STATEMENT OF POLICIES and

PROCEDURES Effective February 1, 2011

TABLE OF CONTENTS

SECTION 1 - INTRODUCTION .................................................................................................................1 1.1 – Welcome ..................................................................................................................................1 1.2 – Review and Acceptance ...........................................................................................................1 1.3 – Success .....................................................................................................................................1 SECTION 2 - GENERAL .............................................................................................................................2

2.1 – Current Version.......................................................................................................................2 2.2 – Purpose of Policies..................................................................................................................2 2.3 – Changes to the Agreement ......................................................................................................2 2.4 – Delays and Forecasts...............................................................................................................3 2.5 – Policies and Provisions Severable...........................................................................................3 2.6 – Waiver.....................................................................................................................................3

SECTION 3 – BECOMING A DISTRIBUTOR .........................................................................................4

3.1 – Requirements to Become a Distributor ...................................................................................4 3.2 – No Product Purchase Required ...............................................................................................4 3.3 – Distributor Benefits.................................................................................................................4 3.4 – Term and Renewal of Your Business......................................................................................4

SECTION 4 – OPERATING THE BUSINESS ..........................................................................................5

4.1 – Advertising..............................................................................................................................5 4.2 – Bonus Buying Prohibited ........................................................................................................8 4.3 – Business Entities .....................................................................................................................8 4.4 – Unauthorized Claims and Actions...........................................................................................9 4.5 – Commercial Outlets ................................................................................................................9 4.6 – Trade Shows, Expositions and Other Sales Forums................................................................9 4.7 – Conflicts of Interest.................................................................................................................9 4.8 – Targeting Other Direct Sellers ..............................................................................................10 4.9 – Errors or Questions ...............................................................................................................11 4.10 – Governmental Approval or Endorsement .............................................................................11 4.11 – Identification .........................................................................................................................11 4.12 – Income Taxes ........................................................................................................................11 4.13 – Independent Contractor Status ..............................................................................................11 4.14 – Insurance ...............................................................................................................................12 4.15 – International Marketing.........................................................................................................12 4.16 – Inventory Loading.................................................................................................................12

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4.17 – Adherence to Laws and Ordinances......................................................................................12 4.18 – Minors...................................................................................................................................12 4.19 – Actions of Household Members or Affiliated Individuals ....................................................12 4.20 – Requests for Records ............................................................................................................13 4.21 – Sale, Transfer or Assignment of a Business..........................................................................13 4.22 – Separation of a Business .......................................................................................................13 4.23 – Succession.............................................................................................................................14 4.24 – Transfer Upon Death of a Distributor ...................................................................................15 4.25 – Transfer Upon Incapacitation of a Distributor ......................................................................15 4.26 – Telemarketing Techniques ....................................................................................................15 4.27 – Back Office Access...............................................................................................................16

SECTION 5 – RESPONSIBILITIES OF DISTRIBUTORS ...................................................................16

5.1 – Change of Contact Information.............................................................................................16 5.2 – Continuing Development Obligations...................................................................................16 5.3 – Nondisparagement ................................................................................................................17 5.4 – Reporting Policy Violations..................................................................................................17 5.5 – Vendor Confidentiality/Communications .............................................................................17

SECTION 6 – SALES REQUIREMENTS................................................................................................17

6.1 – Product Sales.........................................................................................................................17 6.2 – No Territory Restrictions ......................................................................................................18 6.3 – Sales Receipts .......................................................................................................................18

SECTION 7 –COMMISSIONS AND OTHER INCENTIVES ...............................................................18

7.1 – Commission Qualifications...................................................................................................18 7.2 – Adjustments to Commissions................................................................................................18 7.3 – Reports ..................................................................................................................................19

SECTION 8 – PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE..........19

8.1 – Product Guarantee.................................................................................................................19 8.2 – Returns by Retail Customers.................................................................................................19 8.3 – Return of Inventory and Sales Aids by Distributors Upon Cancellation...............................20 8.4 – Procedures for All Returns....................................................................................................20

SECTION 9 – DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS............................21

9.1 – Disciplinary Sanctions ..........................................................................................................21 9.2 – Grievances, Complaints and Disputes...................................................................................21 9.3 – Mediation ..............................................................................................................................22 9.4 – Arbitration.............................................................................................................................22 9.5 – Governing Law, Jurisdiction and Venue...............................................................................22 9.6 – Limitation on Liability ..........................................................................................................23 9.7 – No Oral, Unwritten Agreements ...........................................................................................23

SECTION 10 – PAYMENT AND SHIPPING ..........................................................................................23 10.1– Returned Checks ...................................................................................................................23 10.2– Restrictions on Third Party Use of Credit Cards and Checking Account Access .................24 10.3– Sales Taxes............................................................................................................................24

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SECTION 11 – CANCELLATION............................................................................................................24 11.1– Effect of Cancellation............................................................................................................24 11.2– Cancellation Due to Failure to Remain Certified ..................................................................25 11.3– Involuntary Cancellation .......................................................................................................25 11.4– Voluntary Cancellation .........................................................................................................25 11.5– Non-renewal..........................................................................................................................25 11.6– 60 Day Cancellation Right ....................................................................................................25 SECTION 12 – CERTAIN DEFINITIONS ..............................................................................................26

