marketamericacarrermanuel

KNOWLEDGE IS POWER.

YOU MUST OBTAIN IT,

THEN USE IT.

Copyright Market America, Inc. November 2009 5223

Rev. 8.4 November 2009 | Notice: Market America Career Manual Updates/Official Language Version v

NOTICE MARKET AMERICA CAREER MANUAL UPDATES

Market Americas Career Manual will be updated periodically via Market Americas online website. Distributors should regularly check for such updates by accessing their UnFranchise Business Account, selecting the Other Services option in the main menu, selecting the Online Career Manual option from the drop-down menu, and selecting the View Inserts option (either in English or Chinese) on the Career Manual page. The updates are printable. Distributors should print all new updates as they are published online and insert them into their hardcopy version of the Career Manual.

The updates published on the UnFranchise Business Account are valid and binding on all Market America Distributors. Failure to insert these updates properly will not release Distributors of their obligation to comply with the new provision(s). Distributors who do not have access to online services or the Internet must obtain such updates from their upline Leadership who do have access to online services or the Internet.

Note: Market America advises Dstributors to keep on file any pages that are replaced by such updates. The pages being replaced may need to be referenced depending on personal issues regarding an individuals distributorship and/or when the update took effect.

NOTICE OFFICIAL LANGUAGE VERSION

To the extent that there is any inconsistency between the English version and any translated version of the Market America Career Manual, the English version shall be controlling.

Rev. 8.4 November 2009 | Notice: Canadian Currency/Income Claims vii

NOTICE CANADIAN CURRENCY/INCOME CLAIMS

All currency herein is quoted in U.S. dollars. Canadian Distributors should convert references to currency to Canadian dollars.

Beginning on November 18, 2007, the Subscription Fees and UFMS fees paid by Canadian Distributors will be adjusted quarterly to account for exchange rate fluctuations between U.S. and Canada dollars. These price changes will be made on the close of business on the last Friday of each calendar quarter. The conversion rate will be the rate published by the Wall Street Journal on that day.

Beginning in 2008, the Annual Renewal Fee paid by Canadian Distributors will be similarly adjusted annually. The conversion rate will be the exchange rate published by the Wall Street Journal on the last day in July of each year.

The amount of retail sales necessary for Canadian Distributors to meet the minimum activity requirement for every Three-Q-Date period will stay at a fixed amount of $280 Canadian.

The prices paid by Canadian Distributors for products, services, and sales aids will be adjusted at least quarterly to account for exchange rate fluctuations between the U.S. and Canadian dollars. These price changes will be made on the close of business on the last Friday of each calendar quarter and posted on their UnFranchise Business Account. Market America reserves the right to adjust the Canadian prices at any time.

Canadian Distributor commissions will be converted weekly from U.S. to Canadian dollars. The conversion rate will be the exchange rate published by the Wall Street Journal immediately preceding the commission process for each week (typically the Tuesday of the week that a commission check is paid).

Canadian Distributors must make fair, reasonable, and timely disclosure of information relating to compensation if they make an income claim. Such disclosure will be considered sufficient only if Distributors use the income disclosure information made available by Market America below.

The income figures provided below were accomplished by Distributors who have devoted time, talent, hard work and a willingness to follow the proven UnFranchise Business plan in building their Market America businesses. The success of any Independent Distributor will depend on the amount of talent, hard work and dedication he or she devotes to building the business.

Annual Distributor Earnings Statement (May 2007)

Canadian Currency U.S. Currency

Compensation Received Participants (%) Compensation Received Participants (%)

$1 to $1,195 51.38% $1 to $1,000 51.38%

$1,196 to $3,586 16.51% $1,001 to $3,000 16.51%

$3,587 to $5,976 6.55% $3,001 to $5,000 6.55%

$5,977 to $11,952 9.31% $5,001 to $10,000 9.31%

$11,953 to $23,904 5.24% $10,001 to $20,000 5.24%

$23,905 to $35,856 4.06% $20,001 to $30,000 4.06%

$35,857 to $47,808 1.18% $30,001 to $40,000 1.18%

$47,809 to $59,760 1.05% $40,001 to $50,000 1.05%

$59,761 to $95,616 1.57% $50,001 to $80,000 1.57%

Over $95,616 3.15% Over $80,000 3.15%

67.89% of participants made between $1 and $3,586 Canadian. If, while presenting the Market America opportunity, a Canadian Distributor makes representations relating to compensation, these earnings figures must be disclosed to potential participants.

The amounts above do not include income Independent Distributors earned from retail sales, so the actual compensation may be higher depending on each Distributors retail sales.

Participants in their first year of membership are not included in the calculation of earnings.

viii Rev. 8.4 November 2009 | Notice: Canadian Currency/Income Claims

Become an UnFranchise Owner (UFO)

An UnFranchise Owner (UFO) is a qualified and active Independent Distributor who has made the commitment to master the UnFranchise Business Development System by implementing the established tasks, activities, and practices as set forth and defined in the UFO Program. By implementing the entire Market America UnFranchise Business Development System and meeting the established criteria, these Distributors dramatically increase their chances for success. In addition, these Independent Distributors possess the means to measure, monitor, adjust and control their success and the success of those in their organization.

For further information about Market Americas UnFranchise Owner (UFO) Program, simply log in to your UnFranchise Business account, click Downloads, Select Administration in the Category options, click View Documents and then click UFO Booklet to download the PDF file.

Prior to creating one universal UFO qualification and re-qualification criteria, the UFO Program consisted of Bronze, Silver and Gold levels. The average annual earnings indicated below were derived from commissions earned between May 2000 and April 2001 by all Independent Distributors implementing the UFO Program from its inception in May 1999.

Based on an independent study conducted by KML Associates, State College, Pa., the following are results of Market America's UFO (UnFranchise Owner) Program with respect to average annual earnings:

Average Annual Earnings

Bronze - $31,557.36 Silver - $55,696.56 Gold - $231,783.96

Average Weighted Annual Earnings of all UFOs

$53,858.04

Rev. 8.4 November 2009 | Introduction Part 2 1

PART 2

POLICIES, PROCEDURES, RULES & REGULATIONS

INTRODUCTION

For more than 40 years, the network marketing and multi-level marketing industries have been vigorously monitored by such federal and state agencies as the Federal Trade Commission (FTC), Securities and Exchange Commission (SEC), U.S. Postal Service, State Attorneys General, and State Corporation and Security Commissioners. In general, these agencies viewed network marketing in a skeptical light because of spurious past experiences. Although the past 40 years have produced some resounding success stories, regulators continue to keep a watchful eye on the industry.

Numerous aspects of various network marketing programs attract the concern of certain government agencies. The two areas which are most prominent are the methods by which a company attracts new distributors, and the basis on which incentives are rewarded. For example, demanding payment from an individual in exchange for the right to sell products, and basing bonuses or commissions on the successful recruitment of others into the network (unrelated to the sale of the companys product), are illegal.

Since 1979 the FTC has been refining its definition and acceptance of legitimate direct sales or network marketing programs. In its landmark decision concerning a four-year action with Amway Corporation, the FTC found that most aspects of the Amway marketing program were legal because: (1) no compensation was paid for recruiting, (2) compensation was linked directly to product sales, (3) the company provided a comprehensive inventory buy-back policy, and (4) the company required its distributors to sell a certain percentage of their purchased products to retail customers who were end users of the product.

The resulting FTC ruling opened the door for legitimate entrepreneurs to seek out people eager to build independent businesses through the networking form of product distribution. It was this condition that provided the groundwork for Market America to launch its powerful marketing plan and unique compensation program.

Since the FTC ruling, there has been an evolution of network marketing and multi-level marketing programs. Today almost every conceivable product is merchandised using network marketing. The industry has become intensely competitive with companies competing for independent distributors to join their ranks. This competition has resulted in the development of a variety of compensation structures. It has also stimulated further scrutiny of marketing plans and their compliance with the laws enforced by various regulatory agencies. Although there are contradicting interpretations of certain legal limits by the various agencies, Market America has meticulously observed even the most stringent of these regulatory interpretations and has continuously maintained a conservative posture of cooperation and compliance with regulatory agency interpretations and directives.

The Market America marketing plan has been designed to meet these regulatory requirements. Each Independent Distributor is sponsored into the organization by another Distributor. The Management Performance Compensation Plan (MPCP) offers Distributors the potential for significant financial rewards based on product sales. The plan has no inherent limitation, so each Independent Distributor has an equal opportunity for success if the requisite hard work is put into the marketing plan.

