ABOUTMARKET

UNITEDKINGDOM

MARKET AMERIcA wORlDwIDE QUIcK FAcTs

market United Kingdom’s mission is to provide a system for entrepreneurs to create an ongoing income, while providing consumers worldwide with a better way to shop. Through revolutionary technology and the power of people, we are creating the economy of the future.

Founded in 1992, ma is a Product Brokerage and Internet Marketing Company that specializes in One-to-One Marketing & Social Shopping.

Headquartered in Greensboro, NC, Market America Worldwide employs

over 675 people globally with international operations in Australia, Canada, Hong Kong, Taiwan, the United Kingdom, the United States and Mexico.

Through One-to-One Marketing and Social Shopping, Market United Kingdom combines the Internet with the power of people. As a result, we are changing the way people shop and changing the economic paradigm where anyone can become financially independent by creating our own economy — Built on Product. Powered by People®.

MArKeT UNiTed KiNGdOM’S SHOPPiNG WeBSiTe – SHOP.COMSHOP.COM, is one of the largest online retailers for consumers worldwide, offering millions of products and services (market United Kingdom’s brands) along with hundreds of the top internet retailers. Together with SHOP.COM, Market United Kingdom’s proprietary business model combines the power and scope of the internet with the personalization of One-to-One Marketing and Social Shopping to provide consumer’s with what they want and need.

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400MARKET AMERIcA wORlDwIDE hAs GENERATED OvER £2.8 BIllION GBP IN AccUMUlATED RETAIl sAlEs.

INDIvIDUAls hAvE EARNED OvER £1.6 BIllION GBP IN cOMMIssIONs AND RETAIl PROFITs.* *(in USd as of 31 of March, 2012).

Annualizing approximately $600 million (USd) in retail sales per year on the way to $1 billion annually

Hundreds of exclusive Market America-branded products and services

Over 3 million registered Preferred Customers worldwide

30,000 sq. ft. Technology research & development Center

200,000 total sq. ft. Headquarters & Fulfillment Center in Greensboro, N.C.

Localized Business Centers in United States, Canada, Australia, Hong Kong, Taiwan, Mexico and the United Kingdom

Total estimated retail profits earned*†:

£809,652,745 GBP Total Distributor earnings*:

£1,615,722,429 GBPTotal commissions earned:

£806,069,684 GBP+ =

Independent Distributors and UnFranchise® Owners have earned the following since the company’s inception:

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Product BrokerageCapitalising on the latest market trendsAs a product brokerage company, Market United Kingdom identifies the highest quality market-driven products and services. By moving with the marketplace, the Company does not rely solely on the sales of any one product or service. Without the costly burdens of manufacturing, mass marketing and advertising, greater resources are placed in product development and quality assurance, which guarantees that everything we offer is backed by substantial science, rigorous testing and peer-reviewed research. With exclusive Market United Kingdom company-branded products and services, our

online shopping website gives Shop Consultants access to numerous multibillion-pound industries including health & nutrition, cosmetics, anti-aging, personal care, web services and more. UnFranchise Businesses do not rely on the sale of any one product or service, resulting in short-term and long-term stability and profitability.

Internet Marketing An Innovative Online destinationOur online shopping Portal, combined with Market United Kingdom’s people power, provides the most efficient and friendliest experience found anywhere on the Internet. With unlimited shopping — including our exclusive Market United Kingdom products, hundreds of Partner Stores, a Universal Shopping Cart, comparison shopping and exclusive deals — SHOP.COM is an innovative online destination. Combine that with features like our revolutionary Cashback program, rich media content, buying guides, shopping blogs, the latest trends and more — all in a single location. Plus, with a

dedicated Shop Consultant Market United Kingdom delivers a personal touch unmatched by any other retailer, online or off.

One-to-One Marketing and Social Shopping Creating the economy of the future Approximately every 10-20 years, a new marketing system emerges as a better way of distributing in-demand products to the end consumer. in the earliest days of the Company, One-to-One Marketing became that new paradigm, centering on the philosophy that people hate to be sold but love to buy. One-to-One Marketing seamlessly matches people to products and products to people. Today, the newest system to emerge is Social Shopping. This unique model combines e-commerce with the social aspects of

shopping that are becoming more prevalent with online purchasing and social networking. More customers are shopping directly through social networks, and with our consistent innovation and developments, we are in perfect position to capitalise on this. With a global community of entrepreneurs, Social Shopping has allowed Market United Kingdom to move well beyond simple surface interaction with its customer base using tools like Facebook, Twitter and more. Through advanced metrics and detailed databases, our distribution force is able to meet the specific needs of every customer.

