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MTM STATEMENT OF POLICIES AND PROCEDURES Table of Contents SECTION 1 - INTRODUCTION...................................................................................................................................5 1.1 - Corporate Mission Statement....................................................................................................................................5 1.2 - MTM User Disclaimer ...............................................................................................................................................5 1.2.1 - MTM Does Not Provide Medical Advice ..................................................................................................5 1.3 - Health Coach Code of Conduct ................................................................................................................................5

SECTION 2 - OVERVIEW....................................................................... ...................................................................6 2.1 - Policies and Compensation Plan Incorporated into a Health Coach Agreement .....................................................6 2.2 - Purpose of Policies...................................................................................................................................................6 2.3 - Changes to the Agreement.......................................................................................................................................6 2.4 - Delays.......................................................................................................................................................................7 2.5 - Policies and Provisions are Separable ....................................................................................................................7 2.6 - Waiver......................................................................................................................................................................7

SECTION 3 - BECOMING A HEALTH COACH ........................................................................................................8 3.1 - Requirements to Become a Health Coach................................................................................................................8 3.1.1 - Health Coach Business System (HCBS): $149.50 Start Up and $14.95 / Month ...................................8 3.2 - New Health Coach Enrollment..................................................................................................................................8 3.2.1 - Business Entity Enrollment .....................................................................................................................8 3.3 - Health Coach Benefits .............................................................................................................................................9 3.4 - Renewal of Your MTM Business .............................................................................................................................9

SECTION 4 - OPERATING A MTM BUSINESS ......................................................................................................9 4.1 - Abiding to the MTM Marketing and Compensation Plan..........................................................................................9 4.1.1 - General...................................................................................................................................................9 4.1.2 - Product and Business Overview Presentations ...................................................................................10 4.2 - Advertising & Marketing.........................................................................................................................................10 4.2.1 - General.................................................................................................................................................10 4.2.2 - Health Coach Websites ........................................................................................................................11 4.2.3 - Profile Names, Domain Names, and Email Addresses ........................................................................13 4.2.4 - Trademarks and Copyrights..................................................................................................................13 4.2.5 - Media and Media Inquiries ...................................................................................................................13 4.2.6 - Spamming and Unsolicited Faxes .......................................................................................................14 4.3 - Client Buying is Prohibited ....................................................................................................................................15 4.4 - Business Entities ...................................................................................................................................................15

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4.5 - Changes to a MTM Business.................................................................................................................................15 4.5.1 - General.................................................................................................................................................16 4.5.2 - Addition of Co-Applicants......................................................................................................................16 4.5.3 - Change of Mentor .................................................................................................................................16 4.5.4 - Health Team Tree Placement Change .................................................................................................17 4.5.5 - Cancellation and Re-application of a MTM Business............................................................................17 4.6 - Unauthorized Claims and Actions ..........................................................................................................................17 4.6.1 - Indemnification ......................................................................................................................................17 4.6.2 - Income Claims & the MTM Income Disclosure Statement.....................................................................18 4.6.3 - Tax Incentive or Write-Off Claims .........................................................................................................18 4.6.4 - Misrepresentation of the MTM Opportunity ...........................................................................................18 4.7 - Commercial Outlets and Retail Sales Centers .......................................................................................................19 4.7.1 - Commercial Outlets ..............................................................................................................................19 4.7.2 - Trade Shows, Expositions and Other Sales Forums ............................................................................19 4.8 - Conflicts of Interest..................................................................................................................................................19 4.8.1 - Non-solicitation.......................................................................................................................................19 4.8.2 - Downlink Activity (Health Team Tree) Reports .....................................................................................20 4.9 - Other Services and Products. .................................................................................................................................21 4.10 - Cross-Mentoring....................................................................................................................................................21 4.11 - Errors or Questions to MTM Operations ...............................................................................................................21 4.12 - Governmental Approval or Endorsement..............................................................................................................21 4.13 - Holding Applications or Orders..............................................................................................................................22 4.14 - Identification .........................................................................................................................................................22 4.15 - Income Taxes .......................................................................................................................................................22 4.16 - Independent Contractor Status ............................................................................................................................22 4.17 - Insurance..............................................................................................................................................................22 4.17.1 - Business Insurance Coverage ...........................................................................................................22 4.18 - International Marketing ........................................................................................................................................23 4.19 - Adherence to Laws and Ordinances ...................................................................................................................23 4.19.1 - Local Ordinances ...............................................................................................................................23 4.19.2 - Compliance With Federal, State, Local Laws ....................................................................................23 4.20 - Minors ..................................................................................................................................................................23 4.21 - One MTM Business Per Individual Person or Health Coach ...............................................................................23 4.21.1 - Actions of Household Members or Affiliated Individuals.....................................................................24 4.22 - Requests for Records...........................................................................................................................................24 4.23 - Sale, Transfer or Assignment of a MTM Business ..............................................................................................24 4.24 - Separation of a MTM Business............................................................................................................................25 4.25 - Mentoring and Enrolling .......................................................................................................................................26 4.26 - Stacking................................................................................................................................................................26 4.27 - Succession ...........................................................................................................................................................26

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4.28 - Transfers ..............................................................................................................................................................27 4.28.1 - Transfer Upon Death of a Health Coach ............................................................................................27 4.28.2 - Transfer Upon Incapacitation of a Health Coach.................................................................................27 4.29 - Telemarketing Laws .............................................................................................................................................27 4.30 - Use of the MTM Communication System and MTM Office Solutions Products ...................................................28 4.31 - Prohibiting Against Excessive Charges ...............................................................................................................28 4.32 - Confidentiality.......................................................................................................................................................28

SECTION 5 - RESPONSIBILITIES OF HEALTH COACHES..................................................................................28 5.1 - Current Contact Information with Change of Address or Telephone ......................................................................28 5.2 - Non-derision............................................................................................................................................................29 5.2.1 - Harassment Zero-Tolerance Policy ......................................................................................................29 5.3 - Providing Documentation to Applicants ..................................................................................................................29 5.4 - Reporting Policy Violations .....................................................................................................................................30 5.5 - Business Conduct ..................................................................................................................................................30 5.6 - MTM Employee Gifts...............................................................................................................................................30 5.7 - MTM Social Network Policy.....................................................................................................................................30 5.7.1 - General Guidelines ................................................................................................................................31 5.7.2 - Social Media Guidelines When Posting as an Individual .......................................................................32 5.7.3 - Social Media Guidelines When Posting on Behalf of MTM ...................................................................33

SECTION 6 - SALES REQUIREMENTS .................................................................................................................34 6.1 - Product Sales .........................................................................................................................................................34 6.2 - No Territory Restrictions.........................................................................................................................................34 6.3 - Sales Receipts........................................................................................................................................................34

SECTION 7 - BONUSES AND COMMISSIONS .....................................................................................................35 7.1 - Bonus and Commission Qualifications...................................................................................................................35 7.2 - Adjustment to Bonuses and Commissions.............................................................................................................35 7.2.1 - Adjustments for Returned Products or Cancelled Services..................................................................35 7.3 - Unclaimed Commissions and Credits ...................................................................................................................35 7.4 - Online Health Team Activity Reports ....................................................................................................................35

SECTION 8 - PRODUCT GUARANTEES, RETURNS, REFUNDS, CANCELLATIONS ……………….................36 8.1 - Cancellations and Returns ....................................................................................................................................36 8.1.1 - Montana Residents ..............................................................................................................................36 8.1.2 - Alaska Residents .................................................................................................................................36 8.1.3 - Kentucky Residents .............................................................................................................................37 8.1.4 - New Hampshire Residents...................................................................................................................37 8.1.5 - Wisconsin Residents............................................................................................................................37 8.2 - Return of Sales Aids by Health Coaches...............................................................................................................37 8.2.1 - Procedures for Sales Aid Returns........................................................................................................37 Page 3 of 49


SECTION 9 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS ...................................................38 9.1 - Disciplinary Actions by MTM .................................................................................................................................38 9.2 - Grievances and Complaints ..................................................................................................................................38 9.3 - Health Team Resolution Board..............................................................................................................................38 9.4 - Arbitration ..............................................................................................................................................................39 9.5 - Governing Law, Jurisdiction and Venue.................................................................................................................40 9.5.1 - Louisiana Residents..............................................................................................................................40

SECTION 10 - ORDERING......................................................................................................................................40 10.1 - Purchasing MTM Products and Services ............................................................................................................40 10.2 - General Order Policies ........................................................................................................................................40 10.3 - Confirmation of Order ..........................................................................................................................................41

SECTION 11 - PAYMENT AND SHIPPING ...........................................................................................................41 11.1 - Insufficient Funds ................................................................................................................................................41 11.2 - Returned Checks.................................................................................................................................................41 11.3 - Restrictions on Third Party Use of Credit Cards and Checking Account Access ...............................................41 11.4 - Credit Card Charge Backs ..................................................................................................................................41

SECTION 12 - INACTIVITY AND CANCELLATION OF THE AGREEMENT ........................................................42 12.1 - Results of Cancellation of the Agreement ............................................................................................................42 12.2 - Cancellation of the Agreement Due to Inactivity ..................................................................................................42 12.2.1 - Insufficient Personal Volume to Maintain Active Requirements .........................................................42 12.2.2 - Reclassification Following Cancellation Due to Inactivity ...................................................................43 12.3 - Involuntary Cancellation of the Agreement...........................................................................................................43 12.4 - Voluntary Cancellation of the Agreement ............................................................................................................43

MTM DISCLAIMER ................................................................................................................................................43 Limitation of Liability.......................................................................................................................................................43 Disclaimer of Warranties................................................................................................................................................44 Arbitration.......................................................................................................................................................................44 Third Party Web Sites ...................................................................................................................................................44 Internet Privacy Statement.............................................................................................................................................44 How Do We Use Your Information.................................................................................................................................46 Security..........................................................................................................................................................................46

MTM DEFINITIONS ................................................................................................................................................47

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SECTION 1 – INTRODUCTION 1.1 - Corporate Mission Statement Medical Treatments Management, Inc. referred to as "MTM" honors its' Mission "To provide alternative health care travel options with an emphasis on wellness, that is consumer driven, compassionate and provided by specialty physicians and health care professionals". Our goal is to create one of the largest and most respected health network companies in the world. MTM's corporate leadership and technologies will create the ultimate opportunity for our Health Coaches. As a team, we will become the largest Global Health Care Network in the industry. Our people and clients are the foundation of our success. MTM helps you to help others, so they can help you, earn commissions

1.2 - MTM User Disclaimer 1.2.1 MTM DOES NOT PROVIDE MEDICAL ADVICE Information provided on the MTM Web site(s) is not a substitute for, nor does it replace, professional medical advice, diagnosis, or treatment. Do not disregard, avoid or delay obtaining medical advice from a health-care professional because of information you may have read on the MTM Web site(s). Do not use the site for emergency medical needs. The use of information provided on the MTM Web site(s) is solely at your own risk. Information stated or posted on the site or available through any services on the MTM Web site(s) is not intended to be, and must not be taken to be, the practice of medicine or the provision of medical care. MTM does not recommend or endorse any specific diagnostic tests, physicians, procedures, opinions, or other information that may appear on the web site. If you rely on any of the information provided by the site, you do so at your own risk. We cannot guarantee the availability of any Physician or Treatment Package at any particular time. We will not be held liable for any cancelled or otherwise unused appointments or any injury or illness resulting there from

1.3 - Health Coach Code of Conduct All Independent Health Coaches of MTM agree to abide by the following Code of Conduct: 1. I will be honest and fair in all my dealings as a MTM Health Coach. 2. I will perform my business in a manner that will ensure my reputation and the positive reputation established by MTM. 3. I will be courteous and respectful of every person I contact in the course of my Independent Health Coach activities including executives and employees of MTM. 4. I will fulfill my leadership responsibilities as a Health Coach Mentor including training, supporting and communicating with the Health Coaches within my Health Team and all other Health Teams, Providers or Partners. 5. I will not misrepresent MTM products, services or the Compensation Plan.

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6. I will not suggest or attempt to persuade any MTM Health Coach directly or indirectly into any other network marketing program or engage in deceptive or illegal practices. 8. I understand and agree that I am solely responsible for all financial and or legal obligations I incur in the course of my business as a Health Coach and will discharge all debts and duties as required of a Health Coach.

SECTION 2 – OVERVIEW 2.1 - Policies and Compensation Plan Incorporated into Health Coach Agreement These Policies and Procedures, in their current form and as amended at the sole discretion of Medical Treatments Management, Inc. hereafter “MTM” or the “Company”, are incorporated into, and form an integral part of, the MTM Health Coach Agreement (the “Health Coach Agreement”). All MTM Health Team Policies, when the term “Agreement” is used, it collectively refers to the Health Coach Application and Agreement, these Policies and Procedures, the MTM Marketing and Compensation Plan, and the MTM Business Entity Registration Form (if applicable). These documents are incorporated by reference into the Health Coach Agreement. It is the responsibility of each Health Coach to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. When Mentoring or enrolling a new Health Coach, it is the responsibility of the Mentoring Health Coach to provide the most current version of these Policies and Procedures and the MTM Marketing and Compensation Plan to the applicant prior to his or her signature or execution of the Health Coach Agreement.

