limited liability of the Member, (ii) alters a Member’s interest in Net Income,
Net Loss or Distributions, unless each Members interest is altered proportionately, or (iii) affects the status of the
Company as a partnership for federal income tax purposes.

8. TRANSFERS OF CLASS A UNITS

8.1 Assignment of Class A Units.

(a) Consent. Except as otherwise provided in this Agreement, no Member shall have
the right to assign, sell, hypothecate, transfer, or in any other way dispose of, whether voluntarily or involuntarily, the
whole or any part of his or her Class A Units, including, without limitation, such Member’s interest in Distributions, Net
Income, Net Loss or other items, without the consent of the Manager, which consent may be given in the
Manager’s/Board’s sole and absolute discretion. Any permitted transferee of Class A Units shall merely be an Assignee
possessing only an economic interest and shall not become a Substituted Member except upon compliance with Section
8.2. A Member assigning Class A Units in the Company to an Assignee shall not assign to, nor obligate is itself to act
on behalf of or upon the direction of that Assignee with regard to, the Member right:

(i) to require any information from the Company or obtain accountings of the
Company’s activities;

(ii) to inspect the Company’s books and records; or

(iii) to vote on any matter upon which a Member is entitled to vote pursuant to
either this Agreement or any applicable law.

(b) Distributions. A permitted Assignee shall be entitled to receive Distributions from

the Company attributable to the Class A Units acquired by reason of such assignment from and after the effective day of
the assignment of such Class A Units; however, anything herein to the contrary notwithstanding, the Company shall be
entitled to treat the assignor of such Class A Units as the absolute owner thereof in all respects, and shall incur no
liability for allocations of Net Income or Net Loss, Distributions or transmittal of reports and notices required to be

12
given to Members hereunder which are made in good faith to such assignor until such time as the written instrument of
assignment has been received by the Company and recorded on its books, and the effective date of assignment has
passed.

(c) Transfers Null and Void. Any transfer or attempted transfer in violation of this
Agreement shall be null and void and of no effect. Each Member acknowledges the reasonableness of the restrictions on
transfer imposed by this Agreement in view of the purposes of the Company, its status as a Corporation and the
relationship of its Member’s. The transfer restrictions contained herein are expressly consented to by each Member as an
express condition of becoming a Member.

(d) Members Wills. Each individual Member agrees to include in his will a direction
to the executor to comply with the provisions of this Agreement and to sell his Class A Units in accordance with this
Agreement. However, the failure of any Member to do so shall not affect the validity or enforceability of this
Agreement.

8.2 Substituted Members.

(a) Conditions of Substitution. An Assignee may have the right to become a

Substituted Member in place of his or her assignor only if all of the following conditions are first satisfied:

(i) Written Assignment. A duly executed and acknowledged written

instrument of assignment shall have been filed with the Company, which instrument shall specify the number of Class A
Units in the Company being assigned and which sets forth the intention of the assignor that the Assignee succeed to the
assignor’s Class A Units as a Substituted Member in his, her or its place;

(ii) Instruments of Substitution. The Assignee shall have executed and

acknowledged such other instruments as may be necessary or desirable to effect such substitution, including the written
acceptance and adoption by the Assignee of the provisions of this Agreement; and

(iii) Consent of the Manager. The written consent to such substitution shall
have been obtained from the Manager, the granting or denial of which shall be within the sole and absolute discretion of
the Manager.

9. ADMISSION OF NEW MEMBERS: ISSUANCE OF CLASS A UNITS

9.1 Admission. New Members may be admitted on such terms as the Manager may determine
from time to time without the consent of any other Member; provided, that, the Manager may not establish, hereafter, a
Class A Units superior to the rights of the Class A Units without the consent of the holders of a majority of the
outstanding Class A Units.

9.2 Equity Incentive Plan. The Manager may, but is not required; to adopt one or more equity
incentive plans or agreements under which Class A Units A or options to acquire A Class A Units may be granted to
employees and other service providers to the Company. The terms of such plans or agreements and such grants shall be
on such terms as determined by the Manager.

10. REFERENCE TO A MEMBER

Wherever the context requires, reference in this Agreement to a Member shall include an Assignee who does
not become a Substituted Member wherever such reference relates solely to an economic interest in the Company.

11. BOOKS AND RECORDS

11.1 Records. The Company shall keep at its principal office, or such other place as shall be
designated by the Manager, the following documents:

13
 (a) A current list of the full name and last known business, residence or mailing address
of each Member and Assignee set forth in alphabetical order, together with the number of Class A Units held by each
Member or Assignee;
(b) A current list of the full name and last known business, residence or mailing address
of each Manager, Member set forth in alphabetical order;

(c) A copy of the Articles and all amendments thereto, and executed copies of any
powers of attorney pursuant to which the Articles or any amendments thereto were executed;

(d) Copies of the Company’s federal, state and local income tax returns for the six (6)
most recent years;

(e) Copies of the original Agreement and all amendments to the Agreement, together
with any powers of attorney pursuant to which this Agreement or any amendment to the Agreement were executed;

(f) Copies of the financial statements of the Company, if any, for the six (6) most recent
fiscal years; and

(g) Books and records of the Company as they relate to the internal affairs of the
Company for at least the current and past four (4) years.

11.2 Inspection. Upon the request of a Member in writing and with the stated purpose of the
request reasonably related to the Member’s interest as a Member of the Company, the Company shall promptly make
available for inspection by the requesting Member or Assignee the information required to be maintained by
Section 11.1 to the extent reasonably related to the purpose of that inspection.

11.3 Provision of Reports. Within ninety (90) days of the end of the fiscal year, the Company
shall supply all other information necessary to enable the Member to prepare its federal and state income tax returns and
such other information as the Member may reasonably request for the purpose of enabling such Member to comply with
any reporting requirements imposed by any statute, rule, regulation or otherwise by any governmental agency or
authority.

12. DISSOLUTION AND TERMINATION OF THE COMPANY

12.1 Events Causing Dissolution. Notwithstanding any provisions of the Act, the Company shall
be dissolved and its affairs shall be wound up only upon the earliest to occur of the following events:

(a) The approval of the Manager and the affirmative consent of the Member’s pursuant
to a Majority Vote;

(b) The approval of the Manager once the Company has sold or otherwise disposed of
all or substantially all of its Properties and other assets (other than cash and cash equivalents);

(c) The expiration of the term of this Agreement as provided in Section 1.4; or

(d) Entry of a decree of judicial dissolution pursuant to Section 17351 of the Act.

12.2 Certificate of Dissolution. As soon as possible following the occurrence of any of the
events specified in Section 13.1, the Manager shall execute a certificate of dissolution in such form as shall be
prescribed by the Arizona Secretary of State and file such certificate as required by the Act.

12.3 Distribution on Dissolution. Upon a dissolution event described in Section 12.1, the
Manager shall take full account of the Company’s assets and liabilities, shall liquidate the assets as promptly as is

14
consistent with obtaining their fair value, or, if the assets cannot be sold, they shall be valued and distributed in kind, and
shall apply and distribute the proceeds or assets in the following order:

(a) To the payment of creditors of the Company;

(b) To the creation of any reserves which the Manager deems reasonably necessary for
any contingent or unforeseen liabilities or obligations of the Company. To the repayment of any outstanding loans made
by any Member to the Company; and

(c) To the Members with positive Capital Accounts in accordance with the ratio of their
Capital Account balances (which Capital Account balances are intended to reflect the priority to distributions in Section
4.4(a)(i)).

13. INDEMNIFICATION

13.1 General. The Company, its receiver or its trustee, shall indemnify, defend and save harmless
the Manager, Members, and their successors (“Indemnities”) from any liability, loss or damage incurred by any
Indemnities by reason of any act performed or omitted to be performed by any Indemnities in connection with the
business of the Company, including costs and attorneys’ fees and any amounts expended in the settlements of any claims
of liability, loss or damage; provided that if the liability, loss or claim arises out of any action or inaction of an
Indemnities: (a) such Indemnities must have determined, in good faith, that his or her course of conduct was in the best
interests of the Company; and (b) the action or inaction did not constitute fraud, deceit, breach of fiduciary duty, gross
negligence, reckless or intentional misconduct, willful malfeasance or willful violation of a law by such Indemnities;
and, provided further, that the indemnification shall be recoverable only from the assets of the Company and not any
assets of the Manager or Members. The Company may, however, purchase and pay for insurance, including extended
coverage liability and casualty and worker’s compensation, as would be customary for any person engaging in a similar
business, and name the Indemnities as additional or primary insured parties.

13.2 Advancement of Expenses. The Company shall advance all expenses incurred by an
Indemnities in connection with the investigation, defense, settlement or appeal of any civil or criminal action or
proceeding referenced in Section 13.1 hereof. The Indemnities shall repay such amounts advanced only if, and to the
extent that, it shall ultimately be determined that such Indemnities is not entitled to be indemnified by the Company as
authorized hereby. The advances to be made hereunder shall be paid by the Company to the Indemnities within ten (10)
days following delivery of a written request therefore by the Indemnities to the Company.

14. REPRESENTATION AND WARRANTIES OF MEMBERS. Each Member hereby represents,

warrants and covenants to the Company that, as of the date hereof:

14.1 Investment Representation. Such Member has acquired or is acquiring his, her or its Class
A Units in good faith for his, her or its own personal account, for investment purposes only and not with a view to or for
the distribution, resale, subdivision, fractionalization or disposition thereof, and such Member has no present interest of
selling or otherwise distributing such Class A Units. Such Member is or will be the sole party in interest in his, her or its
Class A Units and as such is or will be vested with all legal and equitable rights in such Class A Units.

14.2 Sophistication of the Member. Such Member either has a pre-existing personal or business
relationship with the Company or its Manager, or any of the officers or members of the Board of Directors of the
Company or, by reason of his, her or its business or financial experience or the business or financial experience of his,
her or its professional advisors, who are unaffiliated with and not compensated by the Company, directly or indirectly,
has the capacity to protect his, her or its own interests in connection with this investment. Such Member is able to bear
the economic risk of an investment in his, her or its Class A Units and can afford to sustain a total loss on such
investment. The nature and amount of such Member’s investment in such Class A Units is consistent with his, her or its
investment objectives, abilities and resources. Such Member is an “Accredited Investor” within the meaning of
Regulation D under the Securities Act of 1933, as amended.

15
 14.3 No Public Market. Such Member understands that there is no public market for his, her or
its Class A Units and it is expected that there will be no such market in the future. Such Member has been advised that
his, her or its Class A Units have not been registered under the Securities Act of 1933, as amended, and that such Class
A Units must be held indefinitely unless they are subsequently registered under the Securities Act of 1933, as amended,
or an exemption from such registration is available, and understands that the Company is under no obligation to register
such Class A Units or to comply with any exemption from such registration requirement. In addition, such Member
understands that the transferability of his, her or its Class A Units are and will be further restricted by this Agreement
which, among other things, requires that any sale or assignment of his, her or its Class A Units will require the consent
of the Manager, which it may withhold in its sole and absolute discretion, and may be subject to certain other terms and
conditions. Thus, such Member realizes that he, she or it cannot expect to be able to liquidate his, her or its investment
in the Company readily, or at all, in the case of an emergency.

14.4 Speculative Investment. Such Member recognizes that an investment in the Company is
speculative in nature and involves a high degree of risk, and it has carefully considered the risk factors involved. These
factors include, without limitation, the fact that the business of the Company is in the formative stages and that the
Company’s initial capitalization may be insufficient to satisfy the Company’s working capital requirements.

15. MISCELLANEOUS

15.1 Power of Attorney. Each Member irrevocably constitutes and appoints the Manager, with
full power of substitution and re-substitution, that Member’s true and lawful attorney, for that Member and in that
Member’s name, place and stead, and for that Member’s use and benefit, to sign, execute, deliver, certify, acknowledge,
swear to, file, record and publish (a) a counterpart signature page of this Agreement, in the name and stead of such
Member, to evidence his membership, as a Member of the Company, (b) all conveyances, assignments, documents of
transfer or other instruments and documents necessary to effect the assignment of an interest in the Company, the
substitution of a Member, the admission of a Member to the Company or the dissolution and termination of the
Company in accordance with this Agreement, and (c) all filings and submissions pursuant to any applicable law,
regulation, rule, order, decree or judgment which, in the Manager’s opinion, may be necessary or advisable in
connection with the Company’s affairs. The power of attorney granted herein is coupled with an interest, secures the
obligations of each Share to and the rights of the Company and the other Members, shall be irrevocable, shall survive
any Member’s death, disability or incapacity, shall be deemed given by each assignee and successor of each Member
and may be exercised by the Manager by listing on, or attaching a list thereto of, any or all of the names of the Members
and executing such amendments, certificates, instruments and other documents with the signature by or on behalf of the
Manager, as attorney-in-fact for all of the persons whose names are so listed.

15.2 Counterparts. This Agreement may be executed in several counterparts and all so executed
shall constitute one Agreement, binding on all of the Members, notwithstanding that all of the Members are not
signatory to the original or the same counterpart.

15.3 Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit
of the successors and permitted assigns of the Members.

15.4 Severability. If any provision of this Agreement is declared by a court of competent

jurisdiction to be void or unenforceable, such provision shall be deemed severed from the remainder of this Agreement
and the balance of this Agreement shall remain in effect.

15.5 Notices. Unless otherwise specifically provided, all notices and demands required to be
given hereunder shall be deemed to be duly given at the time of delivery if such notice or demand is personally
delivered, or forty-eight (48) hours after mailing if such notice or demand is deposited with the United States Postal
Service, postage prepaid, for mailing via certified mail, return receipt requested, to the Manager and to the Members at
the address maintained by the Company for that person or at any other address that he or she specifies in writing.