The UnFranchise® Business A proven plan for your financial successLike a franchise, Market United Kingdom provides systemisation, standardisation, state-of-the-art management systems, merchandising and marketing tools, growing visibility and the opportunity to own multiple business locations. However, unlike a franchise, there are no franchise fees, monthly royalties, territorial restrictions, little to no risks and minimal startup expenses. Best of all, UnFranchise Owners can begin on a part-time basis with flexible hours. There are three ways to earn income. First, Cashback. Earn Cashback from your online tranactions and your customers online transactions. Second,

provide products through your SHOP.COM website. Earn 30 to 1,000 percent gross retail profit by servicing the needs and wants of 10-15 Preferred Customers. Third, leverage your time and duplicate your efforts by creating a sales organisation with others doing the same. Simply put, the UnFranchise Business development System provides a path to financial independence by allowing you to secure a stream of ongoing income.

SARA & RICK

JAMES TIMMATT ASHLEY

ANN & BEN

CHERYLDR. JONES WILLIAM FRANK

YOU

CHRIS

TOM

MARY ROBERTLYNNTRAVIS

SUE

MIKE

BV BV

LINDA KATHYBOB ALEX

£ 850 BV£ 340 BONUS

£ 1,190 TOTAL

POTENTIAL

EVERY WEEKFOR EACH BDC

ThE FOUR cORNERsTONEs OF sUccEss

2

SARA & RICK

JAMES TIMMATT ASHLEY

ANN & BEN

CHERYLDR. JONES WILLIAM FRANK

YOU

CHRIS

TOM

MARY ROBERTLYNNTRAVIS

SUE

MIKE

BV BV

LINDA KATHYBOB ALEX

£ 850 BV£ 340 BONUS

£ 1,190 TOTAL

POTENTIAL

EVERY WEEKFOR EACH BDC

Country profile: United Kingdom Population: 62,262,000 | internet users: 52,731,209 | Facebook users: 30,538,320 — rank 7 | economy: 6

Y

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BUIlDING A GlOBAl cOMMUNITy

Market America worldwide has operations in the United States, Canada, Mexico, Australia, Hong Kong, Taiwan, and the United Kingdom

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United Kingdom

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Market Potential

Some 13.5 percent of all purchases in the UK were done via the internet in 2010, according to the Boston Consulting Group. This is projected to rise to 23 percent by 2016, reaching a total value of $352.4 billion USd. The iMrG study predicts 13 percent growth in internet retailing sales in 2012, and it expects some $122 billion USd to be spent on-line during the course of the year. Boston Consulting Group reports online shoppers in the United Kingdom spent $8.56 billion USd in February, up 10 percent from the same month last year. Boston Consulting Group also reports online shoppers in the United Kingdom spent $9 billion USd in April, up 10 percent from the same month last year. According to the British Broadcasting Corporation, the United Kingdom is the most internet-based major economy.

MARKET AMERIcA AcQUIREs shOP.cOMin december 2010, Market America acquired SHOP.COM — a pioneer in online comparison shopping — creating a powerful, new social shopping destination poised to challenge the internet’s leading e-commerce sites.

The acquisition combines SHOP.COM’s strength in technology and merchandising with Market America’s business model combining a high-touch, personal shopping experience with the industry’s only unlimited Cashback program.President & CEO, JR Ridinger interveiwed on Bloomberg TV(on left)

AcQUIsITION BENEFITs

earn Cashback for purchasing eligible Market United Kingdom-branded products and those from our Partner Stores where you see the Cashback logo.

Plus, get 1/2 percent cashback on eligible purchases made by people you referred to SHOP.COM.

Find exactly what you need from millions of products and services using our lightning fast search technology. Shop from home and save time, gas, and the hassle of fighting crowds. The Cashback program rewards you for doing what you already love to do — shop!

Cashback Font:Univers 67 Bold Condensed(Kerning set to Optical,Tracking set to -20)

Dollar Bill Colors:Dark Green: PMS 348 C | CMYK 100/0/85/24 |RGB 0/135/82 | Hex 008752Light Green: PMS 354 C | CMYK 80/0/90/0 |RGB 0/177/89 | Hex 00B259

Shop, Save and Earn Cashback at SHOP.COM Simply Cashback What Will You Buy – Cashback

SHOP.COM is recognized for the best comparison shopping technology.

SHOP.COM has award-winning merchandising functionality and display. it makes shopping appealing and easy, which increases conversions.

Faster search and better navigation for shopping.

Capture and retain millions of new customers from first time purchases and assign the new customers to ‘Shop Consultants’.

Attracts a constant flow of new customers from their SeO and SeM efforts.

Features Market United Kingdom branded products on the SHOP.COM site as a channel to attract new customers.

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* These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure or prevent any disease.

As a product brokerage company, Market United Kingdom and SHOP.COM identifies the highest quality market-driven products and services. By moving with the marketplace, Market United Kingdom does not rely solely on the sales of any single product or service.

Without the costly burdens of manufacturing, mass marketing and advertising, greater resources are placed in product development and quality assurance, which guarantees that everything we offer is backed by substantial science, rigorous testing and peer-reviewed research.