2.2 - Purpose of Policies MTM is a direct sales company that markets health-related products and services through independent Health Coaches. It is important to understand that your success and the success of your fellow Health Coaches are dependent upon the integrity of the men and women who market our products and services. To clearly define the relationship that exists between Health Coaches and MTM, and to set a standard for acceptable business conduct and practice, MTM has established the Agreement. MTM Health Coaches are required to comply with all of the Terms and Conditions set forth in the Agreement, as well as all federal, state, provincial, territorial, and local laws governing their MTM business and their conduct. Because you may be unfamiliar with many of these standards of practice, it is very important that you read and abide by the Agreement. Please review the information in this Statement of Policies and Procedures carefully. It explains and governs the relationship between you, as an independent contractor and the Company. If you have any questions regarding any policy or rule, do not hesitate to seek an answer from your Health Team Mentor or from MTM.

2.3 - Changes to the Agreement Because federal, state, provincial, territorial and local laws, as well as the business environment, periodically change, MTM reserves the right to amend the Agreement and its prices for products and services in its sole

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and absolute discretion. By accepting the Health Coach Agreement, a Health Coach agrees to abide by all amendments or modifications that MTM elects to make. Amendments shall be effective upon notice to all Health Coaches that the Agreement has been modified. Notification of amendments shall be published in official MTM Materials. The Company shall provide or make available to all Health Coaches a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company’s official Health Team website; (2) electronic mail (e-mail), chatter or chat box (text-mail), fax-on-demand, voice mail system broadcast; (3) inclusion in Company periodicals, product orders or bonus checks; or special mailings. The continuation of a Health Coach’s MTM business or a Health Coach’s acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

2.4 - Delays MTM shall not be responsible for delays or failures in performance of its obligations, its partners obligations and or its providers obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, weather, natural disasters, strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of supply, or government decrees internationally or domestic.

2.5 - Policies and Provisions are Separable If any part of the Agreement, in its current form or as may be amended in the future, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, or unenforceable provision never comprised a part of the Agreement.

2.6 - Waiver The Company never gives up its right to insist on compliance with the Agreement and with the laws governing the conduct of a business. No failure of MTM to exercise any right or power under the Agreement or to insist upon strict compliance by a Health Coach with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of MTM’s right to demand exact compliance with the Agreement. Waiver by MTM can be affected only in writing by an authorized officer of the Company. MTM’s waiver of any particular violation by a Health Coach shall not affect or impair MTM’s rights with respect to any subsequent violation of this Agreement, nor shall it affect in any way the rights or obligations of any other Health Coach. Nor shall any delay or omission by MTM to exercise any right arising from a violation affect or impair MTM’s rights as to that or any subsequent violation. The existence of any claim or cause of action of a Health Coach against MTM shall not constitute a defense to MTM’s enforcement of any term or provision of the Agreement.

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SECTION 3 - BECOMING A HEALTH COACH 3.1 - Requirements to Become a Health Coach To become a MTM Health Coach, each applicant must: a) Be of legal age in his or her country and state of residence; b) Reside in the United States or U.S. Territories or approved International Countries; c) Have a valid Social Security or Federal Tax ID number or Government Issued Tax Identification; d) Have a valid U.S. Bank Account or PayPal Account e) Purchase a MTM Health Coach Business System (not applicable in North Dakota); and f) Submit a properly completed Application and Health Coach Agreement to MTM or enroll as an Independent Health Coach via your Enroller’s MTM internet website. The Company reserves the right to reject any Health Coach Agreement for a new Health Coach Account and or Health Team.

3.1.1 - Health Coach Business System (HCBS): $149.95 Start Up and $14.95 / Month Thereafter In order to familiarize new Health Coaches with MTM products, services, sales techniques, sales aids, and other matters, the Company requires that Health Coaches purchase a Health Coach Business System (“HCBS”) (Optional in North Dakota). Except for the purchase of the "at cost" HCBS, no person is required to purchase MTM products, services or sales aids, or to pay any charge or fee to become a Health Coach. The HCBS is an online access in the cloud connection to the MTM Web that includes a Personalized Account, Website Page and a Virtual Office System as well as online publishing tools, training programs and essential sales and marketing tools. The HCBS is to help Health Coaches build their MTM business. The HCBS purchase price is $149.95 and then $14.95 per month thereafter.

3.2 - New Health Coach Enrollment MTM provides two convenient method for new Health Coaches to enroll. An applicant may: a) mail the Health Coach Agreement and payment to MTM’s corporate offices; or b) enroll online at the personal MTM webpage of his or her Enroller.

3.2.1 - Business Entity Enrollment Business entities including corporations, limited liability companies, partnerships, sole proprietorships, or trusts, may become a Health Coach of MTM, and a MTM business may be operated under an assumed name. If a new MTM business will be owned or operated in a manner described, a Business Entity Registration Packet (Health Coach Application Form, W-9, articles of organization / incorporation within 30 (thirty) days of the date of the application. If any shareholder, partner, member or manager of a Health Coach is itself an entity, then the information required for the Health Coach shall also be required for such shareholder, partner, member or manager. Page 8 of 49


3.3 - Health Coach Benefits Once a Health Coach Agreement has been accepted by MTM, the benefits of the Marketing and Compensation Plan and the Health Coach Agreement are available to the new Health Coach within 48 hours of enrollment. These benefits include the right to: a) Purchase MTM products and services at the Health Coach price; b) Market and promote the sale of MTM products and services, and profit from these sales; c) Participate in the MTM Marketing and Compensation Plan (receive bonuses and commissions, if eligible); d) Enroll other individuals or entities as Health Coaches into the MTM business and thereby, build a Health Team and progress through the MTM Marketing and Compensation Plan. e) Receive periodic MTM communications; f) Participate in MTM sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and g) Participate in promotional and incentive contests and programs sponsored by MTM for its Health Coaches.

3.4 - Renewal of Your MTM Business The term of the Health Coach Agreement is one (1) year from the date of its acceptance and is automatically renewed by MTM from year to year as long as the Health Coach has not violated the Company’s Terms & Conditions and / or Policies & Procedures and is current with their $14.95 monthly HCBS fee.

SECTION 4 - OPERATING A MTM BUSINESS 4.1 - Adherence to the MTM Marketing and Compensation Plan 4.1.1 - General Health Coaches must adhere to the terms of the MTM Marketing and Compensation Plan as set forth in the official MTM publications. Health Coaches shall not offer the MTM opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official MTM publications. Health Coaches shall not require or encourage other current or prospective Clients or Health Coaches to participate in MTM in any manner that varies from the program as set forth in official MTM publications or Health Coaches execute any agreement or contract other than official MTM agreements and contracts in order to become a MTM Health Coach. Similarly, Health Coaches shall not require or encourage other current or prospective Clients or Health Coaches to make any purchase from, or payment to, any individual or other entity to participate in the MTM Marketing and Compensation Plan other than those purchases or payments identified as recommended or required in official MTM publications.

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4.1.2 - Product and Business Overview Presentations All Health Coaches must exclusively use approved MTM Presentations at any time MTM Products or the MTM Business Overview are shown. This includes, but is not limited to, Slide Presentations (PowerPoint, Flash, or otherwise), Printed Flip Books, Binders, and DVDs. It is expressly prohibited for any Health Coach to use presentations of his or her own design. Any proposed alterations to existing presentations must be submitted to and approved by the Operations Department prior to usage.

4.2 - Advertising & Marketing 4.2.1 - General All Health Coaches shall protect and promote the good reputation of MTM and its products. The marketing and promotion of MTM, the MTM opportunity, the Marketing and Compensation Plan, and MTM products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices. MTM prohibits any Health Coach from enticing a prospect to join a particular sales team by showing copies of commission checks or copies of any commission statement. A Health Coach may not fax, email, mail or display any form of a copy of a commission check or statements to a prospective recruit. This is considered a unlawful enticement and highly illegal in the eyes of the Company and the regulators. MTM has a strict policy against making false and exaggerated income claims or misrepresenting its products or services in any way shape or form. MTM’s Company approved advertising package prohibits any Sales Health Coach from using the name MTM in advertising except where specifically outlined. To promote both the products and services, and the unique opportunity MTM offers, Health Coaches must use the sales aids and support materials produced by MTM. The justification behind this requirement is easy. MTM has carefully designed its Products, Providers, Marketing and Compensation Plan to ensure that each aspect of MTM is fair, truthful, honest, and complies with the legal requirements of federal, state and provincial laws. Health Coaches must not produce their own publications, unless approved in writing or by Account Email, by the Company prior to use. This includes, but is not limited to: advertisements, sales aids and promotional materials, business cards, Internet web pages. merchandise and accessories such as hats, tee-shirts or other promotional materials. Approved digital materials are provided in your Health Coach Account in various advertising formats that can be incorporated in your online and print advertising. A Health Coach can submit all requests for written sales aids, promotional materials, advertisements, and other publications to the Company for approval. Unless a Health Coach receives specific written approval from MTM to use a specific material, the request shall be deemed denied. MTM may monitor a Health Coach’s promotional activity whether on the Internet, in print or through other means on an ongoing basis.

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4.2.2 - Health Coach Websites If a Health Coach desires to utilize an Internet web site to promote his or her business, he or she may do so through the Company’s replicated webpage program only. No Health Coach may independently design a website that uses the names, logos, or product descriptions of MTM or otherwise promotes (directly or indirectly) MTM products or the MTM opportunities. No Health Coach may use "blind" ads on the Internet that make product or income claims which are ultimately associated with MTM products, the MTM opportunity, or the MTM Marketing and Compensation Plan. The use of any other Internet website or web page (including without limitation auction sites such as eBay) to in any way promote the sale of MTM products, the MTM opportunity, or the Marketing and Compensation Plan is strictly prohibited. Health Coaches may not advertise or promote their Health Coach business or MTM business, products or marketing plan or use the MTM name in any electronic media or transmission, including on the Internet via website or otherwise, without the prior written approval of MTM, which may be withheld in its sole discretion. If written approval is given, Health Coaches must comply with the guidelines set forth by MTM, including but not limited to the following; (a) a Health Coach shall not make offers or solicitations in the notions of research, surveys or informal communication, when the intent is to sell products or services or mentor Health Coaches; (b) Health Coaches operating approved online websites, whether or not they collect personal information from individual consumers, shall disclose to the consumer in a prominent place on the website how the consumer information will be used; (c) Health Coaches sharing personal information collected online shall provide individual consumers with an opportunity to prohibit the distribution of such information, and if any consumer requests that his or her personal information not be shared, a Health Coach shall immediately stop communicating upon such request; (d) A Health Coach must abide by all laws and regulations regarding electronic communications; (f) Health Coach may not distribute content by use of distribution lists or to any person who has not given specific permission to be included in such a process; (e) A Health Coaches may not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material or material which could give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; and (f) Health Coach may not, directly or indirectly, send bulk unsolicited emails to persons with whom he or she have had no prior or existing personal or business relationship.

4.2.2.1 - Health Team Support Websites Health Team Support Websites are “not” public they are designed to provide our Health Team Directors with a means to promote special team events, recognition, training, etc. to their Health Team members. Health Coaches who have achieved the Health Team Director (HTD) Page 11 of 49


achievement level, or higher, may submit their proposed website to the Operations Department for approval of all content at the sole discretion of MTM. Adherence to the rules governing the Health Team support websites will be strictly enforced and MTM reserves the right to reject it if the website is found unsuitable as detailed in this section 4.2.2. Health Coach Websites. All changes to a Health Team Support Website requires the prior written approval from the Operations Department. Team Support Website Guidelines: a) The words “MTM Health Team” must appear in the header and Page Title. b) Only the MTM name and company logos may be used. c) All MTM support materials must be directly linked to those hosted by MTM to ensure any corporate updates are affected immediately. Downloading these files and re-hosting them on the Health Coach’s website is prohibited. d) The site may not directly link to any individual Health Coach’s MTM web dot info websites. Content changes must be submitted for approval to the Operations Department immediately; however, these Team Support Websites may be randomly spot checked to ensure compliance. If a Team Support Website is determined (in our sole discretion), at any time, to be unsuitable or in violation of the Policies and Procedures, The Team Support Website must be taken down immediately until corrective measures have been taken by the Health Coach and approved by MTM.