SECTION 1 - INTRODUCTION 1.1 - Welcome. Thank you for your interest in activTek Environmental. activTek Environmental is a trademark of DBG Group Investments, LLC and is the name under which we market and sell our commercial line of products and services. We are headquartered in Dallas, Texas, U.S.A. We have tried to make these Policies and Procedures clear and understandable. In order to do so, we will be using the following basic terminology throughout the Policies and Procedures:

a) “Company”, “activTek”, “we” or “us” means DBG Group Investments, LLC, a Delaware limited liability company dba activTek Environmental;

b) “Distributors” or “you” means the individuals or entities that distribute our products and services;

c) “Business” means the business of marketing and selling our products and services, including the ability to receive commission and other incentives in accordance with our Commission and Incentive Program;

d) “Agreement” or “Distributor Agreement” means collectively the Application (including its terms and conditions), which you will be required to sign (either physically or electronically) in order to become a Distributor, these Policies and Procedures, our Commission and Incentive Program, a business entity registration form (if applicable) and any guides, manuals or programs, if any, (e.g. our protected account program or our Certification Program) that the Company may promulgate from time to time. All of these documents are incorporated by reference into and form an integral part of the Agreement (all in their current form and as amended by the Company).

In addition to these basic terms, the definitions of our Commission and Incentive Program, Certification Program, Application as well as certain other defined terms used in the Policies and Procedures can be found in Section 12. 1.2 - Review and Acceptance. Prior to submitting your Application, it is important that you review the Distributor Agreement, including these Policies and Procedures. The most current form of the Distributor Agreement can be obtained from the Company either by written request or through the Company’s website. It is important that you obtain the current version because the Company makes changes to the Distributor Agreement from time to time. The Distributor Agreement governs your relationship with us and how you may operate your Business. By becoming a Distributor, you are choosing to operate your Business in accordance with the Distributor Agreement, and understand that the Company may change the Distributor Agreement at any time and from time to time in its sole judgment and discretion. If you have any questions regarding the terms of the Distributor Agreement, please contact us. 1.3 - Success. activTek believes it has developed a unique opportunity bringing together great products, innovative incentives and supporting systems, programs and tools. However, we are not responsible for your success. Your success will depend on many factors. Important factors include your skill and your level of effort and commitment to the Business. Another important factor is your adherence to the terms of the Distributor Agreement. You should remember, however, that your Business and your success will be effected by many things that you do not

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control, and that you may not be able to overcome despite your hard work. These things include but are not limited to economic conditions, acceptance of our products in the marketplace, our ability to provide products, changes in law and changes that activTek may unilaterally make, such as discontinuing products, increasing pricing and changing the terms of the Distributor Agreement (including changes to the Commission and Incentive Program). It is important that you fully understand all of this prior to submitting your Application. It is also one of the reasons that activTek permits you to unilaterally cancel your relationship with us at any time in accordance with the terms of the Policies and Procedures and has established the return policies provided in these Policies and Procedures. SECTION 2 - GENERAL 2.1 - Current Version. It is the responsibility of each Distributor to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of the documents which comprise the Agreement, including these Policies and Procedures. 2.2 - Purpose of Policies. We have established the Agreement in order to clearly define the relationship that exists between Distributors and the Company, and to set standards for acceptable business conduct. Distributors are required to comply with all of the terms and conditions set forth in the Agreement which the Company may amend in its sole judgment and discretion at any time and from time to time. Distributors are also required to comply with all federal, state, and local laws governing their Business. Please review the information in the Agreement 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 us.

2.3 - Changes to the Agreement. The Company reserves the right to modify or amend the Agreement and its prices in its sole and absolute judgment and discretion at any time and from time to time. By signing the Application, you agree to abide by all amendments or modifications that the Company elects to make. THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM OR RELATED TO ANY SUCH AMENDMENT OR MODIFICATION (INCLUDING CLAIMS FOR DAMAGES, COMPENSATION, REMUNERATION, BONUSES, LOST PROFITS OR LOSS OF OPPORTUNITY), AND DISTRIBUTORS WAIVE ALL CLAIMS ARISING FROM OR RELATED TO ANY SUCH AMENDMENT OR MODIFICATION. Amendments shall be effective 30 days after publication of notice to you that the Agreement has been modified. The Company shall provide or make available to you a complete copy of the amended provisions by one or more of the following methods: (1) posting on the Company’s official web site; (2) electronic mail (e-mail); (3) inclusion in Company periodicals; (4) inclusion in product orders or commission checks; or (5) special mailings. As provided in Section 11.4, you may unilaterally cancel your participation as a distributor at any time if these changes are not acceptable to you. The continuation of your Business or your acceptance of commissions or other incentives shall be deemed to mean you accept any and all amendments.

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2.4 - Delays and Forecasts. We are not responsible for any delays or failures in the performance of our obligations which may impact or affect your Business. This includes but is not limited to situations where our performance is made commercially impracticable due to circumstances beyond our reasonable control such as strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of supply, or government decrees or orders. This also includes situations where: (i) product supplies are limited; (ii) product procurement (including component parts) require significant vendor lead times for fulfillment and/or (iii) products have been allocated to other Distributors. In order to avoid these situations and better manage our ability to provide products, activTek may require you to provide to us forecasts of your future product requirements, and in certain instances, require that these forecasts constitute firm and binding purchase commitments.