With over hundreds of exclusive products and services, Shop Consultants can capitalize on numerous multibillion-pound industries including health & nutrition, cosmetics, anti-aging, personal care, and web services.

UnFranchise® businesses do not rely on the sale of any single product or service, resulting in short-term and long-term stability and profitability. Whatever the trend, Market United Kingdom is in a position to capitalize on it.

BUIlT ON PRODUcT

Market United Kingdom’s isotonix® products offer the fastest and most efficient delivery system of nutraceutical supplements. isotonix, when used as directed, will provide the precise quantity of nutrients your body needs so you receive maximum results.*

What does isotonic mean?

Broken down to its roots, “iso-” means the same and “tonic” means pressure or tone. When describing solutions meant for consumption, isotonic means having the same fluid pressure as bodily fluids, i.e., the solutions of food entering the small intestine from the stomach for absorption.

The fluid pressure of solutions across semipermeable membranes, like the walls of the small intestine, is generally referred to as having a particular osmolality. it can be said that when solutions on opposite sides of a membrane have the same osmolality, they are isotonic.

The Isotonix delivery system

isotonix products are formulated with the proper balance of fructose, d-glucose, citric acid, potassium bicarbonate and other key ingredients to assure that they are isotonic and effective when properly prepared.

When you ingest non-isotonic nutritional supplements, your body must work for hours to digest and absorb the benefits and a percentage of the nutritive value is still lost. Because isotonix products are powders, none of the fillers, binders and coatings common to tablets are necessary. it greatly decreases the amount of time and work necessary to absorb a supplement.

Concentration and absorption

Concentration refers to the amount of nutrient dissolved in solvent and is often related to the efficiency of nutrient absorption. Since isotonix products experience little dilution in the gastrointestinal tract, they arrive in higher concentrations and are more efficiently absorbed.

Isotonix delivery system

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Pycnogenol® is a natural plant extract from the bark of the maritime pinetree, which grows exclusively along the coast of southwest France in Les Landes de Gascogne.

Pycnogenol extract has three basic functions — it is a powerfulantioxidant, it selectively binds to collagen and elastin, and promotes the production of endothelial nitric oxide, which it supports normal vasodilation of blood vessels.*

“OPCs (Oligomeric Proanthocyanidins) are among today’s most powerful and promising free-radical fighters. They are actually a family of antioxidants that are more powerful than vitamins C and e, (long held as the gold-standard antioxidants). Horphag research was founded in Berlin in 1925, and can be considered a pioneer of the dietary supplement and health food industry. Today, Pycnogenol is exclusively supplied worldwide by Horphag.

Isotonix Delivery System Pine Bark & Pycnogenol Fox News Dr. Steven Lamm - New Pycnogenol Benefits and OPC-3

• Accelerated Antioxidant Bioavailability of OPC-3® Bioflavonoids Administered as Isotonic Solution

• Improvement in Circulation and in Cardiovascular Risk Factors With a Proprietary Isotonic Bioflavonoid Formula Isotonix OPC-3

clINIcAl sTUDIEs Click links below

Market United Kingdom is the worldwide exclusive provider of isotonic-capable Pycnogenol® – Isotonix OPC-3®

BUIlT ON PRODUcT

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revolutionary anti-aging skincare line designed to support your skin on the cellular level

Uses clinically tested and proven ingredients like renovage® and Lumiskin® to help you look as young as you feel

Scientifically engineered to protect, hydrate and repair the skin while promoting a rebirthing effect

everything you need to turn your ordinary shower routine into a luxurious spa experience

each product is enhanced with vitamins, protein and natural botanical extracts

From gentle shampoos to silky lotions specially formulated to meet a diverse range of needs

each daily serving provides 3,000 mg of fish oil to supply 900 mg ePA and 600 mg dHA

ePA and dHA contribute to the normal functioning of the heart

Contains 150 percent of aloe in three delicious flavours

IASC-certified (international Aloe Science Council), ensuring aloe content and purity

Motives by Loren ridinger® is the award-winning cosmetics line defined by its creator — a trendsetter who has changed the face of the beauty industry. Simple to use and sexy to wear, Motives cosmetics provides you with an amazing color payoff, a flawless look, and a luxurious feel and finish. With the trendiest colors and industry-leading ingredients to give your eyes, cheeks, lips, face and nails a beautiful look and feel, Motives cosmetics — like Loren ridinger — is changing the face of cosmetics.

Product Demo Before & After Model Search Live the Lifestyle with Motives by Loren Ridinger

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MOTIvEs IN ThE NEws

186MES | Motives Spring/Summer Eye Shadows – Moroccan Spice248ML | Motives Max Lips – Beach108MLMG | Motives for La La Mineral Lip Shine – Amazing188MES | Motives Spring/Summer Eye Shadows – Luau

Receive on these products.

Destination Beauty captures the allure of your favorite getaways with colors inspired by the exotic tropical colors of Mykonos blues, cocktail pinks and Maui sunsets.

Create a sultry smokey eye inspired by the golden hues of the Moroccan coastline by applying Moroccan Spice to the entire eyelid. Create definition and the classic smokey look by applying Luau in the crease and lower lashline. Complete the look with your favorite Motives mascara and exude the essence of the rich coastal terrain.

Pair a smokey eye with a nude lip. Try Max Lips in Beach and Motives for La La Mineral Lip Shine in Amazing.

Find your escape at motivescosmetics.com.

Springdestinationto your

EscapeEscape

built on product. powered by people.® • built on product. powered by people.® • built on product. powered by people.® • built on product. powered by people.® • built on product. built on product. ® powered by people.

Lookin’ Goodma

Real Women with Motives®

Motives by Loren Ridinger is not only changing the cosmetics industry, it’s changing the way women feel about themselves. No matter what nationality, age or occupation, Motives is staying true to its mission of making women feel empowered and beautiful.

Motives cosmetics offers men and women the opportunity to be a part of something incredible. Used by models, celebrities and everyday women, Motives makeup offers unmatched versatility – achieving a professional or classic look, perfect for the office, while also successfully

delivering a fierce and trendy style for the runway or photo shoots.

Anyone who has worn Motives feels inspired and creative, empowered to accomplish anything, reach any goal and do the impossible.

KISSABLE

LIPSThis Valentine’s

Day, try these great

shades by searching

Vday Lips on

motivescosmetics.com

Motives® Lip Crayon in Retro Red

Motives® Mineral Lipstick in Classic

Motives® Pucker Up Lip Plumper in Red Velvet

These women use Motives® by Loren Ridinger® to look their best, so they can feel their best. By Roxanne Raynor

find us: facebook.com/motivescosmetics follow us: @motives

LucyAge: 22

Occupation: Assistant Manager at White House

Black Market

HOW DOES MOTIVES EMPOWER YOU:

“Motives empowers me to build a strong cosmetics

business by helping women discover their

natural beauty and feel confident in how

they look.”

MariaAge: 41

Occupation: Motives Creative Consultant

HOW DOES MOTIVES EMPOWER YOU:

“Motives empowers me by allowing me to help women look

beautiful and confident.”

FeliciaAge: 38

Occupation: Market America Compliance

HOW DOES MOTIVES EMPOWER YOU:

“You never get a second chance to make a first

impression. I am confident knowing that I have put my ‘best face’ forward when wearing Motives. Looking

my best is a big part of being my best.”

SusanAge: 26

Occupation: Stylist

HOW DOES MOTIVES EMPOWER YOU:

“Motives is a motivational brand that moves forward

with the individualized and poised women of

today, empowering them by enhancing their

natural beauty.”

8 January 2012 marketamerica.com | SHOP.COM

04MP | Price: $16.00 |

104ML | Price: $15.75 |

30MLP | Price: $14.00 |

®Want to create an irresistible look for an unforgettable night out? Look your best with tips from motivescosmetics.com – just click on “Tips and Trends”!

From left to right: Lucy, Maria, Felicia and Susan

07 Motives-03_20111223.indd 1 12/23/11 1:37 PM

SHOP.COM Presents: The 2011 evenings in Vogue fashion show from Miami Beach

and Motives Cosmetics

Even if your bags are overpacked, there’s always room for these essentials that will keep you looking fresh and beautiful, from day to night.

To travel light, visit SHOP.COM before you pack.

Barenecessities

12601 | Skintelligence® Travel Kit | $29.95

PRESH4 | Motives® Boxed Beauty | $29.95

31MBR | Motives® 7 PieceEssential Brush Set | $35.00

Receive on these products.

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ULTRA-LUXURIOUS, WEAR WET OR DRY5. DUAL PERFECTION POWDER This powder can be used dry as a classic powder foundation or on wet skin for more coverage. Paraben free. Color pictured: Honey. $25.00

COOL WARMNEUTRAL

Neutral Medium333MWDP

Neutral Light334MWDP

Neutral335MWDP

Honey336MWDP

Neutral Rose338MWDP

6. FULL COVERAGE PHOTO FINISH POWDER This amazing formula creates satiny, soft skin and a matte photo-finish look that lasts all day. Paraben free. Color pictured: Tan. $24.50

NEUTRAL WARM

Mocha313MFP

Tan314MFP

Neutral Medium311MFP

Neutral Light310MFP

Neutral315MFP

CONTOUR AND DEFINE FLAWLESSLYSHAPE & SCULPT DUO This luxurious formula contains a highlighter and matte contour powder that glides on smoothly to highlight and contour the face. Paraben free. Not pictured. $22.00

NEUTRAL

100MSD

FINISH YOUR PERFECT LOOK4. LUMINOUS TRANSLUCENT POWDERS Thesepowders — available in both loose and pressed — have ultra-soft, smooth texture that diffuses light to give women of all skin types a natural, healthy glow. Paraben free. Color pictured: Medium. $21.00

Light344MLFP

Medium341MLFP

NEUTRAL

LOOSE

NEUTRAL WARM

Light/Medium300MTP

Dark301MTP

PRESSED

foundations & powders

4THE BUZZ...New Beauty magazine loves MOTIVES® LIQUID POWDER MINERAL FOUNDATION for its super-lightweight and antioxidant-rich formula that lasts all day.

