TMII Policies and Procedures

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Transcend Marketing International, Inc.

Policies and Procedures

Effective February 2005

Welcome to Transcend Marketing International, Inc. We have a mission to attract leaders that can do the unthinkable,tackle the impossible and touch the untouchable all for the sake of helping others. The following Policies and

Procedures are intended to explain our responsibility and expectations as well as yours, our Independent MarketingAgent’s responsibilities. A very important step in becoming a Transcend Marketing International, Inc. IndependentMarketing Agent is that you read, understand and agree to adhere to the full text of Policies and Procedures as outlinedbelow.

SECTION 1 – INTRODUCTION

1.1 Policies Incorporated into the Independent Marketing Agent AgreementThese Policies and Procedures, in their present form and as amended from time to time at the sole discretion of Transcend Marketing International, Inc. (hereafter “TMII” or the “Company”), are incorporated into, and form anintegral part of the TMII Independent Marketing Agent Agreement. Throughout these Policies and Procedures, whenthe term Agreement is used, it collectively refers to the TMII Marketing Agent Application and Agreement, thesePolicies and Procedures, the TMII Marketing and Compensation Plan and the TMII Entity Application and Agreement(if applicable) in their current form and as amended by the Company at its sole discretion. These documents are

incorporated by reference into the TMII Marketing Agent Agreement. It is the responsibility of each Marketing Agentto read, understand, adhere to and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures.

1.2 Purpose of TMII Independent Marketing Agent Agreement TMII is a dynamic database marketing and management company for online consumers. It is important to understandthat your success and the success of your fellow Marketing Agents are dependent upon the integrity of the men andwomen who market our products and services. Accordingly, the purpose of the TMII Marketing Agent Agreement,including the policies and procedures, is:

• To clearly define the relationship between TMII and our IndependentMarketing Agents,

• Explicitly set a standard for acceptable business conduct, and

• Assist you in building your business.

Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide

by the Agreement. Please review the information carefully. If you have any questions, do not hesitate to contact us.

1.3 Agreement Changes

TMII may from time to time, at its sole discretion, amend the Terms and Conditions of the Marketing AgentAgreement, Policies and Procedures, Compensation Plan and Prices at its sole discretion. Amendments shall becomeeffective upon publication of the changes in official TMII publications, websites and other official Companydocuments.

1.4 Delays

The Company shall not be responsible for delays and failures in performance of its obligations when performance ismade commercially impracticable due to circumstances beyond its reasonable control. This includes, withoutlimitation, employment strikes, labor difficulties, riot, war, fire, death, curtailment or interruption of a party’s source of supply, or government decrees or orders.

1.5 Policies and Provisions Severable

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

1.6 Titles not Substantive

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

1.7 Waiver



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The Company never forfeits its right to insist on compliance with the Marketing Agent Agreement and with theapplicable laws governing the conduct of a business. No failure of TMII to exercise any right or power under theMarketing Agent Agreement or to insist upon strict compliance by an Independent Marketing Agent with anyobligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of theAgreement, shall constitute a waiver of TMII’s right to demand exact compliance with the Agreement. An authorizedofficer of TMII can affect waiver by TMII only in writing. TMII’s waiver of any particular breach by a MarketingAgent shall not affect or impair TMII’s rights with respect to any subsequent breach, nor shall it affect in any way the

rights or obligations of any other Marketing Agent. Nor shall any delay or omission by TMII to exercise any rightarising from a breach affect or impair TMII’s rights as to that or any subsequent breach.



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SECTION 2 - BECOMING A MARKETING AGENT

2.1 Requirements to Become an Independent Marketing Agent

To become a TMII Independent Marketing Agent, each applicant must:

• Be of the age of majority in his or her state of residence,

• Reside in the United States or U.S. Territories,

• Have a valid Social Security or Federal Tax ID number,

• Read the TMII Policies and Procedures,• Purchase a TMII Business Services & Support Pack for a nominal cost (except where prohibited by law), and

• Complete and submit an Independent Marketing Agent Application and Agreement.

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

renewal.