15.6 Rules of Interpretation and Captions. No provision of this Agreement shall be construed
against a party, due to an ambiguity herein or otherwise, by reason of the fact that such provision may have been drafted
by counsel for such party. For purposes of this Agreement: (i) the term “including” shall mean “including without

16
limitation” or “including but not limited to”; (ii) the term “or” shall not be deemed to be exclusive; and (iii) the terms
“hereof,” “herein,” “hereinafter,” “hereunder,” and “hereto,” and any similar terms shall refer to this Agreement as a
whole and not to the particular Section, paragraph or clause in which any such term is used, unless the context in which
any such term is used clearly indicates otherwise. The Section and paragraph headings in this Agreement are inserted
for convenience of reference only and shall not affect, nor shall be considered in connection with, the construction or
application of any of the provisions of this Agreement. Whenever required by the context, the masculine gender shall
include the feminine and neuter genders, and vice versa.

15.7 Choice of Law. This Agreement shall be construed under the laws of the State of Arizona.

15.8 Entire Agreement. This Agreement contains the entire understanding among the Members
and supersedes any prior written or oral agreements between them respecting the subject matter contained herein. There
are no representations, agreements, arrangements or understandings, oral or written, between and among the Members
relating to the subject matter of this Agreement that are not fully expressed herein.

15.9 Waiver. No waiver of any breach or default of this Agreement by any party hereto shall be
considered to be a waiver of any other breach of default of this Agreement.

15.10 Further Assurances. Each party hereto agrees to perform any further acts and to execute
and deliver any further documents which may be reasonably necessary to carry out the provisions of this Agreement.

15.11 Arbitration. Except as otherwise specifically provided in this Agreement, any controversy
between the parties arising out of this Agreement, shall be submitted to the American Arbitration Association for
binding arbitration in the appropriate county in the State of Arizona. The costs of the arbitration, including any
American Arbitration Association administration fee, the arbitrator’s fee, and costs for the use of facilities during the
hearings, shall be borne equally by the parties to the arbitration. Attorneys’ fees will be awarded pursuant to the
appropriate legal Section (s) hereof. The provisions of the Arizona Code of Civil Procedure apply to the arbitration.
The arbitrator shall not have any power to alter, amend, modify or change any of the terms of this Agreement nor to
grant any remedy which is either prohibited by the terms of this Agreement, or not available in a court of law.

15.12 Attorneys’ Fees. In the event that any dispute between the Company and the Members or
among the Members should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to
recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party,
including without limitation, reasonable attorneys’ fees and expenses, all of which shall be deemed to have accrued upon
the commencement of such action or arbitration and shall be paid whether or not such action is prosecuted to judgment.
For purposes hereof, “prevailing party” shall mean the party who is determined in the proceeding to have prevailed or
who prevails by dismissal, default or otherwise. Any judgment or order entered in such action shall contain a specific
provision providing for the recovery of attorney fees and costs incurred in enforcing such judgment and an award of
prejudgment interest from the date of the breach at the maximum rate of interest allowed by law

[Signature Pages Follows]

17
IN WITNESS WHEREOF, the parties have signed this Agreement on the date first above-written.

MEMBERS

Desert Health Worldwide, LLC

a Arizona Corporation

By:

Its:

[COUNTERPART SIGNATURE PAGES OF MEMBERS FOLLOW ON SUCCEEDING PAGES]

18
 OPERATING AGREEMENT
OF
DESERT HEALTH WORLDWIDE, LLC

SIGNATURE PAGE FOR MEMBERS

Individual Member:

Signature Signature (if joint purchase)

Name (please print) Name (please print)

Date Date

*Corporate or Entity Member:

Name of Corporation or other Entity (please print or type)

By: By:
Name: Name:
Title: Title:
Date: Date:

* If Purchaser is a corporation, two duly authorized officers of the corporation must sign this Signature Page.

S-1
 EXHIBIT A

DESERT HEALTH WORLDWIDE, LLC

As of _________ __, 201_

[To be Completed Upon the Sale of the Class A Units and Maintained in the Records of the Company]

A
Percentage
Members Capital Contributions Class A
Interest
Units

Management
$ __._%

$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Totals $ 100.0%

A-1
2
 DHWW BUDGET

MO 1 MO 2 MO 3 MO 4 MO 5 MO 6 MO 7 MO 8 MO 9 MO 10 MO 11 MO 12 TOTALS YEAR 2 YEAR 3

REVENUE
PRODUCT,LICENSE, SER. FEES 50,000 62,500 78,125 97,656 122,070 152,588 190,735 238,419 298,023 372,529 465,661 582,077 2,710,383 3,387,979 5,928,963
SHIPPING 5% 2,500 3,125 3,906 4,883 6,104 7,629 9,537 11,921 14,901 18,626 23,283 29,104 135,519 169,399 296,448

TOTAL REVENUE 52,500 65,625 82,031 102,539 128,174 160,217 200,272 250,340 312,924 391,155 488,944 611,180 2,845,902 3,557,378 6,225,411

COST OF GOODS
PRODUCT COST 35% 17,500 21,875 27,344 34,180 42,725 53,406 66,757 83,447 104,308 130,385 162,981 203,727 948,634 1,185,793 2,075,137
SHIPPING 7% 3,500 4,375 5,469 6,836 8,545 10,681 13,351 16,689 20,862 26,077 32,596 40,745 189,727 237,159 415,027
LITERATURE / LABELS / ETC 1% 500 625 781 977 1,221 1,526 1,907 2,384 2,980 3,725 4,657 5,821 27,104 24,802 24,802
PROMOTIONAL ITEMS 1% 500 625 781 977 1,221 1,526 1,907 2,384 2,980 3,725 4,657 5,821 27,104 24,802 24,802
CREDIT CARD PROCESSING 1% 500 625 781 977 1,221 1,526 1,907 2,384 2,980 3,725 4,657 5,821 27,104 24,802 24,802
COMMISSIONS 5,000 6,250 7,813 11,719 14,648 18,311 22,888 28,610 35,763 52,154 65,193 81,491 349,839 349,839 349,839
10% 12.0% 12% 14.0%

TOTAL COST OF GOODS 27,500 34,375 42,969 55,664 69,580 86,975 108,719 135,899 169,873 219,792 274,740 343,425 1,569,511 1,847,196 2,914,409

GROSS PROFIT 25,000 31,250 39,063 46,875 58,594 73,242 91,553 114,441 143,051 171,363 214,204 267,755 1,276,391 1,710,182 3,311,002

RENT 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 18,000 18,000 18,000
PAYROLL & BENEFITS 15,000 15,750 16,538 17,364 18,233 19,144 20,101 21,107 22,162 23,270 24,433 25,655 238,757 238,757 238,757
TELEPHONE (+ 4% PER MO) 500 520 541 562 585 608 633 658 684 712 740 770 7,513 7,513 7,513
UTILITIES (ON 2000 SQ FEET) 300 300 300 300 300 300 300 300 300 300 300 300 3,600 3,600 3,600
SOFTWARE 250 250 250 250 250 250 250 250 250 250 250 250 3,000 3,000 3,000
OFFICE SUPPLIES (+$50 MO) 350 400 450 500 550 600 650 700 750 800 850 900 7,500 7,500 7,500
PAYROLL TAXES 8% 1,200 1,260 1,323 1,389 1,459 1,532 1,608 1,689 1,773 1,862 1,955 2,052 19,101 19,101 19,101
EXPANSION COSTS (R&D) 10% 1,000 1,100 1,210 1,331 1,464 1,611 1,772 1,949 2,144 2,358 2,594 2,853 21,384 21,384 21,384
INSURANCE Liab./D&O 3,500 3,500 3,500 3,500 3,500 3,500 3,500 3,500 3,500 3,500 3,500 3,500 42,000 42,000 42,000
TRAVEL (+$500 PER MONTH) 750 1,250 1,750 2,250 2,750 3,250 3,750 4,250 4,750 5,250 5,750 6,250 42,000 42,000 42,000
SALARIES & MANAGEMENT 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 30,000 360,000 360,000 360,000
ACCOUNTING 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 1,500 18,000 18,000 18,000
LEGAL 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 120,000 120,000 120,000
MARKETING ADVERTISING 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 10,000 120,000 120,000 120,000

TOTAL OPERATING 75,850 77,330 78,861 80,447 82,090 83,795 85,564 87,402 89,313 91,301 93,372 95,530 1,020,855 1,020,855 1,020,855

NET CASH FLOW -$50,850 -$46,080 -$39,799 -$33,572 -$23,496 -$10,552 $5,989 $27,039 $53,738 $80,062 $120,832 $172,225 $255,536 $608,003 $1,255,804
PROFIT MARGIN -97% -70% -49% -33% -18% -7% 3% 11% 17% 20% 25% 28%

12/17/2010 file:///C:/Users/jongot/Desktop/PPM/Copy of DHWW Budget (3 Year).xls

The fight that our bodies endure each and every day can be described as being 'at war'. By
this, it is meant that the body is constantly under attack from things that are trying to do it
harm. These include toxins, bacteria, fungi, parasites and viruses. All of these can, under the
right conditions, cause damage and destruction to parts of the body and if these were left
unchecked, the human body would not be able to function. It is the purpose of the immune
system to act as the body's own army, in defense against this constant stream of possible
infections and toxins.

What is the best support for our bodies in this ongoing 'war'? Desert Health Worldwide in
association with Dr. Bob Wickman is making available this special proprietary blend of all
natural ingredients that we call Dr. Bob's Immune Support.

Dr. Bob's Immune Support is a proprietary blend of the following ingredients:

• Green Tea Extract

• Pomegranate Concentrate
• Resvertrol
• Quercitin
• Turmeric
• Coriolus Versicolor
• Chrysin
• Lecithin
• Milk Thistle
• Diindolylmethane

These ingredients are synergistically blended together in order to provide the most powerful
support to your body's immune system available today.
Below you can find more detailed information on each ingredient listed above and how each
individually can help support a healthy immune system. These properties in themselves offer
support but what makes Dr. Bob's even more powerful and unique is the the synergistic blend
of ALL these ingredients together in one capsule!
What is in Desert Health Worldwide's Immune Support Capsules?

Green Tea Extract

Green tea extract is the concentrate of the green tea leaf.

Green Tea Extract has the same high level of nutrients, as you
would get from loose green tea. These antioxidants are powerful,
fighting all types of illnesses as the result of free radical damage.
Free radicals have been heavily studied and with the unpaired
electron, they are extremely unstable. Eventually, free radicals
begin to cause a chain reaction whereby other molecules within
the body also become unstable. The good news is that Green Tea
Extract is loaded with antioxidants that help by neutralizing the
free radicals. Because of this, many types of health problems are
prevented or controlled.
Green Tea Extract helps to stimulate immune health, which is your body’s first line of defense
against disease and infection!

Green Tea Extract has many fine properties to support a healthy immune system!

Leukocytes patrol the body and protect it from germs and other foreign bodies. Each of these
targets specific pathogens like parasites, bacteria, fungi, allergies, pathogens, virus, tumor
cells, and other foreign bodies. Leukocytes are found all over the body and in the
bloodstream. These natural sentries of the body have an in-built memory system that helps
the body to become immune to a second attack.
Leukocytes recognize cells that are abnormal or are foreign to the body and then quickly work
to prevent them from invading your system.

This is basically how the immune system works. It is therefore very vital that we take pro-
active measures to support the function of our immune system.

The Green Tea Extract in Desert Health Worldwide's Immune Support will stimulate and
support your Immune System!

Pomegranate Concentrate

Pomegranate Juice has for centuries, been known for its antiviral,
antibacterial and anti fungal properties. This remarkable juice has many
antioxidant benefits.

Pomegranate Juice contains about three times the antioxidant activity

of other natural antioxidants. It is particularly high in polyphenols,
which act as antioxidants in helping to remove toxins known as free
radicals which can cause damage to the cells of the body.

Pomegranate Juice Concentrate is also high in potassium, vitamin C, vitamin A, vitamin E,

niacin (vitamin B3) and pantothenic acid (vitamin B5) to help in maintaining peak health of the
body and immune system.

Pomegranate has traditionally been used as a line of defense against internal parasites
setting up home in the body.

Also it has been used in the treatment of inflammation, rheumatism and sore throats. In more
recent times, it is being recognized as being beneficial in lowering blood pressure, reducing
plaque build up in the arteries and in maintaining heart health.

Resveratrol

Resveratrol is a natural antibiotic produced by plants. It can be found in many sources in the
human diet, such as grapes, peanuts, blue berries, white and red wine, etc.

Resveratrol has long been known to have verified positive impact on a variety of health
issues, most notably prevention and suppression of various cancers and heart disease.
Scientific studies have dramatically shown the impact resveratrol has on cancer cells and
lipoproteins.
Among the initial thoughts about resveratrol as being potentially
beneficial stems from observations of the French lifestyle. While
the French people and culture tend to consume foods higher in
fats than other countries, they have an lower incidence of heart
disease. Some have posited that lower levels of heart disease
are due to the frequent ingestion of red wine. While red wine
does have anti-coagulating effects, many feel that resveratrol
may also play a role. However, the amount of resveratrol in red
wine is not enough to make a big enough difference. And it
would seem as though the best common food source for
resveratrol in its natural state is peanuts. Peanuts contain higher
resveratrol content than berries or grapes.