The marketing plan was developed to avoid negative incentives and/or pitfalls and to minimize limitations frequently inherent in other network marketing programs. The Market America marketing plan contains retail sales requirements to ensure regulatory compliance. One interesting observation is that the very design of our marketing plan eliminates the potential for abuse or misrepresentation. The design of our plan is such that economic incentive is based entirely on products reaching end users. Under the plan, when a Distributor places product orders, Market America asks for customer receipts or other proof that at least 70 percent of product orders were sold to end users or retail purchasers. Furthermore, Distributors must produce 200 Personal Business Volume and a minimum of two customer sales totaling $200.00 before becoming qualified Distributors eligible to receive compensation credit for the Group Business Volume generated by Distributors in their sales and distribution organization.

Only submission of a nominal subscription fee is required to participate as a Distributor in the compensation program. As a Distributor, compensation is paid only on sales volume accumulated by qualified and active Distributors who have satisfied their minimum activity requirements. A Distributor occupies a Business Development Center in the binomial network structure and qualifies to build a marketing organization and earn commissions by first meeting specific sales and personal Business Volume requirements.

The marketing plan includes a policy for buying back all currently marketable products or literature purchased within one year of return date from Distributors who are terminating their distributorships, or purchased within 30 days of return date for Distributors not terminating their distributorships. The policy requires that product first be offered to upline Distributors to avoid a chargeback of MPCP compensation previously earned. The total process for a return usually takes less than 30 days if the Distributor follows the procedures set forth in the Market America Career Manual. Compensation must be charged back, in the absence of a buy-back by a sponsoring or upline Distributor, because the product was never sold to an end user. Sale of products to the ultimate consumer is a fundamental requirement for the earning of compensation in the marketing plan. The policy also allows for customer returns and full customer refunds on the product from the selling Distributor within a 72-hour period from the date of purchase.

Market America has also engineered a means by which Distributors can avoid the temptation of making extravagant product or income claims. Video, audio, and printed presentations relate exciting, objective information about the company plan and products. One of the biggest potential problems in the network marketing industry is misrepresentation by a Distributor in business presentations. Distributors

2 Rev. 8.4 November 2009 | Introduction Part 2

are contractually obligated to understand the marketing plan and present it properly. Executive Coordinators are contractually obligated to train, supervise, and monitor their organizations and guard against misrepresentation. Market America encourages Distributors to use only company-developed marketing tools in group settings and prohibits unauthorized income claims or use of unauthorized literature or marketing tools. All other materials must be sent to the company for prior approval. This practice minimizes the risk of misrepresentation.

Market America has established a Legal Department to oversee Distributor ethics and policy enforcement to ensure that the companys operational standards remain intact and that each Distributor honors all applicable federal, state and local laws. The company is represented by credible and experienced legal counsel in the areas of regulatory compliance, multi-level marketing law, securities law and business opportunity law. The strength and future of Market America depends on innovative products and marketing, but the company equally relies on Distributors who adhere to its policies and procedures.

All Market America Independent Distributors are required to comply with all policies, procedures, rules and regulations set forth in this Career Manual, and these may be amended from time to time. Part 2 of the Career Manual is included as part of the Independent Distributor Application and Agreement and is legally binding, as are the other terms of the Application and Agreement.

Market America honors all federal, state and local regulations governing good business practices and requires all Independent Distributors to do the same. The company is a direct sales company marketing products through Independent Distributors. The policies, procedures, rules and regulations herein are applicable to all Independent Distributors and Market America.

Rev. 8.4 November 2009 | Chapter 8 1

CHAPTER EIGHT: MANAGEMENT PERFORMANCE COMPENSATION PLAN (MPCP)

SEC. 1 ORGANIZATIONAL STRUCTURE

Each Business Development Center (BDC) has two sides. A side is a sales and distribution organization or network structure in the Market America UnFranchise Business Development System.

(A) Business Development Center Defined: A Business Development Center is an operational establishment set up within Market Americas computerized organization tracking system. Each organization is based upon the assignment of the Independent Distributors identification number and the BDCs three-digit extension number (e.g.; 001, 002, 003, 010, etc.).

(B) Additional Business Development Centers: Additional BDCs are established either on the left or right side of a previously established BDC.

SEC. 2 INITIAL PARTICIPATION REQUIREMENTS

To participate in Market Americas MPCP an individual (with the assistance of his/her sponsor) must complete the Independent Distributor Application and Agreement and submit it. The Application and Agreement may be submitted to Market America by mail (faxes are unacceptable) for entry into the corporate computer database or by completing the sign-up process online, thereby establishing ones BDC(s). Note: Sponsors should sign up new Distributors either by mail or online, but not both, as this could lead to the new Distributor being entered improperly into the Market America computer database.

(A) Sales Representative: Individuals who fail to submit the subscription fee enter Market America as Sales Representatives and cannot participate in the MPCP for the purposes of earning commissions and management bonuses. Sales Representatives may begin participating in the MPCP at a later time, if they submit the subscription fee on an order or with a new application (please indicate the appropriate box under Entry Classification on the application).

(B) Distributor: Individuals must select Distributor on the Entry Classification and submit the subscription fee in order to participate in the MPCP and earn commissions and management bonuses.

SEC. 3 PLACEMENT OF BUSINESS DEVELOPMENT CENTERS

Business Development Centers of new Distributors are placed at the discretion of the sponsoring Distributor. Existing Distributors under which these new BDCs are being placed should be made knowledgeable of their placement within their organization. Placement of BDCs of new Distributors is specified on the mailed Independent Distributor Application and Agreement or during the online sign-up process by the new Distributors sponsor.

(A) New Business Development Centers: New BDCs may be established only in available locations, not previously occupied or linked. The number of BDCs established initially is determined either by the first product order received with the mailed Application and Agreement or by the sponsoring Distributor selecting Master UnFranchise Owner during the new Distributors online sign-up process.

(1) Single Business Development Center Entry: Upgrades to Master UnFranchise Owners (BDCs) shall not be permitted for either Distributors or Sales Representatives. If Sales Representatives change their status to Distributor, they may not become Master UnFranchise Owners. The Master UnFranchise Owners Level will only be accepted when the initial Application is submitted. Distributors and Sales Representatives may establish a single BDC entry one of the following ways:

(a) If the initial mailed Application and Agreement does not include the subscription fee (the Distributor enters via mailed Application and Agreement as a Sales Representative) then the Sales Representative will only be permitted to establish one BDC, regardless of the BV amount of any initial order.

(b) If no product order is received with the initial mailed Application and Agreement, then a Distributor will only be permitted to establish one BDC.

(c) If the initial product order received with the initial mailed Application and Agreement does not meet the requirements for a Master UnFranchise Owner, then a Distributor will only be permitted to establish one BDC.

(d) If the initial Application and Agreement itself does not meet the requirements for a Master UnFranchise Owner, then a Distributor will only be permitted to establish one BDC.

(e) If the sponsoring Distributor fails to indicate Master UnFranchise Owner during the new Distributors online sign-up process, then the new Distributor or Sales Representative will only be permitted to establish one BDC.

(2) Master UnFranchise Owner (3 Business Development Centers): Distributors (individuals who have submitted their subscription fee) may establish a Master UnFranchise Owner one of two ways:

2 Rev. 8.4 November 2009 | Chapter 8

(a) Mailed Application and Agreement: To establish three BDCs (Master UnFranchise Owner Level) when submitting a mailed Application and Agreement, Distributors indicate Master UnFranchise Owner on the Application and Agreement and submit one initial product order greater than or equal to 300 PBV with the initial mailed Application and Agreement. The BV for this initial order must be assigned as follows: 200 BV in extension 001, a minimum of 50 BV in extension 002, and a minimum of 50 BV in extension 003. This first order must be submitted with the completed initial mailed application and shipped to one address. Multiple orders will not be added together to satisfy the minimum 300 BV requirement. An order of less than 300 BV will be assigned to the BDC-001 and only one BDC shall be awarded.

(b) Online Application and Agreement: To establish three BDCs when signing up new Distributors online, sponsoring Distributors must indicate Master UnFranchise Owner during the sign-up process for the new Distributor. If the sponsoring Distributor indicates a Master UnFranchise Owner via the online sign-up process for the new Distributor, then a minimum 300 BV product order must be placed to legitimize the Master UnFranchise Owner selection.

(B) Incorrectly Placed: Improper placement (attempting to place new Distributors in positions already occupied in the downline), incomplete placement information, or failure to designate placement information on the Independent Distributor Application and Agreement for newly sponsored Distributors will result in unlinked BDC(s). Any BDC(s) linked to an unlinked BDC will also be unlinked.

(1) Unlinked BDCs may be identified by searching the L column of the Distributor Network Report on the UnFranchise Management System. If there isnt an L or R in the Distributors L column for BDC-001, then the Distributors BDCs are unlinked.

(2) Corrected linkage of BDCs should be reported to Data Processing using the Placement or Linkage Correction Form via fax or mail as soon as possible. The sponsor or the unlinked Distributor may only sign the linkage correction form.