4.2.2.2 - Public Websites - Social Networking, Forums, and Blogs If a Health Coach has a public webpage or presence on any websites such as Twitter, Stumble Upon, MySpace, Facebook, Dig It, Blogger, Word Press, Second Life, etc… they must adhere to the following: a) HTML and picture content in comments must be disabled or user settings changed to the “Approve comments before posting MTM content” to ensure that the site does not serve as a post for inappropriate content or spam; b) Only MTM approved ads and types (available in each personalized Health Coach Account under “Publishing Assets”) . The banner ads must be used “as is” with no alterations or additional comments; c) The site must follow all details within the Social Media Policy and Guidelines Section 5.7

4.2.2.3 - Personal Identity Website A Health Coach may have a personal identity website (example - www.johnhealthcoach.com) that is 100% generic it may include pictures of family, friends, yachts, cars, homes, vacations, etc. The site may include the MTM approved banner ads (available in each personalized Health Coach Account under “Publishing Assets”), but the banner, text or other ad(s) must be used “as is” with no alterations or additional comments. The site must not make any reference to MTM products, compensation plan, logos, trademarks, technology, strategic partners, Page 12 of 49


employees, income claims, etc. All sites must be submitted to the Operations Department for prior approval of all content. MTM will evaluate in good faith and will notify of acceptance or rejection. MTM may reject the submission if determined (at our sole discretion) that the site is unsuitable as detailed in Section 4.2.2, Health Coach Websites.

4.2.3 - Profile Names, Domain Names, and Email Addresses Health Coaches may not use or attempt to register any of MTM’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any Internet domain name. Health Coaches may not incorporate or attempt to incorporate any of the Company’s trade names, logo, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, into any electronic mail address. This also includes profile pages/names, usernames, account information, for other internet identity accounts including, but not limited to: LinkedIn, Twitter, Facebook, MySpace, Stumble, Friendster, Digg, YouTube, Viddler, Vimeo, etc. Only Approved MTM Publications available in each personalized Health Coach Account under “Publishing Assets”. Only these Official publications may be used in conjunction with the published social media policy.

4.2.4 - Trademarks and Copyrights All trade names, trademarks and service marks used by MTM are owned solely by MTM. MTM will not allow the use of its trade names, trademarks, designs, or symbols by any person, including MTM Health Coaches, without its prior, written permission. Health Coaches may not produce for sale or distribution any recorded Company events, emails and speeches without written permission from MTM, Health Coaches may not reproduce for sale or for personal use any recording of Company owned or produced audio or video tape presentations. The name of MTM and other names as may be used by MTM are proprietary trade names, trademarks and service marks of MTM. As such, these marks are of great value to MTM and are supplied to Health Coaches for their use only in an expressly authorized manner. Use of MTM name on any item not produced by the Company is prohibited except as follows: Health Coach's Name, Independent MTM Health Coach, All Health Coaches may list themselves as an “Independent MTM Health Coach” in the white or yellow pages of the telephone directory under their own name. No Health Coach may place telephone directory display ads using MTM’s name or logo or programs or products. Health Coaches may not answer the telephone by saying “MTM”, “MTM Incorporated”, or in any other manner that would lead the caller to believe that he or she has reached a corporate office of MTM.

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4.2.5 - Media and Media Inquiries Health Coaches must not attempt to respond to media inquiries regarding MTM, its products or services, or their independent MTM business. All inquiries by any type of media must be immediately referred to MTM’s Operations Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image of the Company. Health Coaches are strictly prohibited from representing MTM in any public media arena, and from using uncompensated media forms including, but not limited to, news releases, articles, editorials, unpaid advertising, infomercials, advertorials, television, cable or radio program appearances to promote or publicize MTM or its products, except as approved in writing by MTM. Such requests must be submitted by Account Email to MTM’s Operations Department at least 20 (twenty) days in advance of the media activity. This policy is necessary to ensure an accurate, legal and consistent public image for MTM and its Health Coaches.

4.2.6 - Spamming and Unsolicited Faxes Except as provided in this section, Health Coaches may not use or transmit unsolicited faxes, mass email distribution, unsolicited e-mail, or “spamming” relative to the operation of their MTM business. The terms "unsolicited faxes" and “unsolicited e-mail” mean the transmission via telephone facsimile or electronic mail, respectively, of any material or advertising or promoting MTM, its products, its compensation plan or any other aspect of the Company which is transmitted to any person. These terms are considered solicited and can include a fax or e-mail: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the Health Coach has an established business or personal relationship. The term "established business or personal relationship" means a prior or existing relationship formed by a voluntary two way communication between a Health Coach and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Health Coach; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party. In addition, it is prohibited for anyone to send, directly or indirectly, any lead generation, marketing or advertising e-mail to any person or entity that references MTM or its websites, products or services without the recipient’s prior consent. Only after a prospective Client or Health Coach has requested specific information or has consented to receiving more information about MTM will anyone be allowed to reference MTM or its websites, products or services in an e-mail, and then only to the extent of satisfying the prospective Client's or End Consumer’s or Health Coach’s specific request. Current and future complaints reported to MTM will be handled as follows: 1. Any SPAM complaint reported to MTM by an Internet Hosting service must be investigated and resolved, and the results reported to the Internet Hosting service in question, within 5 business days. 2. If a Health Coach cannot prove/show evidence that the SPAM complaint/e-mail is not valid, his or her MTM Health Coach Agreement will be terminated. Note: if a complaint is generated, the Health Page 14 of 49


Coach in question will have the burden of proof to show that the complaint is not valid (not MTM). Health Coaches should keep a log of all messages sent and received (opt-in/out). They may need this information trail if a complaint is received, to avoid termination.

4.3 - Client Buying is Prohibited Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes: (a) The enrollment of individuals or entities as Health Coaches or Clients without the knowledge of and or execution of an Health Coach Agreement or Client agreement by such individuals or entities; (b) The fraudulent enrollment of an individual or entity as a Health Coach or Client; (c) the enrollment or attempted enrollment of nonexistent individuals or entities as Health Coaches or Clients (“ghosts”); (d) The use of a credit card by or on behalf of a Health Coach or Client when the Health Coach or Client is not the account holder of such credit card; (e) Purchasing MTM merchandise or services on behalf of another Health Coach or Client, or under another Health Coach’s or Client’s I.D. number, to qualify for commissions or bonuses

4.4 - Business Entities A corporation, limited liability company (“LLC”), partnership or trust (are referred to in this section as a “Business Entity”) may apply to be a MTM Health Coach by submitting its Certificate of Incorporation or Formation, Partnership Agreement or trust documents (these documents are referred to as the “Entity Documents”) to MTM, along with a properly completed Business Entity Registration Form. If a Health Coach enrolls online, the Entity Documents and Business Entity Registration Form must be submitted to MTM within 30 (thirty) days of the online enrollment (If not received within the 30 (thirty) day period, the Health Coach Agreement shall automatically terminate). A MTM business may change its status under the same mentor from an individual to a partnership, LLC, corporation or trust, or from one type of entity to another. There is a $30.00 fee for each change requested, which must be included with the written request and the completed Health Coach Agreement. The Business Entity Registration Form must be signed by all of the shareholders, partners or trustees. Owners of the entity are jointly and severally liable for any indebtedness or other obligation to MTM

4.5 - Changes to a MTM Business 4.5.1 - General Each Health Coach must immediately notify MTM of all changes to the information contained on his or her Health Coach Application and Agreement. Health Coaches may modify their existing Health Coach Agreement (i.e., change Social Security number to Federal I.D. number, or change the form of ownership from an individual proprietorship to a business entity owned by the Health Coach) by

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submitting a written request, a properly executed Health Coach Application and Agreement, and correct supporting documentation.

4.5.2 - Addition of Co-Applicants When adding a co-applicant (either an individual or a business entity) to an existing MTM business, the Company requires both a written request as well as a properly completed Health Coach Application and Agreement containing the applicant and co-applicant’s Social Security Numbers and signatures. To prevent the transfer requirements of Section 4.24 (regarding transfers and assignments of MTM business), the first applicant must remain as a party to the original Health Coach Application and Agreement. If that Health Coach wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her business in accordance with Section 4.24. If this process is not followed, the business shall be canceled upon the withdrawal of the original Health Coach. All bonus and commission checks will be sent to the address of record of the original Health Coach. The modifications permitted within the scope of this paragraph do not include a change of mentorship. Changes of mentorship are addressed in Section 4.5.3. There is a thirty dollar ($30.00) fee for each change requested, which must be included with the written request and the completed Health Coach Agreement. MTM may, at its discretion, require notarized documents before implementing any changes to a MTM business. Please allow twenty (20) business days after the receipt of the request by MTM for processing.

4.5.3 - Change of Mentor To protect the integrity of the MTM Health Team and safeguard the hard work of all Health Coaches, MTM strongly discourages changes in mentorship. Maintaining the integrity of mentorship is critical for the success of every Health Coach and each Health Team. The transfer of a MTM business from one mentor to another is rarely permitted. Requests for change of mentorship must be submitted by Account Email to the Operations Department, and must include the reason for the transfer. Transfers will only be considered in the following two (2) circumstances: a) In cases involving fraudulent inducement or unethical Mentoring, a Health Coach may request that he or she be transferred to another organization with his or her entire Health Team intact. All requests for transfer alleging fraudulent enrollment practices shall be evaluated on a case by case basis. b) The Health Coach seeking to transfer submits a properly completed and signed Mentorship Transfer Form which includes the written approval of his or her immediate Health Coaches including all parties whose income will be affected by the transfer. Photocopied or facsimile signatures are not acceptable and all Health Coach signatures must be notarized. The Health Coach who requests the transfer must submit a $50.00 fee for administrative charges and data processing. If the transferring Health Coach also wants to move any of the Health Coaches in his or her Health Team, each downlink Health Coach must also obtain a properly completed Mentorship Transfer Form and return it to MTM Operations with the $75.00 change fee (the transferring Health Coach and each Health Coach in his or her Health Page 16 of 49


Team multiplied by $75.00 is the cost to move a MTM business.) Downlink Health Coaches will not be moved with the transferring Health Coach unless all of the requirements of this paragraph are met. Transferring Health Coaches must allow thirty (20) business days after the receipt of the Mentorship Transfer Forms by the MTM Operations Department for processing and verifying change requests.

4.5.4 - Health Team Tree Placement Change MTM reserves the right to change the placement of any Health Coach put into the system based on either enroller input error or computer system input error, for 72 hours or three (3) business days) after initial input. If requested within 48 (forty-eight) hours, the error will be corrected and there will be no charge for the change. MTM reserves the right to make these changes for up to one (1) week after input. However, after 72 hours (3 business days) the request to change may not be granted. If granted, there will be a $30 charge to the Enroller which must be paid prior to the change being made.

4.5.5 - Cancellation and Re-application of a MTM Business A Health Coach may legitimately change Health Teams by voluntarily canceling his or her MTM business and remaining inactive (i.e., no purchases of MTM products for resale, no sales of MTM products or services, no Mentoring, no attendance at any MTM functions, participation in any other form of Health Coach activity, or operation of any other MTM business) for six (6) full calendar months. Following the six (6) month period of inactivity, the former Health Coach may reapply under a new mentor. MTM will consider waiving the six month waiting period under extraordinary circumstances. Such requests for waiver must be submitted to MTM Operations by Account Email.

4.6 - Unauthorized Claims and Actions 4.6.1 - Indemnification A Health Coach is fully responsible for all of his or her verbal and written statements made regarding MTM products, services, and the Marketing and Compensation Plan which are not expressly contained in official MTM materials. Health Coaches agree to indemnify MTM and MTM’s directors, officers, employees, partners, providers and agents, and hold them harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs, or lost business incurred by MTM as a result of: (a) the Health Coach’s unauthorized representations or actions or other breach(s) of this Agreement, (b) Actions as a Health Coach, and (c) Violations or the failure to comply with an applicable federal, state or local law or regulation. This indemnification shall survive the termination of the Health Coach Agreement.

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4.6.2 - Income Claims & the MTM Income Disclosure Statement When presenting or discussing this MTM Opportunity, or Marketing and Compensation Plan to prospective Health Coaches, no matter the setting, the MTM Independent Health Coach MUST use the current MTM Income Disclosure Statement, as provided on the Health Coach’s Web Page and virtual office. Every prospect must be issued their own copy of the Income Disclosure Statement for review prior to discussing the Opportunity. Discussing specific examples of Independent Health Coaches’ earnings can be considered enticement by the Federal Trade Commission because, if not done properly, it can create unrealistic expectations or misrepresent someone’s chances of being successful. In order to assist Health Coaches in presenting the information accurately and honestly, MTM has created a Income Disclosure Statement with "Usage Requirements" which can be found in your virtual office and are an extension of this policy. In addition to the Income Disclosure Statement, theoretical income examples that are used to explain the operation of the Marketing and Compensation Plan, and which are based solely on mathematical projections, may be made to prospective Health Coaches, so long as the Health Coach who uses such theoretical examples make clear to the prospective Health Coach(s) that such earnings are theoretical and the Health Coach provides the prospect with a copy of the most current income disclosure chart prepared by the Company.