FLAWS ARE A THING OF THE PAST 1. CRÈME CONCEALER This formula conditions the skin without creasing to cover less-than-perfect problem areas and hide dark under-eye circles. Color pictured: Light. $16.50

COOL WARMNEUTRAL

Amber003MC

Light 001MC

Dark002MC

Light Amber004MC

2. LIQUID POWDER MINERAL FOUNDATION WITH SPF 15 This formula is an all-in-one, self-setting foundation and powder with rich polymers, silicon and vitamins that protect the skin and condition for a youthful appearance. $24.95

WARMNEUTRAL

Cameo Beige15MF

Honey Bronze12MF

Linen01MF

Sandy Beige06MF

Espresso14MF

Cream Beige02MF

Tender Beige03MF

Vanilla Cream04MF

Almond05MF

Fawn13MF

LIQUID CORRECTION CONCEALER Highlights, conceals and heals with vitamin E to reveal a more youthful appearance. Not pictured. $17.00

COOL WARMNEUTRAL

Fair 001MLCC

Dark004MLCC

Light002MLCC

Medium003MLCC

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BEST KEPT SECRET TO YOUNGER-LOOKING SKIN — INSTANTLY3. AGELESS RENEWAL FOUNDATION This exclusive formula contains anti-agingingredients including coenzyme Q10 and hydrolyzed collagen to give you younger-looking skin instantly while providing sheer coverage in a long-lasting formula. $29.50

COOL WARMNEUTRAL

Medium-Tan06MAF

Deep-Honey08MAF

Medium-Golden04MAF

Light-Porcelain01MAF

Medium-Olive05MAF

Light-Blush03MAF

Light-Ivory02MAF

complexionPERFECTION

ILLUMINATE YOUR COMPLEXION2. BLUSH BRONZER DUO This luxurious formula contains a highlighter and matte contour powder that glides on smoothly to highlight and contour the face. Paraben free. $22.50

NEUTRAL

301MB

RADIANT, SUN-KISSED GLOWPRESSED BRONZER This satiny, smooth-textured bronzer blends and layers for a flawless look every day. The non-irritating formula conditions the skin and provides antioxidant protection. Paraben free.Not pictured. $22.00

WARMNEUTRAL

Miami Glow 300MB

California Girl 302MB

VIBRANT COLORS FOR CHEEKS1. PRESSED BLUSH Nourishes and conditions the skin without clogging pores, creating a natural, healthy flush that blends and layers beautifully. Paraben free. Color pictured: Eclipse. $14.00

COOL WARMNEUTRAL

Runway 175MB

Lust 176MB

Flushed 180MB

Naughty 181MB

Pretty in Pink 184MB

Burnt Caramel 182MB

So Peachy 185MB

Baby Doll 186MB

Dancing Queen187MB

Shooting Star 188MB

Devilish Diva 189MB

Sun Goddess 191MB

Eclipse 190MB

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1. THE BUZZ...“MOTIVES® PRESSED BRONZER creates a natural, healthy glow so skin looks renewed and flawless.” WhomYouKnow.com

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NOON TO NIGHT LIP KIT Get long-lasting color from noonto night. Go as bold or as natural as you like. Paraben free. Not pictured. 81MLP, $35.00

NEUTRAL

SUITS ALL SKIN TONES AND COMPLEXIONS6. ESSENTIAL LIP KIT Contains nine gorgeous hues that complement every skin tone, age and season. Mix and match these shades to find your perfect color. The lip brush provides easy application. Paraben free. 80MLP, $35.00

NEUTRAL

MOISTURIZATION AND HYDRATION FOR LIPSVITAMIN C LIP TREATMENT This formula smoothes, soothes and helps prevent chapped lips. Not pictured. 500MLT, $17.50

3. VITAMIN E LIP TREATMENT Seal in moisture with style with this ultra-enriched treatment containing natural emollients that help hydrate chapped lips. Paraben free. 41MVITE, $17.50

HYDRATING LIP BALM The unique formula contains vitamins A and C, hyaluronic acid with collagen, shea butter, tangerine butter and natural tangerine oil to hydrate and soothe chapped lips. Paraben free. Not pictured. 0153, $17.50

4. LIP PUMICE Kiss away those dry, rough lips and get a soft, smooth, luscious pout with gentle exfoliation. Paraben free. 40MLIP, $14.95