SEC. 4 INITIAL QUALIFICATION REQUIREMENT

Qualifying a BDC will permit accrual of Group Business Volume generated by Distributors and Sales Representatives in the respective BDCs downline. Accrued Group Business Volume will be applied towards earning commissions and management bonuses for the qualified BDC.

(A) Personal Business Volume Created: Both Distributors and Sales Representatives create Personal Business Volume by ordering products at Distributor Cost for retail sale to the end consumer and/or personal consumption.

(B) Qualification: A Distributors BDCs shall be considered Qualified in Market Americas MPCP upon meeting three criteria: 1) accumulating 200 Personal Business Volume credits for product orders assigned to that respective BDC, 2) being linked properly; 3) paying the subscription fee.

(1) Personal Business Volume created by Sales Representatives will count towards qualifying their BDC(s) should Sales Representatives elect to change their status to Distributor by submitting the subscription fee at a later date. All Personal Business Volume created by Sales Representatives will be recognized as Group Business Volume for all qualified Distributors in the creating Sales Representatives upline.

(2) A Sales Representatives BDC(s) will not be considered qualified, even if the BDC has accumulated 200 Personal Business Volume, until he/she elects to change his/her status to Distributor by submitting the subscription fee.

(3) Personal Business Volume created by Distributors will count towards qualifying their BDC(s) as assigned on the product order form.

(4) The Personal Business Volume created by Distributors will be recognized as Group Business Volume for all qualified Distributors in the creating Distributors upline.

(C) Qualification Date (Q-date): At the time a Distributors initial BDC becomes qualified, the Distributor will be assigned a Qualification Date (Q-date). The Q-date is the most critical element in exercising the Distributors option to accrue Group Business Volume from month to month through the entire MPCP compensation cycle.

(1) A Distributors Q-date is the Friday of the week in which the Distributors initial BDC accumulated 200 Personal Business Volume credit for product orders assigned to that Center, if the BDC is linked properly and the Distributor has paid the subscription fee.

(2) A Sales Representative who has accumulated 200 Personal Business Volume in a BDC and has elected to change his/her status to Distributor will receive a Q-date of the Friday of the week, in which the subscription fee is received by Market America and entered into the corporate database, if the Sales Representatives BDC is linked properly.

(3) A Distributors Q-date never changes, unless the Distributor does not submit the Annual Renewal fee. See Annual Renewal.


(4) A Distributors Q-date may be obtained from Market Americas Responsive Voice Information Network (MARVIN), the UnFranchise Management System, or the bottom of shipping invoices. It is recommended that all three sources be checked for verification and validation. The Q-date will not show up in the computer database until the third week after the Friday of the week in which the Distributor met all three criteria for qualification.

(D) Q-date Periods Defined:

(1) Weekly Commission Cycle: All commission weekly pay cycles begin Saturday and end on Friday. If Market Americas office is closed due to a holiday, the end of the commission weekly pay cycle for that week will be the last business day Market America is open that week.

(2) Monthly Q-date Period:

(a) If the original Q-date falls exactly on a Friday in a given month, then that monthly Q-date Period ends on that Friday. For example, if the original Q-date is January 10, 2003, then the monthly Q-date for October of 2003 will be October 10, 2003.

(b) If the original Q-date falls any day other than Friday in a given month, then that monthly Q-date Period ends on the Friday immediately following that day. For example, if the original Q-date is January 10, 2003, then the monthly Q-date for June of 2003 will be June 13, 2003.

(c) If the original Q-date falls on the 29th, 30th, or 31st day of the month and the current month does not contain those dates (e.g., February, April, June, September or November), then the end of that monthly Q-date Period is determined by the last day of that month. In this case, if the last day of the month falls exactly on a Friday in a given month, then that monthly Q-date Period ends on that Friday. For example, if the original Q-date is June 28, 2002, then the monthly Q-date for February of 2003 will be February 28, 2003. However, in this case, if the last day of the month falls any day other than Friday in a given month, then that monthly Q-date Period ends on the Friday immediately following the last day of the month (e.g. if the original Q-date is June 28, 2002, the monthly Q-date for September of 2003 will be October 03, 2003.)

(3) Quarter (Three-Q-date Period or Three-Start-Date Period): Market America quarterly periods are based on Distributors initial Q-dates or Sales Representatives Start Dates. A quarter may also be referred to as a Three-Q-date Period, or a Three-Start-Date Period, because the Market America quarter is comprised of three consecutive monthly Q-date periods, or in the case of a Sales Representative or an unqualified Distributor, three consecutive monthly periods based on the Start Date. For example, if the initial Q-date is January 10, 2003, then the first quarter (or Three-Q-date Period) ends April 11, 2003. The second quarter would begin April 12, 2003, and end July 11, 2003.

(E) Unlinked Business Development Center: All assigned Business Volume to unlinked BDCs shall also be unlinked. The qualifying volume for a BDC will not result in this Center receiving a Q-date until linkage has been corrected, because Distributors cannot accrue any Group Business Volume until they have met all three criteria for qualification. Upon proper linkage of the unlinked Distributor, unlinked Business Volume shall be credited for the date of the original order; however, the Business Volume cannot be credited as accrued Group Business Volume for qualified upline Distributors until linkage has been properly corrected. Once the placement is corrected, Group Business Volume will begin to flow and accrue; however, some Distributors upline may no longer be able to count the relinked Business Volume for commissions, if they have earned a check for reaching the 5000/5000 GBV compensation criteria in the meantime.

(1) If the unlinked Distributor (Distributor A) is unlinked because of an improper linkage situation only, then upon being linked correctly Distributor A will receive an initial Q-date (assuming all requirements for being qualified are met) of the Friday of the week for which Market America is paying commissions at the time of proper linkage (two Fridays previous). Note: This does not apply to the scenario in which the Distributor to whom Distributor A is linked (Distributor B) did not exist in Market Americas computer database until a later commission week than Distributor A (see below).

(2) If the unlinked Distributor (Distributor A) is unlinked temporarily because the Distributor to whom Distributor A was intended to be linked (Distributor B) did not exist in Market Americas database at the time Distributor A was entered into the database, and Distributor B is entered into the computer database in a subsequent commission week than Distributor A, then Distributor A will receive an initial Q-date (assuming all requirements for being qualified are met) of the Friday of the week in which Distributor B was entered into the computer database (assuming Distributor B is linked properly).

SEC. 5 MINIMUM ACTIVITY REQUIREMENTS

The following minimum activity requirements shall apply for the respective status and/or Pin Levels to be considered active. Distributors will be considered inactive and have accumulated PBV purged (erased to 0) and any accrued GBV flushed (erased to 0), if they do not meet the following minimum activity requirements.

(A) Sales Representatives (Individuals Electing Not To Earn Commissions/Bonuses Through The MPCP): Sales Representatives must place minimum product orders totaling 150 Personal Business Volume (PBV) assigned to any of their personal BDCs each quarter based on their Start Date in order for their Business Volume to be accrued month to month by


qualified Distributors upline. This 150 PBV requirement should substantiate sufficient product purchased to meet the $200.00 retail sales per Three-Start-Date Period requirement.

(1) Failure to order a minimum 150 Personal Business Volume every Three-Start-Date Period will cause accumulated Personal Business Volume to be purged (erased to 0) from the Sales Representatives BDC(s), thereby purging the same Business Volume from qualified upline Distributors accrued Group Business Volume totals.

(2) A Sales Representative must submit a Distributor Sales Report (Form 1000) to Market America along with a minimum of two retail receipts totaling $200.00 every Three-Start-Date Period for BDC-001 to meet the retail sales requirement.

(a) Submitted receipts must contain the date of sale, the customers first and last name, and either a complete address or complete phone number for acceptance (addresses must include a valid zip code, and phone numbers must include the area code).

(b) Sales receipts from products sold in any country/territory in which Market America is not opened for business are not considered valid receipts.

(3) The company will periodically and/or randomly audit retail receipts for authenticity. Bogus or fabricated receipts are considered invalid and will result in:

(a) The immediate removal of the Form 1000 from the computer system;

(b) The purging (erasing to 0) of Personal Business Volume in all personal BDCs at the end of the Distributors quarter.

(c) Possible sanctions and corrective action, especially in the cases of repeated use of bogus or fabricated receipts.

(4) A Sales Representative shall complete and submit an Annual Renewal Form (Form 1052) in accordance with the renewal procedure. Failure to submit a renewal form will result in Personal Business Volume being purged (erased to 0). See Annual Renewal.

(5) Unqualified Distributors (Distributors who are not yet qualified and have not been assigned an initial Q-date) are treated as Sales Representatives with respect to minimum activity requirements (i.e., they must submit a valid Form 1000 for BDC-001 and a minimum of 150 PBV in any of their personal BDCs every Three-Start-Date Period), until they become qualified Distributors.