4.6.3 - Tax Incentive or Write-Off Claims Although owning and operating a home-based business can provide the opportunity for Health Coaches to take legitimate deductions for their business on their income tax return, there are numerous laws regarding the allowable deductions for a business or individual. MTM Health Coaches must not make any tax write-off or potential tax savings claims related to MTM or an MTM business, but may encourage a prospect or MTM Health Coach to seek the advice of a professional tax advisor regarding any allowable deductions or benefits of the products.

4.6.4 - Misrepresentation of the MTM Opportunity or Products MTM Health Coaches are independent contractors and not employees, partners, legal Health Coaches, or franchisees of MTM. Any marketing and recruiting efforts surrounding the Independent Health Coach Opportunity offered by MTM (including, but not limited to flyers, letters, emails, and ad postings) must not in any way assert or imply that the position is a “job,” that the Health Coach is an “employee,” or that the Health Coach will receive “salary” or “wages.” The position of Independent Health Coach shall not be construed as creating a relationship of employee-employer, agency, partnership or joint venture between any partner, participant, mentor, provider, affiliate and MTM.

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4.7 - Commercial Outlets and Retail Sales Centers 4.7.1 – Commercial Outlets MTM strongly encourages the retailing and selling of its products and services through person to person contact and social media. In an effort to reinforce this method of marketing and to help provide a standard of fairness for its Health Coach base, Health Coaches may not display or sell MTM products, services, or publications in any retail or service establishment without specific prior approval from MTM’s Operations Department and Corporate offices.

4.7.2 – Trade Shows, Expositions and Other Sales Forums Health Coaches may display and or sell MTM products and services at trade shows and professional expositions. Before submitting a deposit to the event promoter, Health Coaches must contact the Operations Department by Account Email for conditional approval, as MTM’s policy is to authorize only one (1) MTM business per event. Final approval will be granted to the first Health Coach who submits an official advertisement of the event, a copy of the contract signed by both the Health Coach and the event official, and a receipt indicating that a deposit for the booth has been paid. Approval is given only for the event specified. Any requests to participate in future events must again be submitted to the Health Coach Services Department. MTM further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products, services, or the MTM opportunity. Approval will not be given for swap meets, garage sales, flea markets or farmer’s markets as these events are not conducive to the professional image MTM wishes to portray. Any promotional material intended for distribution at such events must be official publications or submitted for review and approved by Account Email to the Operations Department prior to the event. No text may be changed following approval without the material being resubmitted for review. MTM may engage the services of “unidentified shoppers” to attend such events to monitor compliance to the MTM Policies and Procedures.

4.8 - Conflicts of Interest 4.8.1 - Non-solicitation MTM Health Coaches are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”). However, during the term of this Agreement and a period of one year following termination, Health Coaches may not recruit other MTM Health Coaches for any other network marketing business, other than those they personally enrolled into MTM. The term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another MTM Health Coach to enroll in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the Health Coach’s actions are in response to an inquiry made by another Health Coach. Health Coaches must not sell, or attempt to sell, any competing non-MTM products or

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services to MTM’s Clients or Health Coaches. Any product or services in the same generic category as a MTM product or service is deemed to be competing (e.g., any health or global health care membership product or service is in the same generic category as MTM’s Global Health Care Treatment Packages (GHCTP), Global Health Care Memberships (GHCM), MTM Solutions (MTMS), Partner Products (PP)or Membership tools and training, is therefore a competing service, regardless of differences in cost or benefits). Health Coaches may not display MTM products or services with any other products or services in a fashion that might in any way confuse or mislead a prospective Client or Health Coach into believing there is a relationship between MTM and non-MTM products or services. Health Coaches may not offer this MTM opportunity, products or services to prospective or existing Clients or Health Coaches in conjunction with any non-MTM program, opportunity, product or service. Health Coaches may not offer any non-MTM opportunity, products or services at any MTM-related meeting, seminar or convention, or immediately following such time of the event.

4.8.2 - Downlink Activity (Health Team Tree) Reports Downlink Activity Reports are available for Health Coach access and viewing in their MTM’s official website and Health Coach account. Health Coach access to his or her Downlink Activity Reports is password protected within their virtual office. All Downlink Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to MTM. Downlink Activity Reports are provided to Health Coaches in strictest confidence and are made available to Health Coaches for the sole purpose of assisting Health Coaches in working with their respective Downlink Health Teams in the development of their MTM business. Health Coaches should use their Downlink Activity Reports to assist, motivate, and train their downlink Health Coaches. The Health Coach and MTM agree that, but for this agreement of confidentiality and nondisclosure, MTM would not provide Downlink Activity Reports to the Health Coach. A Health Coach shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation or other entity: a) Directly or indirectly disclose any information contained in any Downlink Activity Report to any individual, partnership, association, corporation, or other entity; b) Directly or indirectly disclose, to any individual, partnership, association, corporation, or other entity, the password or other access code to his or her Downlink Activity Report; c) Use the information contained in any Downlink Activity Report to compete with MTM or for any purpose other than promoting or supporting his or her MTM business; or d) Recruit or solicit any Health Coach or Client listed on any Downlink Activity Report or in any manner attempt to influence or induce any Health Coach or Client, to alter his or her business relationship with MTM. Upon demand by the Company, any current or former Health Coach will return the original and all copies of Downlink Activity Reports to the Company.

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4.9 - Other Services and Products. MTM Health Coaches are not restricted from selling the services and Products of other companies. However, direct or indirect promotion of those product and services to MTM Health Coaches is limited to those personally mentored by the Health Coach.

4.10 - Cross Mentoring Actual or attempted cross Mentoring is strictly prohibited. “Cross Mentoring” is defined as the enrollment of an individual who or entity that already has a current Client or Health Coach Agreement on file or in the data base of MTM, or who has had such an agreement within the preceding six (6) calendar months, within a different line of mentorship. The use of a spouse’s or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, or fictitious ID numbers, any ghost-man or other fictitious entity to circumvent this policy is prohibited. Health Coaches shall not demean, discredit or defame other MTM Health Coaches in any attempt to entice another Health Coach to become part of the first Health Coach’s Health Team. This policy shall not prohibit the transfer of a MTM business in accordance with Section 4.23. If Cross Mentoring is determined or suspect, it must be brought to the attention of the Operations Department immediately. MTM may take disciplinary action against the Health Coach that changed Health Teams and or those Health Coaches who encouraged or participated in the Cross Mentoring. MTM may also move all or part of the offending Health Coach’s Downlink to his or her original Downlink Health Team if the Company deems it equitable and feasible to do so on its sole discretion. However, MTM is under no obligation to move the Cross Mentored Health Coach’s Downlink Health Team, and the ultimate disposition of the Health Team remains within the sole discretion of MTM. Health Coaches waive all claims and causes of action against MTM coming from or relating to the disposition of a Cross Mentored Health Coach’s Downlink of a individual Health Team.

4.11 - Errors or Questions to MTM Operations If a Health Coach has questions about or believes any errors have been made regarding commissions, bonuses, Downlink Activity Reports, or charges, the Health Coach must notify MTM by Account Email within 60 (sixty) days of the date of the purported error or incident in question. MTM will not be responsible for any errors, omissions or problems not reported to the Company within 45 (forty-five) days.

4.12 - Governmental Approval or Endorsement Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling or network marketing companies or programs. Therefore, Health Coaches shall not represent or imply that MTM or its Marketing and Compensation Plan have been "approved," "endorsed" or otherwise sanctioned by any government agency.

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4.13 - Holding Applications or Orders Health Coaches must not manipulate enrollments of new Health Coaches or Clients. All Health Coach Agreements, and Client agreements must be sent to MTM or entered into the computer within seventy–two (72) hours from the time they are signed by a Health Coach or placed by a Client, respectively.

4.14 - Identification All Health Coaches are required to provide their Social Security Number, Social Insurance Number, or a Federal Employer Identification Number to MTM on the Health Coach Application and Agreement. Upon enrollment, the Company will provide a unique Health Coach Identification Number to the Health Coach by which he or she will be identified. This number will be used to place orders, and track commissions and bonuses.

4.15 - Income Taxes Each Health Coach is responsible for paying local, state and or provincial, and or federal taxes on any income generated as an Independent Health Coach. If a MTM business is tax exempt, the Federal tax identification number must be provided to MTM. Every year, MTM will provide an IRS Form 1099 MISC (Nonemployee Compensation) earnings statement to the IRS and the Health Coach.

4.16 - Independent Contractor Status Health Coaches are independent contractors, and are not purchasers of a franchise or a business opportunity. The agreement between MTM and its Health Coaches does not create an employer/employee relationship, partnership, or joint venture between the Company and the Health Coach. A Health Coach shall not be treated as an employee for his or her services or for Federal or State tax purposes. All Health Coaches are responsible for paying local, state, and federal taxes due from all compensation earned as a Health Coach of the Company. The Health Coach has no authority (expressed or implied), to bind the Company to any obligation. Each Health Coach shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Health Coach Agreement, these Policies and Procedures, and applicable laws.

4.17 - Insurance 4.17.1 - Business Insurance Coverage You may wish to arrange insurance coverage for your business. Contact your insurance agent to make certain that your business property is protected. This can often be accomplished with a simple “Business Pursuit” endorsement attached to your present home owner’s policy.

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4.18 - International Marketing Because of legal and tax considerations, MTM can limit the sale of MTM products and services, and the presentation of the MTM business to prospective Clients and Health Coaches located outside the United States and U.S. Territories. Besides, allowing a few Health Coaches to conduct business in markets not yet opened by MTM would violate the concept of affording every Health Coach the equal opportunity to expand internationally. Accordingly, Health Coaches are authorized to sell MTM products and services, and enroll Clients and Health Coaches only in the countries in which MTM is authorized to conduct business, as announced in official Company publications. MTM products or sales aids cannot be shipped into or sold in any foreign country. Health Coaches may sell, give, transfer, or distribute MTM products or sales aids only in their home country. In addition, no Health Coach may, in any unauthorized country: (a) Conduct sales, enrollment or training meetings; (b) Enroll or attempt to enroll potential Clients or Health Coaches; or (c) Conduct any other activity for the purpose of selling MTM products, establishing a Health Team, or promoting the MTM opportunity.

4.19 - Adherence to Laws and Ordinances 4.19.1 - Local Ordinances Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Health Coaches because of the nature of their business. However, Health Coaches must obey those laws that do apply to them.

4.19.2 - Compliance With Federal, State, Local Laws Health Coaches shall comply with all federal, state, and local laws and regulations in the conduct of their businesses.

4.20 - Minors A person who is recognized as a minor in his or her state or country of residence may not be a MTM Health Coach. Health Coaches shall not enroll or recruit minors into the MTM program.

4.21 - One MTM Business Per Individual Person or Health Coach Health Coaches may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one (1) MTM Health Team, per Tax ID number. If an individual has a Social Security number and also owns a corporation limited liability company or partnership and has the appropriate government issued Tax Identification Documents to go along with it then he or she may operate two (2) or more separate MTM Health Teams as long as the following formulas apply. The multiple Health Teams owned and or controlled by an individual must be directly enrolled by the primary Health Team. This will insure that all Health Teams will have a common uplink. If a husband and wife choose to operate their respective businesses separately for the purposes of attaining their own credentials or for use,

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they may operate separately under their own Social Security number or Tax ID number, but one spouse must be enrolled by the other. In a partnership, each partner can have a Health Team in his or her own name and tax ID number and share the proceeds equally with their partner(s). In the case of partners sharing the proceeds of more than one (1) Health Team, all Health Teams must have a common Uplink. The first Partner in the duo structure must be the direct enroller of the second partner. In the event of more than two (2) partners, all the partners involved must have been enrolled by another one of the other partners, with the exception of the “top position or partner” in the duo structure. In the event a Health Coaches wishes to be granted an exceptions or exclusion from the above policy, he or she must submit a request to the Company by Account Email which must then be approved by the Company.

4.21.1 - Actions of Household Members or Affiliated Individuals If any member of a Health Coach’s Immediate Household engages in any activity which, if performed by the Health Coach, would violate any provision of the Agreement, such activity will be deemed a violation by the Health Coach and MTM may take disciplinary action pursuant to the Statement of Policies against the Health Coach. Additionally, if any individual associated in any way with a corporation, partnership, trust, limited liability company or any other entity violates the Agreement, such action(s) will be deemed a violation by the entity, and MTM may take disciplinary action against the entity and or the affiliated individual.

4.22 - Requests for Records Any request from a Health Coach for printed copies of invoices, applications, Downlink Activity Reports, or other records will require a fee of $2.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records.

4.23 - Sale, Transfer or Assignment of MTM Business Although a MTM business is a privately owned, independently operated business, the sale, transfer or assignment of a MTM business is subject to certain limitations. If a Health Coach wishes to sell his or her MTM business, the following criteria must be met: a) Protection of the existing line of mentorship must always be maintained so that the MTM business continues to be operated in that line of mentorship. b) If the buyer is an active MTM Health Coach, he or she must first terminate his or her MTM business and wait a period of six (6) months before the transfer, assignment, or acquisition of any interest in the new MTM business will be accepted and processed. c) Before the sale, transfer or assignment can be finalized and approved by MTM, any debt obligations the selling Health Coach has with MTM must be satisfied. d) The selling Health Coach must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer or assign a MTM business. Prior to selling a MTM business, the selling Health Coach must notify MTM of his or her intent to sell the MTM business. Upon complete execution of the Page 24 of 49


purchase and sale agreement, the parties must submit a MTM Sale & Transfer Form to MTM for review. MTM reserves the right to request additional documentation that may be necessary to analyze the transaction between the buyer and seller. MTM will, in its sole and absolute discretion, approve or deny the sale, transfer or assignment within thirty (30) days after its receipt of all necessary documents from the parties. If the parties fail to obtain MTM’s approval for the transaction, no transfer shall occur. The purchaser of the existing MTM business will assume the obligations and position of the selling Health Coach. A Health Coach who sells his or her MTM business shall not be eligible to re-apply as a MTM Health Coach for a period of at least six (6) full calendar months after the date of the sale. Purchaser agrees to become a MTM Health Coach and to be bound by all terms and conditions as well as this Agreement. All sales volume and any sales Health Coaches shall transfer with said position. The selling Health Coach must submit any materials or credentials issued to the selling Health Coach. Sales and transfers only apply to MTM Businesses which includes the Health Coach Agreement, Health Coach Business System (HCBS), and the Health Team in the MTM Health Team Tree. MTM Products, Global Health Care Treatment Packages (GHCTP), Global Health Care Memberships (GHCM), Partner Products (PP), are not transferable and the buyer must make a separate purchase of the product(s) from the Health Coach who enrolled of the Seller. No changes in line of mentorship can result from the sale or transfer of a MTM business.

4.24 - Separation of a MTM Business MTM Health Coaches sometimes operate their MTM businesses as husband-wife partnerships, regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership, limited liability company, or trust (the latter three entities are collectively referred to herein as “entities”) may dissolve, arrangements must be made to assure that any separation or division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of mentorship. During the pendency of a divorce or entity dissolution, the parties must adopt one of the following methods of operation: a) One of the parties may, with consent of the other(s), operate the MTM business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, members, partners or trustees authorize MTM to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee. b) The parties may continue to operate the MTM business jointly on a “business-as-usual” basis, whereupon all compensation paid by MTM will be paid in the joint names of the Health Coaches or in the name of the entity to be divided as the parties may independently agree between themselves. c) If the parties cannot mutually agree on how the business shall be allocated during the pendency of a divorce or dissolution, the Company shall treat the business according to the status quo as existed prior to the filing of the divorce or dissolution. In the event of divorce, World Ventures will assign the business per the direction of the court. Under no circumstances will the Downlink Health Team of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will MTM split commission and bonus checks between divorcing spouses or members of dissolving entities. MTM will recognize only one (1) Downlink Health Team and will Page 25 of 49


issue only one (1) commission check per MTM business per commission succession . Commission checks shall always be issued to the same individual or entity. In the event that parties to a divorce or dissolution proceeding are unable to resolve a dispute over the disposition of commissions and ownership of the business, the Health Coach Agreement shall be involuntarily canceled. If a former spouse or a former entity affiliate Health Coach has completely relinquished all rights in his or her original MTM business, they are thereafter free to enroll under any Mentor of their choosing, so long as they meet the waiting period requirements set forth in Section 4.5.3. In such case, however, the former spouse or entity shall have no rights to any Health Coaches in his or her former Health Team or to any former client. They must develop the new business in the same manner as would any other new Health Coach.

4.25 - Mentoring and Enrolling All Active Health Coaches in good standing have the right to mentor and enroll others into MTM. Each prospective Health Coach has the ultimate right to choose his or her own Enroller. If two (2) Health Coaches claim to be the Enroller of the same new Health Coach, the Company shall regard the first application received by the Company as controlling and final.

4.26 - Stacking “Stacking” is strictly prohibited. The term “stacking” includes: (a) The failure to transmit to MTM or the holding of a Health Coach Application and Agreement in excess of three (3) business days after its execution; (b) The placement or manipulation of Agreements for the purpose of maximizing compensation pursuant to MTM’s Marketing and Compensation Plan; or (c) Providing financial assistance to new Health Coaches for the purpose of maximizing compensation pursuant to MTM’s Marketing and Compensation Plan; (d) Violating the one (1) business per tax ID rule.

4.27 - Succession Upon the death or incapacitation of a Health Coach, his or her business may be passed to his or her heirs. Appropriate legal documentation must be submitted to the Company to ensure the transfer is proper. Accordingly, a Health Coach should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a MTM business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased Health Coach’s Health Team provided the following qualifications are met. The successor(s) must: (a) Execute a Health Coach Agreement; (b) Comply with terms and provisions of the Agreement; and (c) Continue to meet all of the qualifications to be paid at various Achievement levels within the compensation plan.

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Bonus and commission checks of a MTM business transferred pursuant to this section will be paid in a single check jointly to the devisees. The devisees must provide MTM with an “address of record” to which all bonus and commission checks will be sent. If the business is bequeathed to joint devisees, they must form a business entity and acquire a federal taxpayer Identification number. MTM will issue all bonus and commission checks and one 1099 to the business entity on the most current application.

4.28 - Transfers of a MTM Business 4.28.1 - Transfer Upon Death of a Health Coach To affect a willed by death transfer of a MTM business, the successor must provide the following to MTM: (1) an original death certificate; (2) a notarized copy of the will or other instrument establishing the successor’s right to the MTM business; and (3) a completed and executed Health Coach Agreement.

4.28.2 - Transfer Upon Incapacitation of a Health Coach To affect a transfer of a MTM business because of incapacity, the successor must provide the following to MTM: (1) a notarized copy of an appointment as trustee; (2) a notarized copy of the trust document or other documentation establishing the trustee’s right to administer the MTM business; and (3) a completed Health Coach Agreement executed by the trustee.

4.29 - Telemarketing Laws The Federal Trade Commission and the Federal Communications Commission each have laws that restrict telemarketing practices. Both federal agencies (as well as a number of states) have “do not call” regulations as part of their telemarketing laws. While you may not consider yourself a “telemarketer” in the traditional sense of the word, these regulations broadly define the term “telemarketer” and “telemarketing” so that your inadvertent action of calling someone whose telephone number is listed on the federal “do not call” registry could cause you to violate the law. Moreover, these regulations must not be taken lightly, as they carry significant penalties. In addition, Health Coaches shall not use automatic telephone dialing systems relative to the operation of their MTM businesses. The term “automatic telephone dialing system” means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator; and (b) to dial such numbers.

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4.30 - Use of the MTM Communication System and MTM Office Solutions Products When MTM provides any channel of Health Team communication(s) accessible by individual Health Coaches, it shall be used exclusively as a tool to communicate with his or her Downlink, to promote the sale of MTM products and services and the MTM opportunity. Under no circumstances shall a Health Coach use the MTM communication system, whether it is electronic mail or voice mail, to promote the sale of any non-MTM products or services or any non-MTM program or opportunity.

4.31 - Prohibiting Against Excessive Charges MTM prohibits any Sales Health Coach from charging any other Sales Health Coach more than $20 per day for any training regarding MTM. For example, if a Sales Health Coach in MTM is holding a two day training class then the most that can be charged for that particular training would be $40 per person. Note: Training classes and Health Coach Team meetings may be monitored by MTM on an ongoing basis through the use of outside anonymous resources.

4.32 – Confidentiality During the term of the Agreement, the Company may supply to Health Coaches (Leads, Contacts, Accounts, Opportunities and other information) within the MTM web data base. This data is confidential and proprietary information which may not be distributed or abused, including, but not limited to genealogical and Downlink Activity Reports, Client lists, Client information developed by the Company or developed for and on behalf of the Company by Health Coaches, (including but not limited to, credit data, Client and Health Coach profiles and product purchase information). Health Coach lists, vendor and supplier business information (whether in written or electronic form) which the Company may designate as confidential. Confidential information may not be used, shared, disseminated directly or indirectly by the Health Coach without prior written approval to do so from MTM Operations Department.

SECTION 5 - RESPONSIBILITIES OF HEALTH COACHES 5.1 - Current Contact Information with Change of Address or Telephone To ensure timely delivery of products, support materials, and commission checks, it is critically important that the MTM Web’s data files are complete and current. Street addresses are required for shipping since UPS cannot deliver to a post office box. Health Coaches planning to move should [update their personal information via the Virtual Office function of the Health Coach’s replicated MTM website or send their new address and telephone numbers to MTM’s Corporate Offices to the attention of the Operations Department. To guarantee proper delivery, 2 (two) weeks advance notice must be provided to MTM on all changes.

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5.2 - Non-derision MTM wants to provide its independent Health Coaches with the best products, compensation plan, and service in the industry. Therefore, it values a Health Coach’s constructive criticisms and comments. All such comments should be submitted by Account Email to the Operations Department. Remember, to best serve Health Coaches. While MTM welcomes constructive input, negative comments and remarks made in the field by Health Coaches about the Company, its products, or compensation plan serve no purpose other than to reduce the enthusiasm of other MTM Health Coaches. For this reason and to set the proper example for their Downlink, Health Coaches must not belittle, demean, or make negative remarks about MTM, other MTM Health Coaches, MTM’s products, the MTM Marketing and Compensation plan, or MTM’s directors, officers, or employees. Health Coaches shall not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. Health Coaches shall not publish, post, unload, distribute, or communicate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, materials or information. Health Coach shall not advertise or offer to sell any goods or services for any commercial purpose or conduct or forward surveys, contests, pyramid schemes or chain letters.

5.2.1 - Harassment Zero-Tolerance Policy MTM has a zero-tolerance policy regarding harassment of another person by a MTM Independent Health Coach. MTM expects its Independent Health Coaches to treat each other, as well as potential Health Coaches and Clients with dignity and respect. Violations of this policy include, but are not limited to: • Intimidating, harassing, or other aggressive behavior; • Causing repeated conflicts with Health Coaches or Clients; • Direct or indirect threats of harm. Violations of this policy will result in termination. If you are a victim of such behavior, it is important to respond appropriately. Please do not overreact and escalate the situation. Remain calm and notify MTM’s Operations Department immediately with detailed information about the incident at Operations@MTMweb.info, or in writing to MTM Operations, 340 South Lemon Avenue #7012, Los Angeles, CA. 91789, USA

5.3 - Providing Documentation to Applicants Health Coaches must provide the most current version of the Policies and Procedures and the Compensation Plan to individuals whom they are enrolling to become Health Coaches before the applicant signs a Health Coach Agreement or by the enrollee acknowledging his or her understanding and agreement to the terms and conditions of the Policies & Procedures and the Compensation Plan through the Health Coach website.

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5.4 - Reporting Policy Violations Health Coaches observing a policy or ethics violation by another Health Coach should submit a written report of the violation directly to the attention of the MTM Operations Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.

5.5. Business Conduct Each Health Coach will perform all of his or her business activities in a professional and ethical manner, which will enhance the Health Coach’s reputation and the positive reputation of MTM. Health Coaches will be courteous and respectful of every person contacted including employees and executives of the corporate offices of MTM, and will conduct their business in a way as to respect the products, services and professionalism of MTM and its other Health Coaches. Any Health Coach found in violation of any provision may face disciplinary action.

5.6 MTM Employee Gifts MTM employees may accept small tokens of appreciation in the form of a gift from an Independent Health Coach or a Health Team of Health Coaches. Such gift shall not exceed a value of $100.00 (one hundred dollars). All gifts regardless of size and scope must be disclosed to MTM Operations Department prior to presentation or acceptance. MTM employees may accept small tokens of appreciation in the form of a gift from an Independent Health Coach or a team of Health Coaches. Such gift shall not exceed a value of $100.00 (one hundred dollars).

5.7 MTM Social Network Policy These are guidelines in the use of social media applications within the MTM Community, but we believe it has wider applications. The rapid growth of social media technologies combined with their ease of use and pervasiveness make them attractive channels of communication. However, these tools also hold the possibility of a host of unintended consequences. To help you identify and avoid potential issues we have compiled these guidelines. They are examples of best practices and are intended to help you understand, from a wide range of perspectives, the implications of participation in social media and the MTM Social Media Policy. Applications that allow you to interact with others online (e.g. Facebook, Google, Linked-In, My Space, etc.) require careful consideration to assess the implications of “friending”, “linking ”, “following” or accepting such a request from another person. For example, there is the potential for misinterpretation of the relationship or the potential of sharing protected information. Relationships such as client, doctor, patient, supervisor-subordinate and Health Team Members, merit close consideration of the implications and the nature of the social interaction.