Also, early studies have suggested resveratrol might be an potent antioxidant, may make is
easier to work out more, and may stem memory loss. There is also some evidence to support
this claim: resveratrol may increase the ability to fight retroviruses like HIV and herpes
simplex.
This list of resveratrol supplements benefits is combiled from a range of sources all stemming
from scientific studies from Harvard Medical School, Auburn University, Oregon State
University and other institutions that have research how resveratrol helps to extent and
improve life. There is tons of good information online and in your library; our goal is to
organize that information for you. Please let us know if we have left anything out.
Using Resveratrol includes eating and drinking delicious stuff. For instance: Red wine, white
wine, blueberries, grapes, cocoa and peanuts, just to name a few.
• Resveratrol may extend life in humans.
• Resveratrol may improve the lives of people who suffer from aging. Nature. 2006 Nov
1; Baur JA, Pearson KJ, et al. Department of Pathology, Paul F. Glenn Laboratories for
 the Biological Mechanisms of Aging, Harvard Medical School, 77 Avenue Louis
Pasteur, Boston, Massachusetts 02115, USA
• Resveratrol may help prevent colon cancer. This was demonstrated in a study on mice
performed by Coral Lamartiniere, at the Department of Pharmacology and Toxicology,
at University of Alabama at Birmingham.
• Resveratrol may help protect against Alzheimer’s. Gerontology. 2003 Nov-
Dec;49(6):380-3. Psychiatric Clinic, University of Basel, Basel, Switzerland.
• Resveratrol may reduce the growth of tumor’s. Clin Cancer Res. 2004 Mar
15;10(6):2190-202.
Quercetin

Quercitin is a naturally occurring flavonoid that can be found in food sources such as fruits
and vegetables. It is most commonly found in apples, onions, cherries, certain citrus fruits,
leafy vegetables, broccoli, raspberries, black tea, green tea, red wine and red grapes.

Quercetin can have positive effects in combating or helping to prevent cancer, prostatitis
(inflamation of the prostate gland), heart disease, cataracts, allergies/inflammations, and
respiratory diseases such as bronchitis and asthma and also can reduce blood pressure in
hypertensive subjects.
So just how does this powerful antioxidant Quercetin benefit your
immune system? Several studies have been conducted with
athletes. One such study, conducted by Dr. David Nieman of
Appalachian State University, had 40 bicyclists take 1000 mg of
Quercetin or a placebo daily for 3 weeks, before, during, and for 2
weeks after a 3 day period of hard training. The supplemented
group had a lower incidence of upper respiratory tract infection in
the two weeks following the hard cycling.

Quercetin increases absorption of Vitamin C and also has anti-viral properties therefore
providing strength and support to your immune system.

Turmeric

In India, it has been used for centuries to help treat various health
conditions while, at the same time, it is also widely used in Chinese
Medicine.
Turmeric has long been lauded for its healthful properties. Useful
nutrients contained within the herb are carbohydrates, fats, proteins,
vitamins and minerals. More specifically, it is a good source of vitamin
C and potassium.

Turmeric is said to help boost appetite, lower blood pressure, improve bile secretion and
reduce pain; it has anti-inflammatory effects, too.

Under the Ayurvedic system of healing, turmeric has been prescribed to treat a variety of
ailments, including digestive issues, menstrual problems, arthritis, infections, jaundice,
coughs and rheumatic pains. It is also used to cleanse the body. In Chinese medicine,
turmeric is used to deal with liver and gallbladder issues.

More recently, the positive effects of turmeric against cancer have been proven using modern
scientific protocols. In one specific study which was conducted on smokers, it was found that
turmeric supplements helped to significantly lower the excretion of certain possible cancer
indicators. In another study conducted on skin cancer patients who could not be helped by the
conventional cancer protocols of surgery, chemotherapy and radiation, turmeric supplements
or ointments helped to markedly lower the severity of their symptoms; this included factors
such as itching, pain levels and even the size of skin growths.
Finally, Turmeric exerts proimmune activity in several autoimmune disorders including
Alzheimer’s disease, multiple sclerosis, cardiovascular disease, diabetes, allergy, asthma,
inflammatory bowel disease, rheumatoid arthritis, renal ischemia, psoriasis, and scleroderma.
Overall Turmeric has shown and will continue to show immune strengthening properties.

Coriolus Versicolor

Coriolus Versicolor mushrooms are one of the most researched and respected of the
medicinal mushrooms from Europe to China and Japan. This member of the polypore family
has a long history of medicinal use in China and Japan, where it is known as Yun Zhi and
Kawaratake, respectively.

Coriolus Versicolor is commonly known as the "turkey tail" in North

America. It is unique among the medicinal mushrooms, and is
believed to have healing elements to strengthen the immune system
against illness and disease.
Coriolus versicolor can improve quality of life by reducing
susceptibility to infections and other negative effects of having a
suppressed immune system or those taking chemotherapy or
radiation treatments.
In Coriolus versicolor the primary active compounds are polysaccharides. These
polysaccharides are composed of a unique combination of amino acids and beta-glucans that
are not affected by the digestive process. It has been shown that these beta-glucans pass
through the gut wall unchanged and into the blood stream and therefore effective when used
orally.
The beta-glucans act as "biological response modifiers" in that they activate many
components of the immune system. Clinical research has consistently demonstrated the
ability of Coriolus beta glucans to protect, support, and improve immune function in healthy
people and those people recovering from surgery and/or receiving treatments where immune
suppression is a prominent feature.
Coriolus polysaccharides are the most thoroughly researched and most successful all-natural
immune supplement in the world and the only immune product to be proven in independent,
published clinical studies. More than 400 studies have been published that demonstrate the
significant immunomodulating properties of coriolus versicolor in both healthy people and
those affected by chronic conditions.

No side effects from taking turkey tail have ever been reported in its many thousands of years
of historical use or in modern research.

Chrysin

Chrysin is a flavonoid from Passiflora incarnate, commonly called passion flower. In a study at
the University of Minnesota, published in 1993, chrysin and several other flavonoids were
compared to an aromatase inhibiting drugs used to treat hormone sensitive cancers. Chyrsin
was found to be the most effective of all the flavonoids tested, and was found to be equal in
potency to the drugs.

Chrysin has recently been found to block the suppression of natural killer
(NK) cells that are seen during surgery. NK cells are part of the immune
system. They go after cancer cells and destroy them. During surgery the
production of NK cells is suppressed by the body because of the traumatic
nature of the event. However, during cancer surgery is the time when NK
cells are needed most, so they can go after and kill any cancer cells
escaping into the bloodstream that may seed new cancer growths
elsewhere in the body. Additionally, chrysin is a potent inhibitor of breast
cancer resistance protein, keeping patients who have chosen traditional
drug treatments from developing multi-drug resistance.

Lecithin

Lecithin is named after the Greek word that means the yolk, and it is a fatty substance from
the group of phospholipids. It consists of glycerol, phosphoric acid, choline and the two types
of fatty acids, linolenic and inositol, and contains iron, iodine, calcium and vitamin B. It is
produced by the liver, but may be found in certain types of food: yolk and soy.

Lecithin is used for the prevention of atherosclerosis, as it has the ability to turn fat into
emulsion, which protects from cardiovascular diseases, improves
brain function, increases energy level, repairs damage caused by
alcoholism, helps digestion and absorption of vitamins soluble in fat.
Lecithin, also has anti-aging effect, corrects disorders of the immune
system, and relieves symptoms of AIDS, herpes and chronic
malnutrition.

This substance is very useful in treating infectious as well as alcoholic hepatitis and the liver
cirrhosis. Lecithin is used to reduce triglycerides, to prevent narrowing of blood vessels and
the development of myocardial infarction and stroke. It is applied as auxiliary remedy for
Alzheimer's disease, bipolar disorder, dyskinesia (tremors). Lecithin seems to stimulate the
memory centers, as one of its component Inositol participates in the brain cells. Lecithin is
able to reduce or completely remove the pain in the joints, where it can be used in much
higher doses. Lack of lecithin leads to forgetfulness, it can cause digestive problems,
intolerance to fats, nausea, elevated blood pressure, problems with joints and muscles.
 Milk Thistle

Milk thistle benefits are numerous, and it has been used to treat a
variety of health conditions. Most important is its role in strengthening
and detoxifying the liver.

Milk Thistle is a member of the sunflower family, its black seeds are
harvested for medicinal use. The active ingredient within these seeds is
called silymarin, which is where the therapeutic benefits lie.
One of the main benefits is its antioxidant ability, which is more potent than most vitamins.
Antioxidants are able to remove toxic chemicals called free radicals from the body. These free
radicals cause cell damage which is the root of disease and premature aging.
Perhaps the most important milk thistle benefits are its effects on the liver. The liver is one of
the most important organs in the body, breaking down nutrients and cleaning the body out.
Milk Thistle detoxifies the liver as well as protects it against damage from toxins, alcohol and
other negative effects.
Milk thistle benefits the liver in other ways as well: it promotes regeneration and repair of liver
cells, reverses liver damage and is very helpful in the treatment of hepatitis and cirrhosis.

Diindolylmethane

Diindolylmethane is the secret behind the health benefits derived

from cruciferous vegetables like cabbage and broccoli.
Scientists at UC Berkeley have recently discovered that a natural
compound found in Broccoli has potent immune enhancing and anti-
viral properties. This compound called Diindolylmethane boosts
Interferon Gamma sensitivity in the body and thereby helps to clear
virus.
Because of this successful recent study and earlier studies by
scientists at UC Berkeley demonstrating Diindolylmethane's immune enhancing properties, it
is now under clinical investigation as a naturally occurring treatment for other viral infections
as well as multiple forms of cancer.

For more information please contact Desert Health Worldwide at:

Tel: (480) 639-5118

eMail: info@deserthealthww.com
Website: www.deserthealthworldwide.com
 Dr. Bob Wickman and Desert Health Worldwide's Alkaline Plus - Extra Strength
Proper pH is critical for human health!

DR. ROBERT WICKMAN

Dr. Bob Wickman, D.O. has a different approach to healing than what many would consider the traditional
route. He does not believe in chasing symptoms! In fact, the doctor that spends his time chasing symptoms
eventually looses the patient either in death or the patient gives up and goes somewhere else. But chasing
symptoms is what most of the big traditional clinics do. Dr. Wickman knows the traditional protocol but finds
no reason to simply chase symptoms.

Dr. Wickman understands the importance in finding the cause in order to

unleash the body's own powers to heal than to cover up the symptoms with
various pills. Give the body a chance and you will be amazed at what it will do
for you. You can make yourself well without drugs (chemicals) in many cases.

Our body's were created with regenerative powers to heal damaged tissue,
repair diseased organs, and grow new cells to replace the damaged ones. A
doctor should be looking for ways to trigger these responses. After all, they
come to the doctor to get well, not be maintained on chemicals.

Practicing this kind of medicine does have its disadvantages. When a doctor
tells you that you have 90 days to live, you had better die before your time is
up or he stands to “lose face” with his predictions. In many of Dr. Wickman's
unconventional treatments, patients made the first 90 days feeling better each
day and have passed the annual anniversary of the date they were first told
they would die.

After a tour of duty in the Army, Dr. Wickman enrolled in the Kansas City College of Osteopathy & Surgery
(now known as: University Health Sciences). He graduated in 1963 and went to Tucson, AZ for his
internship. Since the mid-1980's Dr. Wickman has been treating patients at his clinic located in the beautiful
South American city of Quito, Ecuador.

After discovering that nature's own medicines are often the only “prescription” your body needs, he went on
a search for which natural medicines that would enhance health and wellness. You don't need drugs to get
rid of high blood pressure or leg cramps. Many times a manipulative treatment will take the place of a drug!
In my search for the best natural medicines I in association with Desert Health World Wide am proud to
introduce Dr. Bob's Alkaline Plus – Extra Strength!

DESERT HEALTH WORLDWIDE

Desert Health Worldwide is based in Scottsdale, Arizona. We have representatives Worldwide and a
satellite office in Europe.
We are a full service contract manufacturers of natural products such as vitamins, minerals, ayurvedics,
specialty supplements, various skin care and animal care products.
Desert Health Worldwide also offers a small group of niche products such as “Dr. Bob's Alkaline Plus –
Extra Strength” that have shown a special opportunity to help improve the qualities of people lives.
We have many trademarks, patents and tradenames registered Worldwide. Our products are made under
the strongest G.M.P. / W.HO. certified facilities.

In keeping with its reputation as a supplier of high quality and life improving natural supplements Desert
Health Worldwide in association with Dr. Wickman is happy to introduce you to proper pH through Dr. Bob's
Alkaline Plus – Extra Strength.

INTRODUCTION TO Dr. Bob's Alkaline Plus – Extra Strength

Properly applied, Dr. Bob's Alkaline Plus – Extra Strength will assist your body to achieve a proper pH
balance. With proper pH levels, the body can then more easily achieve normal body functionality and
achieve optimal health.

Balancing the body pH requires focus on several lifestyle areas. As you carefully and consistently apply Dr.
Bob's Alkaline Plus – Extra Strength, adjustments in other critical areas of (1) diet (2)
water intake (3) vitamin and mineral supplements, and (4) exercise are highly
recommended.

Using Dr. Bob's Alkaline Plus – Extra Strength will often create a detoxification process
in the physical body as it becomes more alkaline and begins to shed the acidic waste
produced from digesting acid forming foods and liquids.

The kidneys filter this acidic waste through the urine. The kidneys require key minerals,
which include calcium, potassium, and magnesium to do this job efficiently. Dr. Bob's
Alkaline Plus – Extra Strength contains key mineral salts to help assist the body in
rapidly obtaining a balanced pH.

When the bodyʼs pH balance is achieved, the body is positioned to better resist abnormalities and
unwanted pollutants introduced into the body through fast foods, preservatives, and our diets consisting of
acid forming foods and other unhealthy lifestyle habits. Dr. Bob's Alkaline Plus – Extra Strength. Thereby
helping the body heal itself and not just treating symptoms!