2.5 - Policies and Provisions Severable. If any provision of the Agreement, in its current form or as may be amended, is found to be invalid 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. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible.

2.6 - Waiver. The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of your Business. No failure of the Company to exercise any right or power under the Agreement or to insist upon strict compliance by a Distributor 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 our right to demand exact compliance with the Agreement. The fact that someone in our organization is aware of your non-compliance, or the fact that someone may be working with you to resolve compliance issues does not in any way mean that we are waiving our right to demand strict compliance. Waiver by the Company can be effectuated only in writing by our General Counsel or Chief Legal Officer. Our waiver of any particular breach by a Distributor shall not affect or impair our rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Distributor. Nor shall any delay or omission by us to exercise any right arising from a breach affect or impair our rights as to that or any subsequent breach. Neither the Company’s waiver of compliance with the Agreement by any Distributor nor the Company’s failure to enforce any obligation or provision of the Agreement with respect to any Distributor shall give any other Distributor the right to require the Company to demand compliance or enforcement. The Company shall not be liable for any claims arising from or related to any such waiver of compliance or failure to enforce (including claims for damages, compensation, remuneration, bonuses, lost profits or loss of opportunity), and Distributors waive all claims arising from or related to any such waiver of compliance or failure to enforce. In addition, any such waiver of compliance or failure to enforce shall not be interpreted or construed as amending or changing the Agreement or in any way releasing any other Distributor from his compliance obligations.

The existence of any claim or cause of action of a Distributor against the Company shall not constitute a defense to our enforcement of any term or provision of the Agreement.

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SECTION 3 - BECOMING A DISTRIBUTOR 3.1 - Requirements to Become a Distributor. To become a Distributor, each applicant must:

a) Be of the age of majority in his or her state or country of residence (but in no event

less than 18 years of age); b) Have a valid Social Security or Federal Tax ID number; or if applicable, Social

Insurance Number (Canada) or similar international identification number; c) Submit a properly completed Application to the Company either in hard copy or

online format; d) Be acting on his own behalf, and not for someone else; and e) Complete our Certification Program.

3.2 - No Product Purchase Required. No person is required to purchase our products, services or sales aids to become a Distributor. 3.3 - Distributor Benefits. Once an Application has been accepted by the Company, the benefits of the Distributor Agreement are available to the new Distributor. These benefits include the right to:

a) Sell our products and services; b) Receive commissions and other incentives pursuant to our Commission and Incentive

Program (if eligible and qualified); c) Receive periodic literature and other communications; d) Participate in our sponsored support, service, training, motivational and recognition

functions, upon payment of appropriate charges, if applicable; e) Attend Company events, upon payment of appropriate charges, if applicable; and f) Participate and utilize available website, social networking and other available

communication tools, upon payment of appropriate charges, if applicable.

3.4 - Term and Renewal of Your Business. The term of the Distributor Agreement is one year from the date of its acceptance by the Company (subject to prior termination pursuant to Section 11). Each year, a Distributor must (i) complete all training and other requirements under our Certification Program to maintain their status as a certified activTek Distributor and (ii) renew their Distributor Agreement by paying the then applicable annual renewal fee (if any) on or before the anniversary date of their Distributor Agreement. If any applicable renewal fee is not paid within 30 days after the expiration of the current term of the Distributor Agreement, the Distributor Agreement will be canceled.

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SECTION 4 - OPERATING THE BUSINESS 4.1 - Advertising.

4.1.1 - General. All Distributors shall safeguard and promote the good reputation of the Company and its products. The marketing and promotion of the Company and our products and services shall be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices. To promote the products and services we offer, Distributors should use the sales aids and support materials produced by us. The rationale behind this requirement is simple. The Company has carefully designed its products, product labels, and promotional materials to ensure that each aspect of the Business is fair, truthful, substantiated, and complies with the vast and complex legal requirements of federal and state laws. If Distributors develop their own sales aids and promotional materials, notwithstanding their integrity and good intentions, there exists the likelihood that they would unintentionally violate any number of statutes or regulations affecting the Business. These violations, although they may be relatively few in number, could jeopardize the Business of all Distributors. Distributors are generally not allowed to develop their own sales aids, promotional materials, advertisements or other literature. However, in rare circumstances, the Company may permit Distributors to develop such materials, provided that the following requirements are strictly adhered to: (i) all such materials must be submitted to the Company for its approval prior to any use or distribution and (ii) all materials must comply with applicable provisions of these Policies and Procedures (e.g. Section 4.1.2 regarding advertising of product pricing and Section 4.1.6 regarding trademarks) and any applicable guides which may be promulgated by the Company. The failure to follow these requirements constitutes a material breach of these Policies and Procedures. The Company in its sole judgment and discretion may at any time require Distributors to immediately cease the use or distribution of any sales aids, promotion materials, advertisements or other literature, which they may have developed. In the event the Company grants approvals as provided in this Section 4.1.1, the Company further reserves the right to rescind approval for any sales aids, promotional materials, advertisements, or other literature. If the Company requires Distributors to cease using or distributing any written sales aids, promotional materials, advertisements or other literature (including by reason of revoking any prior approval granted the Company), the Company shall not be liable for any claims arising from or related to such actions (including claims for damages, remuneration, bonuses, compensation, lost profits or loss of opportunity) and Distributors waive all such claims arising from or relating to such actions.

