Nutrifect, Inc., which in this manual and agreement will be referred to as “Nutrifect and/or Company,” is a direct selling company marketing to the consumer through its independent Business Owners, which in this manual will be referred to as “IBOs” and /or IBO. The policies and procedures outlined here are applicable to all IBOs of the Company.

I. GENERAL POLICIES

Becoming a Nutrifect Independent Business Owner An applicant becomes an Independent Business Owner when a duly completed Company Application and Agreement form has been received, accepted and processed by the Company and an IBO Marketing Kit has been purchased. The cost of the IBO Marketing Tool Kit is $24.99 plus freight and applicable sales tax and has a retail value of $99.99.

INDEPENDENT BUSINESS OWNER (IBO)
All Independent Business Owner should sign up with the intent to build their own business utilizing the standard sales business model. After personally using the products begin the marketing process by telling everyone you know about the value and advantages of your products. Provide them with your virtual office replicated sales website address to allow them to buy their chosen product directly online. This process is called social compounding. In this business model it is important to encourage as many people as you can to buy online. In a short period of time many of these retail customers will ask how they can become an IBO. Commissions are paid on all retail sales and all sales made by other IBOs which you have referred.

LEGAL AGE
A person must be of legal age in the state or province in which they reside in order to be eligible to become an IBO and market Company products. The Company’s employees and their households are ineligible to become an IBO, unless written approval is granted by the Company.

TAXES
Each IBO is responsible for paying personal, local, state and federal income taxes on all earnings generated as an IBO and the appropriate business taxes on all retail sales. Where applicable, the Company will charge all jurisdictional sales tax where required by law. This may include state, county and city taxes. If an IBO is exempt from sales tax, the tax exemption certificate must be in the company possession.

SAME HOUSEHOLD IBOS
Spouses may not enroll each other directly or indirectly, nor have different referrers, nor may any of their children who live in the same household. If one spouse is already an IBO, the non-participating spouse may elect to become an IBO, but must be enrolled by the same IBO as his or her spouse, parent or child. Should IBOs legally separate or divorce, they should notify the Company in writing stating how the IBO is to be managed thereafter.

PARTNERSHIPS & CORPORATIONS
A partnership or corporation may become an IBO by submitting to the Company a certificate of partnership or corporation with a complete list of partners or officers. No individual may participate in more than (1) one IBO in any form without the express written permission from the Company. Only in the most extreme circumstances will this be considered. An IBO may change status under the same sponsor from individual to partnership or corporation or from partnership to corporation with proper and complete documentation. To form a new IBO as a partnership or corporation or to change the status to one of these forms of business, you must request a partnership/corporation form from the Company. This form must be submitted detailing all partners, stockholders, officers or directors in the partnership or corporation. The partner or officer who submits the form must be authorized to enter into binding contracts on behalf of the partnership or corporation. In addition, by submitting the partnership/corporation form, you certify that no person with an interest in the business has had an interest with an IBO within three (3) months of the submission of the form (unless it is the continuation of an existing IBO that is changing its form of doing business).

IBO STATUS
Independent Business Owners are in deed independent marketing representatives of the Company and are not to be considered purchasers of a franchise. The agreement between the Company and its IBO does not create an employer/employee relationship, agency, partnership, or joint venture between them and the Company.

PURCHASES AND FEES
All IBOs are required to purchase a Marketing Tool Kit at the time they submit their application to the Company. The sum paid is not a franchise fee but is an investment in samples, sales tools, and training materials. Data processing fees will be deducted from commissions as follows: $2.00 card load fee per loading transaction; check use fee of $25.00 per check; and return check fee of $30.00 per check. The Company will charge a fee of $24.95 to every IBO for maintenance of their virtual office website. This fee will be charged once a year and will be due on the anniversary date upon which the IBO signed up to become an Independent Business Owner.

CHANGES TO THE IBO NAME - COMPANY APPROVALS
The Company reserves the right to approve or disapprove any IBO change of business name, formation of partnerships, corporations, and trusts for tax, estate planning, and limited liability purposes. If the Company approves such a change the IBO, the organization's name and the names of the principals of the organization must be typewritten and stapled to the IBO application agreement along with applicable social security number(s) or federal employer identification number(s).