A BASIC UNDERSTANDING OF HOW DR. BOB'S ALKALINE PLUS WORKS

The human body produces acid for digestion. For every drop of acid that it produces it also produces an
equal amount of alkaline. This process is designed to maintain a pH as close to 7.0 (Neutral value) as
possible in the entire body, excluding blood. The blood pH has to be maintained at 7.35 to 7.4. When too
acidic, the body will do everything it can to re-establish that optimum blood pH level, including robbing
tissue and bone mass of nutrition to supplement its need for alkalinity. When Dr. Bob's Alkaline Plus –
Extra Strength is ingested, it dramatically dilutes the acid in the stomach, triggering the body's mechanism
for producing more acid and also more alkaline. The resulting combination of Dr. Bob's Alkaline Plus –
Extra Strength induced alkaline solution together with the body's newly produced alkaline, creates a
powerful dynamic for healing. A properly pH- balanced body enables its immune system to effectively
combat toxins, cancers, diseases, parasites and other harmful foreign invasions in order to maintain a
healthy system. No known harmful pathogens can survive in the human body with a pH near 7.0.

WHAT SEPARATES DR BOB'S ALKALINE PLUS FROM OTHER ALKALINE SUPPLEMENTS

The human stomach cannot tolerate a pH of 9.5 or higher. Under normal conditions, ingestion of an alkaline
solution of those proportions would burn the stomach lining. Dr. Bob's Alkaline Plus – Extra Strength
proprietary formula enables the body to induce the higher levels of alkalinity (Dr. Bob's Alkaline Plus –
Extra Strength has a pH factor of approximately 11, equaling 10,000 times the neutral level of 7.0)
without disrupting its normal balanced pH-producing function. Dr. Bob's Alkaline Plus – Extra Strength
effectively causes the body to naturally produce additional amounts of alkaline, resulting in the extra
strength boost!

To learn more about Desert Health Worldwide and Dr. Wickman please contact us at (480) 639-5118 or
send us an email at info@deserthealthww.com.

Please also visit our website at www.deserthealthworldwide.com to order your bottle of Dr. Bob's
Alkaline Plus – Extra Strength!
 Products
• Desert Health's Foot Care™
• PA/30™ - Burn & Scald Relief Spray
• Cello by Annette™ - High publicity fragrances
• Enviro/CX™ - Bio Security/Disinfectant
• Sleep Thin™ - Lose weight while you sleep
• Desert Boost™ - A potent combination of Pollen, Propolis, Royal Jelly and Aloe Vera in
one capsule

The company also produces over 100 different products that can be manufactured un-
der private label as well the DHWW label which has global brand recognition. These
products include:

• Vitamin & Mineral formulas

• Chinese Herbal Remedies
• Specialty Natural Supplements, catering specific health problems
• Various Weight Management Products
• Botanical Herbs
• Ayurvedic Herbs (Ancient Indian formulas)
• Skin Care Products

Desert Health continues to look for new products that are infiltrating the market as well
as new products that might fit Desert Healthʼs “Core Product” line. This can dramatically
cut our customers research and development time and makes it much easier and
quicker for them to get out products to market.

Products are available in various potency levels and in various formats such as pow-
ders, capsules, tablets, chewable tablets, and softgel capsules.

Through its contract manufacturing network Desert Health can deliver large volumes of
product per day. These fully automated packaging lines are capable of packaging as
many as 100,000 bottles per shift. Desert Health goes to great lengths to protect its
proprietary intellectual and physical property or formulas.

DHWW products are marketed under its own Desert Health brand name or label, as
well as private label to suit retailers, wholesalers, distributors, M.L.M or business part-

Desert Health Worldwide, LLC PO Box 13628, Scottsdale, AZ 85267 T (480) 639-5118 F (480) 946-7713 deserthealth@aol.com
Desert Health Worldwide, LLC

ners needs. Further setting itself apart in the industry, Desert Health does not require
large minimums for private labeling. Showing the flexibility needed to grow in the Inter-
national and Domestic Markets.

! Competition

The market for vitamins/minerals and other nutritional supplements is highly competitive
in all of the companyʼs standard channels of distribution. The marketplace for private
label business is extremely price sensitive. Thus, the key factors to being successful
within the industry is to focus on service, quality, price and turn-around time. Next in im-
portance is innovative packaging, marketing and promotional programs plus the
uniqueness of the specific product. These are all crucial to influencing competitiveness.

DHWW is positioned to take advantage of these opportunities.

! Aloe Propolis Cream™

Aloe Propolis Cream™ combines many ingredients high-

lighted by Aloe Vera and Honeybee Propolis, which is re-
ferred to by many as “natureʼs antibiotic.” Aloe Propolis
Cream™ contains 80% Aloe Vera.

While there are many whole foods that are a good source
of dietary essential nutrients and some plants and herbs
that have proven measurable and medicinal effects, there
are few natural products that can offer the powerful com-
bination of therapeutic and nutritional benefits that have
been observed among the primary ingredients found in Desert Healthʼs Aloe Propolis
Cream™.

Aloe Vera has been referred to as “the medicine plant” as well as “the first aid plant.”
Aloe Vera resembles a cactus. However it belongs to the lily family. The leaves of the
Aloe plant are thick and fleshy and grow to maturity in about three years. The leaves
and the substance found within them have been used for centuries in treating various
maladies of mankind. There is a tremendous amount of anecdotal literature on the uses
of Aloe from all over the world. Aloe Vera has traditionally been used to successfully
treat burns, skin conditions, and many other conditions.

Desert Health utilizes only the highest grade and quality of Aloe plants and employs the
latest in aloe processing technology to ensure quality products, unequaled in the indus-
try.

Desert Health Worldwide, LLC 2

Desert Health Worldwide, LLC

Honeybee Propolis is a sticky resin that comes from buds, leafy stalks, twigs and bark
of trees. The antibacterial and anti-fungal properties of this sap help to heal wounds and
scars of the trees themselves. Bees collect the resin and cover the walls and floors of
the hive to keep it antiseptic so that no disease will infect the bees that inhabit it – par-
ticularly the Queen who will not lay eggs until her surroundings are completely sterile.
Bees also use Propolis to seal cracks and holes in the hive, to keep out rain and winter
cold, and to line the entrance and tunnels in order to keep enemy insects and rodents
out.

Propolis is rich in biologically active vitamins. High in B-Complex vitamins, Propolis con-
tains notable quantities of Vitamin C, E and Provitamin A. Propolis is also rich in amino
acids, fats and is a source of trace minerals such as copper, iron, manganese and zinc.
For antibacterial activity, Propolis contains a high level of flavonoids. The flavonoids
content of Propolis is approximately 500 times that of oranges, just to give a quick com-
parison. Research has shown that this concentration of flavonoids is responsible for the
major antibiotic effects of Propolis.

Desert Healthʼs Aloe Propolis Cream™ is excellent for application to minor cuts, abra-
sions and burns. It is also useful for soothing and relieving the symptoms of cold sores,
sunburn, rashes, eczema, lesions, stings and many other conditions of the skin. Most
skin trauma is accompanied by a drying condition. The emollients in Desert Healthʼs
Aloe Propolis Cream™ help to moisturize and lubricate the skin while relieving the other
symptoms.

! Desert Boost™

You can now get all the nutrients from Pollen, Propolis, Royal Jelly and Aloe Vera in one
caplet. Now you don't have to take all those pills to increase your energy and immune
system, rejuvenate your body and skin. Our Desert Boost™ caplet will do all these
things and much more.

Ingredients:" 300mg Beepollen

" " 125mg Propolis
" " 50mg Royal Jelly
" " 100mg Freeze dried Aloe Vera
" "

BEE POLLEN is a powerhouse of energy! Propolis is loaded with vitamins, minerals,

trace elements, healthy fats and hormones.

PROPOLIS increases your immune system, soothes allergies, stimulates white cells,
relieves you from sore throat, colds and related ailments. Propolis is nature's best
source of natural medicine - but has no side effects.

Desert Health Worldwide, LLC 3

Desert Health Worldwide, LLC

Royal Jelly is an incredible nutritional supplement, with almost miraculous healing

power and can increase your vitality, boost your love life and help you live longer. Re-
searchers have found evidence that it can relieve stress, soothe digestive ailments,
strengthen your liver, help you sleep, alleviate skin conditions, and eliminate fatigue.

Aloe Vera is a most ingenious mixture of antibiotic, astringent, coagulating agent, a pain
inhibitor, and a growth stimulator whose function is to accelerate the healing of injured
surfaces. It is also used for better digestion, and for relief of ulcers and poor elimination.

For best results; take two caplets a day.

" ENVIRO/CX™

ENVIRO/CX is for use as a spray for surface disinfectant, fogging

applications as an adjunct to acceptable manual cleaning and
sanitizing room surfaces (i.e. feed houses etc). Also, for sanitizing
surfaces such as packing house conveyors, harvesting equipment
and holding and shipping containers. Also can be used as a spray
wash or dip to control the growth of non-public health micro-
organisms.

Directions:

NOTE: It is a federal crime to use this product in a manner inconsistent with its labeling.

Misting or Fogging: Use this product for sanitizing hard room surfaces as an adjunct to
acceptable manual cleaning and disinfecting of room surfaces.

1. Prior to fogging remove or carefully protect all food products and packaging
materials.
2. Ensure room is properly ventilated. Vacate all personnel from the room during
fogging and for a minimum of two hours after fogging. Ensure there is no strong
odor, characteristic of acid before returning to work area.
3. Fog areas using one quart per 1000 cubic feet of room area with a 2% solution.
4. Allow surfaces to drain thoroughly before operations are resumed.

Desert Health Worldwide, LLC 4

Desert Health Worldwide, LLC

Packing House Sanitization: Remove gross contamination with a cleaner or other

suitable detergent and rinse with potable water. Use at a dilution of 5 fluid ounces per
50 gallons of water as a general sanitizing coarse spray to reduce bacterial and fungal
contamination of walls, floors, conveyors and containers. Allow sanitizer to contact
surfaces for at least one minute. Allow to air-dry - do not rinse.

Contains 15% Hydrogen Peroxide

Applications: " Dairies, Wineries, Breweries and Beverage Plants

" " " Meat and Poultry Processing Plants
" " " Milk and Dairy Product Processing Plants
" " " Seafood and Produce Processing Plants
" " " Food Processing Plants
" " " Egg Processing and Packing Equipment Surfaces
" " " Eating Establishments and Final Sanitization of Bottle Rinse

! Desert Healthʼs Foot Care™

In recent years, the unusually rapid increase in the number of cases of diabetes has
been frightening to the medical community around the world. In the United States of
America, almost 20 million cases of diabetes have been diagnosed. The seriousness of
the problem is underscored by the fact that recent epidemiological studies show that
diabetes is now the third leading cause of death in American adults, trailing only heart
disease and stroke.

Are there any complications?

There are some very serious complications associated with

diabetes. The major complications are:

I. Diabetic retinopathy leading to visual loss and blindness

II. Diabetic nephropathy leading to kidney failure
III. Diabetic neuropathy resulting in numbness, abnormal sen-
sations or pain in the legs
IV. Diabetic feet leading to amputation of the feet or legs.

What causes these complications?

Desert Health Worldwide, LLC 5

Desert Health Worldwide, LLC

Diabetes produces a gradual narrowing or rupture of the microscopically small blood

vessels that feed the individual cells in many organs.

When the tiny blood vessels that carry oxygen and nutrients to the distant nerve fibers
in the extremities are involved, gradual loss of feeling and other abnormal sensations
arise, typically affecting the feet first.
"
As the microcirculation to the surface of the feet decreases, many changes occur, re-
sulting in drying of the skin of the soles of the feet, decreased flexibility and elasticity of
the skin, poor local resistance to infection and a severe reduction in healing capability.

How do these problems lead to amputation?

Under normal conditions, a constant dynamic balance exists between cells that die and
are sloughed off the surface of the skin of the foot and replacement by new cells. The
continual decrease in circulation dramatically reduces the amount of moisture that can
reach the surface layers of skin lining the sole of the feet. This interferes with the normal
elimination of the dead cells in these outer layers, causing them to pile up and become
thicker and dryer, often leading to a layer of callus that may reach a thickness of ¼ inch
or more.

In addition, the thickening and further drying of the tissues produce stiffening due to the
loss of flexibility and elasticity of this layer of callus. Continued walking will then cause
cracking that will extend across the entire width of the foot. Due to the dryness of this
area, that crack will rapidly deepen from the outside of the foot to the deeper layers of
the skin or even into the muscle itself.

Since this condition most commonly occurs in conjunction with diabetic neuropathy, the
numbness in the feet prevents the patient from becoming aware of these lesions until
they reach an advanced stage.
"
Once infection is established in the deeper layers of the skin or in the muscle, it is ex-
tremely difficult to treat. The decreased blood flow to these areas prevents effective lev-
els of oral or injected antibiotics from reaching the site of the infection. Topically applied
antibiotics are ineffective in fighting deeper infection. The infection is therefore free to
quickly penetrate through the depth of the muscle and subsequently infect the underly-
ing bone, resulting in osteomyelitis. After the osteomyelitis is well established, amputa-
tion often becomes the only available treatment.

The alarming fact is that diabetes is now the leading cause of non-traumatic amputa-
tions of the lower extremities in the United States and Europe.

What is Desert Healthʼs Foot Care™?

Desert Healthʼs Foot Care™ is a 100% natural formulation that consists of two separate
application phases. The first phase includes a potent antibacterial agent. It also contains

Desert Health Worldwide, LLC 6

Desert Health Worldwide, LLC

an incredibly effective exfoliant. The second phase contains a local circulatory stimulant
as well as the only moisturizer that will maintain the skin moisture content for 12 to 24
hours after a single application.
How does Desert Healthʼs Foot Care™ help prevent these problems?