(B) Qualified Distributors (Individuals Electing To Earn Commissions/Bonuses Through The MPCP): Qualified Distributors shall place minimum product orders totaling 150 Personal Business Volume assigned to any of their BDCs every Three-Q-Date Period following their initial Three-Q-Date Period (see First-Quarter Grace Period). This will substantiate sufficient product purchased for meeting the $200.00 retail sales requirement per Three-Q-Date Period.

(1) A Distributor shall complete and submit a Distributor Sales Report (Form 1000) accompanied by a minimum of two retail sales receipts totaling a minimum of $200.00 every Three-Q-Date Period for BDC-001 to Market America to meet the retail sales requirement.

(2) A Form 1000 accompanied by a minimum of two retail receipts totaling $200.00 in retail sales shall be submitted one time only for all other BDCs (i.e., 002, 003, 004, etc.), as long as the Distributor never purges.

(a) Submitted receipts must contain the date of sale, the customers first and last name, and either a complete address or complete phone number for acceptance (addresses must include a valid zip code, and phone numbers must include the area code).

(b) Sales receipts from products sold in any country/territory in which Market America is not opened for business are not considered valid receipts.

(3) The company will periodically and/or randomly audit retail receipts for authenticity. Bogus or fabricated receipts are considered invalid and will result in:

(a) The immediate removal of the Form 1000 from the computer system;

(b) The immediate flushing (erasing to 0) of Group Business Volume in all personal BDCs;

(c) The eventual purging (erasing to 0) of Personal Business Volume in all personal BDCs at the end of the Distributors quarter.

(d) Possible sanctions and corrective action, especially in cases of repeated use of bogus or fabricated receipts.

(4) Failure to meet the Three-Q-Date Period requirements - 150 PBV ordered and Form 1000 submitted - will cause accrued Group Business Volume totals to be flushed (erased to 0) and accumulated Personal Business Volume to be purged erased to 0) from the Distributors BDC(s), thereby purging the same Business Volume from qualified upline Distributors accrued Group Business Volume totals.


(5) If a qualified BDC purges for any reason, any BDC on which the Distributor wishes to earn future commissions must be requalified with a 200 PBV product order or accumulating 200 PBV in the respective BDC. Any individual BDC will not begin accruing Group Business Volume until it has been requalified. The original Q-date received shall stay in effect, except for purges due to non-renewal. See Annual Renewal.

(6) If a Distributor purges due to not meeting one or both of the quarterly minimum activity requirements (150 PBV and Form 1000), valid Form 1000(s) must be resubmitted for each BDC in order to be eligible to earn commissions for that respective BDC.

(7) A Distributor shall complete and submit an Annual Renewal Form (Form 1052) in accordance with the renewal procedure. Failure to submit the Annual Renewal Form will result in a Distributors status being changed to Sales Representative, their initial Q-date being erased from the computer database, accrued Group Business Volume being flushed (erased to 0), and accumulated Personal Business Volume being purged (erased to 0). See Annual Renewal.

(8) Distributors who submit an Annual Renewal Form (Form 1052) without a renewal fee will result in their status being changed to Sales Representative and their initial Q-date being erased from the computer database. Their accrued Group Business Volume totals will be flushed (erased to 0); however, accumulated Personal Business Volume will remain and not be subtracted from qualified Distributors upline. Once a Distributor has been reduced to Sales Representative, then the Distributor must submit a Late Renewal Application and Agreement Form along with a subscription fee to regain Distributor status. Distributors who have been reduced to Sales Representative status due to non-renewal will receive a new Q-date only after they meet all requirements for requalification. See Annual Renewal.

(C) 270-Day Rule: Distributors/Sales Representatives who have been inactive for 270 days (i.e., from the date of their last purge) or longer cannot regain their original BDCs/placement in the genealogy line. Submission of an Annual Renewal Form or Late Renewal Application by itself does not constitute activity.

(1) Distributors/Sales Representatives who have been inactive 270 days or longer must submit a new Application and Agreement to establish a new distributorship at the bottom of a genealogy line. If the Distributor meets all requirements for a Master UnFranchise Owner, s/he will be awarded three BDCs, regardless of the number of BDCs previously occupied in the original placement.

(2) Upon initially qualifying a BDC in the new placement, the Distributor will receive a new Q-date and first-quarter grace period, because s/he is effectively a new Distributor in terms of the MPCP.

(3) Distributors inactive for 270 days who have a credit on their Market America account will be assessed a monthly service charge, either until the Distributor establishes a new distributorship at the bottom of a genealogy line or the balance of the credit account is zero, whichever comes first. This service charge will apply to any credit account the Distributor has with Market America: U.S., Canada, Australia, Taiwan, Hong Kong, and/or the Philippines. The monthly service charge for each country-specific account is as follows: $20.00 (U.S. funds) for accounts in the U.S., $28.00 (Canadian funds) for accounts in Canada, $30.00 (Australian funds) for accounts in Australia, NT$640.00 for accounts in Taiwan, HK$150.00 for accounts in Hong Kong, and P1,000.00 for accounts in the Philippines.

SEC. 6 ANNUAL RENEWAL

All Market America Independent Distributors (Distributors and Sales Representatives) are required to submit an Annual Renewal Form, filled out completely in a timely manner. Each Distributor must pay his/her own Annual Renewal fee with an acceptable method of payment. No other person, current Distributor or otherwise, may pay for your Annual Renewal fee.

(A) Sales Representatives: There is no required fee for renewal of Market America Sales Representatives. However, Sales Representatives may not participate in the MPCP.

(1) Sales Representatives executing an initial Application and Agreement prior to August 1 in a given year must submit an Annual Renewal Form by December 31 of that year, and each calendar year thereafter.

(2) Sales Representatives not submitting an Annual Renewal Form will have all Personal Business Volume purged (erased to 0).

(B) Distributors: Distributors participating in the MPCP must submit an Annual Renewal fee to maintain Distributor status.

(1) Distributors executing an initial Application and Agreement prior to August 1 in a given year must submit an Annual Renewal Form by December 31 of that year, and each calendar year thereafter.

(2) Distributors not submitting an Annual Renewal Form will have all Personal Business Volume purged (erased to 0), Group Business Volume flushed (erased to 0), their initial Q-date erased from the computer database, and their status reduced to Sales Representative. Being reduced to Sales Representative will cause the Distributors quarter (on which quarterly minimum activity requirement due dates are based) to be based no longer on his/her initial Q-date (which has been erased from the computer database), but on his/her Start Date. See Minimum Activity Requirements.


(3) Distributors not submitting an Annual Renewal fee with the Annual Renewal Form will have accrued Group Business Volumes flushed (erased to 0), their initial Q-date erased from the computer database, and their status reduced to Sales Representative. However, the Distributors Personal Business Volume will not be purged, as long as an Annual Renewal Form is submitted. Being reduced to Sales Representative will cause the Distributors quarter (on which quarterly minimum activity requirement due dates are based) to be based no longer on his/her initial Q-date (which has been erased from the computer database), but on his/her Start Date. See Minimum Activity Requirements.

(4) Once a Distributor has been reduced to Sales Representative due to non-renewal, then the Distributor must submit a Late Renewal Application and Agreement along with a subscription fee to regain Distributor status. A Late Renewal does not alter the Distributors initial placement and sponsor information. Distributors who have been reduced to Sales Representative status due to non-renewal will receive a new Q-date only after they meet all requirements for qualification. See Minimum Activity Requirements.

(5) Once a Distributor who had been reduced to Sales Representative due to non-renewal has been issued a new Q-date based on the Friday of the week of requalification, then the new Q-date will also allow the Distributor another First-Quarter Grace Period, even though technically the initial quarter with the new Q-date is not the Distributors first quarter with Market America as a qualified Distributor. See Exercising the Monthly Accrual Option.

(6) Annual Renewal Forms submitted with Annual Renewal fees that are unable to be accepted by Market America for whatever reason (counter or starter checks, checks without the Distributors name and address printed on them by the bank, etc.) will be returned to the Distributor unprocessed. In this case the Annual Renewal Form will not be entered into the computer system as a form with no fee, and the Distributor must submit another Annual Renewal Form (with fee, if applicable) by the Annual Renewal deadline.

(7) Annual Renewal fees are non-refundable.

SEC. 7 EXERCISING THE MONTHLY ACCRUAL OPTION

A qualified BDC will accrue Group Business Volume month-to-month provided (1) the minimum amount of Personal Business Volume is ordered and assigned to BDC-001 and (2) an order for the UnFranchise Management System (UFMS) is received by Market America, both by the appropriate dates. This Monthly Accrual Option may be exercised by using the Transfer Buying Program or placing manual orders for the minimum amount of PBV and/or the UnFranchise Management System. Note: Distributors must pay for their own UFMS. The only exception is if UFMS is ordered on a Distributors first-time order, which can be paid for by an upline Distributor.