CONFIDENTIALITY AGREEMENT
Upon request the Company will supply confidential back office statistical data, information, and reports to the IBO which will provide information about the IBO’s enrolled IBOs sales organization, product purchases, and product mix. The IBO agrees that such information is proprietary and confidential to the Company and is transmitted to the IBO in confidence. The IBO agrees that he or she will not disclose such information to any third party directly or indirectly, nor use the information to compete with the Company directly or indirectly. The IBO and the Company agree that, but for this agreement of confidentiality and nondisclosure, the Company would not provide the above confidential information.

INDEMNITY AGREEMENT
Each IBO shall hold harmless the Company from any claims, damages or liabilities arising out of the IBO's business practices. IBO’s have no authority to bind the Company to any obligation. Each IBO is to set up his/her own hours and to determine his/her own methods of sale, so long as he/she complies with the policies and procedures of the Company. In the conduct of its business, the IBO shall safeguard and promote the reputation of the Company and its products and shall refrain from all conduct which might be harmful to such reputation of the Company or to the marketing of such products or be inconsistent with the public interest, and shall avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices.

II. ENROLLMENT POLICIES ENROLLING RESPONSIBILITIES

Any IBO, who enrolls other IBO’s, must fulfill the obligation of performing a bona fide supervisory, distributing, and selling function in the sale or delivery of product to the ultimate consumer and in the training of those enrolled. IBO’s should have ongoing contact, communication, and management supervision with their sales organizations. Examples of such supervision may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, training sessions, accompanying individuals to Company training, and sharing genealogy information with those sponsored. IBO’s should be able to provide written evidence to the Company semiannually of ongoing fulfillment of enrollment responsibilities.

ENROLLING GUIDELINES
IBO”S have the right and should take the opportunity to enroll others. In addition, every potential IBO has the ultimate right to choose his/her own enroller. If two IBOs should claim to be the enroller of the same new IBO, the Company shall regard the first application received by the corporate home office as controlling. a. As a general rule, it is good practice to regard the first IBO who had meaningful contact with a prospective IBO as having the first claim to his/her enrollment. Basic tenets of common sense and consideration should govern. There is no "magic" involved in the Company or in any business. Those who enroll widely but who do not help new IBOs develop their business meet with limited success. Therefore, a responsibility of enrollment is to work with new IBOs, helping them learn the business and encouraging them during the critical early months. Enrolling IBOs are not required to carry inventory of products or sales aids for new IBOs.

INTERNATIONAL ENROLLING
It is expressly forbidden for IBOs to sponsor, sell or distribute product in any country in which the Company is not officially operating in.

TRANSFER OF ENROLLMENT
Transfer is rarely permitted and is actively discouraged. Maintaining the integrity of enrollment is absolutely mandatory for the success of the overall organization. Transfers will generally be approved in two (2) circumstances only: In the case of unethical enrollment by the original IBO. In such cases, the Company will be the final authority. Resigning from the Company entirely and waiting three (3) months to reapply under the new sponsor.

CROSS ENROLLING
An IBO shall not sell or promote to any other IBO, opportunities in marketing programs of other companies with like kind or similar products to any and all Nutrifect products. IBOs shall not entice other IBO’s to switch organizations within the company field organization. Such activity may be grounds for termination.

III. PURCHASING POLICIES RETAIL SALES

The program is based upon retail sales to the ultimate consumers. The Company also recognizes that IBO’s may wish to purchase product in reasonable amounts for their own personal or family use. All IBO’s purchasing products for their own or family use will be priced at the price for which they are eligible. All appropriate commissions will be based on the gross sales price.

STOCKPILING
It is Company policy to strictly prohibit the purchase of products in large quantities for inventorying in unreasonable amounts. All forms of stockpiling are actively discouraged. IBO’s should not inventory load nor encourage others in the program to load up on inventory.

IV. COMMISSIONS

All IBO’s eligible for monthly commissions are a direct result of its individual sales added to that enrollment group’s sales. It is in the interest of all enrolled IBOs in any group to assist each other in promoting and selling product. Commissions are generated only by product sales. Active participation in training and promotion is key to your success. The Company shall be entitled to ask any IBO for their detailed marketing plan.