By constantly lowering the bacterial count on the surface of the feet, the probability of a
severe infection is significantly reduced.

With the applications of a very effective exfoliant once or twice daily, any excessive
buildup of dead cells on the soles of the feet will be gradually diminished with an even-
tual return to normal. Continued application will prevent the buildup from recurring by
removing the dead cells on a daily basis.

The mild circulatory stimulation will help reverse the damaging effects of the reduced
blood flow, maintaining a healthier status for the tissues.

The moisturization of the tissues restores the elasticity and flexibility of the tissues, pre-
venting the drying and cracking that is the major problem

How long must I use Desert Healthʼs Foot Care™?

Desert Healthʼs Foot Care™ must be a part of your daily care regimen for life, since the
same physical factors that produced the complications will not significantly change.

Are there any similar products?

Absolutely not! This product is such a unique blend of natural compounds that a pat-
ent application has been submitted.

As a matter of fact, although the diabetic foot problem has been recognized for many
years, this is the only product designed to exclusively treat this condition!

Can Desert Healthʼs Foot Care™ be used to treat an existing foot lesion?

Desert Healthʼs Foot Care™ is designed as a PREVENTIVE application daily only. It

should never be used to treat an existing open wound, nor should it ever be used in-
stead of a prescribed wound treatment!

Desert Health Worldwide, LLC 7

Desert Health Worldwide, LLC

! Pain Away 30 (PA/30)™

Our natural herbal based spray for any first aid needs and especially burns &
scalds has proven to be effective for the following conditions:

Based on the effect of the spray and the results from the clinical tests made on this
product, the spray has proved to be effective for the following conditions: all kinds of the
injury to the skin (including the incision caused by an operation) infection (including the
infection cause by bacteria and/or a virus), external ulcers (including chronic ulcers),
bleeding (including bleeding caused a wound or a nosebleed), skin allergies and many
other conditions can be cured by this medicine. The product has cured more than 1000
patients that suffered medical conditions listed above. This product is for external use
only and can be applied in a variety of ways, such as spraying, daubing or applying on
gauze and then on the wound. Application depends on the medical condition that one is
suffering from. Once PA/30 is applied the injured area should be left exposed for at least
30 minutes, and the longer, the better. For the most effective results the afflicted skin
should not be touch by clothing, or any other kind of material besides a bandage. For
the convenience of the patient and their relatives who will be using this product we list
the specific medical conditions and the corresponding ways of treating them with this
product. Pain Away in 30 minutes has proven results for treating all kinds of burns,
scalds, and other various first aid needs.

Resolving the four problems in treating burns and scalds with traditional and regular
methods.

Daily people experience all kinds of unexpected burns and scalding. The second-
degree burn and more serious burns cause great pain to the victim. Additionally there is
great financial and mental pressure to their families. If they are treated in the traditional
ways they will be healed. However, there are still four vital problems that remain unset-
tled. First is the pain the patient is experiencing. Next is the festering and infection of
the injured skin. Finally is the scaring of the skin. Many doctors have devoted much
time to solving these problems but have failed.

After more than 20 years of research and study, using the guidance of traditional medi-
cal science and modern medical science, Desert Health Worldwide has perfected our
formula for the best results. The formula is based on traditional Chinese home based
prescriptions and handpicked natural traditional Chinese medicine. This product has
been used to treat thousands of patients. It is noteworthy that all of the patients survived
their injury, none of them became disabled, and also very few of them have scars when
they have healed. Those that have scarred are minor when referenced with their injury.

DHWWʼs Pain Away 30 is one of the many pearls in Chinese Medicine. It resolves the
complexity of problems that occur when treating burns and scalds in the traditional way.

Desert Health Worldwide, LLC 8

Desert Health Worldwide, LLC

It also gives birth to the new era of treating all kinds of burns and scalds without pain,
festering, infection and scarring. The treatment has an immediate effect and the healing
time is drastically reduced.

This product has five distinguishable characteristics:

1." It solves the four big problems in treating burns and scalds. It is fast acting in stop-
ping pain, (it can stop pain within one minute). Due to containing a very potent bac-
teria killer it causes no infection or festering to occur. It seldom leaves a scar even
when the burn is more serious than second degree.

2. " This product can be used on all kinds of burns and scalds, including those caused
by chemicals, boiling water, boiling oil, electricity, boiling gas and etc. The size of the
burned area does not matter.

3." The product has no toxins and has no adverse effect. The Public Sanitary Institute of
Hua xi Medical University and the Studying and Teaching Laboratory of Pharma-
cological Institute have done numerous tests on this product in biology, toxicity. The
results have found that it does no harm to the skin of human beings. In comparison
with other medication for burns and scalds, this product is more safe, reliable, and
potent in killing bacteria.

4." The treating regimen is very short. If the injured area is not very large or serious, the
result in healing is very successful in a short period of time. If the injured area has a
greater than second degree level obvious results will be seen within 3 to 5 days.

5. It is very easy to get the ingredients for this product. All the components are made
from natural plants. This promotes the glorious legacy of Chinese medicine and
Chinese medical science, and opens up a new avenue for the unique tradi-
tional Chinese medicines of Sichuan province.

! Sleep Thin™

The natural proteins and amino acids in Sleep Thin™ will promote fat reduction and will
help lose inches while it promotes restful sleep. Sleep Thin may help build lean muscle,
maintain proper bowel function and joint function, maintain cartilage, and promote
healthy skin, hair and nails.

The amino acids found in Sleep Thin will promote weight loss and help build lean mus-
cle.

The aloe vera juice provides your body with rich cocktail including 20 minerals, 18
amino acids and 12 vitamins.

Desert Health Worldwide, LLC 9

Desert Health Worldwide, LLC

A healthy digestive tract ensures that nutrients from the foods we eat are absorbed into
the blood stream. Aloe Vera juice has natural, detoxifying abilities. The aloe vera juice in
Sleep Thin allows the body to cleanse the digestive system. Our diets include many
unwanted substances which can cause lethargy and exhaustion.

Sleep Thin contains no calories yet will naturally burn calories upon consumption.

There are many positives in using Sleep Thin daily as a weight loss supplement that
also shows many other properties such as muscle maintenance...

Ingredients:
Aloe Vera (68% juice), Hydrolyzed Collagen, Pear Juice Concentrate (7.5% juice), Natu-
ral Citrus Flavor, Magnesium Citrate, Sodium Benzoate (as a preservative), and Potas-
sium Sorbate (as a preservative)

Suggested Use:
As a dietary supplement. Use orally on an empty stomach. Take one tablespoon prior to
bedtime. May be mixed with 8 ounces pure water or taken full strength. Do not eat or
drink anything other than water three hours prior to ingestion at bedtime. Undigested
food or drink may cause product to be less successful.

Desert Health Worldwide, LLC 10

 DESERT HEALTH WORLDWIDE, LLC
6401 East Gelding Drive, Scottsdale, AZ 85254
SUBSCRIPTION AGREEMENT
Class A Units of Membership Interest
PURCHASE PRICE: $10,000 per block of Class A Units

The undersigned, having received and read the Private Placement Memorandum, dated, October 10, 2010 (the “PPM”), of Desert
Health Worldwide, LLC, a Arizona limited liability company (the “Company”) does/do hereby offer to purchase up to _______ Class A
Units (the “Class A Units” or the “Units”) of the Company at a purchase price of $1.00 per Class A Unit with a block of 10,000 Class A
Units minimum (the “Subscription Price”). For more information about the Class A Units, please refer to the PPM.
SUBSCRIPTIONS MUST BE RECEIVED BY THE COMPANY, BY NO LATER THAN FIVE O’CLOCK (5:00) P.M., PACIFIC TIME
ON JUNE 30, 2011, THE EXPIRATION DATE OF THE OFFERING (SUBJECT TO EXTENSION BY THE COMPANY WITHOUT
NOTICE TO SUBSCRIBERS). THE COMPANY WILL NOT ACCEPT SUBSCRIPTIONS FOR LESS THAN TEN THOUSAND
(10,000) UNITS, UNLESS THE COMPANY’S MANAGER, IN HIS SOLE DISCRETION, ELECTS TO ACCEPT A SUBSCRIPTION
FOR A LESSER NUMBER OF UNITS.
The Company has the right, in its sole discretion, to accept this subscription for all or any portion of the Class A Units subscribed
for, or it can reject this subscription in its entirety. For more information concerning the subscription acceptance process, please refer to
the PPM. If the Company decides to accept this subscription for the Class A Units only in part or to reject the subscription in its entirety,
the Company will mail a refund to the undersigned Subscriber in an amount equal to the Purchase Price for the Class A Units as to
which such subscription is not accepted.
Enclosed with this Subscription Agreement is the Purchase Price for the full amount of this subscription, for a total sum of
$_______ (“Purchase Price”) which sum, when received by the Company, is to be held subject to the following instructions.

1. The full Purchase Price for the Class A Units must be included with this Subscription Agreement. Except as set forth in Paragraph 3
below, the Purchase Price must be paid in United States currency by check, bank draft or money order payable to “Desert Health
Worldwide, LLC--Trust Account.” Failure to include the full Purchase Price with this Agreement will give the Company the right to
disregard this Subscription Agreement and the subscription. Payment of the Subscription Price also may be made by wire transfer of funds
to the Trust Account in accordance with the instructions set forth in the Section of the PPM entitled “THE OFFERING – How to Subscribe.”
2. The funds received by the Company from the undersigned Subscriber will be deposited in the Trust Account and thereafter may be
invested in short-term certificates of deposit of any federally insured bank, including those of the Trust Account, without any liability to the
Company for investing the subscription funds in certificates of deposit of the Trust Account or any other federally insured bank.

3. If this subscription is received after the Company has accepted subscriptions for 50,000 Class A Units, for an aggregate Purchase Price
of $50,000, then the Purchase Price must be made payable to Desert Health Worldwide, LLC, and this Agreement and the Purchase Price must be
delivered to Company, at its address, and not to Wells Fargo.
4. If, by the “Minimum Subscription Deadline” (as set forth in the PPM), the Company has received and accepted subscriptions for at least
50,000 Class A Units, for an aggregate Purchase Price of $50,000, the subscription funds in the Trust Account will be released to the
Company, together with any interest earned on those funds, and the Subscribers whose subscriptions have been accepted will thereupon become
Members of the Company.
5. If this subscription, or any part thereof, is rejected by the Company, or the Offering is terminated prior to acceptance of this
subscription, then, the Company will return to the undersigned the Purchase Price paid with this subscription for the Class A Units as to which
this subscription has been rejected, plus any interest earned on the portion of the Purchase Price being returned to the Subscriber.

Units purchased by the undersigned shall be registered on the books of the Company as set forth below. (If ownership of the Class
A Units are to be registered in more than one name, please specify whether ownership is to be as tenants-in-common, joint tenants, etc. If
the Class A Units are to be registered in the name of one person for the benefit of another, please indicate whether registration should be
as trustee or custodian for such other person, and specify the exact name and date of the trust and/or other pertinent information
concerning the trust or custodial arrangement.)
How Class A Units are to be Registered Number of Class A Units
(Please Print or Type) (At $1.00 per Unit)

It is agreed that by executing this Subscription Agreement, the undersigned acknowledge(s) and agree(s) to all of the terms and
conditions of the Offering as set forth in the PPM. The undersigned acknowledge(s) that the Company reserves the right to accept or
reject this subscription, in whole or in part, and to reduce the number of Class A Units subscribed for hereunder.

DOCSOC/1302606v1/101054-0001
 The undersigned acknowledge that Wells Fargo is acting solely as the holder of the Trust Account in connection with the offering
of the Class A Units and makes no recommendations with respect thereto. Wells Fargo has made no investigation regarding the Offering
or any person or entity involved in the Offering.
IN WITNESS WHEREOF, I (we) have executed this Subscription Agreement and returned one copy thereof to: Desert Health
Worldwide, LLC 6401 East Gelding Drive, AZ 85254 Attn: Trust Account.; accompanied by my/our check for the full amount of my/our
subscription in the amount of $________.

I/We understand that all information submitted in this Subscription Agreement will be maintained in confidence by the Company,
subject to certain exceptions as set forth in that certain Investor Agreement and Questionnaire, of even date herewith, being entered into
by Subscriber with the Company, the terms and provisions of which are, by this reference, incorporated in and made an integral part of
this Subscription Agreement.