2.2 Acceptance of the Terms & Conditions, and Policies and Procedures

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

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

2.4 Independent Marketing Agent (IMA) Number

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

2.5 Independent Marketing Agents Benefits Once a Marketing Agent Application and Agreement has been accepted by TMII the benefits of the Marketing andCompensation Plan and the IMA Agreement are available to the new Marketing Agents. These benefits include theright to:

• Purchase TMII products and services at the Marketing Agents price,

• Resell TMII products and services and profit from these sales,

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Participate in the TMII Marketing and Compensation Plan (receive bonuses and commissions, if eligible),• Sponsor other individuals as Marketing Agents into the TMII business and thereby, build a marketing organizationand progress through the TMII Marketing and Compensation Plan,

• Access and usage of TMII’s MyOffice software,

• Receive periodic TMII literature and other TMII communications,

• Participate in TMII sponsored support service training, motivational and recognition functions, upon payment of appropriate charges, if applicable and

• Participate in promotional and incentive contests and programs sponsored by TMII for its Marketing Agents.

2.6 One TMII Business Per Independent Marketing Agent

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

Spouses of TMII Marketing Agents may have a TMII business separate from that of the other spouse. However, if

spouses own separate TMII businesses, one spouse must be the sponsor of the other spouse. Dependent children of TMII IMA’s may not have a TMII business.

2.7 Term of Agreement

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

2.7.1 Renewal of your TMII Business



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

2.7.2 Application for RenewalApplication for Renewal shall constitute the IMA’s acknowledgement, representation and warranty that the IMA hasreviewed and accepts the most current version of the Policies and Procedures and the most current version of the

Agreement, in its entirety.

2.7.3 Acceptance of the Application for Renewal, Annual Renewal Fee

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

2.7.4 Failure to Pay Annual Renewal Fee

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



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SECTION 3 - OPERATING A TMII BUSINESS

3.1 Adherence to the TMII Marketing and Compensation Plan

Marketing Agents must adhere to the TMII Marketing Plan as set forth in official TMII literature. IMA’s shall not offerthe TMII opportunity through, or in combination with, any other system, program, or method of marketing other thanthat specifically stated in official TMII literature. Marketing Agents shall not require or encourage other current orprospective Marketing Agents to execute any agreement or contract other than official TMII agreements and contracts,

in order to become a TMII IMA. Similarly, Marketing Agents shall not require or encourage other current orprospective Marketing Agents to make any purchase from, or payment to, any individual or other entity to participate inthe TMII Marketing and Compensation Plan other than those purchases or payments identified as recommended orrequired in official TMII literature.

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

3.2 Actions of Household Members or Affiliated Individuals

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

3.3 Holding Applications or OrdersMarketing Agents must not manipulate enrollments of new applicants and purchases of products. All MarketingAgents Applications and Agreements and product orders must be sent to TMII within 24 hours from the time they areexecuted.

3.4 Advertising

3.4.1 In General

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

To promote both the products and services and the tremendous opportunity TMII offers, Marketing Agents must usethe sales aids and support materials produced or approved by TMII. The rationale behind this requirement is simple.TMII has carefully designed its products, product labels, Marketing and Compensation Plan and promotional materials

to ensure that each aspect of TMII is fair, truthful, substantiated and complies with the vast and complex legalrequirements of federal, state and local laws.

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

3.4.2 Independent Marketing Agents Websites

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

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

3.6 Spamming and Unsolicited Faxes

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



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

regarding products offered by such Marketing Agent; or (b) a personal or familial relationship, which relationship hasnot been previously terminated by either party.

3.7 Trademarks and Copyrights

All variations of the name of the Company (“Transcend Marketing International, Inc.”), its affiliates and other names asmay be adopted by the Company are proprietary trade names, trademarks and service marks of TMII (the “Marks”). Assuch, the Marks are of great value to TMII and are supplied to Independent Marketing Agents for their use only in alimited and expressly authorized manner. Use of TMII’s name on any item not produced by the Company is prohibitedexcept as follows:

• “Independent Marketing Agent’s Name, Independent Marketing Agent of Transcend Marketing International, Inc.”;

• “Independent Marketing Agent’s Name, Independent Marketing Agent of TMII”;

• “Independent Transcend Marketing International, Inc. Marketing Agent”; and

• “Independent TMII Marketing Agent”.