V. ADVERTISING & PROMOTIONAL POLICIES

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

TRADEMARKS, TRADE NAMES, SERVICE MARKS AND ADVERTISING AGREEMENT
The name of the Company and other names as may be adopted by the Company are proprietary trade names, trademarks and service marks of the Company. As such, these marks are of great value to the Company and are supplied to the IBO for the IBO’s use only in an expressly authorized manner. The IBO agrees not to advertise the Company’s products in any way other than the advertising or promotional material made available to them by the Company. The IBO agrees not to use any written, printed, recorded or any other material in advertising, promoting or describing the product of the Company, the marketing program, or in any other manner. Material which has not been copyrighted and supplied by the Company must be submitted to the Company, and approved in writing by the Company before being disseminated, published or displayed.

MEDIA INQUIRIES
Any inquiries by the media are to be referred immediately to the Company, where they will then be referred to the Office of the President. This policy is to assure accuracy and a consistent public image.

VERBAL AND WRITTEN STATEMENTS
Each IBO is fully responsible for all of his/her verbal and written statements made regarding the product and marketing program which are not expressly contained in writing in the current policies and procedures, and advertising or promotional materials supplied directly by the Company. Each IBO agrees to indemnify the Company and hold it harmless from any and all liability including judgments, civil penalties, refund, attorney fees, court costs or lost business incurred by the Company as a result of the IBO’s unauthorized representations. Federal and state regulatory agencies rarely approve or endorse direct selling programs. Therefore, any IBO may not represent that the Company's program has been approved or endorsed by any governmental agency.

USE OF COMPANY MATERIALS
The Company will not permit the use of its copyrights, designs, logos, trade names, trademarks, service marks, etc., without its prior written permission. All Company materials, whether printed, on film, or produced by sound recording, are copyrighted and may not be reproduced in whole or in part by any IBO or any other person except as authorized by the Company. Permission to reproduce any materials will be considered only in extreme circumstances.

SELF-DEVELOPED MATERIAL
All advertising or promotional materials including, but not limited to, copy, direct mailing, radio, TV, newspaper and display copy must be submitted to the Company and approved in writing before being distributed, published or displayed with the exception of blind ads where no reference is made to the Company name, address and telephone number or product name. No IBO may produce, use or distribute any information relative to the contents, characteristics or properties of Company product which has not been provided directly by the Company. This prohibition includes but is not limited to print, audio or video media. No IBO may produce, sell or distribute literature, films or sound recordings which are deceptively similar in nature to those produced, published and provided by the Company for its IBOs. Nor may an IBO purchase, sell or distribute non-company materials which imply or suggest that said materials originate from the Company.

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

TELEPHONE SOLICITATION
The use of the Company's name or copyrighted materials may not be made with automatic calling devices or "boiler room" operations for any purpose. The use of these methods in ways that are legal and are the equivalent of the "blind ads" alluded to above cannot be regulated by the Company.

MAIL, RADIO, NEWSPAPER, OR TV SOLICITATION
The use of the Company's name, address or telephone number may not be used to solicit IBOs. The initiator of the advertising must publish his/her own information as an IBO.

REPRESENTATION OF STATUS
In all cases, any reference the IBO makes to himself must clearly set forth the IBO’s independent status. For example, if the IBO has a business telephone, the telephone may not be listed under the Company’s name or in any other manner without disclosing its independent status as an IBO.

PRODUCT CLAIMS
No claims as to unexpected results about the products or services may be made except those officially approved in writing by the Company or as contained in the official Company literature. Such statements can be perceived as unrealistic claims. Not only is this against Company policy, but it is also against the laws governed by most local, state and federal agencies.

INCOME CLAIMS
No false or misleading income projections may be made to prospective IBOs. In their enthusiasm, IBOs are occasionally tempted to represent hypothetical income figures based upon the inherent power of projected sales as actual income projections. This is counterproductive, since new IBOs may be quickly disappointed if their results are not as extensive or as rapid as a hypothetical model would suggest. The Company believes firmly that the income potential is great enough to be highly attractive in reality without resorting to artificial and unrealistic projections.