4.1.2 - Advertising Product Pricing. Distributor Pricing is considered proprietary

information and should be kept confidential. activTek Distributors shall not advertise the Products in a manner that discloses, directly or indirectly: (a) the cost that Distributors pay to the Company for the Products; (b) retail pricing offer by the Distributor for the Products; or (c) activTek’s suggested retail pricing for the Products. Distributors shall not publish or disseminate “price lists” or other information that discloses any of the foregoing, nor shall Distributors advertise that they have the “lowest prices available” for the Products.

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4.1.3 - Distributor Web Sites. If a Distributor desires to utilize an Internet web page to

promote his or her business, he or she may do so through the Company’s replicated website program. This program permits Distributors to advertise on the Internet and to personalize their home page with the Distributor's message and the Distributor's contact information. These websites seamlessly link directly to the our official website giving the Distributor a professional and Company approved presence on the Internet. No Distributor may independently design a website that uses the names, logos, or product descriptions of the Company or otherwise promotes (directly or indirectly) our products. Nor may a Distributor use "blind" ads on the Internet that make claims which are ultimately associated with our products. The use of any other Internet website or web page (including without limitation auction sites such as eBay or Craigslist) to in any way promote the sale of our products is a breach of the Agreement and may result in any of the disciplinary sanctions set forth in Section 9.1.

Distributors are generally not allowed to develop their own web pages or website. However, in rare circumstances, the Company may permit Distributors to develop their own web pages or websites. However, any Distributor who wishes to do so: (a) must comply with the applicable provisions of these Policies and Procedures (e.g. Section 4.1.2 regarding advertising of product pricing and Section 4.1.6 regarding trademarks) and any applicable guides which may be promulgated by the Company and (b) must register their site(s) with the Company and receive written approval from the Company prior to the site(s) public availability. The failure to register or obtain approval constitutes a material breach of these Policies and Procedures. The Company reserves the right in it sole judgment and discretion to rescind approval of any site or to require any site to be de-activated so that it is no longer accessible. If the Company takes any of these actions, it will not be liable for any claims arising from such actions (including claims for damages, compensation, remuneration, bonuses, lost profits or loss of opportunity), and Distributors waive all claims arising from or relating to any such actions.

4.1.4 - Online Auctions, and other Online Forums. Distributors shall not use online auctions sites, or any other online forum to market, sell, advertise or promote our products or services or their Business.

4.1.5 - Domain Names and Email Addresses. Distributors may not use or attempt to register any of our trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any Internet domain name. Nor may Distributors incorporate or attempt to incorporate any of the Company’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, into any electronic mail address.

4.1.6 - Trademarks and Copyrights. The Company will not allow the use of its trade

names, trademarks, designs, or symbols by any person, including Distributors, without its prior, written permission. Distributors may not produce for sale or distribution any recorded Company training, events or speeches without written permission from us nor may Distributors reproduce for sale or for personal use any recording of Company produced audio or video tape presentations.

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4.1.7 - Media and Media Inquiries. Distributors must not attempt to respond to media inquiries regarding the Company, our products or services, or their independent Business. All inquiries by any type of media must be immediately referred to our Media and Ethics Department. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image. Distributors must not utilize radio or television media for the advertising, distribution or promotion of our products without the express written consent of the Company. In the event that the Company does grant permission for the use of such media, we must have final authority on every stage of the production process with full rights to all recordings.

4.1.8 - Unsolicited Email. The Company does not permit Distributors to send

unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act. Any email sent by a Distributor that promotes the Company, or our products and services must comply with the following:

a) There must be a functioning return email address to the sender. b) There must be a notice in the email that advises the recipient that he or she

may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning “opt-out” notice).

c) The email must include the Distributor’s physical mailing address. d) The email must clearly and conspicuously disclose that the message is an

advertisement or solicitation. e) The use of deceptive subject lines and/or false header information is

prohibited. f) All opt-out requests, whether received by email or regular mail, must be

honored. If a Distributor receives an opt-out request from a recipient of an email, the Distributor must forward a copy of the opt-out request to the Company.

g) The e-mail must not incorporate our trade names, trademarks, service names, service marks, product names, the Company name or any derivative thereof in the subject line or body of the e-mail.

The Company may periodically send commercial emails on behalf of Distributors. By entering into the Application, Distributor agrees that the Company may send such emails and that the Distributor’s physical and email addresses will be included in such emails as outlined above. Distributors shall honor opt-out requests generated as a result of such emails sent by the Company.

4.1.9 - Unsolicited Faxes. Except as provided in this section, Distributors may not use or transmit unsolicited faxes or use an automatic telephone dialing system relative to the operation of their Business. 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. The term "unsolicited faxes" means

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the transmission via telephone facsimile of any material or information advertising or promoting the Company or our products which is transmitted to any person, except that these terms do not include a fax: (a) to any person with that person's prior express invitation or permission; or (b) to any person with whom the Distributor 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 Distributor and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such Distributor; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.

4.2 - Bonus Buying Prohibited. Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes: (a) purchasing our products or services on behalf of another Distributor or Customer, or under another Distributor’s or Customer’s I.D. number, to qualify for commissions or other incentives; (b) purchasing excessive amounts of goods or services; and/or (c) any other mechanism or artifice to qualify for incentives, commissions or other rewards that is not driven by bona fide product or service purchases by end user consumers.

4.3 - Business Entities. A corporation, limited liability company (LLC), partnership or trust (collectively referred to in this section as a “Business Entity”) may apply to be a Distributor by submitting an Application, and a properly completed IRS Form W-9 to the Company. If a Distributor enrolls online, the IRS Form W-9 must be submitted to the Company within 30 days of the online enrollment. (If not received within the 30-day period, the Distributor Agreement is subject to termination by the Company.) The Company may also require that a business entity registration form be submitted and signed by all of the shareholders, members, partners, trustees, or other parties with any ownership interest in, or management responsibilities for, the Business Entity (collectively “Affiliated Parties”). The Business Entity, as well as all Affiliated Parties, are individually, jointly and severally liable for any indebtedness to the Company, and for compliance with the Distributor Agreement, and any other obligations to the Company. To prevent the circumvention of Sections 4.23 (regarding Business transfers and assignments), if any Affiliated Party wants to terminate his or her relationship with the Business Entity or the Company, the Affiliated Party must terminate his or her affiliation with the Business Entity, notify the Company in writing that he or she has terminated his/her affiliation with the Business Entity, and must comply with the provisions of Section 4.23. If the Business Entity wishes to bring on any new Affiliated Party, it must adhere to the requirements of Section 4.23.

4.3.1 - Changes to a Business Entity. A Distributor may change its status from an

individual to a partnership, LLC, corporation or trust, or from one type of entity to another. The Company may impose a fee for each change requested, which must be paid with the written request and the completed Application. Such changes shall be processed only once per year and must be submitted by November 30 to become effective on January 1 of the following year. In addition, Distributors operating their Business utilizing a Business Entity must notify the Company of the addition or removal of any officers, directors, shareholders, managers, members or business associates of the Business Entity.

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4.4 - Unauthorized Claims and Actions

4.4.1 - Indemnification. A Distributor is fully responsible for all of his or her verbal and written statements made regarding our products and services which are not expressly contained in Official Materials. Distributors agree to indemnify the Company and our directors, officers, employees, 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 them as a result of the Distributor’s unauthorized representations or actions. This provision shall survive the termination of the Agreement.

4.4.2 - Product Claims. No claims (which include personal testimonials) as to

therapeutic, curative or beneficial properties of any products offered by the Company may be made except those contained in our Official Literature. In particular, no Distributor may make any claim that our products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases. Such statements can be perceived as medical or drug claims. Not only do such claims violate our policies, but they potentially violate federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act.

4.5 - Commercial Outlets. Distributors are generally permitted to sell our products from a commercial outlet and to display or sell our products or literature in retail or service establishments. The Company, however, reserves the right to restrict these activities or require a Distributor to immediately cease such activities at any time in its sole judgment and discretion. If the Company requires a Distributor to cease such activities (or otherwise restrict such activities), the Company shall not be liable for any claims arising from or relating thereto (including claims for damages, remuneration, bonuses, compensation, lost profits or loss of opportunity) and Distributor waives all such claims arising out of or pertaining thereto. 4.6 - Trade Shows, Expositions and Other Sales Forums. Distributors may display and/or sell our products at trade shows and professional expositions only after receiving approval of the Company. In the event Company grants such approval, Distributor may not sell non-Company products at any booth which displays our products or otherwise bears our trade names, trademarks and/or service marks. Request for approval shall be submitted to the Customer Support Department using the properly completed Trade Show Approval form. Before submitting a deposit to the event promoter, Distributors should obtain approval from the Customer Support Department, as our policy is to authorize only one Distributor per event. The Company reserves the right to (i) establish its own booth or display at any tradeshow or exhibition and (ii) refuse authorization to participate at any function where the Company maintains such booth or display or where the Company deems such function not to be a suitable forum for the promotion of our products or services. 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 we wish to portray. 4.7 - Conflicts of Interest

4.7.1 - Nonsolicitation. Distributors are free to participate in other business ventures or marketing opportunities (collectively “business opportunities”). However, during the term of the

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Agreement, Distributors may not directly or indirectly Recruit other Distributors or Customers for any other business opportunities. Following the cancellation of a Distributor’s Agreement, and for a period of six calendar months thereafter, a former Distributor may not Recruit any other Distributor or Customer for another business opportunity. Distributors and the Company recognize that because business opportunities are conducted through networks of independent contractors dispersed across the entire United States and internationally, and business is commonly conducted via the internet and telephone, an effort to narrowly limit the geographic scope of this non-solicitation provision would render it wholly ineffective. Therefore, Distributors and the Company agree that this non-solicitation provision shall apply to all markets in which the Company conducts Business.

4.7.2 - Sale of Competing Goods or Services. Distributors must not sell, or attempt to sell, any competing non-Company programs, products or services to Customers or Distributors. Any program, product or service in the same generic categories as our products or services is deemed to be competing, regardless of differences in cost, quality, or other distinguishing factors. In addition, a Distributor may not sell, or attempt to sell to any Customers or other Distributors, any non-Company sale aides, promotional material, advertising, training programs, lead generation tools, or other similar programs or services which are intended to be used in the promotion or marketing of our Business.

4.7.3 - Distributor Participation in Other Direct Selling Programs. If a Distributor is engaged in other non-Company direct selling programs, it is the responsibility of the Distributor to ensure that his or her Business is operated entirely separate and apart from any other program in which the Distributor participates. To this end, the following must be adhered to:

a) The Distributor shall not display Company promotional materials, sales aids, products or services with or in the same location as any non-Company promotional materials, sales aids, products or services.

b) The Distributor may not offer our products or services to prospective or existing Customers or Distributors in conjunction with any non-Company program, product or service.

c) The Distributor may not offer any non-Company products or services at any Company-related meeting, seminar or convention, or within a five mile radius of the Company event. If the Company related meeting is held telephonically or via the internet, any non-Company meeting must be at least two hours before or after the Company related meeting, and on a different conference telephone number or internet web address from the Company related meeting.

4.8 - Targeting Other Direct Sellers. The Company does not condone Distributors specifically or consciously targeting the sales force of another direct sales company to sell our products or to become Distributors, nor does the Company condone Distributors solicitation or enticement of members of the sales force of another direct sales company to violate the terms of their contract with such other company. Should Distributors engage in such activity, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration or mediation is brought

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against a Distributor alleging that he or she engaged in inappropriate recruiting activity of its sales force or customers, the Company will not pay any of Distributor’s defense costs or legal fees, nor will the Company indemnify the Distributor for any judgment, award, or settlement. 4.9 - Errors or Questions. If a Distributor has questions about or believes any errors have been made regarding commissions, incentives or charges, the Distributor must notify the Company in writing within 60 days of the date of the purported error or incident in question. The Company will not be responsible for any errors, omissions or problems not reported to the Company within 60 days. 4.10 - Governmental Approval or Endorsement. Neither federal nor state regulatory agencies or officials approve or endorse any direct selling companies or programs. Therefore, Distributors shall not represent or imply that the Company or its programs have been "approved," "endorsed" or otherwise sanctioned by any government agency. 4.11 - Identification. All Distributors are required to provide their Social Security Number, or a Federal Employer Identification Number to the Company on the Application. Upon enrollment, the Company will provide a unique Distributor Identification Number to the Distributor by which he or she will be identified. This number will be used to place orders, and track commissions and other incentives. 4.12 - Income Taxes. Each Distributor is responsible for paying local, state and federal taxes on any income generated as an independent Distributor. If a Distributor’s Business is tax exempt, the Federal tax identification number must be provided to the Company. Every year, the Company will provide an IRS Form 1099 MISC (Non-employee Compensation) earnings statement to each U.S. resident who: 1) Had earnings of over $600 in the previous calendar year; or 2) Made purchases during the previous calendar year in excess of $5,000. 4.13 - Independent Contractor Status. Distributors are independent contractors, and are not purchasers of a franchise or a business opportunity. The agreement between the Company and its Distributors does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the Distributor. Distributors shall not be treated as an employee for his or her services or for Federal or State tax purposes. All Distributors are responsible for paying local, state, and federal taxes due from all compensation earned as a Distributor. The Distributor has no authority (expressed or implied), to bind the Company to any obligation. Each Distributor shall establish his or her own goals, hours, and methods of sale, so long as he or she complies with the terms of the Distributor Agreement, and applicable laws. The name of the Company and other names as may be adopted by the Company are proprietary trade names, trademarks and service marks of the Company. As such, these marks are of great value to the Company and are supplied to Distributors for their use only in an expressly authorized manner. Use of the Company name on any item not produced by the Company is prohibited except as follows: Distributor's Name activTek or activTek Environmental Independent Distributor

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Distributors may list themselves as an “activTek or activTek Environmental Independent Distributor” in the white or yellow pages of the telephone directory under their own name. No Distributor may place telephone directory display ads using the Company’s name or logo. Distributors may not answer the telephone by saying “activTek”, “activTek Environmental”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of the Company. 4.14 - Insurance. You may wish to arrange insurance coverage for your business. Your homeowner’s insurance policy does not cover business related injuries, or the theft of or damage to inventory or business equipment. 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. 4.15 - International Marketing. Because of critical legal and tax considerations, the Company may in its sole judgment and discretion limit the resale of our products and services to prospective customers located within the United States and U.S. Territories and those other countries that the Company designates. In the event the Company imposes such limitation, Distributors are authorized to sell our products and services only in those countries designated by the Company in Official Literature. 4.16 - Inventory Loading. Distributors must never purchase more products than they can reasonably use or sell to customers. 4.17 - Adherence to Laws and Ordinances. Distributors shall comply with all federal, state, and local laws and regulations in the conduct of their Business. Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Distributors because of the nature of their business. However, Distributors must obey those laws that do apply to them. If a city or county official tells a Distributor that an ordinance applies to him or her, the Distributor shall be polite and cooperative, and immediately send a copy of the ordinance to the Media and Ethics Department of the Company. In most cases there are exceptions to the ordinance that may apply to Distributors. 4.18 - Minors. A person who is recognized as a minor in his/her state or country of residence may not be a Distributor. 4.19 - Actions of Household Members or Affiliated Individuals. If any member of a Distributor’s immediate household engages in any activity which, if performed by the Distributor, would violate any provision of the Agreement, such activity will be deemed a violation by the Distributor and the Company may take disciplinary action against the Distributor. Similarly, if any individual associated in any way with a corporation, partnership, trust or other entity (collectively “affiliated individual”) violates the Agreement, such action(s) will be deemed a violation by the entity, and the Company may take disciplinary action against the entity.

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4.20 - Requests for Records. Any request from a Distributor for copies of invoices, applications, or other records will require a fee of $1.00 per page per copy. This fee covers the expense of mailing and time required to research files and make copies of the records. 4.21 - Sale, Transfer or Assignment of a Business. Although a Distributor’s Business is a privately owned, independently operated business, the sale, transfer or assignment of a Distributor’s Business and the sale, transfer, or assignment of an Affiliated Party’s (see Section 4.3 above) interest in a Business Entity that owns or operates a Business is subject to certain limitations. If a Distributor wishes to sell his or her Business, or an Affiliated Party wishes to sell his or her interest in a Business Entity that owns or operates a Business, the following criteria must be met:

a) The buyer or transferee must become a qualified Distributor (including, completing the Certification Program);

b) Before the sale, transfer or assignment can be finalized and approved by the Company, any debt obligations the selling party has with the Company must be satisfied.

c) The selling party 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 his or her Business or his or her interest in a Business Entity that owns or operates a Business.

Prior to selling a Business or an interest in a Business Entity, the selling party must notify the Company’s Media and Ethics Department in writing and advise the Company of his or her intent to sell his or her Business or his or her interest in the Business Entity. The Company reserves the right to request additional documentation that may be necessary to analyze the transaction between the buyer and seller. The Media and Ethics Department will, in its sole and absolute discretion, approve or deny the sale, transfer or assignment within 30 days after its receipt of all necessary documents from the parties.

THE COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS ARISING FROM OR RELATED TO ANY DENIAL OF REQUESTS TO SELL, TRANSFER OR ASSIGN A BUSINESS (INCLUDING CLAIMS FOR DAMAGES, COMPENSATION, REMUNERATION, BONUSES, LOST PROFITS OR LOSS OF OPPORTUNITY), AND DISTRIBUTORS WAIVE ALL CLAIMS ARISING FROM OR RELATED TO ANY SUCH DENIAL.

The selling party must receive written approval from the Media and Ethics Department before proceeding with the sale. If the parties fail to obtain the Company’s approval for the transaction, the transfer shall be voidable at our option. The purchaser of the existing Business will assume the obligations of the selling Distributor. A Distributor who sells his or her Business shall not be eligible to re-apply as a Distributor for a period of at least six full calendar months after the date of the sale.

4.22 - Separation of a Business. Distributors sometimes operate their Business as husband-wife partnerships, regular partnerships, corporations, or trusts. At such time as a marriage may end in divorce or a corporation, partnership or trust (the latter three entities are collectively referred to herein as “entities”) may dissolve, arrangements must be made to assure that any separation or

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division of the Business is accomplished so as not to adversely affect the interests of Customers and the Company. If the separating parties fail to provide for the best interests of Customers and the Company in a timely fashion, the Company will involuntarily terminate the Distributor Agreement.

During the divorce or entity dissolution process, 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 Business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners or trustees authorize the Company to deal directly and solely with the other spouse or non-relinquishing shareholder, partner or trustee.

b) The parties may continue to operate the Business jointly on a “business-as-usual” basis, whereupon all compensation paid by the Company will be paid according to the status quo as it existed prior to the divorce filing or dissolution proceedings. This is the default procedure if the parties do not agree on the format set forth above.

Under no circumstances will the Company split commission checks or other incentives between divorcing spouses or members of dissolving entities. 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 in a timely fashion as determined by the Company, the Distributor Agreement shall be involuntarily canceled. If a former spouse has completely relinquished all rights in the original Business pursuant to a divorce, he or she is thereafter free to re-enroll as a Distributor without waiting six calendar months. In the case of business entity dissolutions, the former partner, shareholder, member, or other entity affiliate who retains no interest in the Business must wait six calendar months from the date of the final dissolution before re-enrolling as a Distributor. 4.23 - Succession. Upon the death or incapacitation of a Distributor, 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 Distributor should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a Distributor’s Business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all commissions and other incentives of the deceased Distributor provided the following qualifications are met. The successor(s) must:

a) Complete and execute an Application; b) Comply with terms and provisions of the Agreement; and c) Meet all of the qualifications for the deceased Distributor’s status (including

completion of the Certification Program);

Commission checks and other incentives of a Distributor’s business transferred pursuant to this section will be paid in a single check jointly to the devisees. The devisees must provide the