(A) To Exercise the Monthly Accrual Option: Minimum monthly Personal Business Volume amounts for exercising the Monthly Accrual Option are as follows: 50 Personal Business Volume for Distributor Level; 100 Personal Business Volume for Coordinator Level; and 150 Personal Business Volume for Executive Coordinator Level or higher Pin Level. Distributors placing a product order or orders for the minimum monthly Personal Business Volume (50, 100, or 150) assigned to their BDC-001 and ordering or renewing their UnFranchise Management System subscription by their monthly Q-date will satisfy the Monthly Accrual Option for every one of their qualified BDCs regardless of the number (excluding acquired/purchased BDCs).

(1) First Three-Q-Date Period (First-Quarter Grace Period): A qualified BDC will continue to accrue Group Business Volume through the first Three-Q-Date Period provided a minimum of 50 Personal Business Volume in addition to the qualifying order(s) has been placed and assigned to the respective Distributors BDC-001, and the respective Distributor has purchased at least one months subscription to the UnFranchise Management System, within (i.e., prior to the end of) their first Three-Q-Date Period.

(a) No Commissions Earned in First Quarter: If no commissions are earned within the first Three-Q-Date Period, and if both a minimum of 50 Personal Business Volume and at least one month's subscription to the UnFranchise Management System is not placed within the first Three-Q-Date Period, then all Group Business Volume accrued by the Distributors qualified BDC(s) will be flushed (erased to 0).

(b) Commissions Earned in First Quarter: If a commission has been earned within the first Three-Q-Date Period, the First-Quarter Grace Period is effectively ended (unless a 28-Day Grace Period applies see 28-Day Grace Period). If no 28-Day Grace Period applies, the Distributor must submit the applicable minimum Personal Business Volume (100 PBV for Coordinator; 150 PBV for Executive Coordinator) and an order for the UnFranchise Management System to exercise the Monthly Accrual Option. This is accomplished by assigning the minimum PBV amount to the Distributor's BDC-001 and purchasing a subscription to the UnFranchise Management System for the current monthly Q-date period. If a commission check is earned by a Distributor within the first Three-Q-Date Period, he/she should immediately contact an active upline Certified Executive Coordinator to ensure that appropriate Business Volume and an order for the UnFranchise Management System are placed to continue to accrue GBV month-to-month.

(2) After the First Quarter: After the first Three-Q-Date Period, to continue accruing Group Business Volume on a month-to-month basis, Distributors must place the applicable minimum PBV amount (50, 100, or 150 PBV) assigned to their BDC-


001 and order or renew their UnFranchise Management System subscription prior to their Q-date each month. Note: The minimum PBV and order for the UnFranchise Management System must be received by the week-ending Friday in which the Q-date falls. To count for a given month, the BV and order for the UnFranchise Management System must be placed after the end of the previous monthly Q-date period and by the last day of the current monthly Q-date period.

(3) 28-Day Grace Period: For any commissions earned that cause Distributors' criteria to change regarding exercising the Monthly Accrual Option, a 28-Day Grace Period applies under the following guidelines:

(a) BV-related: If a commission check that will increase a Distributors minimum monthly PBV amount is earned within 28 days of the upcoming monthly Q-date, then the Distributor remains at the current BV level to continue to accrue GBV month-to-month. The Distributor must then submit the applicable PBV (100 PBV for Coordinator; 150 PBV for Executive Coordinator) for the first monthly Q-date period for which the 28-Day Grace Period does not apply. However, if a commission check that will increase a Distributors minimum monthly PBV amount is earned, and the upcoming monthly Q-date is more than 28 days from the date the check is earned, then the Distributor must submit the applicable PBV (100 PBV for Coordinator; 150 PBV for Executive Coordinator) by the next monthly Q-date to continue to accrue GBV month-to-month. Note: If a commission check that will increase a Distributors minimum monthly PBV amount is earned within 28 days of the upcoming monthly Q-date, and the Distributor is in his/her first Three-Q-Date Period, then the rules of the first Three-Q-Date Period still apply as if no commissions have been earned. See First Three-Q-date Period (First-Quarter Grace Period).

(b) UnFranchise Management System-related: If a commission check is earned within 28 days of the upcoming monthly Q-date, and the Distributor is in his/her first Three-Q-Date Period, then the rules of the first Three-Q-Date Period still apply as if no commissions have been earned. See First Three-Q-date Period (First-Quarter Grace Period).

(B) Distributors Not Exercising Accrual Option: Exercising the Monthly Accrual Option is not required.

(1) If Distributors choose not to exercise the Monthly Accrual Option, their accrued Group Business Volume through the end of the monthly Q-date period for which the Monthly Accrual Option is not exercised will flush (reset to 0); however, Distributors who remain qualified will begin accruing Group Business Volume again beginning the commission week directly after the flush.

(2) If Distributors do not exercise the Monthly Accrual Option by their next monthly Q-Date, their accrued Group Business Volume will flush (reset to 0) again at the end of that monthly Q-date period, and so on.

(C) Active Life Span Of Group Business Volume: Accrued Group Business Volume shall have a 730-day life span from the date of the order. The life span of Group Business Volume does not extend to the Friday of the week in which the order turns 730 days old, but expires on the 731st day. Group Business Volume greater than 730 days old shall no longer count towards the payout of commissions.

SEC. 8 ACTIVATING A BUSINESS DEVELOPMENT CENTER (ACTIVATION)

A BDC must be activated to earn commissions and leadership bonuses. This is accomplished by the Distributor personally sponsoring at least one qualified Distributor placed in the left downline of the BDC and personally sponsoring at least one qualified Distributor placed in the right downline of the BDC.

(A) Minimum Requirements and Maintenance: For a BDC to earn commissions and management bonuses at least one personally sponsored and qualified Distributor must be in the left and right downline. Failure to maintain at least one personally sponsored and qualified Distributor on both the left and right side of a BDC will result in the sponsoring Distributor forfeiting commission payouts when required volumes are reached. No retroactive commission will be issued.

(B) Distributor Eligibility:

(1) A newly sponsored and qualified Distributor who is not properly linked (unlinked BDC) will not be valid for activating the sponsoring Distributor until the date of linkage correction.

(2) Qualified Distributors operating from the same address as any existing Distributor, even if the distributorship has been approved by the company, will not count towards meeting the activation requirement for any Distributor.

(3) BDCs placed from re-entry authorization or other acquired BDCs will not count towards meeting the activation requirement.

(4) Nonprofit Organization (NPO) distributorships will not count towards meeting the activation requirement.

(5) Fraudulent, bogus or fabricated sponsorship to meet the activation requirement is prohibited and will invalidate activation. If the company discovers such practices, the following consequences may result:

(a) The violating Distributor may be required to pay back all unearned commissions paid out as a result of the invalid sponsorship;


(b) The violating Distributor may have all accrued volume flushed (erased to 0);

(c) The violating Distributor may be subject to the Corrective Action Procedure.

SEC. 9 MINIMUM COMMISSIONS REQUIREMENTS

The following minimum requirements shall apply for Distributors to continue to earn commissions and/or bonuses under the MPCP.

(A) Form 1000: A Distributor shall complete and submit to Market America a current, valid Form 1000, accompanied by a minimum of two sales receipts totaling $200.00, to receive any commission check, including the Distributors first check. Failure to comply will result in the commission check being held either four consecutive weekly commission cycles from the week the check would have otherwise been mailed, or through the end of the current quarter if the check was for BDC-001, whichever comes first. If the Form 1000 requirement has still not been met by the end of this hold period, the check will be forfeited. Note: The Form 1000 for BDC-001 is due by the end of the Distributors quarter, regardless of commissions. If a valid Form 1000 is not received for BDC-001 by the Distributors quarter-ending date, not only will the Distributor flush any Group Business Volume and purge Personal Business Volume totals, but also any commission checks on hold for BDC-001 for failing to meet the Form 1000 requirement will be forfeited.

(B) Coordinators (Distributors Who Have Earned A $300 Commission): In addition to the Form 1000 requirement, Coordinators shall complete and submit to Market America an Executive Coordinator Qualification and Application (Form 1001) and an Executive Coordinator Acknowledgement and Agreement (Form 925) within 28 days of qualifying for their first $300 commission. Failure to comply will result in the next commission check being held for four consecutive weekly commission cycles from the week the check would have otherwise been mailed and if the requirement has still not been met by the end of this hold period, the check will be forfeited. Completion and submission of Form 1001 and Form 925 shall be performed initially, and thereafter this requirement shall be satisfied annually by submitting the Annual Renewal Form.