All Marketing Agents may list themselves as an “Independent TMII Marketing Agent” in the white or yellow pages of

the telephone directory under their own name. No Marketing Agent may place telephone directory display ads usingthe TMII Marks.

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

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

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

3.8 Media and Media Inquiries

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

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

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

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

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



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

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

IMA by virtue of their mutual involvement in TMII.

3.10 Placement and Genealogy Reports, IMA and Customer Lists

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

Marketing Agents should use their Placement and Genealogy Reports to manage, motivate, and train their MarketingAgents. The Marketing Agent and TMII agree that, but for this agreement of confidentiality and nondisclosure, TMIIwould not provide such reports to the Marketing Agent. During any term of the Agreement between Marketing Agentand TMII, for any reason whatsoever, Marketing Agent shall not, on his or her own behalf, or on behalf of any otherperson, partnership, association, corporation or other entity:

• Directly or indirectly disclose any information contained in any Placement or Genealogy, customer or IMA lists to

any third party.• Use the information to compete with TMII or for any purpose other than promoting his or her TMII business.

• Recruit or solicit any Marketing Agent or Customer of TMII listed on any report or in any manner attempt toinfluence or induce any Marketing Agent of TMII, to alter their business relationship with TMII.

• Use or disclose to any person, partnership, association, corporation, or other entity any information contained in anyDownline Activity Report.

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

3.11 Unauthorized Claims Indemnification

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

3.12 Income Claims

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

While marketing agents may believe it beneficial to provide copies of checks, or to disclose the earnings of themselvesor others, such approaches have legal consequences that can negatively impact TMII as well as the Marketing Agentmaking the claim unless appropriate disclosures required by law are also made contemporaneously with the income

claim or earnings representation. Because TMII Marketing Agents do not have the data necessary to comply with thelegal requirements for making income claims, a Marketing Agent, when presenting or discussing the TMII opportunityor Marketing and Compensation Plan to a prospective Marketing Agent, may not make income projections, incomeclaims, or disclose his or her TMII income (including the showing of checks, copies of checks, or bank statements).

3.13 Governmental Approval or Endorsement

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

3.14 Independent Contractor Status



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

Marketing Agents shall not be treated as an employee for his or her services or for Federal or State tax purposes. AllMarketing Agents are responsible for paying local, state and federal taxes due from all compensation earned as aMarketing Agent of the Company. The Marketing Agent has no authority (expressed or implied), to bind the Company

to any obligation. Each Marketing Agent is encouraged to establish his or her own goals, hours and methods of sale, solong he or she complies with the terms of the Agreement, these Policies and Procedures and applicable laws.

3.15 Income Taxes

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

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

3.16 InsuranceYou may wish to arrange for adequate insurance coverage for your business. Your homeowner’s insurance policytypically does not cover business-related injuries or the theft of or damage to product inventory or business equipment.

Contact your insurance agent to make certain that your business property is protected.

3.17 International Marketing

3.17.1 In General

Independent Marketing Agents may sell and promote TMII’s products, opportunity and services or recruit or enroll anypotential IMA only in countries in which TMII is approved for business, as announced in official TMIIcommunications.

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

3.17.3 International OpportunityAllowing a few Marketing Agents to conduct business in markets not yet opened by TMII would violate the concept of affording every Marketing Agent the equal opportunity to expand internationally. Accordingly, Marketing Agents areauthorized to sell TMII products and services and enroll Marketing Agents only in the countries in which TMII isauthorized to conduct business, as announced from time to time in official company literature. In addition, noMarketing Agent may, in any unauthorized country; (a) conduct sales, enrollment or training meetings; (b) enroll orattempt to enroll potential Marketing Agents; or (c) conduct any other activity for the purpose of selling TMII productsand services, establishing a marketing organization, or promoting the TMII opportunity.