VI. RESIGNATION, SUCCESSION, TRANSFER & TERMINATION POLICIES VOLUNTARY RESIGNATION

The IBO agreement may be canceled at any time and for any reason by notifying the Company of his/her desire to cancel. The IBO will be canceled within 30 days of the Company receiving written notice containing the IBO’s name, Social Security number and Reseller number. If an IBO elects to cancel his/her IBO agreement, all rights to bonuses, marketing position and wholesale purchases cease. The terminated IBO’s sales position shall be transferred to the Company.

SUCCESSION
Upon the death or incapacity of the IBO, his or her rights to bonuses and marketing position, together with IBO responsibilities, shall pass to his or her successors in interest upon written application and approval by the Company. The successor IBO must fulfill all prior responsibilities of the IBO.

TRANSFER OF ENROLLMENT
The IBO may not sell, assign or otherwise transfer his/her enrollment, marketing position or other rights without written application and approval by the Company. The IBO enrollment must be offered in writing first to the IBO’s enroller. If the enroller declines the offer, the IBO may offer the enrollment for sale to other qualified Individuals, but only on the same terms and conditions as offered to the enroller. An IBO who sells his or her enrollment shall not be eligible to re-qualify as an IBO for a period of at least three months after the sale. The Company reserves the right to review the sale agreement and to verify waiver from the referrer enroller in the event the referrer enroller declines to purchase the IBO.

INVOLUNTARY TERMINATION
The Company reserves the right to terminate any IBO at any time for cause when it is determined that the IBO has violated the provisions of the agreement, including the provisions of these policies and procedures as they may be amended or the provisions of applicable laws and standards of fair dealing. Such involuntary termination shall be made by the Company at its discretion. Upon an involuntary termination, the Company shall notify the IBO by certified mail to the IBO's address on file with the Company. In the event of a termination, the terminated IBO agrees to immediately cease representing himself as an IBO.

APPEAL OF INVOLUNTARY TERMINATION
The IBO will have 15 days from the date of mailing of the certified letter in which to appeal the termination in writing. The appeal correspondence must be received by the Company within 20 days of the Company's termination letter. If the appeal is not received within the 20-day period, the termination will be automatically deemed final. If the IBO files a timely appeal of termination, the Company will review and reconsider the termination, consider any other appropriate action, and notify the IBO of its decision. The decision of the Company will be final and subject to no further review. In the event the termination is not rescinded, the termination will be effective as of the date of the Company's original termination notice.

VII. PURCHASE & PRICE CHANGE POLICIES BUY BACK 30-DAY, 100% MONEYBACK GUARANTEE

Most items can be returned for up to, but not exceeding, 30 days. Simply return your unopened product for a refund less shipping and handling and a $10 restocking fee. The product must not have been opened (the seal unbroken) and be in a resalable condition. Any shipping and handling costs will not be refunded. All commissions paid out relative to these products purchases shall be deducted from the IBO who received the commissions.

VIII. GENERAL POLICIES

This statement of policies and procedures is incorporated into the IBO agreement and constitutes the entire agreement of the parties regarding their business relationship. These Policies & Procedures supersede previous Policies & Procedures.

AMENDMENTS
The Company expressly reserves the right to alter or amend prices, rules and regulations, policies and procedures, product availability and sales commission plan.

WAIVER
The Company never gives up its right to insist on compliance with these rules or with the applicable laws governing the conduct of a business. This is true in all cases, both specifically expressed and implied, unless an officer of the Company who is authorized to bind the Company in contracts or agreements specifies in writing that the Company waives any of these provisions. In addition, anytime the Company gives permission for a breach of the rules, that permission does not extend to future breaches. This provision deals with the concept of "waiver," and the parties agree that the Company does not waive any of its rights under any circumstances short of the written confirmation alluded to above.

GOVERNING LAW
These rules are reasonably related to the laws of the state of Utah and shall be governed in all respects thereby. The parties agree that jurisdiction and venue shall lie with the place of acceptance of the IBO application, the state of Utah.

PARTIAL VALIDITY
Should any portion of these Rules and Regulations, of the IBO's application and agreement, or of any other instruments referred to herein or issued by the Company be declared invalid by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect.