1. Superior Topicals, Inc. hereinafter "Company," is a direct selling Company of personal health care products and services and other consumer products and services to the consumer via wholesale or through Independent Distributors (hereinafter "ID"). These policies and procedures herein are applicable to all ID’s of the Company.

 2. An ID is one who has completed a Company application and agreement and such application and agreement has been accepted by the Company as an ID. The Company reserves the right to accept or reject anyone as an ID.

 3. All ID’s must be the age of majority in the state in which they distribute Company products and services.

 4. Unless waived in writing by the Company upon application, the Company will consider each married couple a single ID.  If one spouse is already an ID, the non-participating spouse may elect to become an ID, but must join the same ID position as his or her spouse. The Company reserves the right to reject any applications for new ID positions or applications for renewal. Should a husband/wife ID divorce, they should notify the Company as to how the ID position is to be managed thereafter. Otherwise, the Company will recognize the final judicial or adjudicatory disposition of the ID position.

 5. ID’s are independent marketing representatives of the Company and are not to be considered purchasers of a franchise or a distributorship. The agreement between the Company and its ID does not create an employer\employee relationship, agency, partnership, or joint venture between the Company and the ID. Each ID shall hold harmless the Company from any claims, damages or liabilities arising out of ID business practices. Company ID has no authority to bind the Company to any obligation. Each ID is encouraged to set up his\her own hours and to determine his\her own methods of sale, so long as he\she complies with the policies and procedures of the Company.

 6. Transaction Submission Integrity. It is essential to the success of the Company, its ID and customers that submissions of transactions to the Company maintain integrity of communication. It is to be expected that all transaction submissions to the Company, including, but not limited to, ID applications, ID communication, ID financial transactions and consumer transactions, be submitted by the individual or entity involved in the transaction. Third party submission of any and all transaction submissions is prohibited. An ID may not communicate any transaction submissions on behalf of another ID, ID applicant or customer. An ID may not use his or her credit card or bank account on behalf of another individual or ID. This rule is applicable to any and all forms of transaction submissions, including, but not limited to, online, telephone, fax, email, etc.

 7. In the conduct of its business, the ID shall safeguard and promote the reputation of the products, services and trademarks of the Company and shall refrain from all conduct which might be harmful to such reputation of the Company or to the marketing of such products and services or inconsistent with the public interest, and shall avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices. An ID shall not interfere with, harass or undermine other IDs and, at all times, shall respect the privacy of other IDs. An ID must not disparage the Company, its affiliate entities, other Company IDs, Company products and/or services, the marketing and compensation plans, or Company employees.

 8. The company's program is built upon internet sales to the ultimate consumer.  The company also recognizes that IDs may wish to purchase product or service in reasonable amounts for their own personal or family use.

 9. Company Retail/70 Percent Policy. The Company sales and marketing program is based upon internet sales to the ultimate consumer. Every aspect of the program is designed to assist our ID in the marketing of fine products and services to the general consuming public. As a dual consumer safeguard, of the utmost importance to the Company is the policy that under no circumstances may ID cause others to purchase products or services in amounts that are not reasonably expected to be sold to the consuming public or in unreasonable amounts for personal or family use. In furtherance of these policies, the Company has adopted specific rules on retail sales and retailing referenced as the Company retail/70 percent rules. In the interest of protecting the consumer and the opportunity of its ID, the Company enforces this rule through a verification program.

 Company Retail/70 Percent Rule.

 a. Retail Rule.

Although the primary function of the Company is to sell products and services to the general consuming public, the Company realizes that its ID may wish to purchase product for personal or family use in reasonable amounts. For this reason, the Company defines an internet sale to include sales to non-participants, as well as purchases for personal or family use in reasonable amounts. This is a standard followed by leading direct selling companies. Notwithstanding this policy, the Company, in order to specifically further internet selling, has adopted a requirement that an ID will not be eligible for commissions unless he or she maintains a monthly minimum equivalent to at least $20.00 per month.  This minimum requirement satisfies the $20.00 obligation by ID to cover Company expense for Data Processing Individual Web-Link for ID.  After this requirement is met monthly and a minimal of $20.00 in commissions is due to ID by Company then a transfer to IDs Paypal Account will occur.  The cost of transfer charge by Paypal to Company will be deducted from IDs commissions at time of funds transfer.

 b.70 Percent Rule.

As with other leading direct selling companies, the Company has adopted a 70 percent rule.  Under this rule, Company ID may not order additional product unless they have sold or used for personal or family use at least 70 percent of previously purchased inventory-type product. This verification form is also intended to support the 70 percent rule policy.

Retail Sales/70 Percent Rule Audit Verification Program.

In its effort to support and enforce the retail sales/70 percent rule, the Company on a quarterly basis will conduct random audit verification follow-ups. Representatives of the Company will contact ID to further verify compliance with the retail sale/70 percent rule. ID should maintain records and be prepared to assist Company representatives in their task.

 10. Sales Volume Qualification by Order Taking. As with other leading direct selling companies, the Company has adopted minimum personal sales volume requirements. With respect to tangible products, which may be offered for purchase for resale, minimum sales volume requirements may also be fulfilled by taking orders from retail customers which will be fulfilled or drop-shipped by the Company directly to the retail customer.

 11. All IDs are responsible for paying local, state and federal taxes due on earnings from commissions or any other earnings generated as a seller of Company products and services. The Company will collect sales tax on behalf of the ID, then report and distribute applicable sales taxes to the taxing entity for the state in which the sale is made. ID may apply for a waiver of this practice by submitting a copy of their sales and use tax number (and a statement that they are wholesale purchasers purchasing for resale) acquired through their local taxing authorities.

 12. Company IDs shall not advertise Company products and services and/or marketing plans except as specifically approved by the Company. Company IDs agree to make no false or fraudulent representations about the Company, the products, the Company compensation plan, or income potentials.

 13. At time of ID enrollment ID will be required to set-up a Paypal account for ID commissions to be transferred through to IDs account by Company.  All IDs are required to pay a data processing fee for a monthly web-page at the time of enrollment for their ID application to the Company. The data processing fee is "at Company cost." This sum is a Data processing fee, and is strictly to offset costs incurred by the Company for managing the data processing individual web-link page for an ID of the Company. No product purchase by the ID is required. A Data processing fee of $24.95 will be charged to ID's credit card on file for the amount of $22.95 plus a $2.00 processing fee monthly for the set-up and management of the ID's personal Independent Distributor web-link for the sales of Simply ICE products.

 14. Trademark, Trade Names, Advertising.

 a. The name of the Company and other names as may be adopted by the Company are proprietary trade names and trademarks of the Company. As such, these marks are of great value to the Company and are supplied to ID for ID's use only in an expressly authorized manner. ID agrees not to advertise the Company products or services in any way other than the advertising or promotional materials made available to ID by the Company. ID agrees not to use any written, printed, recorded or any other material in advertising, promoting or describing the products or services or the Company marketing program, or in any other manner, any material which has not been copyrighted and supplied by the Company, unless such material has been submitted to the Company and approved in writing by the Company before being disseminated, published or displayed.

b. The ID, as an independent contractor, is fully responsible for all of his\her verbal and written statements made regarding the product or service and marketing program which are not expressly contained in writing in the current ID agreement, and advertising or promotional materials supplied directly by the Company. ID agrees to indemnify the Company and hold it harmless from any and all liability including judgments, civil penalties, refund, attorney fees, court costs or lost business incurred by the Company as a result of ID's unauthorized representations.

c. The Company will not permit the use of its copyrights, designs, logos, trade names, trademarks, etc. without its prior written permission.

d. All Company materials, whether printed, on film, produced by sound recording, or on the internet, are copyrighted and may not be reproduced in whole or in part by ID or any other person except as authorized by the Company. Permission to reproduce any materials will be considered only in extreme circumstances. Therefore, an ID should not anticipate that approval will be granted.

e. A Company ID may not produce, use or distribute any information relative to the contents, characteristics or properties of Company product or service which has not been provided directly by the Company. This prohibition includes but is not limited to print, audio or video media.

f. A Company ID may not produce, sell or distribute literature, films or sound recordings which are deceptively similar in nature to those produced, published and provided by the Company for its ID. Nor may an ID purchase, sell or distribute non-company materials which imply or suggest that said materials originate from the Company.

g. Any display ads or institutional or trademark advertising copy, other than covered in the foregoing rules, must be submitted to the Company and approved in writing by the Company prior to publication.

h. All advertising copy, direct mailing, radio, TV, newspaper and display copy must be approved in writing before being disseminated, published or displayed with the exception of blind ads where no reference is made to the Company name or product name.

i. No claims as to therapeutic or curative properties about the products may be made except those officially approved in writing by the Company or as contained in the official Company literature. In particular, no ID may make any claim that the Company products are useful in the treatment or cure of any disease. Such statements can be perceived as medical claims. Not only is this totally against Company policy, but it is also against the laws governed by the United States Food and Drug Administration.

 15. Internet and Website Policy.

 The Company maintains an official corporate website. IDs are allowed to advertise on the internet through an approved Company program which allows ID to personalize the home page with the ID's message and the ID's contact information. These websites link directly to the Company website giving the ID a professional and Company-approved presence on the internet.

 Only these approved websites may be used by ID. No ID may independently design a website that uses the names, logos, product or service descriptions of the Company, nor may an ID use "blind" ads on the internet making product or income claims which are ultimately associated with Company products, services or the Company's compensation plan. Any person using Company names, logos, trademarks, etc. on the internet or any other advertising medium, except as permitted by Company Rules and Regulations, shall be subject to immediate discipline, including termination of ID status. No ID shall register and use any domain name or URL that includes the Company name or the names of Company Products without the prior express written consent of Company.  IDs are allowed to use their personal networking sites such as FaceBook, MySpace, NDEX, etc. to promote their approved Company personalized web page but must follow the Company Policies and Procedures with regard to the use of Company names, logos, trademarks, etc.

 16. Prohibition of Sales on Unauthorized Internet Sites. Except with written authorization from the Company, an ID may not sell nor promote Company products on unauthorized internet sites, including, but not limited to auction sites such as eBay, nor internet shopping sites, nor internet malls.

 17. Unsolicited Email.

 The Company does not permit IDs to send unsolicited commercial email to others unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act. Any email sent by an ID that promotes the Company, the Company opportunity or Company products and services must comply with the following:

 a. There must be a functioning return email address to the sender.

b. There must be a notice in the email that advises the recipient that he or she may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning "opt-out" notice).

c. The email must clearly and conspicuously disclose that the message is an advertisement or solicitation.

d. The use of deceptive subject lines and/or false header information is prohibited.

e. All opt-out requests, whether received by email or regular mail, must be honored. If an ID receives an opt-out request from a recipient of an email, the ID must forward the opt-out request to the Company.

 18. Unsolicited Faxes and Spam.

 Except as provided in this section, IDs may not use or transmit unsolicited faxes, mass email distribution, unsolicited email, or "spamming" or use an automatic telephone dialing system relative to the operation of their Company businesses. Unsolicited broadcast distribution of email or other distribution that may be defined as "bulk mail" or "SPAM" is strictly prohibited.  Any other bulk use of email is prohibited.

 The term "automatic telephone dialing system" means equipment, which has the capacity to:

 a. Store or produce telephone numbers to be called, using a random or sequential number generator; and

 b. To dial such numbers.

 The terms "unsolicited faxes" and "unsolicited email" mean the transmission via telephone facsimile or electronic mail, respectively, of any material or information advertising or promoting the Company, its products, its compensation plan or any other aspect of the Company which is transmitted to any person, except that these terms do not include a fax or email:

 a. To any person with that person’s prior express invitation or permission; or

 b. To any person with whom the ID has an established business or personal relationship. The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two-way communication between an ID and a person, on the basis of:

(1) An inquiry, application, purchase or transaction by the person regarding products offered by such ID; or

(2) A personal or familial relationship, which relationship has not been previously terminated by either party.

 19. Retail Establishments.

 Company products or services may only be displayed and sold in retail establishments where the nature of the business is to make appointments with customers (such as salons, doctors' offices, and health clubs where appointments are made for personal training or classes are scheduled) the sale of such products or services within such retail facilities must be conducted by an ID or a Preferred Customer and must be preceded by a discussion where the ID introduces the prospect to the products or services and opportunity just as they would if they had met outside of the retail facility.

 Company produced literature, banners, or signage only may be displayed on a shelf, counter, or wall and must be displayed by itself. Products or services may not be sold from a shelf or taken from a display for purchase by a customer. Company products or services may not be sold in any retail establishment, even by appointment, if competitive products or services are sold in the establishment. From time to time, the Company may announce policies and rules that expand or contract restrictions on sales in retail establishments.

 20. Trade Shows.

 Unless written authorization is secured from the Company, Company products or services and opportunity are the only products or services and/or opportunity that may be offered in the trade show booth. Only Company produced marketing materials may be displayed or distributed. No ID may sell or promote the Company's products or services or business opportunity at flea markets, swap meets, or garage sales. With written authorization from the Company, Company products or services and opportunity may be displayed at trade shows by ID. Request for participation in trade shows must be received in writing by the Company at least two weeks prior to the show. Written authorization from the Company must be received before participating in the trade show.

 21. International Sales.

 No ID may export or sell directly or indirectly to others who export the Company's products, literature, sales aids or promotional material relating to the Company, its products or services or the Company's program from the United States or its possessions or territories to any other country. IDs that choose to enroll or sponsor internationally may do so only in countries in which the Company has registered to operate its business and must comply fully with the Rules of Operation of a Company ID position in that country. Any violation of this rule constitutes a material breach of this contract and is grounds for immediate termination of the ID position.

 22. The Company reserves the right to approve or disapprove ID's change of business names, formation of partnerships, corporations, and trusts for tax, estate planning, and limited liability purposes. If the Company approves such a change by ID, the organization's name and the names of the principals of the organization must appear on the ID application/agreement along with a social security number or federal identification number. It is prohibited to make changes to attempt to circumvent or violate Company rules on raiding, solicitation, targeting, cross-sponsoring or interference.

 23. The ID agreement may be canceled at any time and for any reason by an ID notifying the Company in writing of the election to cancel.

 24. If an ID elects not to renew his\her ID agreement, all rights to commissions and wholesale purchases cease.  The current renewal fee for IDs is $39.00. This fee is due prior to each of the ID’s anniversary dates of their enrollment with Company.

 25. The Company shall be entitled to repayment of any commission previously paid on a sale of product/service if the product/service purchase is cancelled or reversed or a refund paid for a terminated purchase. The Company shall recover the commission by adjustment on the next month's ID commission. In the event that no commission is available for adjustment in the following month, the ID who has received the commission shall repay the commission paid on the "reversed sale" within 30 days of the Company’s notice to repay. Prior to the payment of any commissions to an ID, the ID’s commissions must accumulate to a minimum of $20.00.

 26. The Company shall be entitled to change product or service prices at any time and without notice, and to make changes in the statement of policy and procedures.

 27. Each ID shall comply with all state and local taxes and regulations governing the sale of Company products or services.

 28. Notwithstanding the Company's longer retail customer guarantee policy, all retail sales must comply with the FTC Three-Day Cooling Off Rule which requires statutory language and notice of cancellation on the retail sales receipt. The three-day right of cancellation must be orally explained to the customer and the customer must receive two copies of the notice of cancellation form.

 29. Company IDs, as independent contractors, are free to sell or market consumer products or services other than the Company‘s products with certain restrictions; however, a Company ID shall not engage in any recruiting or promotion activity that targets Company IDs for opportunities or products of other direct selling companies or business opportunities, either directly or indirectly, by themselves or in conjunction with others, nor shall an ID participate, directly or indirectly, in interference, raiding  or  solicitation activity of Company IDs for other direct selling companies or business opportunities. Additionally, no recruiting for other business ventures is authorized at any Company function. Failure to comply with this recruiting and cross-sponsoring policy shall cause a Company ID position to be subject to cancellation. This prohibition on targeting, interference, soliciting and raiding shall be in effect during the term of the ID agreement and for a period of three (3) years after the termination of the ID agreement. For the term of this agreement and for three (3) years after termination hereof, an ID shall not, directly or indirectly, recruit any of Company's ID to join other direct sales or network marketing companies nor solicit, directly or indirectly, Company's IDs to purchase services or products, or in any other way interfere with the contractual relationships between Company and its IDs.

 30. On a periodic basis, the Company will supply data processing information and reports to the ID, which will provide information concerning the ID’s sales, product purchases and product mix. The ID agrees that such information is proprietary and confidential to the Company and is transmitted to the ID in confidence. The ID agrees that he or she will not disclose such information to any third party directly or indirectly, nor use the information to compete with the Company directly or indirectly during or after the term of the agreement. The ID and the Company agree that, but for this agreement of confidentiality and nondisclosure, the Company would not provide the above confidential information to the ID. An ID seeking to sell his/her ID position must acknowledge and agree to this provision prior to the finalization of the sale of their ID position.

 31. Vendor Confidentiality.

 The Company's business relationship with its vendors, manufacturers and suppliers is confidential. An ID shall not contact, directly or indirectly, or speak to or communicate with any representative of any supplier or manufacturer of the Company except at a Company sponsored event at which the representative is present at the request of the Company. Violation of this regulation may result in termination and possible claims for damages if the vendor/manufacturer's association is compromised by the ID contact.

 32. Change in Status.

 Marriage: Two Company ID who marry after having established their own individual ID positions may continue to operate their existing ID positions

Divorce: Should a married couple become divorced, they agree to notify the Company as to who will assume responsibility for the ID position in one of the following manners:

 a) Written notarized agreement signed by both parties indicating who will retain the ID position.

  b) A court order delineating who receives custody over the ID position.

  c) Both parties may choose to retain their joint ID position and operate it as a partnership.

The divorced ID may apply for a new ID position without having to wait 12 months.

 Death: Upon the death of an ID, the rights and responsibilities of the ID position may be passed on to the rightfully legally documented heir as long as that person has filled out a new ID application/agreement and completed the required training.

 Disability: Should an ID become disabled to the extent that he/she can no longer fulfill the required duties of a Company ID, such disabled ID’s legal representative or conservator shall:

 a) Contact the Company within thirty (30) days of the disability and advise the Company of the ID’s status and the plans for future management or cancellation of the ID position.

b) Provide notarized or court confirmed copy of appointment as legal representative or conservator.

c) Provide notarized or court confirmed copy of document establishing right to administer the Company business.

d) Should the legal representative or conservator plan to continue the business of the ID position, then he/she shall fill out a new ID application/agreement and receive the required training consistent with the disabled ID’s level at the time of disability.

e) These requirements shall be satisfied within a deadline of six months.

 33. Sale or Transfer.

 An ID may not sell, assign or otherwise transfer his or her ID rights without written application and approval by the Company. This paragraph is also applicable to transfer of any interest in an entity that owns an ID position, including but not limited to corporation, partnership, trust or other non-individual entity.

 34. This statement of policies and procedures is incorporated into the ID position agreement and constitutes the entire agreement of the parties regarding their business relationship.

 35. The Company expressly reserves the right to alter or amend prices, Rules and Regulations, Policies and Procedures, product availability and compensation plan. Upon notification, in writing, such amendments are automatically incorporated as part of the agreement between the Company and the ID. Company communication of changes may include, but shall not be limited to mail, email, fax, posting on the Company website, publication in company newsletters or magazines, etc.

 36. Non-Individual Ownership.

 A partnership or corporation may be an ID.  However, no individual may participate in more than one (1) ID position in any form without express written permission from the Company. Only in the most extreme and extraordinary circumstances will this be considered.

 a. An ID position may change status under the same sponsor from individual to partnership or corporation or from partnership to corporation with proper and complete documentation.

 b. To form a new ID position as a partnership or corporation or to change status to one of these forms of business, you must request a partnership/corporation form from the corporate home office. This form must be submitted detailing all partners, stockholders, officers or directors in the partnership or corporation. The partner or officer who submits the form must be authorized to enter into binding contracts on behalf of the partnership or corporation. In addition, by submitting the partnership/corporation form, you certify that no person with an interest in the business has had an interest in an ID position within three (3) months of the submission of the form (unless it is the continuation of an existing ID position that is changing its form of doing business).

 37. Individual and Entity Ownership Information.

 a. An individual can have only one ID position in the Company. He/she may not own any other ID position, either individually or jointly, nor may he/she participate as a partner, owner, stockholder, trustee, director, or association member in more than one ID position in any form.

 b. An individual shall provide the Company with a Social Security Number or a Taxpayer Identification Number (TIN) on an IRS W-9 form. No individual operating under a fictitious name and no partnership, corporation or other business entity may become a Company ID without submitting an “Entity Information” form following enrollment of proprietorship, corporation, Limited Liability Corporation (LLC), trust or partnership.

(1) Proprietorship: A copy of fictitious name filing must be submitted, plus a W-9 form.

(2) Corporation: Copies of articles of incorporation are required, including the page with state seals and notarization. These articles will show who the principals are and prove validation of Federal ID Number/Business Number/E.I.N, plus a W-9 form.

(3) LLC: IRS acceptance only. The name on the IRS acceptance is required to state the LLC in order to use it as an LLC, plus a W-9 form.

(4) Trust: An affidavit of trust with the notarized copy of the power of attorney is necessary. If Federal ID Number is to be used and is not noted in the affidavit, an IRS acceptance will be required, plus a W-9 form.

(5) Partnership: To register as a partner, complete the partnership portion of the Entity Information form, along with all signatures that apply, plus a W-9 form.

 38. Entity Guarantee for Owners:

 Although Company has offered ID the opportunity to conduct their ID position as corporate, LLC, trust or partnership entities, it is agreed that since the ID position entity is under the control of its owners or principals, the actions of individual owners or beneficiaries as they may affect Company and the ID position are also critical to Company’s business. Therefore it is agreed that actions of the ownership entity shareholders, officers, directors, trustees, beneficiaries, agents, employees or other related or interested parties and the actions of such parties, which are in contravention to Company’s policies shall be attributable to the corporate, LLC, trust or partnership entity.

 In the event that any of the ownership entity shareholders, officers, directors, trustees, beneficiaries, agents, employees or other related parties shall terminate ownership interests in the ID position, any breaching actions by such parties that continue to have a beneficial financial interest, directly or indirectly, in the ID position shall be attributable to the ID position.

 39. Members of Same Household; Responsibility. Members of ID’s household may operate together as one Company ID position, but may not become separate Company IDs. Household is defined as husband, wife, and dependents. Note: Children of legal age to contract and at least 18 years of age are not considered a part of their parents’ household.  Company recognizes that members of the same household may belong to competing direct selling opportunities. Although the actions of the parties are normally in good faith, in some circumstances, there is an abuse of relationships in which the non-company household member is engaged in recruitment, solicitation or raiding of the Company sales organization. Since the household member that has an ownership interest in the Company ID position is in the best position to be responsible to prevent raiding or cross-sponsoring activity by their co-household member, the cross-recruiting activity of the non-company household member shall be attributed to the Company ID position, subjecting the ID position to discipline or termination.

 40. Disciplinary Actions.

 An ID's violation of any policies and procedures, the agreement, terms and conditions or any illegal, fraudulent, deceptive, or unethical business conduct may result, at the Company's discretion, in one or more of the following disciplinary actions:

 a. Issuance of a written warning or admonition.

 b. Imposition of a fine, which may be imposed immediately or withheld from future commission checks.

 c. Suspension, which may result in termination or reinstatement with conditions or restrictions.

 e. Termination of the ID.

 41. The Company reserves the right to terminate any ID position at any time for cause when it is determined that the ID has violated the provisions of the ID agreement, including the provisions of these policies and procedures as they may be amended or the provisions of applicable laws and standards of fair dealing. Such involuntary termination shall be made by the Company at its discretion. Upon an involuntary termination, the Company shall notify the ID by mail at the latest address listed with the Company for the ID. In the event of a termination, the terminated ID agrees to immediately cease representing him/herself as an ID.

 42. Termination.

 a. When a decision is made to terminate an ID position, the Company will inform the ID in writing that the ID position is terminated immediately, effective as of the date of the written notification. The termination notice will be sent by certified mail to the ID's address on file with the Company.

 b. The ID will have 10 days from the date of mailing of the certified letter in which to appeal the termination in writing, and provide written response to the finding of violations of Company agreement, policies and/or rules. The ID's appeal and/or response correspondence must be received by the Company within 20 days of the Company's termination letter. If the appeal is not received within the 20-day period, the termination will be automatically deemed final.

 c. If an ID files a timely appeal of termination, the Company will review and reconsider the termination, consider any other appropriate action, and notify the ID of its decision. The decision of the Company will be final and subject to no further review. In the event the termination is not rescinded, the termination will be effective as of the date of the Company's original termination notice.

 43. See specific addenda to ID agreement for specific states as to statutory purchasing limitations, buyback rules and other restrictions, disclosures and additional ID rights and responsibilities. In any state with a business opportunity statute, required expenditures during the first six months shall not exceed the statutory amount that initiates applicability of the state business opportunity statute.

 44. Income Claims.

 No income claims, income projections nor income representations may be made to prospective ID. Obviously, any false, deceptive or misleading claims regarding the opportunity or product\service are prohibited. In their enthusiasm, ID are occasionally tempted to represent hypothetical income figures based upon the inherent power of network marketing as actual income projections. This is counter-productive, since new ID may be quickly disappointed if their results are not as extensive or as rapid as a hypothetical model would suggest. The Company believes firmly that the income potential is great enough to be highly attractive in reality without resorting to artificial and unrealistic projections.

 45. Representation of Status.

 In all cases, any reference the ID makes to him/herself must clearly set forth the ID's independent status. For example, if the ID has a business telephone, the telephone may not be listed under the Company's name or in any other manner which does not disclose the independent contractor status of the ID.

 46. Judgment and Tax Liens.

 The Company will comply fully with any court order or instruction/demand by any government taxing authorities within the United States and Canada that orders, instructs or demands the withholding of an ID’s earnings from his/her ID position with the Company.

 47. Subpoenas Duces Tecum (Demands for Records).

 Assuming proper jurisdiction, the Company will comply with all subpoenas duces tecum demanding financial compensation records of an ID in his/her capacity as an independent contractor with the Company.

 48. Requests for Records.

 The Company will comply fully with all requests for records accompanied by a properly prepared and signed authorization by the person whose records are being sought. The Company will comply fully with all requests for records by government agencies with the authority to request such records and accompanied by the requisite legal documentation.

 49. Newspaper Advertisements.

 • No specific income can be promised.

 • Advertisements must contain no misleading facts or distortions of the Company opportunity or product line.

 50. Business Cards and Stationery.

 Any printed materials, including business cards and stationery, must be approved by the Company in advance. Criteria for approving these materials will include a judgment regarding the quality of the materials as well as properly setting forth the independent status of the ID.

 51. Telemarketing Techniques.

 The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices.  Both federal agencies (as well as a number of states) have "do not call" regulations as part of their telemarketing laws. Although the Company does not consider IDs to be "telemarketers" in the traditional sense of the word, these government regulations broadly define the term "telemarketer" and "telemarketing" so that your inadvertent action of calling someone whose telephone number is listed on the federal "do not call" registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties.

Therefore, IDs must not engage in telemarketing in the operation of their Company businesses. The term "telemarketing" means the placing of one or more telephone calls to an individual or entity to induce the purchase of a Company product or service, or to recruit them for the Company opportunity. "Cold calls" made to prospective customers or IDs that promote either Company products or services or the Company opportunity constitute telemarketing and are prohibited. However, a telephone call placed to a prospective customer or ID (a "prospect") is permissible under the following situations:

 a. You may call family members, personal friends, and acquaintances. An "acquaintance" is someone with whom you have at least a recent firsthand relationship within the preceding three (3) months. Bear in mind, however, that if you make a habit of "card collecting" with everyone you meet and subsequently calling them, the FTC may consider this a form of telemarketing that is not subject to this exemption. Thus, if you engage in calling "acquaintances," you must make such calls on an occasional basis only and not make this a routine practice.

 b. The prospect’s personal inquiry or application regarding a product or service offered by the ID, within the three (3) months immediately preceding the date of such a meeting.

 c. If the ID has an established business relationship with the prospect.  An "established business relationship" is a relationship between an ID and a prospect based on the prospect’s purchase, rental or lease of goods or services from the ID, or a financial transaction between the prospect and the ID within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect’s purchase of a product or service.

 d. If the ID receives written and signed permission from the prospect authorizing the ID to call. The authorization must specify the telephone number(s) which the ID is authorized to call.

 e. In addition, ID shall not use automatic telephone dialing systems relative to the operation of their Company businesses. The term "automatic telephone dialing system" means equipment which has the capacity to (a) store or produce telephone numbers to be called, using a random or sequential number generator, and (b) to dial such numbers.

 52. Press Inquiries.

 Any inquiries by the media are to be referred immediately to the Company. This policy is to assure accuracy and consistent public image.

 53. Federal and state regulatory agencies rarely approve or endorse direct selling programs. Therefore, ID may not represent that the Company's program has been approved or endorsed by any governmental agency.

 54. Indemnification and Hold Harmless.

 The ID hereby indemnifies and releases Company, its officers, directors, agents and assigns and holds harmless from and against the full amount of any and all claims, causes of action, judicial and administrative proceedings suits, charges, liabilities, losses, damages, costs and expenses, including without limitation court costs and reasonable fees and expenses of attorneys and consultants, which are or may be made, filed or assessed against Company at any time arising out of ID's business operations and representations made by ID in the operation of his/her business, arising from the following:

 a. Violation and/or lack of compliance with terms of the ID agreement, policies and procedures, rules and regulations, marketing program manual or guidelines or any other directive from the Company as to method and manner of operation of the ID’s business;

 b. Engaging in any conduct not authorized by the Company in the Company market program;

 c. Any fraud, negligence or willful misconduct in the operation of the ID’s business;

 d. Misrepresentation or unauthorized representation regarding the Company's product or service, marketing opportunity or potential or the Company's marketing program;

 e. Failure to adhere to any federal, state or local law, regulation, ordinance and/or any order or rule issue by any court of appropriate jurisdiction;

 f. Engaging in any action which exceeds the scope of authority to the ID as granted by the Company;

 g. Engaging in any activity over which Company has no effective control as to the actions of the ID.

 h. Engaging in the general business operations of ID’s business.