IF CLASS A UNITS ARE TO BE HELD IN JOINT OWNERSHIP, ALL JOINT OWNERS MUST SIGN THIS SUBSCRIPTION AGREEMENT

Dated:________________________________________________________________Mail to: Business Residence

Signature Signature Date

Name (Please print or type) Name (Please print or type)

Mailing Address Mailing Address

City and State Zip Code City and State Zip Code

Telephone: Telephone:

Social Security Number(s) or Taxpayer I.D. Number(s) Social Security Number(s) or Taxpayer I.D. Number(s):

Additional Business or Residence, Addressed, if appropriate: Additional Business or Residence, Addressed, if appropriate:

Residence Street Address Residence Street Address

City and State Zip Code City and State Zip Code

Telephone: Telephone:

AFTER COMPLETING AND SIGNING THIS SUBSCRIPTION AGREEMENT PLEASE MAKE TWO COPIES,
ONE FOR THE COMPANY AND THE OTHER FOR YOUR RECORDS

DOCSOC/1302606v1/101054-0001
 DESERT HEALTH WORLDWIDE, LLC

A Arizona Corporation

INVESTOR AGREEMENT AND QUESTIONNAIRE

BACKGROUND

This Investor Agreement and the Investor Questionnaire attached hereto as Annex A (the “Questionnaire”), are
required to be completed by each prospective investor who desires to purchase Class A Units of Membership (the “Class A
Units” or the “Units”) in Desert Health Worldwide, LLC, a newly organized Arizona Corporation, (the “Company”). The
Common Unit is being offered for sale in a private offering (the “Offering”) by the Company pursuant to Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”) by means of a Confidential Private Placement
Memorandum dated as of October 10, 2010 (the “Memorandum”). The purpose of this Investor Agreement and the
Questionnaire is to provide the Company with the assurance, prior to accepting a subscription for the purchase of Class A
Units from any investor that he, she or it (as the case may be) meets the standards imposed by Regulation D under the
Securities Act and the investor suitability standards established for the Offering by the Company. Among other things,
before the Company can accept a prospective investor’s subscription for the purchase of Class A Units, it is the investor to
confirm, by completing, signing and returning this Agreement and the related Questionnaire, that he, she or it:

 Qualifies as an “accredited investor” within the meaning of Regulation D under the Securities Act;

 Has, either alone or with the assistance of an independent financial advisor, the ability to evaluate the merits
and risks of an investment in the Class A Units;

 Will be purchasing the Class A Units for investment and not with an intention to resell or otherwise transfer
those Units, either in whole or in part; and

 Has no need for liquidity in his or her investment in the Class A Units and is able to bear the economic risk of
that investment for an indefinite period of time, including, possibly, a total loss of that investment, because the
transferability of the Class A Units will be restricted.

AGREEMENT

The undersigned (“Purchaser”) desires to purchase Class A Units of Desert Health Worldwide, LLC, a Arizona
Corporation (the “Company”) in the Offering. The undersigned understands and agrees that in order to be eligible to
subscribe for the purchase of Class A Units in the Offering, it is necessary for the Purchaser to enter into this Agreement
and complete the attached Investor Questionnaire and that the Company will be relying on Purchaser’s representations in
this Agreement and his/her answers in the Questionnaire in deciding whether or not to accept his/her subscription to
purchase Class A Units.

1. Representations and Warranties and Certain Agreements of Purchaser. The undersigned hereby
represents and warrants to the Company and hereby covenants and agrees as follows:

(a) Concurrently herewith, Purchaser has executed and delivered a Subscription Agreement, in the
form attached or included with the Memorandum (the “Subscription Agreement”), pursuant to which Purchaser is
irrevocably agreeing to purchase, for a price of $10,000 of Class A Units in cash, the number of the Class A Units set forth
in that Subscription Agreement with respect to which the Company accepts Purchaser’s subscription. Purchaser represents
and warrants that the information about the Purchaser contained in the Subscription Agreement is truthful and accurate.
(b) Purchaser acknowledges that the Class A Units are being offered and sold in accordance with specific
exemptions from the registration requirements of the federal securities laws and the qualification requirements of state
securities laws and that the Company is relying upon the truth and accuracy of Purchaser’s (i) representations, warranties,
agreements and acknowledgments in this Agreement and (ii) answers to the questions in the Investor Questionnaire in order
to confirm the availability of those exemptions and the suitability of Purchaser to acquire the Class A Units.

DOCSOC/1302576v1/101054-0001
 (c) Purchaser understands that neither the Class A Units nor the terms of the Offering have
not been approved or disapproved by the U.S. Securities and Exchange Commission (“SEC”), or any state securities
commissioner, nor has the SEC or any state securities commissioner passed on the accuracy or adequacy of any
information in the Memorandum or any other information that may have been furnished to Purchaser by the
Company in connection with the Offering.

(d) Purchaser is acquiring the Class A Units for investment only and solely for his/her/its account,
and not with a view to the distribution thereof, and Purchaser has no present intention of reselling, transferring or otherwise
disposing, in whole or in part, of any interest in the Class A Units. Purchaser has not offered or sold any participation in the
subscription that Purchaser is making for the purchase of the Class A Units, and will not offer or sell the Class A Units or
any interest therein, in violation of the Securities Act or any state securities laws. Except as otherwise set forth on the last
page of the Subscription Agreement, on the issuance of the Class A Units for which this subscription is accepted, other than
the Purchaser, no person or entity will have any right or interest in or to the Class A Units being subscribed for by
Purchaser.
(e) Purchaser understands and agrees that the Class A Units will be “restricted securities” under the
federal securities laws, no sale, transfer or other disposition of the Class A Units may be made without the prior written
consent of the Company’s Manager (which it may withhold in its sole discretion) and there will be no market for the sale of
the Class A Units. Therefore, Purchaser may not sell, transfer or otherwise dispose of any of any of the Class A Units,
either in whole or in part, or pledge the Class A Units for a loan, unless such sale, transfer or other disposition or pledge is
first approved by the Manager and, even if such approval is obtained, Purchaser will have to register such sale, transfer or
other disposition with the SEC under Securities Act and qualify it under applicable state securities laws unless Purchaser is
able to furnish an opinion of counsel reasonably acceptable to the Company and its counsel, that the proposed sale, transfer,
pledge or other disposition is exempt from such federal registration and state securities qualification requirements.

(f) Purchaser understands and agrees that the Company will have no obligation to register the Class
A Units under the Securities Act or qualify them under any state securities law for resale, pledge or other transfer by
Purchaser or to take any action that may be required to make any exemptions from such registration and qualification
requirements available to Purchaser, such as, but not limited to, making information about the Company available to the
public to enable the Common Units to be resold pursuant to Rule 144 under the Securities Act.

(g) Purchaser acknowledges that Purchaser was not presented with or solicited by any form of
general advertising relating to the offer or sale of the Class A Units.

(h) Purchaser acknowledges that he or she has such knowledge and expertise in financial and
business matters that Purchaser is capable of evaluating the merits and risks of an investment in the Class A Units and
acknowledges that an investment in the Class A Units entails a number of very significant risks, as set forth in the
Memorandum under the caption “RISK FACTORS”, and that a purchase of the Class A Units in the Offering should not be
made if Purchaser is not able to withstand a possible total loss of his, her or its investment in the Class A Units.

(i) Purchaser is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D
under the Securities Act, a copy of which Rule is attached as an EXHIBIT to this Agreement and Questionnaire. Purchaser
represents and warrants that all of Purchaser’s answers to the questions in the attached Investor Questionnaire are truthful,
accurate and complete.

(j) Purchaser has received and carefully reviewed the Memorandum. Purchaser has had a
reasonable opportunity to ask questions of and to receive answers from the Company concerning the Offering and the
Company and its proposed business, including the risks thereof, and to verify the accuracy of any information set forth in
the Memorandum, and all such questions, if any, have been answered to the full satisfaction of Purchaser and any financial
or investment advisor (an “Advisor”) who has assisted the Purchaser in evaluating Purchaser’s proposed investment in the
Class A Units.
(k) Purchaser or the Advisor has received from the Company, and has reviewed, such additional
information which Purchaser or his/her/its Advisor considers necessary or appropriate to evaluate the merits and risks of an
investment in the Class A Units. Purchaser acknowledges that the information set forth under the heading “RISK
FACTORS” in the Memorandum, which Purchaser and his/her/its Advisor (if any) has read, is incorporated herein by
reference and forms an integral part of this Investor Agreement and Questionnaire.

2
DOCSOC/1302576v1/101054-0001
 (l) Except as set forth in this Agreement, no representations or warranties have been made to
Purchaser by the Company or its Manager or any agent, employee or affiliate of the Company or of the Management.
Purchaser has relied solely on the representations, warranties, covenants and agreements of the Company in this Agreement
and on Purchaser’s examination and independent investigation in making its decision to acquire the Class A Units.

(m) If Purchaser is an individual, Purchaser is over 21 years old and is legally competent to execute
the Subscription Agreement and this Investor Agreement and Questionnaire or, if Purchaser is an entity, Purchaser is duly
authorized to purchase and invest in the Class A Units, and the individual signing the Subscription Agreement and this
Investor Agreement and Questionnaire on behalf of such entity has been duly authorized by Purchaser to do so.

(n) Purchaser has full power and authority to execute and deliver the Subscription Agreement and
this Agreement and Questionnaire and to perform Purchaser’s obligations thereunder and hereunder. The Subscription
Agreement and this Investor Agreement and Questionnaire are legally binding obligations of Purchaser enforceable against
Purchaser in accordance with their respective terms.

(o) Purchaser has not incurred any obligation for any finders, broker’s or agent’s fees or
commissions in connection with the subscription and purchase of Class A Units in the Offering.

(p) Purchaser agrees that if there should be any material change in any of the information
contained in the Subscription Agreement or this Investor Agreement and Questionnaire, Purchaser will immediately
furnish such revised or corrected information to the Company. Unless the Company receives written notice from
Purchaser furnishing any revised or corrected information, the Company shall be entitled to assume that the information
furnished in Purchaser’s Subscription Agreement and in this Investor Agreement and Questionnaire will continue to be
true, correct and complete in all respects to and including such date as of which the Company may accept Purchaser’s
subscription (either in whole or in part).

2. Binding Effect. Purchaser understands and agrees that (i) the Company shall not have any obligation to
accept Purchaser’s subscription for the purchase of Class A Units in the Offering, whether as a result of the Company's
receipt of the Subscription Agreement and the purchase price paid by the Purchaser for the Class A Units Purchaser is
subscribing to purchase, or otherwise, and the Company shall have no obligation to sell and issue any of the Common Units
to Purchaser unless and until the Company accepts Purchaser's subscription, either in whole and in part, and (ii) the
Company’s acceptance of Purchaser’s subscription is at its sole discretion and shall be evidenced only by the Company’s
execution of the signature page attached to the Subscription Agreement where indicated and the delivery of a copy thereof
to Purchaser. The Subscription Agreement shall be null and void if the Company does not accept Purchaser's subscription
at least in part or terminates the Offering prior thereto.

3. Indemnification. Purchaser agrees to indemnify the Company and its Manager hold them and their
officers, managers, employees and agents harmless from and against any and all losses, damages, liabilities, costs and
expenses (including, but not limited to, any and all expenses reasonably incurred in investigating or defending against any
litigation, investigation or other proceeding commenced or threatened or any claim whatsoever) which any of them may
sustain or incur in connection with this Offering as a result of any inaccuracy in or breach of any of Purchaser’s
representations, warranties, or agreements contained in the Subscription Agreement or any representations, warranties,
agreements or answers of Purchaser contained in this Investor Agreement and Questionnaire.

4. Confidentiality. Purchaser acknowledges and agrees that all information relating to the Company and
Purchaser’s subscription, including, but not limited to, the information contained in the Memorandum, the Subscription
Agreement and this Agreement and Questionnaire, shall be kept strictly confidential by Purchaser, except as otherwise
required by law or made public other than by or through Purchaser.

5. Nontransferability. This Investor Agreement may not be assigned or otherwise transferred, either in
whole or in part, by Purchaser.

6. Amendment; Entire Agreement; Governing Law; and Binding Effect. Except as otherwise provided
in Section 1(p) above, this Agreement (a) may only be modified by a written instrument executed by Purchaser and the
Company, (b) together with the Purchaser’s Subscription Agreement and Investor Questionnaire, sets forth the entire
agreement of Purchaser and the Company with respect to the subject matter hereof and supersedes all prior agreements and
understandings between the parties with respect to the subject matter hereof or the subscription for and purchase of

3
DOCSOC/1302576v1/101054-0001
Common Units by the Purchaser, (c) shall be governed by the laws of the State of Arizona applicable to contracts made and
to be wholly performed therein without resort to that state’s conflict-of-laws rules, and (d) shall inure to the benefit of, and
be binding upon, the Company and its successors and assigns and, subject to the restrictions set forth in Section 6 above,
Purchaser and Purchaser's heirs, legal representatives, successors and assigns.

7. Notices. All notices, requests, demands, claims and other communications hereunder or under or with
respect to the Subscription Agreement or this Agreement and Questionnaire shall be in writing and shall be delivered by
certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such
transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight
delivery, to the following address and facsimile numbers (or to such other addresses or facsimile numbers which such party
shall subsequently designate in writing to the other party): (a) If to the Company: Desert Health Worldwide, LLC, 6401
East Gelding Drive, Scottsdale, AZ 85254 Attention: Johnny Shannon, Manager; Facsimile #: (480) 661-7163; and (b) If
to Purchaser: to the address set forth on the signature page of the Subscription Agreement.

8. Survival of the Warranties and Covenants. The representations, warranties and covenants of
Purchaser contained in or made in the Subscription Agreement or in this Investor Agreement and Questionnaire, including
Purchaser’s answers in the Questionnaire, shall survive the execution and delivery of the Subscription Agreement and this
Investor Agreement and the closing of the sale to Purchaser of any Class A Units.

9. Background Information and Questionnaire; Counterparts. The Background Information on the first
page of this Agreement and the attached Investor Questionnaire are integral parts of this Agreement. This Agreement and
the attached Investor Questionnaire may be executed in two or more counterparts, each of which executed counterparts,
together with any facsimile or photo copies thereof, shall be deemed an original, but all of which together, including any
facsimile or photo copies thereof, shall constitute one and the same instrument.

[Signature Page Follows]

4
DOCSOC/1302576v1/101054-0001
 DESERT HEALTH WORLDWIDE, LLC

SIGNATURE PAGE OF INVESTOR AGREEMENT AND QUESTIONNAIRE

Individual Purchaser:

Signature Signature (if joint purchase)

Date Date

*If Pension or Profit Sharing Plan or Corporate or Entity Purchaser:

(Name of Corporation or other Entity)

By: By:
Name: Name:
Title: Title:
Date: Date:

* If Purchaser is a corporation, two duly authorized officers of the corporation must sign this Investor Agreement and
Questionnaire.

Desert Health Worldwide, LLC

a Arizona Corporation

By: Johnny Shannon, Manager

Desert Health Worldwide, LLC

By:
Name:
Title:

S-1
DOCSOC/1302576v1/101054-0001
 ANNEX A

INVESTOR QUESTIONNAIRE

INSTRUCTIONS: This Questionnaire is being provided to each individual or entity (a “Prospective Investor”)
who desires to purchase Common Units Interest (“Common Units”) of Desert Health Worldwide, LLC, a newly organized
Arizona Corporation (the “Company”). The Class A Units are being offered for sale in a private offering (the “Offering”)
being made by the Company pursuant to Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)
by means of a Private Placement Memorandum dated as of October 10, 2010 (the “Memorandum”). The Class A Units will
be sold only to Prospective Investors who qualify as “accredited investors” within the meaning of Rule 501 of Regulation D
and meet the Investor Suitability Standards established for the Offering by the Company; and, the purpose of this
Questionnaire is to assure the Company that each person or entity that subscribes for the purchase of any Class A Units in
the Offering is an accredited Investor and meets those Suitability Standards.

If the answer to any question is “None” or “Not Applicable”, please so state.

Your answers will at all times be kept strictly confidential. However, by signing this Questionnaire, you agree that
the Company may present this Questionnaire to such parties or government agencies as it deems appropriate if called upon
under law to establish the availability, under applicable federal or state securities laws, of an exemption from registration or
qualification requirements thereof for the Offering.

For purposes of this Questionnaire, income may be calculated by starting with adjusted gross income and adding
tax exempt interest, the deductions taken for long-term capital gains, depletion, partnership losses allocated to you and IRA
and/or Keogh Plans. Income attributable to a spouse or to property owned by a spouse may not be included unless your
spouse is a co-investor in the Common Units.

For purposes of determining Net Worth, except as otherwise provided below, please value your home at its cost
plus the cost of improvements made and do not include any appreciation that you believe may have occurred in the value of
the home.

Please complete, sign, date and return one copy of this Questionnaire by facsimile and hard copy to:

Johnny Shannon
6401 East Gelding Drive
Scottsdale, AZ 85254
Phone No. (480) 319-4940
Email: deserthealth@aol.com

If you have any questions regarding this Questionnaire, please feel free to call Johnny Shannon (480) 319-4940

PLEASE PRINT

Individual Investors:

Name of Investor: Social Security No.:

(1) (1)
Spouse’s Name: Social Security No.:
Address of
Principal Residence:

(1) If Investor and his or her spouse are investing jointly.

A-1
DOCSOC/1302576v1/101054-0001
 Desert Health Worldwide, LLC
(Investor Questionnaire Continued)

Pension Plan or Trust Purchaser:

Name(s) of Trustee: Fed. Tax ID No.:

State of Organization:
State of Residency of
Trustee and type of Entity (1)
Address:

Corporate, LLC, Partnership or Entity Purchaser:

Name of Investor: Fed. Tax ID No.:

State of Incorporation
or Organization: Fiscal Year End:
Address of
Headquarters Offices:

Questions for Individual Investors (including any Investor making an investment through a self-directed IRA):

States in which Investor maintains a residence:

1. (a) State of principal residence:

(b) For how long? years.
(c) Do you maintain a residence in any other state? If yes, please list those states:

2. In which state(s) do you:

(a) File state income tax returns
(b) Vote
(c) Hold current driver’s license
(d) Maintain a house or apartment

3. What is your present age:

(1) If the trustee is an entity, please indicate whether the trustee is a bank, savings and loan association, insurance company, or a
registered investment advisor or another type of entity.,

A-2
DOCSOC/1302576v1/101054-0001
 Desert Health Worldwide, LLC
(Investor Questionnaire Continued)

4. In the last federal income tax return you filed, check which of the following tax tables you used:

Married Individual Filing Joint Return
Unmarried Individual

Married Individual Filing Separate Return
Head of Household

5. If you are subscribing for the purchase of Class A Units as an individual, either alone or with your spouse:

(a) Is your net worth in excess of $1,000,000? (For purposes of this question, you may include your spouse’s
net worth and may include the cost of your home and any improvements therein, less mortgage
indebtedness thereon, and the fair market value of home furnishings and automobiles).

Yes
No

(b) Is your net worth, exclusive of home and furnishings, in excess of $1,000,000?

Yes
No

(c) Does your proposed investment in the Common Units exceed ten percent (10%) of your net worth
(determined as described in Paragraph 5(a) above)?

Yes
No

(d) Was your individual income during each of the past two years in excess of $200,000, or joint income with
your spouse, if your spouse is a co-investor, in excess of $300,000 and do you anticipate at least reaching
the same income level in the current year?

Yes
No

(e) Income individually (or jointly if your spouse is a co-purchaser), for calendar 2008:

Less than $100,000

$100,000 - $149,999
$150,000 to $199,999

$200,000 to $300,000
Over $300,000

(f) Income individually (or jointly if your spouse is a co-purchaser), for calendar 2009:

Less than $100,000

$100,000 - $149,999
$150,000 to $199,999

$200,000 to $300,000
Over $300,000

(g) Estimated income individually (or jointly if your spouse is a co-purchaser), for current year:

Less than $100,000

$100,000 - $149,999
$150,000 to $199,999

$200,000 to $300,000
Over $300,000

A-3
DOCSOC/1302576v1/101054-0001
 Desert Health Worldwide, LLC
(Investor Questionnaire Continued)

Questions to be Answered by Pension or Profit Sharing Plan Investors Only:

Are the Common Units to be issued to a Pension or Profit Sharing Plan or a Trust?

Yes
No

(a) If yes, please describe and set forth the value of the assets of the Plan or Trust.
Amount of Assets: $
Nature of Assets:

(b) Please identify the person(s) or entity with investment control over the Plan or Trust assets and such
person(s)’ or entity’s state of residence:

(c) Please identify the person(s) responsible for the ministerial duties of administering the Plan or Trust (the
Trustee) and such person(s)’ or entities state of residence.

Questions to be Answers by Corporate, Partnership or other Entity Investors.

If you are a corporation, business trust, investment company, partnership or other entity subscribing to purchase
Common Units, please answer the following questions:

(a) What type of entity are you and state of organization .

(b) State where principal place of business is located .

(c) What is the amount of your total assets, on a consolidated basis, according to your most recent financial
statements and set forth the date of those financial statements?
$ Date of Financial Statements

(d) Date of Incorporation or Organization: *

* If the corporation, partnership or other entity was organized for the purpose of investing in the
Common Units, then, each Member, partner or owner of such entity must complete his or her own
Investor Questionnaire and answer the questions required to be answered by individuals above and all
investors below.

Questions for All Investors:

The following questions must be answered by all investors, whether individuals, entities or pension or profit
sharing plans or trusts. In the case of entity or pension or profit sharing investor, the questions must be answered with
respect to the individual or officer of such entity or plan or trust who has the power and authority to make investment
decisions for the entity or plan or trust.

1. Investment experience:

(a) Please indicate the frequency of your investment in marketable securities:

Often
Occasionally
Seldom
Never

A-4
DOCSOC/1302576v1/101054-0001
 Desert Health Worldwide, LLC
(Investor Questionnaire Continued)

(b) Please indicate the frequency of your investment in securities with restricted transferability:

Often
Occasionally
Seldom
Never

(c) The undersigned has previously purchased Units or other securities in limited offerings or private
placements.

Yes
No

(d) Do you believe that you are capable of evaluating the merits and risks of an investment in the Common
Units?

Yes
No

If yes, please describe and set forth the reasons. (education, experience, profession, etc.)

(e) Do you intend to obtain advisory services of an independent professional or business or financial advisor
in connection with you investment in the Common Units?

Yes
No

If yes, please provide the advisor’s name, address, phone number and email address:

Name:
Address and Contact Information:

2. Describe below any business or personal relationship you have with any officers or managers of the Company or
any of its officers and identify the individual(s) with whom you have that relationship and the length of time you
have known such individual(s).

[Signature Page Follows]

A-5
DOCSOC/1302576v1/101054-0001
 CERTIFICATIONS AND SIGNATURES

I understand that the Company will be relying on the accuracy and completeness of my answers to the
foregoing questions, and I represent and warrant to the Company as follows:

(a) The answers to the above questions are complete and correct and may be relied upon by the Company
in determining whether the Offering is exempt from registration under the Securities Act of 1933, and
from qualification under applicable state securities laws.
(b) I will notify the Company immediately of any material change in any of my statement or answers
made in this Questionnaire occurring prior to the closing of any purchase by me of any of the Class A
Units; and
(c) I have sufficient knowledge and experience in financial and business matters to evaluate the merits
and risks of an investment in the Class A Units;
OR
I have consulted with the advisor(s) that I have identified in the above Questionnaire who has/have
sufficient knowledge and experience in financial and business matters to evaluate, on my behalf, the
merits and risks of the prospective investment in the Class A Units.
(d) I understand that the transferability of the Common Units will be restricted and that I may not be able
to liquidate my investment in the Class A Units if the need to do so should ever arise.
(e) I am able to bear the economic risk of my proposed investment in the Class A Units, and at the
present time and under reasonably foreseeable circumstances, I could afford a complete loss of this
investment.
(f) If I have completed and am signing this Questionnaire on behalf of a pension or profit sharing plan or
a corporation, partnership or other entity, I am duly authorized to sign and submit this Questionnaire
to the Company.

Individual Purchaser:

Signature Signature (if joint purchase)

Date Date

*Corporate or Entity Purchaser:

Name of Corporation or other Entity

By: By:
Name: Name:
Title: Title:
Date: Date:

* If Purchaser is a corporation or limited liability company, two duly authorized officers of the corporation or
limited liability company must sign this Questionnaire.

A-6
DOCSOC/1302576v1/101054-0001
 EXHIBIT B

DEFINITION OF ACCREDITED INVESTOR

An “accredited investor” as defined in Rule 501 is any person or entity that meets the requirements contained
in any of the following paragraphs:

(1) A bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other
institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;
any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as
defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of
1940 or a business development company as defined in Section 2(a)(48) of that act, a Small Business Investment
Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or
instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in
excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act
of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a
bank, savings and loan association, insurance company, or a registered investment advisor, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons
that are accredited investors;

(2) Any private business development company as defined in Section 202(a)(22) of the Investment
Advisors Act of 1940;

(3) Any organization as described in Section 501(c)(3) of the Code, corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in
excess of $5,000,000;

(4) Any director or executive officer of any accredited Financial Group; i.e. Keller Financial Group

(5) Any natural person whose individual net worth or joint net worth with that person’s spouse, at the
time of his purchase exceeds $1,000,000;

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most
recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring
the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of
Regulation D; or

(8) Any entity in which all of the equity owners are accredited investors.

B-1
DOCSOC/1302576v1/101054-0001
Form W-9 Request for Taxpayer Give form to the
(Rev. October 2007)
Department of the Treasury
Identification Number and Certification requester. Do not
send to the IRS.
Internal Revenue Service
Name (as shown on your income tax return)
See Specific Instructions on page 2.

Business name, if different from above

Print or type

Check appropriate box: Individual/Sole proprietor Corporation Partnership

Exempt
Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ©
payee
Other (see instructions) ©

Address (number, street, and apt. or suite no.) Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Social security number
backup withholding. For individuals, this is your social security number (SSN). However, for a resident
alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is
your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number
number to enter.
Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the instructions on page 4.