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5.7.1 - General Guidelines Sharing MTM news, events, promoting team membership, or products through social media tools is an excellent, low-cost way to engage the community and build our brand. MTM encourages to re-post and share information with their family and friends that is available to the public. The best way to share this information is to link to the original source. When sharing information that is not a matter of public record, please follow the below guidelines. (a) Maintain Confidentiality - do not post confidential or proprietary information about Medical Treatments Management, its employees, health Coaches partners, providers or subcontractors. Use good ethical judgment and follow MTM policies and federal requirements, such as the Health Insurance Portability and Accountability Act (HIPAA) Maintain Privacy Do not discuss a situation involving named or pictured individuals on a social media site without their permission. As a guideline, do not post anything that you would not present in any public forum. It’s appropriate to post at work if your comments are directly related to accomplishing work goals, such as seeking sources for information or working with others to resolve a problem. You should participate in personal social media conversations on your own time Let your Internet social networking do no harm to MTM or to yourself whether you’re navigating those networks on the job or off. (b) Understand Your Personal Responsibility - MTM staff and team members are personally responsible for the content they publish on blogs, wikis or any other form of user-generated content. Be mindful that what you publish will be public for a long time “protect your privacy”. (c) Be Aware of Liability - You are responsible for what you post on your own site and on the sites of others. Individual bloggers have been held liable for commentary deemed to be copyright infringement, defamatory, proprietary, libelous, or obscene (as defined by the courts). Increasingly, employers are conducting Web searches on job candidates before extending offers. Be sure that what you post today will not come back to haunt you. (d) Maintain Transparency - The line between professional and personal business is sometimes blurred. Be thoughtful about your posting’s content and potential audiences. Be honest about your identity. In personal posts, you may identify yourself as an MTM team member or staff member. However, please be clear that you are sharing your views as an individual, not as a representative of the Medical Treatments Management. Correct mistakes, if you make a mistake, admit it. Be upfront and be quick with your correction. If you’re posting to a blog, you may choose to modify an earlier post, just make it clear that you have done so. (e) Respect Others - You are more likely to achieve your goals or sway others to your beliefs if you are constructive and respectful while discussing a bad experience or disagreeing with a concept or person. (f) Be a Valued Member - If you join a social network, make sure you are contributing valuable insights. Don’t hijack the discussion and redirect by posting self / organizational promoting information. Self-promoting behavior is viewed negatively and can lead to you being banned from Web sites or groups.

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(g) Think Before You Post - There’s no such thing as a “private” social media site. Search engines can turn up posts and pictures years after the publication date. Comments can be forwarded or copied. Archival systems save information even if you delete a post. If you feel angry or passionate about a subject, it’s wise to delay posting until you are calm and clearheaded. Post only pictures that you would be comfortable sharing with the general public.

5.7.2 - Social Media Guidelines When Posting as an Individual MTM uses social media to supplement traditional press and marketing efforts. Health Team Members are encouraged to share news and events, which are a matter of public record, with their family and friends. Linking straight to the information source is an effective way to help promote the corporate image and mission of MTM and build a community. When you might be perceived online as an agent / expert of MTM, you need to make sure it is clear to the audience that you are not representing the position of MTM or MTM policy. While the guidelines below apply only to those instances where there is the potential for confusion about your role as a MTM agent / expert versus personal opinion, they are good to keep in mind for all social media interactions. When posting to a social media site you should: (a) Be Authentic - Be honest about your identity. In personal posts, you may identify yourself as a MTM team member or staff member. However, please be clear that you are sharing your personal views and are not speaking as a formal representative of MTM. If you identify yourself as a member of the MTM community, ensure your profile and related content are consistent with how you wish to present yourself to colleagues. (b) Use a Disclaimer - If you publish content to any website outside of The MTM Web and it has something to do with the work you do or subjects associated with MTM, use a disclaimer such as this: “The postings on this site are my own and do not represent MTM’s positions, strategies or opinions. Don’t Use the MTM Logo or Make Endorsements, or any other MTM marks or images on your personal online sites. Do not use MTM’s name to promote or endorse any product, cause or political party or candidate. (c) Take the High Ground - If you identify your affiliation with MTM in your comments, readers may associate you with MTM, even with the disclaimer that your views are your own. Remember that you’re most likely to build a high-quality following if you discuss ideas and situations civilly. Don’t pick fights online. Don’t Use Pseudonyms. Never pretend to be someone else. Tracking tools enable supposedly anonymous posts to be traced back to their authors. (d) Protect Your Identity - While you should be honest about yourself, don’t provide personal information that scam artists or identity thieves could use. Don’t list your home address or telephone number. It is a good idea to create a separate e-mail address that is used only with social media sites. (e) Does it Pass the Publicity Test - If the content of your message would not be acceptable for face-to face conversation, over the telephone, or in another medium, it will not be acceptable for a social networking site. Ask yourself, would I want to see this published in the newspaper or posted on a billboard tomorrow or ten years from now and have my grandmother or children read it? Page 32 of 49


(f) Respect Your Audience - Don’t use ethnic slurs, personal insults, obscenity, or engage in any conduct that would not be acceptable in MTM’s community. You should also show proper consideration for others’ privacy and for topics that may be considered sensitive, such as politics and religion. (g) Monitor Comments - Most people who maintain social media sites welcome comments, it builds credibility and community. However, you may be able to set your site so that you can review and approve comments before they appear. This allows you to respond in a timely way to comments. It also allows you to delete spam comments and to block any individuals who repeatedly post offensive or frivolous comments.

5.7.3 - Social Media Guidelines When Posting on Behalf of MTM Online collaboration tools provide low-cost communication methods which foster open exchanges and learning. While social media tools are changing the way we work and how we connect with the public, the MTM policies and practices for sharing information remain the same. In addition to the general guidelines discussed in Section 5.8, when you creating or post to a social media site on behalf of MTM you need to: (a) Seek Approval - Any messages that might act as the “voice” or position of MTM or a product of MTM must be Official MTM publications or approved by MTM through its Operations Department. (b) Be Accurate - Make sure that you have all the facts before you post. It’s better to verify information with a source first than to have to post a correction or retraction later. Cite and link to your sources whenever possible, that’s how you build an active community. (c) Be Transparent - If you participate in or maintain a social media site on behalf MTM clearly state your role and goals. Keep in mind that if you are posting with a MTM user name, other users do not know you personally. They view what you post as coming from MTM. Be careful and be respectful. What you say directly reflects on the MTM image. Discuss with your manager the circumstances in which you are empowered to respond directly to users and when you may need approval. (d) Be Timely - Assign an administrator who can regularly monitor postings and content. Aim for standard times for postings and updates. The recommended minimum frequency is once to twice a week. But be sure not to overload your updates. Followers will stop paying attention if you overload them with information. (e) Be Responsible - What you write is ultimately your responsibility. Participation in social computing on behalf of MTM is not a right, but an opportunity, so please treat it seriously and with respect. If you want to participate on behalf of MTM, be sure to abide by its standard practice guidelines in your training manual. (f) Respect Others - Users are free to discuss topics and disagree with one another, but please be respectful of others’ opinions. You are more likely to achieve your goals if you are constructive and respectful while discussing a bad experience or disagreeing with a concept or person. (g) Be a Valued Member - If you join a social network like a Facebook group or comment on someone’s blog, make sure you are contributing valuable insights. Post information about topics that Page 33 of 49


are related to MTM campaigns, events or a article you’ve authored only when you are sure it will be of interest to readers. In some forums, self-promoting behavior is viewed negatively and can lead to you being banned from websites or groups. (h) Be Thoughtful - If you have any questions about whether it is appropriate to write about certain kinds of material in your role as a MTM Health Coach, ask your Health Coach Manager before you post.

SECTION 6 - SALES REQUIREMENTS 6.1 - Product Sales The MTM Marketing and Compensation Plan is based upon the sale of MTM products and services to end Consumers. Health Coaches must fulfill personal and Downlink Health Team retail sales requirements (as well as meet other responsibilities set forth in the Health Coach Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement. The following sales requirements must be satisfied for Health Coaches to be eligible for commissions: a) Health Coaches must satisfy the Qualified Sales requirements as specified in the MTM Marketing and Compensation Plan in order to receive bonuses or commissions. b) Health Coaches must develop or maintain service of at least one (1) new Retail Client every month.

6.2 - No Territory Restrictions A MTM business can be primarily internet driven therefore, there are no exclusive territories granted to any Health Coach.

6.3 - Sales Receipts All Health Coaches must provide their Retail Clients with at least one (1) copy of an official MTM sales receipt at the time of the sale. These receipts set forth the Client Satisfaction Guarantee for MTM products, as well as any consumer protection rights afforded by federal or state law. Health Coaches must ensure that the following information is contained on each sales receipt: (1) The date of the transaction; (2) The date (not earlier than the third business day following the date of the transaction) by which the buyer may give notice of cancellation; and (3) Name and address of the selling Health Coach; Remember that Retail Clients must receive at least one (1) copy of the sales receipt. In addition, Health Coaches must orally inform the buyer of his or her rights of cancellation.

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SECTION 7 - BONUSES AND COMMISSIONS 7.1 - Bonus and Commission Qualifications A Health Coach must be active and in compliance with the Agreement to qualify for bonuses and commissions. If and when a Health Coach complies with the terms of the Agreement, MTM shall pay commissions and bonuses to such Health Coach in accordance with the Marketing and Compensation plan.

7.2 - Adjustment to Bonuses and Commissions 7.2.1 - Adjustments for Returned Products or Cancelled Services Health Coaches receive bonuses and commissions based on the actual sales of products and services to consumers. When a product is returned to MTM or a MTM service is cancelled, and the Client or Health Coach returning the product or canceling the service is entitled to a refund under these Policies and Procedures or by law, the bonuses and commissions attributable to the returned product or cancelled service will be deducted in the month in which the refund is given, and continuing every pay period after until all commissions and bonuses are recovered from the Health Coaches who received bonuses and commissions on the sales of the refunded product or cancelled service. MTM further reserves the right to issue product purchase refunds at any time, at its sole discretion.

7.3 - Unclaimed Commissions and Credits Health Coaches must deposit or cash commission and bonus checks within six (6) months from their date of issuance or as mandated by each state or country. A check that has not cleared an MTM Bank account after six months will be void. There shall be a $30.00 charge for reissuing a check. These charges shall be deducted from the balance owed to the Health Coach.

7.4 - Online Health Team Activity Reports All information provided by MTM in online Downlink Activity Reports, including but not limited to personal and Team Sales Volume, and Downlink enrolling activity is believed to be accurate and reliable. Even so, due to various factors including the inherent possibility of human and or mechanical error; the accuracy, completeness, and timeliness of orders; denial of credit card and electronic check payments; returned products; credit card and electronic check charge-backs; the information is not guaranteed by MTM or any persons creating or transmitting the information. All personal and health team sales volume information is provided "as is" without warranties, express or implied, or representations of any kind whatsoever. In particular but without limitation there shall be no warranties of merchantability, fitness for a particular use, or noninfringement. To the fullest extent permissible under applicable law, MTM and or other persons creating or transmitting the information will in no event be liable to any health coach or anyone else for any direct, indirect, consequential, incidental, special or punitive damages that arise out of the use of or access to personal and Heath Team volume information of all bonuses, or commissions, loss of opportunity, and damages that may Page 35 of 49


result from inaccuracy, incompleteness, inconvenience, delay, or loss of the use of the information, even if MTM or other persons creating or transmitting the information shall have been advised of the possibility of such damages. to the fullest extent permitted by law, MTM or other persons creating or transmitting the information shall have no responsibility or liability to you or anyone else under any tort, contract, negligence, strict liability, products liability or other premise with respect to any subject matter of this agreement or terms and conditions related thereto. Access to and use of MTM’s online reporting services and your reliance upon such information is at your own risk. All such information is provided to you "as is". If you are dissatisfied with the accuracy or quality of the information, your sole and exclusive remedy is to discontinue use of and access to MTM’s online reporting services and your reliance upon the information.

SECTION 8 - PRODUCT GUARANTEES, RETURNS, REFUNDS, CANCELLATIONS 8.1 - Cancellations and Returns If a Health Coach is unsatisfied with any MTM product or service purchased for personal use, the Health Coach may cancel the service with within three (3) days, for a full refund of the purchase price. This guarantee includes the Global Health Care Treatment Packages (GHCTP), Global Health Care Memberships (GHCM), Partner Products (PP) and the $99.95 Health Coach Business System (HCBS) Fee. When a product is returned to MTM or a MTM service is cancelled, the Client or Health Coach returning the product or canceling the service may be entitled to a refund under these Policies and Procedures or by law. MTM reserves the right to issue any refunds at any time, at its sole discretion.

8.1.1 - Montana Residents A Montana resident may cancel his or her Health Coach Agreement within 15 (fifteen) days from the date of enrollment, and may return his or her Health Coach Business System for a full refund within such time period.

8.1.2 - Alaska Residents An Alaska resident may cancel his or her Product Order without penalty or obligation within five (5) days of the date of the Agreement and receive a full refund.

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8.1.3 - Kentucky Residents A Kentucky resident may cancel his or her Product Order without penalty or obligation within thirty days of the date of the Agreement and receive a full refund. If he or she cancels after thirty (30) days, he or she will be entitled to receive a pro rata refund without deduction for benefits received.

8.1.4 - New Hampshire Residents A New Hampshire resident may cancel his or her Product Order more than three (3) business days after its execution, and is entitled to a pro rata refund of his or her Membership fees without deduction for benefits received.

8.1.5 - Wisconsin Residents A Wisconsin resident may cancel his or her Product Order within three (3) months or within three (3) days of his or her first purchase of the Global Health Care Membership (GHCM) , whichever occurs first. If he or she cancels within the first fifteen (15) days of Membership, he or she will receive a full refund of his or her Membership fee. If he or she cancels within three (3) months of the Agreement or within three (3) days of his or her first purchase, he or she will be entitled to a prorated refund of his or her Membership fee, without deduction for benefits received.

8.2 - Return of Sales Aids by Health Coaches Upon cancellation of a Health Coach’s Agreement, the Health Coach may return sales aids for a refund if he or she is unable to sell or use the merchandise. A Health Coach may only return sales aids purchased by him or her in the last 60 days that are in resalable condition. Upon the Company’s receipt of resalable sales aids, the Health Coach will be reimbursed 75% of the net cost of the original purchase price(s), less shipping charges. If the purchases were made through a credit card, the refund will be credited back to the same account.

8.2.1 - Procedures for Sales Aid Returns The following procedures apply to all returns for refund, repurchase, or exchange: a) All merchandise must be returned by the Health Coach or Client who purchased it directly from MTM. b) No return shipments will be accepted without prior authorization from the MTM Operations team. c) Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and the best and most economical means of shipping is suggested. All returns must be shipped to MTM shipping pre-paid. MTM does not accept shipping-collect packages. The risk of loss in shipping for returned product shall be on the Health Coach. If returned product is not received by the Company, it is the responsibility of the Health Coach to trace the shipment. No refund or replacement of product will be made if the conditions of these rules are not met.

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SECTION 9 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS 9.1 - Disciplinary Actions by MTM Violation of any or part of the Agreement, these Policies and Procedures, or any illegal, fraudulent, deceptive or unethical business conduct by a Health Coach may result, at MTM’s discretion, in one or more of the following corrective measures: a) Issuance of a email warning or reprimand to the Health Coach within their Account; b) Requiring the Health Coach to take immediate corrective measures; c) Withholding commissions and bonuses, and/or imposing fines, in an amount determined by MTM at its sole discretion; d) Loss of rights to one or more bonus and commission checks; e) MTM may withhold from a Health Coach all or part of the Health Coach’s bonuses and commissions during the period that MTM is investigating any allegedly violated conduct; f) Involuntary termination of the offender’s Health Coach Agreement; g) Any other measure expressly allowed within any provision of the Agreement or which MTM deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Health Coach’s policy violation or contractual breach.

9.2 - Grievances and Complaints When a Health Coach has a grievance or complaint with another Health Coach regarding any practice or conduct in relationship to their respective MTM businesses, the complaining Health Coach should first report the problem to his or her Health Coach Manager who should review the matter and try to resolve it with the other party's Health Coach Manager. If the matter cannot be resolved, it must be reported by Account Email only and must bear the name and identification number of the party or parties submitting the formal complaint, to the MTM Operations Department. No telephone calls will be accepted regarding such matters as documentation must be presented by Account Email both from the complaining party or parties and ultimately from the individual(s) cited for the possible policy violation. The Operations Department and the Health Team Director will review the facts and attempt to resolve it. If it is not resolved, it will be referred to the Health Team Resolution Board for final review and determination.

9.3 - Health Team Resolution Board The Health Team Resolution Board reviews evidence, deliberates, and responds to current outstanding issues on a collective basis. The purpose of the Health Team Resolution Board (“HTRB”) is to: (1) Review appeals of disciplinary sanctions; and (2) Review matters between MTM Health Coaches that have not been resolved following referral to the Operations Department. A Health Coach may submit a written request for a video conference hearing within 15 (fifteen) business days from the date of:

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(1) The written notice by MTM of a disciplinary sanction; or (2) The written decision of the Operations Department regarding disputes between Health Coaches. All communication with MTM and the Health Coach(s) seeking resolution of a dispute must be by Account Email. It is within the HTRB’s discretion whether a claim is accepted for review. If the HTRB agrees to review the matter, it shall schedule a hearing within 15 (fifteen) days of receipt of the Health Coach’s written request. All evidence (e.g., documents, exhibits, etc.) that a Health Coach desires to have considered by the HTRB must be submitted to the MTM Operations Department no later than 7 (seven) business days before the date of the hearing. The Health Coach shall bear all of the expenses related to his or her attendance and the attendance of any witnesses he or she desires to be present at the hearing. The decision of the HTRB will be final and subject to no further review, except as provided in Section 9.4 below. During the pendency of the claim before the HTRB, the Health Coach waives his or her right to pursue arbitration or any other remedy. Following issuance of a disciplinary sanction, the disciplined Health Coach may appeal the sanction to the HTRB. The Health Coach's appeal must be by Account Email and received by the Company within 15 (fifteen) days from the date of MTM’s notice of the disciplinary sanction. If the appeal is not received by MTM within the 7 (seven) day period, the sanction will be final. The Health Coach must submit all supporting documentation with his or her submitted appeal. If the Health Coach files a timely appeal of a disciplinary action, the HTRB will review and reconsider the action, consider any other appropriate action, and notify the Health Coach by Account Email of its decision.

9.4 - Arbitration Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Health Coaches waive all rights to trial by jury or to any court. All arbitration proceedings shall be held in the City of Las Vegas, Nevada unless the laws of the state in which a Health Coach resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that state. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, a licensed attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel which the American Arbitration Panel provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement. Nothing in these Policies and Procedures shall prevent MTM from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect MTM’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

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The arbitrator shall have no obligation or jurisdiction over disputes relating to the ownership, validity or registration or any mark of other intellectual property or proprietary or confidential information of the Company, without the Company’s written consent. The Company may seek any applicable remedy in any applicable forum with respect to these disputes. In addition to monetary damages, the Company may obtain injunctive relief against a Health Coach in violation of the Agreement, and for any violation of misuse of the Company’s trademark, copyright, confidential information policies. Nothing in this rule shall prevent the Company from terminating the Health Coach Agreement. Nothing contained herein shall be deemed to give the arbitrator any authority, power, right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Policies or Procedures, Compensation Plan or the Health Coach Agreement.

9.5 - Governing Law, Jurisdiction and Venue Jurisdiction and venue of any matter not subject to arbitration shall reside in Clark County, State of Nevada unless the laws of the state in which a Health Coach resides expressly require the application of its laws. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Nevada shall govern all other matters relating to or arising from the Agreement unless the laws of the state in which a Health Coach resides expressly require the application of its laws.

9.5.1 - Louisiana Residents Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law.

SECTION 10 – ORDERING 10.1 - Purchasing MTM Products and Services Each Health Coach should purchase his or her products and services directly from MTM. If a Health Coach purchases products or services from another Health Coach or any other source, the purchasing Health Coach will not receive the Health Coach Sales Volume that is associated with that purchase.

10.2 - General Order Policies On line orders with invalid or incorrect payment, MTM will attempt to contact the Health Coach by phone, email, and or mail to try to obtain another payment. If these attempts are unsuccessful after five (5) business days the order will be returned unprocessed. No C.O.D. orders will be accepted. MTM maintains no minimum order requirements. Orders for products and sales aids may be combined.

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10.3 - Confirmation of Order A Health Coach and or recipient of an order must confirm that the product received matches the product listed on the shipping invoice, and is free of damage. Failure to notify MTM of any shipping discrepancy or damage within thirty (15) days of shipment will Cancel a Health Coach’s right to request a correction.

SECTION 11 - PAYMENT AND SHIPPING 11.1 - Insufficient Funds It is the responsibility of each Health Coach to ensure that there are sufficient funds or credit available in his or her account to cover his or her purchases. MTM will not contact Health Coaches in regard to orders or services canceled due to insufficient funds or credit. This may result in a Health Coach’s failure to meet his or her Health Coach Sales Volume requirements for the month.

11.2 - Returned Checks All checks returned by a Health Coach’s bank for insufficient funds will be resubmitted for payment. A $25.00 returned check fee will be charged to the account of the Health Coach. After receiving a returned check from a Client or a Health Coach, all future orders must be paid by credit card, money order or cashier’s check. Any outstanding balance owed to MTM by a Health Coach for Non Sufficient Funds (NFS) checks and returned check fees will be withheld from subsequent bonus and commission checks.

11.3 - Restrictions on Third Party Use of Credit Cards and Checking Account Access Credit card purchases or purchases made by personal or business checks may only be made by the individual to whom they have been assigned by the banking institution. Any Health Coach who uses another individual’s credit card or checking account to pay for purchases must submit a credit card or checking account authorization form to MTM with the order. MTM considers the unauthorized use of credit cards or checking accounts as fraudulent and will report such actions to the proper authorities for settlement. In addition the Health Coach involved may be subject to Suspension of Health Coach status pending resolution of the dispute. A Health Coach shall not permit other Health Coaches or Clients to use his or her credit card, or permit debits to his or her checking accounts, to enroll or to make purchases from the Company.

11.4 - Credit Card Charge Backs Under no circumstances will any Health Coach "charge back" any credit card purchase. Any Health Coach who does so will immediately lose all credit card ordering privileges until the charges are replaced with certified funds. If an erroneous charge is applied to a Health Coach’s credit card, the Health Coach should immediately contact MTM to initiate an investigation and resolution.

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SECTION 12 - INACTIVITY AND CANCELLATION OF THE AGREEMENT 12.1 - Results of Cancellation of The Agreement So long as a Health Coach remains active and complies with the terms of the Health Coach Agreement and these Policies and Procedures, MTM shall pay commissions to such Health Coach in accordance with the Marketing and Compensation Plan. A Health Coach’s bonuses and commissions constitute the entire consideration for the Health Coach's efforts in generating sales and all activities related to generating sales (including building a Downlink Health Team). Following a Health Coach’s non-renewal of his or her Health Coach Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his or her Health Coach Agreement (all of these methods are referred to as “cancellation”), the former Health Coach shall have no right, title, claim or interest to the Health Team which he or she operated, or any commission or bonus from the sales generated by the Health Team. A Health Coach whose business is cancelled will permanently lose all rights as a Health Coach. This includes the right to sell MTM products and services and the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the Health Coach’s former Downlink sales within their Health Team. In the event of cancellation, Health Coaches agree to waive all rights they may have, including but not limited to property rights, to their former Downlink Health Team and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former Downlink Health Team. Following a Health Coach’s cancellation of his or her Health Coach Agreement, the former Health Coach shall not hold himself or herself out as a MTM Health Coach and shall not have the right to sell MTM products or services. A Health Coach whose Health Coach Agreement is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation.

12.2 - Cancellation of The Agreement Due to Inactivity It is the Health Coach's responsibility to lead his or her Health Team with the proper example in personal production of sales to Clients and End Consumers. Without this proper example and leadership, the Health Coach will lose his or her right to receive commissions from sales generated through his or her Health Team.

12.2.1 - Insufficient Personal Volume to Maintain Active Requirements Health Coaches who personally generate less than one new Retail Sale or do not personally maintain an active retail product and their month $14.95 HCBS fee for any calendar month will not receive commissions for the sales generated throughout their Health Team for that month. If a Health Coach has not fulfilled his or her Personal Volume requirement for any four consecutive months (and thus become “inactive”), his or her Health Coach Agreement shall be canceled for inactivity. The cancellation will become effective on the day following the last day of the fourth month of inactivity.

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12.2.2 - Reclassification Following Cancellation Due to Inactivity If at the time a Health Coach’s Agreement is cancelled due to inactivity, and the Health Coach is enrolled in either the Global Health Care Treatment Packages (GHCTP), Global Health Care Memberships (GHCM), Partner Products (PP)Membership or LTC Tutorial programs, the Health Coach shall be reclassified as a Preferred Client and his or her participation in such programs shall continue in force unless the Health Coach specifically requests that his or her Client agreement(s) also be canceled.

12.3 - Involuntary Cancellation of The Agreement A Health Coach’s violation of any of the terms of the Agreement, including any amendments that may be made by MTM in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary cancellation of his or her Health Coach Agreement. Cancellation shall be effective on the date on which written notice is emailed, mailed, faxed, or delivered to an express courier, to the Health Coach’s last known address (email or fax number), or to his or her attorney of record, or when the Health Coach receives in person the actual notice of cancellation, whichever occurs first.

12.4 - Voluntary Cancellation of The Agreement A participant in this network marketing plan has a right to Cancel at any time, regardless of reason. Cancellation must be submitted in writing either by fax, postal delivery or email to the Company. The written notice must include the Health Coach’s signature, printed name, address, and Health Coach I.D. Number. If a Health Coach is enrolled in either the Global Health Care Treatment Packages (GHCTP), Global Health Care Memberships (GHCM), Partner Products (PP), the Health Coach’s participation in such programs shall continue in force unless the Health Coach also specifically requests that his or her client agreement(s) also be canceled within the policies of the company.

MTM DISCLAIMER LIMITATION OF LIABILITY In no event shall MTM be liable for any indirect, incidental, special, punitive or consequential damages (including damages for loss of business, profits, revenue, data, use or other economic advantage) incurred by distributor, or any other third party, in connection with or arising out of the use of any of the services provided and in association with this site. In meaning, however it arises, whether in an action in contract or tort. In no event shall the liability and damages for claims relating to this site or any services provided here under exceed the amount of fees paid by the client under this agreement or $100, whichever is less.

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DISCLAIMER OF WARRANTIES MTM makes no warranty, express or implied, and specifically disclaims the implied warranties of merchantability and fitness for a particular purpose, as to any matter whatsoever, including but not limited to the services provided by any third party, including: physicians, hospitals, hotel, health or transportation providers.

ARBITRATION Any dispute or claim arising under or with respect to this user agreement will be resolved by arbitration under the provisions of the United States Arbitration Act. The parties shall be responsible for payment of their own expenses and attorney's fees.

THIRD PARTY WEB SITES Our Sites contain links to websites that are not operated by Medical Treatments Management, Inc., "MTM". These links are provided for your reference and convenience only and do not imply any endorsement of the activities of these thirdparty website nor any association with their operators. MTM does not control these websites and is not responsible for their data practices. We urge you to review the privacy policy posted on any website you visit before using the website or providing any personal information about yourself.

INTERNET PRIVACY STATEMENT Your privacy is very important to us. Personal information is never collected by MTM unless you affirmatively choose to make such information available to us. In keeping with the object of protecting your Privacy, we follow all the regulations pertaining to our Privacy responsibilities. When you become a client, additional information will be necessary to serve you. To that extent, you may be asked to provide information that is private in nature. This information will be used in identifying your health care needs and relevant information will be shared with our service providers. Information You Volunteer. We collect the personal information you knowingly and voluntarily provide when you use our Sites, for example, the information you provide when you obtain a password, place an order online, complete an online survey, fill out a customer service request or request information about any of the professionals providing any medical or related services (“Provider”). Information Sent to Us by Your Web Browser. We collect information that is sent to us automatically by your web browser. This information typically includes your IP address, the address of the web page you were visiting when you accessed our Site, the name of your operating system (such as Windows® or Macintosh®), the name and version of your browser (such as Netscape® or Internet Explorer®), and the date and time of your visit. The information we receive depends on the settings on your web browser. Please check your browser if you want to learn what information your browser sends or how to change your settings.

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The information provided by your browser does not identify you personally. We use this non-personal information primarily to create statistics that help us improve our Sites and make them more compatible with the technology used by our visitors. However, if you have created a user identity on one of your visits to one of our Sites, or if you access a Site by clicking on a link in an email we have sent you, we may link the information provided by your browser to information that identifies you personally. In addition, we may review our server logs for security purposes, such as detecting intrusions into our network. If we suspect criminal activity, we might share our server logs -- which contain visitors’ IP addresses -- with the appropriate investigative authorities who could use that information to trace and identify individuals. Information Collected Using “Cookies” and Other Web Technologies. Like many commercial sites, we use "cookies," and similar technologies to collect information and manage our Sites. A cookie is a small text file that is placed on your hard disk by a Web server. Cookies cannot be used to install computer programs or deliver viruses to your computer. We may use two types of cookies -- “session cookies” and “persistent cookies.” A “session cookie” assigns a randomly-generated, unique identification number to your computer when you access one of our Sites. A session cookie expires after you close your browser. Generally, we use session cookies to collect information about the ways visitors use our Sites – which pages they visit, which links they use, and how long they stay on each page. This information is known as “click-stream information.” Session cookies may also be used to facilitate your interactions with our Sites. We may also use “persistent cookies.” These cookies do not expire when you close your browser, but stay on your computer until they expire or you delete them. Each time you visit a particular Site, our web-server will recognize you by “searching” the information contained in these cookies. By assigning your computer a persistent, unique identifier, we are able to create a database of your previous choices and preferences. This permits us to offer you a personalized experience when you use our Sites. For example, we may place a cookie on your hard drive that will cause our server to display our Sites in the language you selected the last time you visited one of our Sites. Assigning your computer a persistent, unique identifier also helps us keep a more accurate account of how many people visit our Sites, how often they return, how their use of our Sites may vary over time, and the effectiveness of our promotional efforts. Neither session cookies nor persistent cookies identify you personally. If, however, you have created a user identity on one of your visits to one of our Sites or if you access one of our Sites by clicking on a link in an email we have sent you, we may link the information collected by our cookies to information that identifies you personally. If you do not wish to receive cookies, you may set your browser to reject cookies or to alert you when a cookie is placed on your computer. You may also delete our cookies as soon as you leave our Site. Although you are not required to accept our cookies when you visit our Sites, if you set your browser to reject cookies, you will not be able to use all of the features and functionality of our Sites.

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In addition to cookies, we may also use “web beacons� and other web technologies to manage our Sites and email. A web beacon is a small bit of computer code. Web beacons may be used to count how many people visit a web page or tell us whether an email has been opened. We may link the information we collect using web beacons and other web technologies to information that identifies you personally.

HOW DO WE USE YOUR INFORMATION MTM uses the personal information collected through our Sites to provide the information and services you request; to provide you with information about services offered by Providers; to send you survey invitations related to services; to display personalized content and advertising when you visit our Sites; to improve our Sites; to better market certain programs and services; and for any other purpose we disclose to you in a specific Privacy Notice. In addition, we may delete information that identifies you personally and study the balance of the information we collect through our Sites to improve certain programs and services, to improve the content, functionality, navigation and usability of our Sites, to better understand the needs and interests of our customers and potential customers, and to better market certain programs and services. Service and Health Providers. We may share personal information collected through our Sites with companies and organizations that perform services on our behalf, for example, companies that provide support services to us (such as data storage and hosting services) or that help us market our products and services (such as third-party e-mail marketing companies). When we share personal information with our third-party service providers, these service providers are required by contract to use the personal information we share with them only to perform services on our behalf and to protect the confidentiality of your personal information. Protection of Our Websites and Others. We may disclose the personal information we collect through our Sites when we, in good faith, believe disclosure is appropriate to comply with the law (or a court order or subpoena); to prevent or investigate a possible crime, such as fraud or identity theft; to enforce the terms of use or other agreements that govern your use of our Sites; to protect the rights, property or safety of MTM our users or others; or to protect your vital interests.

SECURITY Within the use of commercially reasonable efforts on our part, your personal information will not be disclosed except as necessary for our services, and as required by applicable laws. We take all precautions that are commercially reasonable to protect your information from unintended distribution. However, due to the nature of the internet, we cannot guarantee that some personal information may not be obtained by improper or illegal means.

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MTM DEFINITIONS Achievement Level ~ The “title” that a Health Coach has earned in the MTM Marketing and Compensation Plan. Active Achievement Level ~ The term “Active Achievement Level” refers to the current achievement of a Health Coach, as determined by the MTM Marketing and Compensation Plan, for any calendar month OR volume period. To be considered “Active” relative to a particular achievement, a Health Coach must meet the criteria set forth in the MTM Marketing and Compensation Plan for his or her respective achievement. Active Client ~ A Client or End Consumer who has an active and paid-up subscription to either of MTM’s products and services (Global Health Care Treatment Packages (GHCTP), Global Health Care Memberships (GHCM), Partner Products (PP)) for the subject calendar month. Active Health Coach ~ An Active Health Coach is a Health Coach who has either: 1) generated the sale of at least one of MTM’s products (Global Health Care Treatment Packages (GHCTP), Global Health Care Memberships (GHCM), Partner Products (PP)) to a Retail Client or End Consumer during the current month; or 2) who has a current and Active Global Health Care Treatment Packages (GHCTP), Global Health Care Memberships (GHCM) or the required purchase amount of Partner Products (PP). Agreement ~ The contract between the Company and each Health Coach includes the Health Coach Agreement, the MTM Policies and Procedures, the MTM Marketing and Compensation Plan, and the Business Entity Registration Form (where appropriate), all in their current form and as amended by MTM in its sole discretion. These documents are collectively referred to as the “Agreement.” Cancel ~ The termination of a Health Coach’s business. Cancellation may be either voluntary, involuntary, through non-renewal, nonpayment or inactivity. Commissionable Products and Services ~ All MTM products and services on which commissions and bonuses are paid. A Health Coach Business Systems and sales aids are not commissionable products. Company ~ The term “Company” as it is used throughout the Agreement means Medical Treatments Management, Inc. Descendants ~ The tree in your marketing structure that were initially started by you Mentoring a personal Health Coach, and then extended by them recruiting Health Coaches personally and that process duplicating. You can think

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of your descendants as your mentorship Health Team tree. It comes from those whom you personally enrolled and who they personally enrolled, etc. Team Building will not add to your descendants. Downlink Activity Report ~ A monthly report generated by MTM that provides critical data relating to the identities of Health Coaches, sales information, and enrollment activity of each Health Coach’s Health Team. This report contains confidential and trade secret information which is proprietary to MTM. Downlink ~ Each one of the individuals enrolled immediately underneath you and their respective Health Teams represents one “tree” in your Health Team. Each Health Team has two trees-one on the left and one on the right. End Consumer ~ A person who purchases MTM products for personal use rather than for resale to someone else. Enroller ~ A Health Coach who recruits and enrolls another Health Coach into the Company. The Enroller receives the $50 Direct Commission if the new Health Coach also purchases a product. The Enroller is typically also the Mentor of the new Health Coach. Health Coach Business System ~ A selection of MTM training materials and business support publications that each new Health Coach is required to purchase. The Health Coach Business System is sold to Health Coaches at the Company’s cost. Health Coach Production ~ Moving product to a Client or an end consumer for personal use. Health Coach Sales Volume (HCSV) ~ The commissionable value of services and products sold in a calendar month: (1) by the Company to a Health Coach; and (2) by the Company to the Health Coach’s personally enrolled Clients. Health Team ~ The Health Coaches Mentored below a particular Health Coach Manager. The term “Health Team” is further defined in the MTM Marketing and Compensation Plan. Health Team Sales Volume ~ The commissionable value of MTM products generated by a Health Coach’s Health Team. Team Sales Volume does not include the Personal Sales Volume of the subject Health Coach. (Health Coach Business Systems and sales aids have no Sales Volume.) Immediate Household ~ Heads of household and dependent family members residing in the same house. Left Side Team Sales Volume (TSV) ~ The commissionable value of MTM products and services sold in the left downlink tree of a particular Health Team.

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Level ~ The layers of downlink Health Coaches in a particular Health Coach’s Health Team. This term refers to the relationship of a Health Coach relative to a particular uplink Health Coach, determined by the number of Health Coaches between them who are related by mentorship. For example, if A mentors B, who mentors C, who mentors D, who mentors E, then E is on A’s fourth level. Mentor ~ The Health Coach to whom front-line descendants are credited when a new Health Coach is enrolled. Official MTM Material ~ Publications of literature, audio or video tapes, and other materials developed, printed, published and distributed by MTM to its Health Team, Health Coaches, Clients or the general public. Soley approved by MTM Corporate. Recruit ~ For purposes of MTM’s Conflict of Interest Policy (Section 4.8), the term “recruit” means actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly or through a third party, another MTM Health Coach to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity. This conduct constitutes recruiting even if the Health Coach’s actions are in response to an inquiry made by another Health Coach. Resalable ~ Products and sales aids shall be deemed "resalable" if each of the following elements is satisfied: 1) They are unopened and unused; 2) Packaging and labeling has not been altered or damaged; 3) The product and packaging are in a condition such that it is a commercially reasonable practice within the trade to sell the merchandise at full price; 4) Products are returned to MTM within one year from the date of purchase; 5) The product expiration date has not elapsed; and 6) The product contains current MTM labeling. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be resalable. Retail Client ~ An individual or entity who is not a MTM Health Coach and who purchases MTM products or services from or through a Health Coach. Right Side Team Sales Volume (TSV) ~ The commissionable value of product(s) sold in the right downlink tree of a particular Health Team. Uplink ~ This term refers to the Health Coach or Health Coaches above a particular Health Coach in a mentorship line up to the Company. Conversely stated, it is the line of mentors that links any particular Health Coach to the Company. Policies and Procedures Concluded © 2007-2011 Medical Treatments Management, Inc. Page 49 of 49


MTM Statement of Policies and Procedures