(C) Executive Coordinators (Distributors Who Have Earned A $600 Commission For Accruing 5,000 Group Business Volume On Left And Right Sides): In addition to the Form 1000 requirement and the minimum commissions requirements set forth for Coordinators, Executive Coordinators shall satisfy the following minimum commissions requirements:

(1) Executive Coordinators must submit a New Distributor/Basic 5 Training Certificate and an Executive Coordinator Certification Training Test (passing grade) within 28 days of qualifying for their first Executive Coordinator $600 commission. Failure to comply will result in the next commission check being held for four consecutive weekly commission cycles from the week the check would have otherwise been mailed, and if the requirement has still not been met by the end of this hold period, the check will be forfeited.

(2) Executive Coordinators and higher Pin Levels shall fulfill their supervisory/managerial responsibilities as demonstrated by maintaining an acceptable MAPS rating score each MAPS quarter. Failure to comply will result in the forfeiture of an entire weeks commissions at the end of the MAPS quarter for which an unacceptable score was earned. See Market America Partners in Success (MAPS).

SEC. 10 MANAGEMENT PERFORMANCE COMPENSATION PLAN (MPCP) PAYOUT CRITERIA

Qualified, active, and activated BDCs participating in the MPCP shall be eligible to earn commission and leadership bonuses weekly on Group Business Volume generated by Distributors in their downline organizations.

(A) Weekly Cycle: Weekly commission cycles calculating accrued Group Business Volume from product orders placed, correctly assigned, and processed shall run from 2:00 p.m. ET on Friday to 2:00 p.m. ET of the following Friday (excluding grace period provided to UnFranchise Management System (UFMS) members using faxed orders, 800-number orders, or the online ordering process). Note: The Friday-to-Friday commission cycle only refers to the weekly cycle by which Market America determines the qualification of commissions; it does not refer to the time frame in which Market America processes those commissions.

(1) Orders received by mail prior to 2:00 p.m. ET Friday will count towards the current week. The 2:00 p.m. deadline also pertains to all other mail, such as forms, sales tax documents, etc., and for the submission of Form 1000s online. The only exception to the 2:00 p.m. deadline is if the package was sent in a UPS Market America Prepaid Envelope, and Market America can confirm the package was given to UPS in time for next-day delivery and simply was not delivered on time. All individual items within a package sent in a UPS Market America Prepaid Envelope must be confirmed via the Market America Document Assurance Form to be eligible for an exception to the 2:00 p.m. deadline. Note: Postal records concerning delivery times for U.S. Postal Service packages are not conclusive; therefore, for USPS packages, the official time of delivery is based solely on the actual time of receipt by Market America as recorded by Market America.

(2) UFMS members will have until 5:00 p.m. ET on Fridays to fax orders or place orders through the 800-number using an approved and registered credit card or credit on account as the method of payment.


(3) UFMS members have until 11:59 p.m. ET on Fridays to place orders through the online ordering process. Non-UFMS members ordering online have until 1:59 p.m. ET on Fridays to place orders through the online ordering process using an online checking account.

Note: If Market America determines that the UFMS is not functioning correctly from corporate office for an unacceptable amount of time, UFMS members have until 2:00 a.m. ET on Saturday to fax orders using an approved and registered credit card or credit on account as the method of payment. The UFMS member must print clearly at the top of the order form UFMS Problem please consider for week ending xx/xx/xx. No other orders will be accepted.

Note: The determination to extend the normal ordering deadline is completely at the discretion of Market America. If Market America determines that there was not enough down time to warrant an extension past the 11:59 p.m. ET deadline for Online Electronic Ordering, then any orders received by Market America after 11:59 p.m. ET will be credited for the following week.

(4) Weekly commissions and management bonuses shall be paid on Group Business Volume totals, based on final posting and reconciliation figures, two weeks from the week-ending Friday of that particular commission cycle.

(B) Weekly Compensation Criteria And Management Parameters:

(1) $300.00 Commission: for accruing equal to or greater than 1,200 Group Business Volume on the left side and 1,200 Group Business Volume on the right side of the respective BDC.

(2) $300.00 Commission: for accruing equal to or greater than 2,400 Group Business Volume on the left side and 2,400 Group Business Volume on the right side of the respective BDC. This includes the previous 1,200 Group Business Volume.

(3) $300.00 Commission: for accruing equal to or greater than 3,600 Group Business Volume on the left side and 3,600 Group Business Volume on the right side of the respective BDC. This includes the previous 2,400 Group Business Volume.

(4) $600.00 Commission: for accruing equal to or greater than 5,000 Group Business Volume on the left side and 5,000 Group Business Volume on the right side of the respective BDC. The includes the previous 3,600 group Business Volume.

(5) $600.00 Leadership Bonus: when having a BDC on the left side and a BDC on the right side each receive a $600.00 commission for reaching the 5,000/5,000 Group Business Volume compensation criteria, in the same weekly commission cycle that the respective BDC earns a $600.00 commission for reaching the 5,000/5,000 Group Business Volume compensation criteria. Note: All three commission checks must meet all requirements for release at the same time. If any check that would otherwise contribute to a Leadership Bonus is held for any reason (see Minimum Commissions Requirements), then that held check will not be eligible to contribute towards any Leadership Bonus for the week that the check would have been earned if not held.

(6) All accrued Group Business Volume totals are cumulative (i.e., inclusive of the Group Business Volume accrued for reaching the previous compensation criteria), until reaching the 5,000/5,000 Group Business Volume compensation criteria. Upon reaching the 5,000/5,000 GBV compensation criteria, a BDC flushes (erases GBV to 0), and starts the commission cycle over again the next week.

(7) Any Group Business Volume in excess of the 5,000 Group Business Volume compensation criteria shall not carry over into the next commission cycle.

(8) All or any part of the compensation criteria met in a given weekly commission cycle shall be paid for that week. The maximum commission and leadership bonuses one BDC may earn in a weekly commission cycle shall be $2,100.00.

(9) If Distributors do not receive in the mail a commission check that has been earned, they can call Distributor Services to request a Stop Payment be placed on the commission check.

(a) The Distributor must wait two full weeks from the date the check was mailed to request a Stop Payment on commissions. If the check has not been cashed, a replacement check will be issued. There is no charge to Distributors for Stop Payments on commission checks as long as the check was never received by the Distributor and he/she waits the full two weeks before contacting Market America.

(b) If a Distributor wants to request a Stop Payment on a commission check before the two-week waiting period is over e.g., the check was tossed into the trash by mistake there will be a service charge incurred by the Distributor. If the check has not been cashed, a replacement check will be issued.

(c) Once Distributors have requested a Stop Payment, they should not attempt to cash the original check if it arrives. Distributors must wait on the replacement check at that point.


(10) Market America will issue a Stop Payment on any commission check that has not cleared the bank within six months of the date the check was issued. The amount of any such check, less the current Stop Payment fee, will be placed on the Distributor's Market America credit account.

SEC. 11 ADDITIONAL/MULTIPLE BUSINESS DEVELOPMENT CENTERS

Additional BDCs may be placed and/or acquired (other than initial entry) only in the downline of a Distributors BDC-001 through re-entry authorization or acquisition of a BDC.

(A) Re-Entry Business Development Centers:

(1) A Distributor is granted a re-entry authorization the first time and only ONE time per BDC upon receiving a check for reaching the 5,000/5,000 GBV compensation criteria for the respective BDC. The re-entry will not be considered valid by Market America until after the check has been received by the Distributor. Subsequent attainment of the 5000/5000 GBV compensation criteria will not authorize another re-entry unless accomplished by an additional BDC (e.g., 002, 003, 004 etc.). An invalid re-entry qualification order will have BV automatically assigned to the Distributors BDC-001.

(2) The re-entry of an additional BDC must be exercised five placement positions below the initial entry BDC(s) (i.e., 001, 002, and 003) or must be placed in a position downline of a BDC which has reached the 5,000/5,000 GBV compensation criteria and is not held by the re-entering Distributor.

(3) Additional BDCs from re-entry must be qualified (200 Personal Business Volume) at the time the re-entry BDC is placed. A Distributor Sales Report (Form 1000) must be completed and submitted accompanied by a minimum of two retail receipts totaling $200.00 prior to earning a commission (this is a one-time-only requirement unless at some point the Distributor purges).

(B) Acquired Business Development Centers: Acquiring additional BDCs in a Distributors downline is approved only in very rare, extenuating circumstances and begins with obtaining written approval from the company. Distributors may not sell, assign, or otherwise transfer their BDC(s), marketing position, or other Distributor rights and obligations without written authorization from the company. Distributors must first submit a letter to the Compliance Department requesting approval to purchase the BDC(s) and explaining in detail the extenuating circumstances.

(1) Limitations:

(a) The prospective buyer must be the equivalent or higher Pin Level as the selling Distributor and must have been an Independent Distributor with Market America for at least 12 months prior to acquisition.

(b) Distributors may only acquire a BDC in their downline and the selling Distributor cannot have been inactive more than 270 days.

(c) Distributors relinquishing rights and obligations to a BDC shall not be eligible to be re-sponsored as a Distributor for a period of 270 days from the date of sale and/or transfer.

(2) Approval:

(a) Upon written approval by the company, Distributors must submit a notarized purchase agreement, signed by both the terminating and the purchasing Distributors, along with a $10 per BDC processing fee, attention of the Compliance Department.

(b) Each acquired distributorship shall be assigned a separate and distinct identification number from the Distributors original BDC(s), of which the company will notify the acquiring Distributor by telephone, letter or fax.

(c) Upon receiving the new identification number, the acquiring Distributor must re-qualify each acquired BDC in order to begin accruing Group Business Volume in the respective center. Note: The original Q-date of the BDC shall remain the same as when originally qualified. There is not another initial First-Quarter Grace Period. Distributors must meet the Personal Business Volume based on the Pin Level attained by the previous Distributor to continue to accrue GBV month-to-month.

(d) Each acquired BDC must reactivate to be eligible to earn commission and Leadership Bonuses. Original sponsorship rights to downline Distributors from the acquired BDCs for activation requirements terminate upon acquisition.

(e) A Distributor Sales Report (Form 1000) must be completed and submitted accompanied by a minimum of two retail receipts totaling $200.00 within 90 days of qualification.

(f) The acquired BDC-001 must be enrolled in the Transfer Buying Program within 28 days from the issuance of the new ID number by the company.

(g) All activity requirements shall apply to each acquired BDC or groups of BDCs (in the case of acquiring a Master UnFranchise Owner Level) separate and distinct from BDCs owned by initial entry or owned through re-entry


authorization. This shall include requirements relative to qualification, activation, management, Annual Renewal, UFMS membership, etc.

(h) Please allow 10 to 15 business days from the date of written company approval for Market America to set up an acquired BDC. Do not place Distributors downline until this process has been completed in the computer system.

SEC. 12 MARKET AMERICAS LADDER SYSTEM OF ACHIEVEMENT

Field management levels (Pin Levels) may be earned through participation in the Management Performance Compensation Program. Distributors attaining new field management Pin Levels will be recognized in Market Americas Powerline magazine. Field management Pin Level requirements are as follows.

Level 1 DISTRIBUTOR

(1) Complete Independent Distributor Application and Agreement; and

(2) Submit subscription fee.

Level 2 QUALIFIED DISTRIBUTOR

(1) Complete Level 1;

(2) Place and accumulate 200 Personal Business Volume in orders in BDC-001; and

(3) Maintain proper linkage in the Market America genealogy.

Level 3 COORDINATOR (Blue Pin)


(2) Develop two sales and distribution organizations, one on the left and one on the right side of a BDC, each accruing 1,200 Group Business Volume in a weekly commission cycle; and

(3) Receive $300.00 commission check.

Level 4 EXECUTIVE COORDINATOR (Blue Pin with One Diamond)


(2) Develop two sales and distribution organizations, one on the left and one on the right side of a BDC, each accruing 5,000 Group Business Volume in a weekly commission cycle; and

(3) Receive $600.00 commission check.

Level 5 MASTER COORDINATOR (Blue Pin with Two Diamonds)

(1) Complete Level 4; and

(2) Receive $600.00 Management Bonus.

Level 6 PROFESSIONAL COORDINATOR (Blue Pin with Three Diamonds)


(2) Receive $4,500 in commissions and Management Bonuses within four consecutive weekly commission cycles.

Level 7 SUPERVISING COORDINATOR (Blue Pin with Four Diamonds)



Level 8 NATIONAL SUPERVISING COORDINATOR (Blue Pin with Five Diamonds)



Level 9 EXECUTIVE SUPERVISING COORDINATOR (Blue Pin with Six Diamonds)




Level 10 DIRECTOR (Onyx with One Diamond)



Level 11 EXECUTIVE DIRECTOR (Onyx with Two Diamonds)



Level 12 FIELD VICE PRESIDENT (Onyx with Three Diamonds)



Level 13 EXECUTIVE FIELD VICE PRESIDENT (Onyx with Four Diamonds)



Level 14 SENIOR EXECUTIVE FIELD VICE PRESIDENT (Onyx with Five Diamonds)



Level 15 FIELD PRESIDENT (Onyx with Six Diamonds)



Level 16 INTERNATIONAL FIELD PRESIDENT (Platinum with One Diamond)



Level 17 FIELD CHAIRMAN



Level 18 INTERNATIONAL FIELD CHAIRMAN



SEC. 13 INCENTIVE BUSINESS VOLUME COMPENSATION PLAN (IBVCP)

The Incentive Business Volume (IBV) program provides an opportunity for Market America Distributors to earn an additional $1,500 per BDC per week, in addition to the standard MPCP, while maximizing and leveraging the same sales and distribution organization. IBV is generated from the purchase of products from Market America and its Affiliate Partners. IBV can be generated through the custom Web Portal by ordering products and services from the Mall Without Walls, and by using the Market America Credit Card for everyday purchases. IBV can also be generated by assisting businesses in becoming MAPP Merchants and by shopping at local MAPP Merchant locations. IBV will accrue towards generating a second tier of commissions (IBV commissions) that complement the first tier of commissions generated by accruing standard BV. With the introduction of the supplemental IBV compensation, Market Americas MPCP results in a potential total payout per BDC of $3,600 per week.

(A) Ordering IBV Products: All products, goods and services having IBV will be promoted and marketed via Market Americas Mall Without Walls. Products, goods and services having IBV that are purchased from Market America Partner Stores may only be ordered and sold through the Internet. Products, goods and services having IBV that are sold directly by Market America (such as Snap, Transitions and Royal Spa) will appear in Market America's Mall Without Walls price list and may be ordered by fax, manual order, 800-number, and online.


(B) Market Americas Preferred Partner (MAPP) / Regional IBV Program*:

(1) Merchant Referrals: A Distributor can earn 100 IBV for each local brick and mortar business the Distributor assists in switching its merchant account to Market Americas Preferred Merchant Services Provider. The Distributor will earn 25 IBV when a merchant who was referred by the Distributor through the proper channels provides Market Americas Preferred Merchant Services Provider with a recent copy of its merchant statement for evaluation. The Distributor will earn an additional 75 IBV if the merchant switches its account to Market Americas Preferred Merchant Services Provider for a period of at least 60 days.

(2) MAPP Eligibility: Each merchant who switches its merchant account to Market Americas Preferred Merchant Services

Provider is eligible to apply to become a Market America Preferred Partner (MAPP) and participate in the Regional IBV Program. Each application must be approved by Market America.

(3) Additional IBV: Distributors earn additional IBV when they or their customers register a qualifying credit or debit card

with Market Americas Preferred Merchant Services Provider, shop at any MAPP merchants business, regardless of where the MAPP merchants business is located, and pay for purchases with a registered credit or debit card.

(4) Participating MAPP Merchants: To find participating MAPP merchants, must log into their UnFranchise Business

Account, click on Shop Local Stores and enter the ZIP code for the area of interest. You will find a listing of all participating MAPP merchants located in the ZIP code, along with a description of products and services offered by each MAPP merchant, and a link for directions to the MAPP merchants location.

* MAPP is not currently available in Canada.

(C) Participation in IBV Program: The following are guidelines for Distributors to be eligible to participate in the accrual of IBV:

(1) Prerequisite to Participation: Distributors must be qualified and active in the standard MPCP in accordance with policy and procedure in the Career Manual in order to participate in the IBV program.

(2) Designation of Initial Participating BDC: To participate in the IBV program, qualified and active Distributors must designate a currently existing personal BDC to participate in the accrual of Group IBV (GIBV) generated from the purchase of products by Distributors and their customer base within the left and right organizations of this designated personal BDC. Initially Distributors may only designate one personal BDC to participate in the IBVCP. Distributors should log into their UnFranchise Business Account and register to designate their initial personal BDC for participation in the IBVCP.

(3) Designation of Additional Participating BDCs: Distributors will earn the right to designate additional personal BDCs to participate in the IBVCP through an additional BDC designation process. It works exactly like the Re-Entry Authorization process within the standard MPCP, with the only difference being that instead of earning the right to create a new BDC, eligible Distributors will simply designate an additional existing personal BDC within their organization in which to accrue GIBV for additional potential IBV commissions. The first time a personal BDC designated to participate in the IBVCP completes the entire IBV Compensation Payout Cycle (i.e. earns an IBV commission check for accruing at least 5,000 GIBV from the left organization and 5,000 GIBV from the right organization), Distributors are authorized to designate one additional existing personal BDC to participate in the IBVCP.

(4) Automatic IBV Assignment: When Distributors register their personal BDC for initial participation, they need to register two BDCs for automatic assignment of IBV for orders placed online. Eligible BDCs for downline assignment of IBV is governed by current policy and procedure for the placement of BV downline in the standard MPCP. IBV generated from these orders will be alternately assigned to the Distributor's designated BDCs by order as they are generated.

(5) Initial Accrual of IBV: Accrual of GIBV begins for the week-ending Friday in which Distributors first designate their personal BDC for participation in the IBVCP. To continue accruing GIBV towards IBV commission payout criteria, Distributors must meet the minimum activity requirements of the standard MPCP and exercise the IBV Monthly Accrual Option. A purge in the standard MPCP for not meeting the minimum activity requirements will result in the same within the IBVCP; however, a bad flush in the IBVCP will not affect GBV in the standard MPCP, nor will a bad flush in the standard MPCP affect GIBV in the IBVCP.

(6) Exercising the IBV Monthly Accrual Option: A qualified BDC will accrue Group Incentive Business Volume month-to-month provided (1) the minimum amount of Personal Incentive Business Volume is ordered and assigned to BDC-001 and (2) an order for the UnFranchise Management System (UFMS) is received by Market America, both by the appropriate dates. The IBV Monthly Accrual Option may be exercised by using the Transfer Buying Program or placing manual orders for the minimum amount of IBV and assigning the IBV to BDC-001. Minimum monthly IBV amounts for exercising the IBV Monthly Accrual Option are as follows: 10 IBV for Level 1 (Distributors who have not yet earned an IBV commission check); 20 IBV for Level 2 (Distributors who have earned their first IBV commission check); and 30 IBV


for Level 3 (Distributors who have earned an IBV commission check for completing the IBV commission cycle at 5000/5000 IBV). Distributors placing a product order or orders for the minimum monthly IBV (10, 20, or 30) assigned to their BDC-001 by their monthly Q-date will satisfy the IBV Monthly Accrual Option for every one of their IBV-designated BDCs. Note: The minimum IBV must be received by the week-ending Friday in which the Q-Date falls. To count for a given month, the IBV must be placed after the end of the previous monthly Q-Date period and by the last day of the current monthly Q-date period.

(7) 28-Day Grace Period: For any change in status that causes Distributors' minimum IBV monthly amount to change regarding exercising the IBV Monthly Accrual Option, a 28-Day Grace Period applies under the following guidelines:

(a) Initial Designation: If the date of the initial designation of a BDC as participating in the IBVCP is within 28 days of the upcoming monthly Q-date, then the Distributor is not required to submit the minimum IBV amount by that next monthly Q-date to continue to accrue GIBV month-to-month. The Distributor must then submit the applicable IBV for the first monthly Q-date period for which the 28-Day Grace Period does not apply. However, if a BDC is designated as participating in the IBVCP, and the upcoming monthly Q-date is more than 28 days from the date the BDC is designated, then the Distributor must submit the applicable IBV by the next monthly Q-date to continue to accrue GIBV month-to-month.

(b) Earned Commissions: If a commission check that will increase a Distributors minimum monthly IBV amount is earned within 28 days of the upcoming monthly Q-date, then the Distributor remains at the current IBV level to continue to accrue GIBV month-to-month. The Distributor must then submit the applicable IBV (20 IBV for Level 1; 30 IBV for Level 2) for the first monthly Q-date period for which the 28-Day Grace Period does not apply. However, if a commission check that will increase a Distributors minimum monthly IBV amount is earned, and the upcoming monthly Q-date is more than 28 days from the date the check is earned, then the Distributor must submit the applicable IBV (20 IBV for Level 1; 30 IBV for Level 2) by the next monthly Q-date to continue to accrue GIBV month-to-month.

(8) Distributors Not Exercising IBV Accrual Option: Exercising the IBV Monthly Accrual Option is not required.

(a) If Distributors choose not to exercise the IBV Monthly Accrual Option, their accrued GIBV through the end of the monthly Q-date period for which the IBV Monthly Accrual Option is not exercised will flush (reset to 0); however, Distributors who remain active in the standard MPCP will begin accruing GIBV again beginning the commission week directly after the flush.

(b) If Distributors do not exercise the IBV Monthly Accrual Option by their next monthly Q-date, their accrued GIBV will flush (reset to 0) again at the end of that monthly Q-date period, and so on.

(9) Active Life Span Of Group Incentive Business Volume: Accrued GIBV shall have a 730-day life span from the date of the order. The life span of GIBV does not extend to the Friday of the week in which the order turns 730 days old, but expires on the 731st day. GIBV greater than 730 days old shall no longer count towards the payout of commissions.

(10) Minimum IBV Commissions Requirements: In order to be eligible to earn and receive IBV commissions Distributors must:

(a) Be activated in accordance with the standard MPCP requirement.

(b) Maintain an active Market America custom Web Portal.

(c) Have a minimum of 10 registered Preferred Customers.

SEC. 14 GLOBAL MANAGEMENT PERFORMANCE COMPENSATION PLAN

The following are guidelines for Distributors to be eligible to participate in the Global MPCP:

(A) Application: Distributors must log into their UnFranchise Business Account and complete and submit both the Global UnFranchise Owner Agreement and the specified global countrys Application and Agreement.

(B) Designation of Initial Participating BDC: Distributors must designate a currently existing personal BDC to participate in the accrual of global Group BV generated from the purchase of products by global-country Distributors and their customer base within the left and right organizations of this designated personal BDC. Initially Distributors may only designate one personal BDC to participate in the global MPCP. Distributors must log into their UnFranchise Business Account, and register to designate their initial personal BDC for participation in the global MPCP.

(C) Designation of Additional Participating BDCs: Distributors will earn the right to designate additional personal BDCs to participate in the global MPCP through an additional BDC designation process. It works exactly like the Re-Entry Authorization process within the standard MPCP, with the only difference being that instead of earning the right to create a new BDC, eligible Distributors will simply designate an additional existing personal BDC within their organization in which to accrue global GBV for additional potential global commissions. The first time a personal BDC designated to participate in the global MPCP


completes the entire compensation payout cycle (i.e. earns a commission check for accruing at least 5,000 global GBV from the left organization and 5,000 global GBV from the right organization), Distributors are authorized to designate one additional existing personal BDC to participate in the global MPCP.

(D) Placement of Personally Sponsored Global Distributor BDCs: Global Distributors must be linked/placed on either the left or right side of the sponsoring Distributors designated BDC(s) currently existing in the UnFranchise Business Development System. All BDCs, Home Country and global, are placed within the same genealogical or organizational system.

(E) Accrual of Global GBV: To make the designated BDC eligible to accrue global GBV, Distributors must order a global-country subscription kit (this is done during the initial sign-up process) and place an order for 200 PBV worth of Home Country products and assign BV placement to the designated BDC (this is done during the initial sign-up process once the Distributor has designated his/her global BDC). To continue accruing global GBV towards commission payout criteria, Distributors must meet the minimum activity requirements of the standard MPCP and exercise the Monthly Accrual Option in accordance with the standard requirements of the MPCP. A bad flush and/or purge in the standard MPCP for not meeting the minimum activity requirements or executing the Monthly Accrual Option will result in the same within the Global MPCP. If a purge occurs in the Home Country MPCP, the Home Country BDCs must be requalified before re-qualifying any global BDCs. Note: Distributors will not accrue any global GBV from orders generated prior to qualifying their own global BDC.

(F) Minimum Global GBV Commissions Requirements: In order to be eligible to earn and receive global commissions Distributors must:

(1) Be activated in accordance with the standard MPCP requirement.

(2) Activate their designated global BDC by personally sponsoring at least one qualified global-country Distributor into the left organization of your designated BDC and at least one qualified global-country Distributor into the right organization of your designated BDC.

(3) Be at least a Certified Executive Coordinator in your Home Countrys MPCP.

(4) Have a current UnFranchise Management System subscription.

(5) Maintain minimum activity requirements in their Home Country MPCP.

(G) Assignment of BV: Home-country Distributors ordering products having home-country BV may only assign BV downline to BDCs of personally sponsored home-country Distributors enrolled in the Transfer Buying program, and these products must be shipped to a home-country address. Home-country Distributors ordering products having global BV may only assign BV downline to BDCs of personally sponsored global-country Distributors enrolled in the Transfer Buying program.

(H) Global Leadership Bonuses: A global Leadership Bonus is earned in the same manner as in the Home Country MPCP. However, to

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