BOLDER LIPS IN 29 DAYS5. 40FY® LIP TREATMENT Plumps and hydrates lips by supporting collagen production to give you lips that look fuller and sexier. Use three times a day to increase the look of your lip volume over time. Paraben free. 499MLT, $20.00

cheeks & lipsblushing

BEAUTIES

Porcelain Doll 179MB

Flirt 178MB

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Qty Name Size

2 Isotonix OPC-3 Single Bottle (90 Servings)

2 Isotonix OPC-3 Single Bottle (30 Servings)

2 Heart Health Essential Omega III Fish Oil Single Bottle (60 Servings)

2 Ultimate Aloe (Strawberry Kiwi Flavour) Single Bottle (16 Servings)

2 Ultimate Aloe (Pomegranate Flavour) Single Bottle (16 Servings)

2 Isotonix Activated B Complex Single Bottle (30 Servings)

1 Isotonix Vitamin C Single Bottle (30 Servings)

2 Isotonix Resveratrol Single Bottle (30 Servings)

1 Royal Spa Imperial Blend Bath & Shower Gel Single Bottle (16 fl. oz.)

1 Royal Spa Ultra III Shampoo Single Bottle (16 fl. oz.)

1 Royal Spa Tri Protein Deep Conditioner Single Bottle (16 fl. oz.)

Qty Name

1 Independent Distributor Subscription Kit

5 UK Catalogue

5 Getting Started Guide

5 Small FlipChart

UnFranchise Management System (UFMS) (2 months service)

CONTAINS

SHOP.COM Website · Master UnFranchise Business (300 BV & 3 BDCs)

Subscription Kit with selected Market United Kingdom brands · Business-building materials

Fast StartProgramme Start your businessfor only £330

FREE STANDARD DELIVERY

FAsT sTART PROGRAM

{Fast StartProgrammealso available

The examples of income shown are not intended to be representative of any specific class of Market America Independent Distributor, nor are they intended to represent that any given Independent Distributor will earn income in that amount. Rather, the income figures testify to the results, which have been accomplished by Independent Distributors who have devoted time, talent, hard work and a willingness to follow the proven UnFranchise® business plan in building their Market America business. The success of any Market America independent distributor will depend on the amount of hard work, talent and dedication he or she devotes to the building of his or her Market America business.

Elizabeth WeberInternational Field President

Earnings of $125,000 - $149,999 USDin four weeksMelrose, Mass.

Ben Ginder, Jr.Field President

Earnings of $80,000 - $99,999 USDin four weeksRed Lion, Pa.

Joanne HsiInternational Field President

Earnings of $80,000 - $99,999 USDin four weeksNew York, N.Y.

Frank & Gingie KeeferSenior Executive

Field Vice President

Earnings of $63,000 - $79,999 USDin four weeksQueenstown, Md.

Dolly KuoSenior Executive

Field Vice President

Earnings of $63,000 - $79,999 USDin four weeksWalnut, Calif.

Tony & Pam BowlingExecutive Field Vice President

Earnings of $45,000 - $62,999 USDin four weeksLutz, Fla.

Victor &Alice ChiouSenior Executive

Field Vice President

Earnings of $63,000 - $79,999 USDin four weeksMilpitas, Calif.

Marian &James KuoField President

Earnings of $80,000 - $99,999 USDin four weeksArcadia, Calif.

Tina ChenExecutive Field Vice President

Earnings of $45,000 - $62,999 USDin four weeksLivingston, N.J.

Nina HaleExecutive Field Vice President

Earnings of $45,000 - $62,999 USDin four weeksCovina, Calif.

Min LiuSenior Executive Field

Vice President

Earnings of $63,000 - $79,999 USDin four weeksOakland Garden, N.Y.

Patrick Hsieh & Alice ChenSenior Executive

Field Vice President

Earnings of $63,000 - $79,999 USDin four weeksBurnaby, B.C.

Norm & Mary RothExecutive Field Vice President

Earnings of $45,000 - $62,999 USDin four weeksBrookfield, Wis.

Julie SchollExecutive Field Vice President

Earnings of $45,000 - $62,999 USDin four weeksCharlotte, N.C.

Lisa WinklerExecutive Field Vice President

Earnings of $45,000 - $62,999 USDin four weeksNashotah, Wis.

Vikki LeeExecutive Field Vice President

Earnings of $45,000 - $62,999 USDin four weeksLong Beach, Calif.

By following the steps of our proven vehicle for success, Market America is responsible for creating hundreds of millionaires since the company’s inception in 1992. Overall, individuals have earned more than $2.4 billion in commissions and estimated retail profits.*

POwERED By PEOPlETotal estimated retail profits earned†:

£809,652,745Total Distributor earnings:

£1,615,722,429Total commissions earned:

£806,069,684+ =* USD As of 31 of March, 2012. †Estimated retail profits and estimated accumulated retail sales earned based on suggested retail prices

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The examples of income shown are not intended to be representative of any specific class of Market America Independent Distributor, nor are they intended to represent that any given Independent Distributor will earn income in that amount. Rather, the income figures testify to the results, which have been accomplished by Independent Distributors who have devoted time, talent, hard work and a willingness to follow the proven UnFranchise® business plan in building their Market America business. The success of any Market America independent distributor will depend on the amount of hard work, talent and dedication he or she devotes to the building of his or her Market America business.

Kwei Fang LiuField Vice President

Earnings of $36,000 - $44,999 USDin four weeksBurnaby, B.C.

Roger & Annie WuExecutive Field Vice President

Earnings of $45,000 - $62,999 USDin four weeksCovina, Calif.

Emily ChengField Vice President

Earnings of $36,000 - $44,999 USDin four weeksArcadia, Calif.

Kenneth & Tara BeckField Vice President

Earnings of $36,000 - $44,999 USDin four weeksCecil, Pa.

Jacki & Christopher BlaskoField Vice President

Earnings of $36,000 - $44,999 USD in four weeksChetek, Wis.

Andy DocosField Vice President

Earnings of $36,000 - $44,999 USDin four weeksOswego, N.Y.

Phil & Sue GuidoField Vice President

Earnings of $36,000 - $44,999 USDin four weeksDix Hills, N.Y.

Mary Beth DocosField Vice President

Earnings of $36,000 - $44,999 USD in four weeksOswego, N.Y.

Keith & Kim DoyleField Vice President

Earnings of $36,000 - $44,999 USD in four weeksYork, Pa.

Lou ManfrediField Vice President

Earnings of $36,000 - $44,999 USDin four weeksYork, Pa.

Arlene LowyField Vice President

Earnings of $36,000 - $44,999 USD in four weeksPittsburgh, Pa.

Karri WuField Vice President

Earnings of $36,000 - $44,999 USDin four weeksVancouver, B.C.

Amber Yang &Michael LuExecutive Field Vice President

Earnings of $45,000 - $62,999 USDin four weeksBayside, N.Y.

Ying ZhaoField Vice President

Earnings of $36,000 - $44,999 USDin four weeksOak Hill, Va.

Wan Rong YuanField Vice President

Earnings of $36,000 - $44,999 USDin four weeksCollege Point, N.Y.

Lisa & Yardley Lieberman-WangField Vice President

Earnings of $36,000 - $44,999 USDin four weeksWest Milford, N.J.

+ =* USD As of 31 of March, 2012. †Estimated retail profits and estimated accumulated retail

sales earned based on suggested retail prices

Total estimated retail profits earned†:

£809,652,745Total Distributor earnings:

£1,615,722,429Total commissions earned:

£806,069,684

12

£0

£20,000,000

£40,000,000

£60,000,000

£80,000,000

£120,000,000

£100,000,000

£160,000,000

£140,000,000

TOTAL DISTRIBUTOR & UNFRANCHISE OWNER EARNINGS

Year ending

Year ending

£0

£10,000,000

£20,000,000

£30,000,000

£40,000,000

£50,000,000

£80,000,000

£70,000,000

£60,000,000

TOTAL DISTRIBUTOR & UNFRANCHISE OWNER RETAIL PROFITS

Year ending

2006 20072005200420032002200120001999199819971996199519941993 2008 2009 2010 2011

2006 20072005200420032002200120001999199819971996199519941993 2008 2009 2010 2011

2006 20072005200420032002200120001999199819971996199519941993 2008 2009 2010 2011£0

£10,000,000

£20,000,000

£30,000,000

£40,000,000

£50,000,000

£60,000,000

* Estimated retail profits are based on Suggested Retail Price

wORlDwIDE cOMMIssIONs AND EsTIMATED* RETAIl PROFITs

* estimated retail profits are based on Suggested retail Price

in 2011, independent distributors and UnFranchise® Owners were paid £74 million GBP in commissions.Since the company’s inception in 1992 to the end of 2012’s first quarter, the total amount of commissions paid was over £806 million GBP.

in 2011, independent distributors and UnFranchise Owners earned an estimated £79 million GBP in gross retail profits. Since 1992, the total amount of UnFranchise Owner retail profits is an estimated* £810 million GBP.

Since 1992, independent distributors and UnFranchise Owners have earned over £1.6 billion GBP from the UnFranchise System based on commissions and estimated* gross retail profits.

13

ANTHONY AKERS VICE PRESIDENT OF COMMUNICATIONS

STEVE ASHLEY VICE PRESIDENT OF INTERNET MARKETING

MICHAEL BRADY CHIEF TECHNOLOGY OFFICER

BETH COX DIRECTOR OF HUMAN RESOURCESVINCE HUNT CHIEF OPERATING OFFICER, SHOP.COM

PAT LANDRY, CPASENIOR CONTROLLER

TED MEDINA, JD, MGAGENERAL COUNSEL

BRANDI QUINN VICE PRESIDENT OF OPERATIONS

SAM RITCHIE VICE PRESIDENT OF RESEARCH AND DEVELOPMENT

TANYA SMITH DIRECTOR OF MALL MANAGEMENT AND WEB MERCHANDISING

EUGENE WALLACE VICE PRESIDENT OF BUSINESS SOLUTIONS

ANDREW WEISSMAN EXECUTIVE DIRECTOR OF FIELD DEVELOPMENT

JIM WINKLER VICE PRESIDENT OF SALES

DIXON HUGHES GOODMAN LLP GREENSBORO, NC

Market America1302 PLEASANT RIDGE ROADGREENSBORO, NC 27409-9326WWW.MARKETAMERICA.COM

SHOP.COM21 LOWER RAGSDALE DRIVEMONTEREY, CA 93940

Market United KingdomSOUTHBANK HOUSEBLACK PRINCE ROADLONDON, SE1 7SJ

Market Australia UNIT 2/36 LIVERPOOL STREETINGLEBURN, NSW 2565WWW.MARKETAUSTRALIA.COM.AU

Market Taiwan 20TH FL. NO. 189 SEC. 2KEELUNG RD. TAIPEI,TAIWAN, R.O.C.WWW.MARKETTAIWAN.COM.TW

Market Hong Kong UNIT 1615-1620 LEVEL 16, TOWER II GRAND CENTURY PLACE 193 PRINCE EDWARD ROAD WEST MONGKOK, KOWLOON, HONG KONG WWW.MARKETHONGKONG.COM.HK

Loren Ridinger

SENIOR VICE PRESIDENT

JR RidingerPRESIDENT

AND CEO

Marc Ashley

CHIEF OPERATING

OFFICER

Marty Weissman

EXECUTIVE VICE PRESIDENT

Dennis Franks

EXECUTIVE VICE PRESIDENT

Joe BolyardEXECUTIVE

VICE PRESIDENT OF INTERNATIONAL

DEVELOPMENT

Kevin Buckman

VICE PRESIDENT OF ONE-TO-ONE

MARKETING AND FIELD TRAINING

MARK LANGE,PH.D.DIRECTOR OF QUALITY CONTROL

STEVEN A. SCHNUR, M.D.SENIOR MEDICAL ADVISOR

PERRY KRICHMAR, M.D.SENIOR MEDICAL ADVISOR

JIM WILMER, PH.D.CHIEF SCIENCE OFFICER

MARKET AMERICA WORLDWIDE

EXEcUTIvE BOARD

MANAGEMENT TEAM

MEDIcAl & scIENTIFIc AFFAIRs

AUDITORs

wORlD cORPORATE hEADQUARTERs

UK 17096 6/1214

To get started building an UnFranchise business and earning residual income, UnFranchise Owners follow a detailed plan and are provided a custom Web Portal and management tools to run their business. Market United Kingdom provides the products and services, creates the marketing materials, and handles the shipping and distribution. Most of the administrative and operational duties of an UnFranchise Business are handled by Market United Kingdom, allowing UnFranchise Owners to focus on serving their customers’ needs, and creating a lucrative business and financial security for themselves.

Unlike a franchise:No franchise feesNo monthly royaltiesNo territorial restrictionsStart part time with flexible hoursMinimal startup expenses plus potential tax advantagesLittle risk Like a franchise:Systemisation, standardisation, uniformityState-of-the-art management systemsMerchandising and marketing toolsGrowing visibility (local and international)Own multiple business locationsStandardised training systems

MARKET UNITED KINGDOM Is A hyBRIDOF Qvc AND AMAzON .cOMOur business is similar to QVC because, as a product broker, we are presented with thousands of products. We only take the most market-driven and unique products. QVC sells direct to the consumer over TV, using someone to explain the product to the viewer. We do the same thing on the internet and use Shop Consultants and intuitive technology to explain the product and educate the customer. ………………………………………………………….

We are like Amazon.com in that we have aggregated millions of products and services into one shopping experience. each UK.SHOP.COM website has hundreds of name brand stores and companies (e.g., republic, Nike, ralph Lauren, Pixmania and more!) in addition to thousands of exclusive Company-branded products and services. Therefore, each website is a one-stop shop for anything you want or need. People actually get paid to shop and paid to share by referring others to shop from their Web Portal. We have sophisticated software that tracks from whom leads are generated, resulting in retail profits, commissions and an ongoing income.

AN OPPORTUNITyMarket United Kingdom provides a proven and lucrative business plan — the UnFranchise Business development System. The UnFranchise Business can yield a very substantial ongoing income for those individuals who are serious and willing to implement the proven system.

15

UK 17096 5/1216