Sign Signature of
Here U.S. person © Date ©

General Instructions Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
Section references are to the Internal Revenue Code unless
otherwise noted. ● An individual who is a U.S. citizen or U.S. resident alien,
● A partnership, corporation, company, or association created or
Purpose of Form organized in the United States or under the laws of the United
A person who is required to file an information return with the States,
IRS must obtain your correct taxpayer identification number (TIN) ● An estate (other than a foreign estate), or
to report, for example, income paid to you, real estate ● A domestic trust (as defined in Regulations section
transactions, mortgage interest you paid, acquisition or 301.7701-7).
abandonment of secured property, cancellation of debt, or
Special rules for partnerships. Partnerships that conduct a
contributions you made to an IRA.
trade or business in the United States are generally required to
Use Form W-9 only if you are a U.S. person (including a pay a withholding tax on any foreign partners’ share of income
resident alien), to provide your correct TIN to the person from such business. Further, in certain cases where a Form W-9
requesting it (the requester) and, when applicable, to: has not been received, a partnership is required to presume that
1. Certify that the TIN you are giving is correct (or you are a partner is a foreign person, and pay the withholding tax.
waiting for a number to be issued), Therefore, if you are a U.S. person that is a partner in a
partnership conducting a trade or business in the United States,
2. Certify that you are not subject to backup withholding, or provide Form W-9 to the partnership to establish your U.S.
3. Claim exemption from backup withholding if you are a U.S. status and avoid withholding on your share of partnership
exempt payee. If applicable, you are also certifying that as a income.
U.S. person, your allocable share of any partnership income from The person who gives Form W-9 to the partnership for
a U.S. trade or business is not subject to the withholding tax on purposes of establishing its U.S. status and avoiding withholding
foreign partners’ share of effectively connected income. on its allocable share of net income from the partnership
Note. If a requester gives you a form other than Form W-9 to conducting a trade or business in the United States is in the
request your TIN, you must use the requester’s form if it is following cases:
substantially similar to this Form W-9.
● The U.S. owner of a disregarded entity and not the entity,
Cat. No. 10231X Form W-9 (Rev. 10-2007)
Form W-9 (Rev. 10-2007)
● The U.S. grantor or other owner of a grantor trust and not the
trust, and
● The U.S. trust (other than a grantor trust) and not the
beneficiaries of the trust.
Foreign person. If you are a foreign person, do not use Form
W-9. Instead, use the appropriate Form W-8 (see Publication
515, Withholding of Tax on Nonresident Aliens and Foreign
Entities).
Nonresident alien who becomes a resident alien. Generally,
only a nonresident alien individual may use the terms of a tax
treaty to reduce or eliminate U.S. tax on certain types of income.
However, most tax treaties contain a provision known as a
“saving clause.” Exceptions specified in the saving clause may
permit an exemption from tax to continue for certain types of
income even after the payee has otherwise become a U.S.
resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception
contained in the saving clause of a tax treaty to claim an
exemption from U.S. tax on certain types of income, you must
attach a statement to Form W-9 that specifies the following five
items:
1. The treaty country. Generally, this must be the same treaty
under which you claimed exemption from tax as a nonresident
alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that
contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the
exemption from tax.
5. Sufficient facts to justify the exemption from tax under the
terms of the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows
an exemption from tax for scholarship income received by a
Chinese student temporarily present in the United States. Under
U.S. law, this student will become a resident alien for tax
purposes if his or her stay in the United States exceeds 5
calendar years. However, paragraph 2 of the first Protocol to the
U.S.-China treaty (dated April 30, 1984) allows the provisions of
Article 20 to continue to apply even after the Chinese student
becomes a resident alien of the United States. A Chinese
student who qualifies for this exception (under paragraph 2 of
the first protocol) and is relying on this exception to claim an
exemption from tax on his or her scholarship or fellowship
income would attach to Form W-9 a statement that includes the
information described above to support that exemption.
If you are a nonresident alien or a foreign entity not subject to
backup withholding, give the requester the appropriate
completed Form W-8.
What is backup withholding? Persons making certain payments
to you must under certain conditions withhold and pay to the
IRS 28% of such payments. This is called “backup withholding.”
Payments that may be subject to backup withholding include
interest, tax-exempt interest, dividends, broker and barter
exchange transactions, rents, royalties, nonemployee pay, and
certain payments from fishing boat operators. Real estate
transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments
you receive if you give the requester your correct TIN, make the
proper certifications, and report all your taxable interest and
dividends on your tax return.
Payments you receive will be subject to backup
withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II
instructions on page 3 for details),
3. The IRS tells the requester that you furnished an incorrect
TIN,
Page 2
4. The IRS tells you that you are subject to backup
withholding because you did not report all your interest and
dividends on your tax return (for reportable interest and
dividends only), or
5. You do not certify to the requester that you are not subject
to backup withholding under 4 above (for reportable interest and
dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup
withholding. See the instructions below and the separate
Instructions for the Requester of Form W-9.
Also see Special rules for partnerships on page 1.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such
failure unless your failure is due to reasonable cause and not to
willful neglect.
Civil penalty for false information with respect to
withholding. If you make a false statement with no reasonable
basis that results in no backup withholding, you are subject to a
$500 penalty.
Criminal penalty for falsifying information. Willfully falsifying
certifications or affirmations may subject you to criminal
penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in
violation of federal law, the requester may be subject to civil and
criminal penalties.
Specific Instructions
Name
If you are an individual, you must generally enter the name
shown on your income tax return. However, if you have changed
your last name, for instance, due to marriage without informing
the Social Security Administration of the name change, enter
your first name, the last name shown on your social security
card, and your new last name.
If the account is in joint names, list first, and then circle, the
name of the person or entity whose number you entered in Part I
of the form.
Sole proprietor. Enter your individual name as shown on your
income tax return on the “Name” line. You may enter your
business, trade, or “doing business as (DBA)” name on the
“Business name” line.
Limited liability company (LLC). Check the “Limited liability
company” box only and enter the appropriate code for the tax
classification (“D” for disregarded entity, “C” for corporation, “P”
for partnership) in the space provided.
For a single-member LLC (including a foreign LLC with a
domestic owner) that is disregarded as an entity separate from
its owner under Regulations section 301.7701-3, enter the
owner’s name on the “Name” line. Enter the LLC’s name on the
“Business name” line.
For an LLC classified as a partnership or a corporation, enter
the LLC’s name on the “Name” line and any business, trade, or
DBA name on the “Business name” line.
Other entities. Enter your business name as shown on required
federal tax documents on the “Name” line. This name should
match the name shown on the charter or other legal document
creating the entity. You may enter any business, trade, or DBA
name on the “Business name” line.
Note. You are requested to check the appropriate box for your
status (individual/sole proprietor, corporation, etc.).
Exempt Payee
If you are exempt from backup withholding, enter your name as
described above and check the appropriate box for your status,
then check the “Exempt payee” box in the line following the
business name, sign and date the form.
Form W-9 (Rev. 10-2007) Page 3
Generally, individuals (including sole proprietors) are not exempt Part I. Taxpayer Identification
from backup withholding. Corporations are exempt from backup
withholding for certain payments, such as interest and dividends. Number (TIN)
Note. If you are exempt from backup withholding, you should Enter your TIN in the appropriate box. If you are a resident
still complete this form to avoid possible erroneous backup alien and you do not have and are not eligible to get an SSN,
withholding. your TIN is your IRS individual taxpayer identification number
The following payees are exempt from backup withholding: (ITIN). Enter it in the social security number box. If you do not
have an ITIN, see How to get a TIN below.
1. An organization exempt from tax under section 501(a), any
IRA, or a custodial account under section 403(b)(7) if the account If you are a sole proprietor and you have an EIN, you may
satisfies the requirements of section 401(f)(2), enter either your SSN or EIN. However, the IRS prefers that you
use your SSN.
2. The United States or any of its agencies or If you are a single-member LLC that is disregarded as an
instrumentalities, entity separate from its owner (see Limited liability company
3. A state, the District of Columbia, a possession of the United (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner
States, or any of their political subdivisions or instrumentalities, has one). Do not enter the disregarded entity’s EIN. If the LLC is
4. A foreign government or any of its political subdivisions, classified as a corporation or partnership, enter the entity’s EIN.
agencies, or instrumentalities, or Note. See the chart on page 4 for further clarification of name
5. An international organization or any of its agencies or and TIN combinations.
instrumentalities. How to get a TIN. If you do not have a TIN, apply for one
immediately. To apply for an SSN, get Form SS-5, Application
Other payees that may be exempt from backup withholding for a Social Security Card, from your local Social Security
include: Administration office or get this form online at www.ssa.gov. You
6. A corporation, may also get this form by calling 1-800-772-1213. Use Form
7. A foreign central bank of issue, W-7, Application for IRS Individual Taxpayer Identification
8. A dealer in securities or commodities required to register in Number, to apply for an ITIN, or Form SS-4, Application for
the United States, the District of Columbia, or a possession of Employer Identification Number, to apply for an EIN. You can
the United States, apply for an EIN online by accessing the IRS website at
www.irs.gov/businesses and clicking on Employer Identification
9. A futures commission merchant registered with the Number (EIN) under Starting a Business. You can get Forms W-7
Commodity Futures Trading Commission, and SS-4 from the IRS by visiting www.irs.gov or by calling
10. A real estate investment trust, 1-800-TAX-FORM (1-800-829-3676).
11. An entity registered at all times during the tax year under If you are asked to complete Form W-9 but do not have a TIN,
the Investment Company Act of 1940, write “Applied For” in the space for the TIN, sign and date the
form, and give it to the requester. For interest and dividend
12. A common trust fund operated by a bank under section payments, and certain payments made with respect to readily
584(a), tradable instruments, generally you will have 60 days to get a
13. A financial institution, TIN and give it to the requester before you are subject to backup
14. A middleman known in the investment community as a withholding on payments. The 60-day rule does not apply to
nominee or custodian, or other types of payments. You will be subject to backup
withholding on all such payments until you provide your TIN to
15. A trust exempt from tax under section 664 or described in the requester.
section 4947.
Note. Entering “Applied For” means that you have already
The chart below shows types of payments that may be applied for a TIN or that you intend to apply for one soon.
exempt from backup withholding. The chart applies to the Caution: A disregarded domestic entity that has a foreign owner
exempt payees listed above, 1 through 15. must use the appropriate Form W-8.
IF the payment is for . . . THEN the payment is exempt Part II. Certification
for . . .
To establish to the withholding agent that you are a U.S. person,
Interest and dividend payments All exempt payees except or resident alien, sign Form W-9. You may be requested to sign
for 9 by the withholding agent even if items 1, 4, and 5 below indicate
Broker transactions Exempt payees 1 through 13. otherwise.
Also, a person registered under For a joint account, only the person whose TIN is shown in
the Investment Advisers Act of Part I should sign (when required). Exempt payees, see Exempt
1940 who regularly acts as a Payee on page 2.
broker Signature requirements. Complete the certification as indicated
Barter exchange transactions Exempt payees 1 through 5 in 1 through 5 below.
and patronage dividends 1. Interest, dividend, and barter exchange accounts
opened before 1984 and broker accounts considered active
Payments over $600 required Generally, exempt
2
payees during 1983. You must give your correct TIN, but you do not
to be reported and direct 1 through 7 have to sign the certification.
1
sales over $5,000
2. Interest, dividend, broker, and barter exchange
1 accounts opened after 1983 and broker accounts considered
See Form 1099-MISC, Miscellaneous Income, and its instructions.
2 inactive during 1983. You must sign the certification or backup
However, the following payments made to a corporation (including gross
proceeds paid to an attorney under section 6045(f), even if the attorney is a
withholding will apply. If you are subject to backup withholding
corporation) and reportable on Form 1099-MISC are not exempt from and you are merely providing your correct TIN to the requester,
backup withholding: medical and health care payments, attorneys’ fees, and you must cross out item 2 in the certification before signing the
payments for services paid by a federal executive agency. form.
Form W-9 (Rev. 10-2007) Page 4
3. Real estate transactions. You must sign the certification. Secure Your Tax Records from Identity Theft
You may cross out item 2 of the certification.
Identity theft occurs when someone uses your personal
4. Other payments. You must give your correct TIN, but you information such as your name, social security number (SSN), or
do not have to sign the certification unless you have been other identifying information, without your permission, to commit
notified that you have previously given an incorrect TIN. “Other fraud or other crimes. An identity thief may use your SSN to get
payments” include payments made in the course of the a job or may file a tax return using your SSN to receive a refund.
requester’s trade or business for rents, royalties, goods (other
than bills for merchandise), medical and health care services To reduce your risk:
(including payments to corporations), payments to a ● Protect your SSN,
nonemployee for services, payments to certain fishing boat crew ● Ensure your employer is protecting your SSN, and
members and fishermen, and gross proceeds paid to attorneys ● Be careful when choosing a tax preparer.
(including payments to corporations).
Call the IRS at 1-800-829-1040 if you think your identity has
5. Mortgage interest paid by you, acquisition or been used inappropriately for tax purposes.
abandonment of secured property, cancellation of debt,
qualified tuition program payments (under section 529), IRA, Victims of identity theft who are experiencing economic harm
Coverdell ESA, Archer MSA or HSA contributions or or a system problem, or are seeking help in resolving tax
distributions, and pension distributions. You must give your problems that have not been resolved through normal channels,
correct TIN, but you do not have to sign the certification. may be eligible for Taxpayer Advocate Service (TAS) assistance.
You can reach TAS by calling the TAS toll-free case intake line
at 1-877-777-4778 or TTY/TDD 1-800-829-4059.
What Name and Number To Give the Requester
Protect yourself from suspicious emails or phishing
For this type of account: Give name and SSN of: schemes. Phishing is the creation and use of email and
websites designed to mimic legitimate business emails and
1. Individual The individual
websites. The most common act is sending an email to a user
2. Two or more individuals (joint The actual owner of the account or,
account) if combined funds, the first
falsely claiming to be an established legitimate enterprise in an
individual on the account
1
attempt to scam the user into surrendering private information
3. Custodian account of a minor The minor
2 that will be used for identity theft.
(Uniform Gift to Minors Act)
1
The IRS does not initiate contacts with taxpayers via emails.
4. a. The usual revocable savings The grantor-trustee Also, the IRS does not request personal detailed information
trust (grantor is also trustee) through email or ask taxpayers for the PIN numbers, passwords,
1
b. So-called trust account that is The actual owner or similar secret access information for their credit card, bank, or
not a legal or valid trust under other financial accounts.
state law
5. Sole proprietorship or disregarded The owner
3
If you receive an unsolicited email claiming to be from the IRS,
entity owned by an individual forward this message to phishing@irs.gov. You may also report
Give name and EIN of:
misuse of the IRS name, logo, or other IRS personal property to
For this type of account:
the Treasury Inspector General for Tax Administration at
6. Disregarded entity not owned by an The owner 1-800-366-4484. You can forward suspicious emails to the
individual Federal Trade Commission at: spam@uce.gov or contact them at
4
7. A valid trust, estate, or pension trust Legal entity www.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338).
8. Corporate or LLC electing The corporation
corporate status on Form 8832 Visit the IRS website at www.irs.gov to learn more about
9. Association, club, religious, The organization identity theft and how to reduce your risk.
charitable, educational, or other
tax-exempt organization
10. Partnership or multi-member LLC The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a state or local
government, school district, or
prison) that receives agricultural
program payments
1
List first and circle the name of the person whose number you furnish. If only one person
on a joint account has an SSN, that person’s number must be furnished.
2
Circle the minor’s name and furnish the minor’s SSN.
3
You must show your individual name and you may also enter your business or “DBA”
name on the second name line. You may use either your SSN or EIN (if you have one),
but the IRS encourages you to use your SSN.
4
List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN
of the personal representative or trustee unless the legal entity itself is not designated in
the account title.) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed,

the number will be considered to be that of the first name listed.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return.
The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S.
possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal
nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.
You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other
payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.