3.18 Cross-Group Sponsoring

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

3.19 Errors or Questions

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



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3.20 Excess Inventory Purchases Prohibited

Marketing Agents are not required to carry inventory of sales aids. Marketing Agents who do so may find building amarketing organization somewhat easier because of the decreased response time in fulfilling new Marketing Agent’sneeds. Each Marketing Agent must make his or her own decision with regard to these matters. TMII strictly prohibitsthe purchase of products or services solely for the purpose of qualifying for commissions, bonuses or advancement inthe Marketing and Compensation Plan.



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SECTION 4 - CHANGES TO YOUR TMII BUSINESS

4.1 In General

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

Application and Agreement and appropriate supporting documentation.

4.2 Addition of Co-Applicants

When adding a co-applicant (either an individual or a business entity) to an existing TMII business, the Companyrequires both a written request as well as a properly completed Independent Marketing Agent Application andAgreement containing the applicant and co-applicant’s Social Security Numbers and signatures. The original applicantmust remain as a party to the original Marketing Agent Application and Agreement. The original Marketing Agent maynot terminate his or her relationship with the Company unless the Marketing Agent Agreement (and the TMII business)is terminated in its entirety. Please note that the modifications permitted within the scope of this paragraph do notinclude a change of sponsorship.

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

4.3 Change of Sponsor

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

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

4.5 Sale, Transfer or Assignment of TMII Business

Although a TMII Business is a privately owned, independently operated business, the sale, transfer or assignment of aTMII Business, is subject to certain limitations. If a Marketing Agent wishes to sell his or her TMII Business, thefollowing criteria must be met:

• The selling Marketing Agent and the purchaser (if he or she is a TMII Marketing Agent) must be in good standingand not in violation of any of the terms of the Marketing Agent Agreement or these Policies and Procedures, in order tobe eligible to sell, transfer, assign, or purchase a TMII Business.

• Protection of the existing line of sponsorship must always be maintained so that the TMII Business continues to beoperated in that line of sponsorship.

• The buyer or transferee must be (or must become) a qualified TMII Marketing Agent. If the buyer is an active TMIIMarketing Agent, he or she must first terminate his or her TMII Business and remain inactive for six (6) full calendarmonths before becoming eligible for a purchase, transfer, assignment or acquisition of any interest in the TMIIBusiness.

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Before the sale, transfer or assignment can be finalized and approved by TMII, any debt obligations the sellingMarketing Agent or the purchaser (if he or she is or was a TMII Marketing Agent) has with TMII must be satisfied.

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

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



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

TMII shall at its sole discretion approve or deny the transaction and transfer. The purchaser of the existing Business

will assume the obligations and position of the selling Marketing Agent. A Marketing Agent who sells his or herBusiness shall not be eligible to reapply as a TMII Marketing Agent for a period of at least six (6) full calendar monthsafter the sale. No business will be considered for sale or transfer unless it has been in full compliance with theAgreement and had no policy infractions or disciplinary actions taken, for 12 calendar months prior to the request fortransfer or sale. A $100.00 transfer fee must be submitted with every transfer request. The fee is non-refundableregardless whether the transfer is approved or denied.

4.6 Separation of a TMII Business

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

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

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

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

Under no circumstances will the Marketing Organization of divorcing spouses or that of a TMII business formerlyoperated by two or more individuals as any form of entity, be divided. Similarly, under no circumstances will TMIIsplit commission and bonus checks between divorcing spouses or members of dissolving entities. TMII will recognizeonly one Marketing Organization and will issue only one commission check per TMII business. Commission checks

shall always be issued to the same individual or entity.

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

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

4.7 Succession Upon the Death of a Marketing Agent

Upon the death or incapacitation of an IMA, his or her business may be passed to his or her heirs. Appropriate legaldocumentation must be submitted to the Company to ensure the transfer meets its requirements. Accordingly, aMarketing Agent should consult an attorney to assist him or her in the preparation of a will or other testamentaryinstrument. Whenever a TMII business is transferred by a will or other testamentary process, the beneficiary acquiresthe right to collect all bonuses and commissions of the deceased Marketing Agent’s marketing organization providedthe following qualifications are met. The successor(s) must:

• Execute a Marketing Agent Agreement,

• Comply with terms and provisions of the Agreement and

• Meet all of the qualifications for the deceased Marketing Agent’s status.

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



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4.8 Transfer upon Incapacitation of a Marketing Agent

To effect a transfer of a TMII business because of incapacity, the successor must provide the following to TMII: (1) anotarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentationestablishing the trustee’s right to administer the TMII business and (3) a completed Marketing Agent Agreementexecuted by the trustee.



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SECTION 5 - ADHERENCE TO LAWS AND ORDINANCES

5.1 In General

You must obey all laws and ordinances that apply to your business.

5.2 Local OrdinancesMany cities and counties have laws regulating certain home-based businesses and Marketing Agents must obey thoselaws that apply to them.

5.3 Compliance with Federal, State, and Local LawsMarketing Agents shall comply with all federal, state and local laws and regulations in the conduct of their business.The violation or attempted violation of any such law or regulation, or fraudulent or deceptive conduct, shall be groundsfor disciplinary action, including termination.

5.4 Repackaging and Relabeling Prohibited

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



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SECTION 6 – DISTRIBUTOR RESPONSIBILITIES

6.1 Sponsoring

All Marketing Agents in good standing have the right to sponsor and enroll others into TMII. Each prospectiveMarketing Agent has the ultimate right to choose his or her own Sponsor. If two Marketing Agents claim to be theSponsor of the same new Marketing Agent, the Company shall regard the first application received by the Company ascontrolling.

6.2

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

6.3 Ongoing Training

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

provide documented evidence to TMII of his or her ongoing fulfillment of the responsibilities of a Sponsor.

6.4 Increased Training Responsibilities

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

6.5 Ongoing Sales Responsibilities

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

6.6 Non-disparagement

In setting the proper example for their Downline, Marketing Agents must not make negative, demeaning or disparagingcomments or insinuations about TMII other TMII Marketing Agents, TMII’s products, the Marketing andCompensation plan, or TMII’s directors, officers, or employees. IMA’s who wish to offer constructive criticism are

encouraged to send written criticisms, along with suggestions to address such issues, to TMII’s Customer ServiceDepartment.

6.7 Reporting Policy Violations

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

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

6.9 IMA Sponsored TrainingIMA’s may conduct training seminars for other IMA’s. However, the IMA putting on the training program may onlycharge IMA’s who wish to attend the training program that amount necessary to cover the sponsoring IMA’s expensesassociated with putting on the training seminar. No speaking or appearance fees may be charged by any IMA orincluded in the program fee.



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SECTION 7 - SALES REQUIREMENTS

7.1 Product Sales

The TMII Marketing and Compensation Plan are based upon the sale of TMII products and services and building acustomer base for their TMII Business. Marketing Agents must fulfill specified personal and Marketing Organizationrequirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissionsand advancement to higher levels of achievement.

7.2

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

7.3 Five Customer Rule

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

7.4 Territory Restrictions

There are no exclusive territories granted to anyone.



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SECTION 8 - BONUS AND COMMISSIONS

8.1 In General

A Marketing Agent must be in compliance with the Agreement to qualify for bonuses and commissions. So long as aMarketing Agent complies with the terms of the Agreement, TMII shall pay commissions to such Marketing Agent inaccordance with the Marketing and Compensation plan.

8.2 Adjustment to Bonuses, Commissions and Sales Volume

8.2.1

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

8.2.2 Advertising Credits

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

8.3 Unclaimed Commissions and Credits

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

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



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SECTION 9 - PRODUCTS, GUARANTEES, RETURNS AND INVENTORY REPURCHASES

9.1 Product and Service Guarantees

9.1.1 eBusiness Solution Standard Pack License and eBusiness Solution Premium Pack License

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

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

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

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

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

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

9.1.2 MB Member Round-Up ServiceTMII will make commercially reasonable efforts to ensure that the data collected by MB Members for the MB Member

Round-Up Service to the Marketing Agent has been validated. Except as expressly set forth herein; TMII makes noother warranties to the Marketing Agent and disclaims all other warranties pertaining to the MB Members provided tothe Marketing Agent.

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

TMII shall in no event be liable for any indirect, incidental, consequential, special or exemplary damages (including butnot limited to, lost profits) arising from any aspect of this agreement.

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

9.2 Sales Aides Exchange Guarantee

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

Anyone returning a damaged or defective sales aides must complete the following steps:

• Document the number of damaged boxes on the delivery receipt,

• Save the damaged sales aides or boxes for inspection by the shipping agent,

• Contact the shipping company to have the damaged sales aides inspected and

• File a claim with the shipping company.



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If the damage is determined to be the responsibility of the Company, the damaged sales aides will be replaced withoutcost to the Independent Marketing Agent.

9.3 Damaged or Defective Sales Aides ProcedureTo replace the damaged or defective sales aides, follow the Procedures for All Returns, section 9.6, and include thesales aides and documentation as instructed. Reasonable documented shipping costs will be credited.

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

9.4 Independent Marketing Agent Returns

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

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

Marketing Agents Agreement.

9.5 Independent Marketing Agent Cancellations

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

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

9.6 Procedures for All Returns

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

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

All merchandise must include all of its original packaging. A copy of the original packing slip must accompany all

returns – NO EXCEPTIONS! Proper shipping carton(s) and packing materials are to be used in packaging theproduct(s) being returned for replacement and the best and most economical means of shipping is suggested. All returnsmust be shipped to Transcend Marketing International, Inc. shipping prepaid. Transcend Marketing International, Inc.does not accept shipping-collect packages. If returned and the Company does not receive product(s), it is theresponsibility of the Marketing Agent to trace the shipment.



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SECTION 11 – ORDERING

11.1 General Order Policies

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

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

a. Charges shall be billed to the Autoships IMA’s credit card or bank account on the day that the order isprocessed.

b. To avoid an autoship order, written cancellation of an Autoship Order Status must be received by TMIIby the 20th of the month.

c. Changes to autoship orders must be received in writing by TMII by the 20th of the month.d. There is no minimum autoship order size and Sales Quota Volume from a single autoship order can be

allocated to any one of the IMA’s commission tracking centers.

11.3 Shipping and Back OrdersAll orders must allow 10 business days for delivery. However, Transcend Marketing International, Inc. will normallyship products and sales aides within 72 hours from the date on which it receives an order. Transcend Marketing

International, Inc. will expeditiously ship any part of an order currently in stock. If, however, an ordered item is out-of-stock, it will be placed on back order and sent when Transcend Marketing International, Inc. receives additionalinventory. Marketing Agents will be charged and given Personal Sales Volume on back ordered items unless notifiedon the invoice that the product has been discontinued.

11.4 Shipment Responsibility

Responsibility and ownership of the contents of any shipment passes from the Company to shipper and/or thepurchasing Independent Marketing Agent at the time the shipment leaves the Company’s distribution center. AnIndependent Marketing Agent who signs a delivery release with a carrier, authorizing the carrier to deliver an orderwithout a signature, agrees to release Transcend Marketing International, Inc. from responsibility for such delivery.

11.5 Confirmation of Orders

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

11.6 Damaged Goods

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

11.7 Product, Services and Sales Aides ChangesThe Company shall be entitled to change product, services and sales aide prices and to alter or amend availability atany time and without notice, at its sole and exclusive discretion.



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SECTION 12 - PAYMENT AND SHIPPING

12.1 Methods of Payment & Bank Drafts or Personal Checks

All forms and authorizations must be accompanied by the Independent Marketing Agent’s signature or their electronicacceptance and/or authorization. Make bank drafts or personal checks payable to TMII for the full amount of yourorder, including applicable sales tax and shipping and handling charges

12.2 Insufficient Funds

It is the responsibility of each Marketing Agent to ensure that there are sufficient funds or credit available in his or heraccount on any orders placed by the Marketing Agent, including any monthly or recurring Autoship Order. TMII is notobligated to contact the Marketing Agent in regard to orders canceled due to insufficient funds or credit. This maypotentially result in a Marketing Agent’s failure to meet his or her Personal Sales Volume requirements for the month.

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

12.4 Restrictions on Third party Use of Checking Account AccessMarketing Agents shall not permit other Marketing Agents to debit their checking accounts, to enroll or to makepurchases from the Company.

12.5 Shipping/Processing and Handling Charges

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



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SECTION 13 - INACTIVITY AND CANCELLATION OF DISTRIBUTORSHIP

13.1 Effect of Cancellation

Following a Marketing Agents’s non-renewal of his or her Marketing Agent Agreement, cancellation for inactivity, orvoluntary or involuntary cancellation of his or her Marketing Agent Agreement (all of these methods are collectivelyreferred to as cancellation), the former Marketing Agent shall have no right, title, claim or interest to the MarketingOrganization which he or she operated, or any commission or bonus from the sales generated by the Marketing

Organization. Following a Marketing Agent’s cancellation of his or her Marketing Agent Agreement, the formerMarketing Agent shall not hold himself or herself out as a TMII Marketing Agent and shall not have the right to sellTMII products or services. The former IMA also waives all rights, including but not limited to property rights, to his orher former downline organization (all Systems) and all claims to remuneration relating to sales made by or throughsuch downline organizations. A Marketing Agent whose Marketing Agent Agreement is canceled shall receivecommissions and bonuses only for the last full pay period he or she worked prior to cancellation (less any amountswithheld during an investigation preceding an involuntary cancellation).

13.2 Involuntary Cancellation

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

13.3 Voluntary CancellationA Marketing Agent may voluntarily cancel his or her Marketing Agent Agreement at any time and for any reason byproviding written notice to TMII indicating his or her desire to discontinue his or her TMII business. The written noticemust include the Marketing Agent’s signature, printed name, address and TMII Marketing Agent Number.

13.4 Non-Renewal

An IMA’s failure to renew his or her Agreement within the appropriate time frame shall constitute a voluntarilycancellation of his or her Independent Marketing Agent Agreement.



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SECTION 14 – DISTRIBUTOR SERVICES

14.1 In General Each Independent Marketing Agent must immediately notify TMII Customer Service of all changes to the informationcontained on the IMA’s Application and Agreement. IMA’s may modify their existing Agreement by submitting awritten request and appropriate supporting documentation to Customer Service.

14.2 Change of Address or Telephone

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

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

14.4 Errors or Questions

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

14.5 Resolving Problems and Answering Questions

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



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

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

simultaneously.

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

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

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

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

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

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

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

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

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

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

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

Sponsored Marketing Agents and so on.

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

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

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

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

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



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Addendum A – Compensation Plan

A1. Adherence to the TMII Compensation Plan

Marketing Agents must adhere to the terms of the Compensation Plan as set forth in this Addendum A1. MarketingAgents shall not offer participation in the Company through, or in combination with, any other system, program, ormethod of marketing other than that specifically stated on Official Company Material. Marketing Agents shall not

require or encourage other current or prospective Marketing Agents to execute any agreement, contract, other thanthose provided in the Official Company Material, in order to become a Marketing Agent. Similarly, Marketing Agentsshall not require or encourage other current or prospective Marketing Agents to make any purchase from, or paymentto, any individual or entity as a prerequisite to participation in the Compensation Plan, other than those purchases andpayments identified as recommended or required in Official Company Material; including, but not limited to, thePolicies and Procedures, and the Compensation Plan.

A2. Provisions of the TMII Compensation PlanThe Compensation Plan, consisting of four bonus programs, governs payments by the Company to TMII MarketingAgents.

A3. Third PartiesTMII has contracted with independent third parties to track all purchases of products and services, activities and uses of services made available through TMII utilizing an IMA Number. TMII’s commitment is reliant upon the ability of thethird parties to fulfill their obligations in this regard and will perform its best effort to ensure that it is performed andfulfilled. It can take up to six (6) months to receive those reports.

A4. Sales Quota System

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

A4.2 Sales Quota System PointsSQS products and services are represented in Points. Each commissionable product or service will have Pointsassociated with their purchase or use. In the Sales Quota System, you accumulate Points for the commissionableproducts and services that you and your Marketing Organization purchase or use.

A4.3 CTC Activation

TMII pays commission on sales made. In order to be eligible to receive commissions, your CTC’s must be Activated.

A CTC is Activated when you purchase products or services from TMII and the Points associated with those purchasesequal or exceed 1,000 points. Once a CTC is Activated, it is Activated for life.

A4.4 Commission on Points

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

A4.5 Cycle Amount Determination

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

A4.6 One-Third Rule

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

A4.7 Sales Quota System – Daily Commission

The Sales Quota System Commissions are calculated seven days a week. The daily Sales Quota System begins at12:01 a.m. and ends at 12:00 a.m. (midnight) Central Standard Time. The maximum daily commission paid to aMarketing Agent is $1,000 per CTC, per day.

A4.8 Sales Quota System – Point Accumulation from Sales

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



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A4.9 Commissionable Products and Services

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

A4.10 Sales Quota System Commission Checks

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

A5 Direct Commissions

The Direct Commission program allows a Marketing Agent to earn from every eBusiness Solution License theypersonally sell. A Marketing Agent will earn a $200 Direct Commission for the sell of an eBusiness Solution PremiumLicense. A Marketing Agent will earn a $50 Direct Commission for the sell of an eBusiness Solution Standard Licenseand a $100 Direct Commission for the sell of an Upgrade.

A5.1 Direct Commission ChecksDirect Commission checks are mailed 7 days from the day earned (business day) and is printed with your Sales QuotaSystem commission check. There is a $1 processing fee on all Daily Checks.

A6 Matching Bonus ProgramThe Matching Bonus Program is an extension of the SQS commission program. The Matching Bonus Program allows

a Marketing Agent to earn 10% of the SQS earnings of everyone that the Marketing Agent Personally Sponsors.

A6.1 Matching Bonus – 10% Commissions

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

A6.2 Matching Bonus Commission Checks

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

A7 Sales Volume System Commission

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

A7.1 Personal Sales Volume (SV)Personal Sales Volume or SV consists of any product or service that is made using your IMA Number that have SVassociated with them. Each product and/or service has an assigned SV value to it. When purchased or used, the SV iscredited to your IMA Number and is used to determine your Sales Volume System commission qualification levels.

A7.2 Sales Volume System LevelsSales Volume Commission allows you to receive commission on the SV of your Personally Sponsored Organization.Your own SV is considered Level 1. The Marketing Agents you Personally Sponsor are your Level 2. The MarketingAgents that your Level 2 Marketing Agents Personally Sponsor are considered your Level 3. This process continuesthroughout your Personally Sponsored Organization in determining the Levels.

A7.3 IMA Rebates

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

A7.4 SVS Copper

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



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

A7.6 SVS Silver

Qualifying for Sales Volume Commissions at the Silver level allows you to get paid on six (6) levels of your Personally

Sponsored Organization. If qualified, you will receive 5% of the total SV earned at your Level 1, Level 2, Level 3,Level 4, Level 5 and Level 6 respectively. In order to qualify, you must have $150 PV and you must have twoPersonally Sponsored Marketing Agents that qualified as Bronze in the same month as you are qualifying for Silver.

A7.7 SVS Gold

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

A7.8 SVS Platinum – Leadership Infinity Bonus

Qualifying for Sales Volume Commissions at the Platinum or Leadership Infinity Bonus level allows you to get paid onthrough all levels of your Personally Sponsored Organization. If qualified, you will receive 5 on Levels 1 throughLevel 7. In addition, you will receive 3% of the SV in your Personally Sponsored Organization at Level 8 and more

and is combined to create the Infinity Bonus Level. You will receive the 3% Infinity Bonus up to 5 qualified PlatinumMarketing Agents. In order to qualify, you must have $300 SV and you must have four (4) Personally SponsoredMarketing Agents that qualified as Gold in the same month as you are qualifying for Platinum.

A7.9 Unqualified Sales VolumeWhen an IMA does not qualify (Copper-Bronze-Silver-Gold or Platinum) their Sales Volume turns to Group SalesVolume (GSV) and compresses up to the next qualified IMA.

A7.10 Sales Volume Commission ChecksThe Sales Volume checks are calculated once on the 15th of every month for the previous month’s Sales Volume.

A8 Monthly Bonus Checks

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

TMII Policies and Procedures

Documents

Transcript of TMII Policies and Procedures