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Company with an “address of record” to which all commission checks and other incentives will be sent. If the Business is bequeathed to joint devisees, they must form a business entity and acquire a federal taxpayer Identification number. The Company will issue all commission checks and one 1099 to the business entity. 4.24 - Transfer Upon Death of a Distributor. To effectuate a testamentary transfer of a Distributor’s Business, the Personal Representative or Executor of the estate of the deceased Distributor must provide all necessary documentation to establish a successor’s or successors’ right to the subject Business. The successor or successors must complete and execute an Application and meet the other requirements set forth in Section 4.23. 4.25 - Transfer Upon Incapacitation of a Distributor. To effectuate a transfer of a Distributor’s Business because of incapacity, the Trustee of the incapacitated Distributor must provide all necessary documentation to establish the right of the subject Trust and Trustee to the subject Business. The Trustee must, on behalf of the Trust, complete and execute an Application and meet the other requirements set forth in Section 4.23. 4.26 - Telemarketing Techniques. 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. Although the Company does not consider Distributors to be “telemarketers” in the traditional sense of the word, these government 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 (up to $11,000.00 per violation).

Therefore, Distributors must not engage in telemarketing in the operation of their Business. The term “telemarketing” means the placing of one or more telephone calls to an individual or entity to induce the purchase of an our product or service. “Cold calls" made to prospective customers that promote either our products or services constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective customer (a "prospect") may be permissible under certain situations:

a) If the Distributor has an established business relationship with the prospect. An

“established business relationship” is a relationship between a Distributor and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the Distributor, or a financial transaction between the prospect and the Distributor, within the eighteen (18) months immediately preceding the date of a telephone call to induce the prospect's purchase of a product or service.

b) The prospect’s personal inquiry or application regarding a product or service offered by

the Distributor, within the three (3) months immediately preceding the date of such a call.

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c) If the Distributor receives written and signed permission from the prospect authorizing the Distributor to call. The authorization must specify the telephone number(s) which the Distributor is authorized to call.

d) You may call family members, personal friends, and acquaintances. An “acquaintance”

is someone with whom you have at least a recent first-hand relationship within the preceding three months. Bear in mind, however, that if you engage in “card collecting” with everyone you meet and subsequently calling them, the FTC may consider this a form of telemarketing that is not subject to this exemption. Thus, if you engage in calling “acquaintances,” you must make such calls on an occasional basis only and not make this a routine practice.

e) In addition, Distributors shall not use automatic telephone dialing systems relative to the

operation of their Business. 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.

PLEASE BE AWARE FEDERAL AND STATE LAWS MAY CONTAIN EXCEPTIONS TO THE FOREGOING SITUATIONS (FOR INSTANCE, IN SOME STATES CALLS ARE NOT PERMITTED ON CERTAIN HOLIDAYS) AND CHANGE FROM TIME TO TIME. THE FOREGOING ARE GUIDELINES ONLY. YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL FEDERAL AND STATE LAWS CONCERNING TELEMARKETING ACTIVITIES. 4.27 - Back Office Access. The Company makes online back offices available to its Distributors. Back offices provide Distributors access to confidential and proprietary information that may be used solely and exclusively to promote the development of a Distributor’s Business and to increase sales of our products. However, access to a back office is a privilege, and not a right. The Company reserves the right to deny Distributors’ access to the back office at its sole judgment and discretion. SECTION 5 - RESPONSIBILITIES OF DISTRIBUTORS 5.1 - Change of Contact Information. To ensure timely delivery of products, support materials, and commission checks, it is critically important that our files are current. Street addresses are required for shipping. Distributors planning to move should update their mailing address, email address and telephone number information via the back office function of the Distributor’s replicated website. To guarantee proper delivery, two weeks advance notice must be provided to the Company on all changes. 5.2 - Continuing Development Obligations

5.2.1 - Ongoing Training. Distributors must perform bona fide assistance and training for their Customers to ensure that his or her Customers are properly operating or using our products (in the case of end user Customers) and/or promoting, selling and marketing our products (in the case of wholesale Customers). Distributors must have ongoing contact and

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communication with their Customers. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail. Distributors are also responsible to Customers in product knowledge and effective sales techniques. Communication with and the training of Customers must not, however, violate Section 4.1 (regarding the development of Distributor-produced sales aids and promotional materials). Distributors should monitor wholesale Customers to guard against them making improper product or business claims, or engaging in any illegal or inappropriate conduct.

5.2.2 - Increased Training Responsibilities. As Distributors become more experienced in sales techniques, product knowledge, and understanding of our program, they may be called upon to share this knowledge with lesser experienced Distributors. 5.3 - Nondisparagement. The Company wants to provide Distributors with the best products, compensation plan, and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to the Customer Support Department. Remember, to best serve you, we must hear from you! While the Company welcomes constructive input, negative comments and remarks made in the field by Distributors about the Company, its products, or the Commission and Incentive Program serve no purpose other than to sour the enthusiasm of other Distributors. For this reason, Distributors must not disparage, demean, or make negative remarks about the Company, other Distributors, our products, the Commission and Incentive Program, or our directors, officers, or employees. 5.4 - Reporting Policy Violations. Distributors observing a policy violation by another Distributor should submit a written report of the violation directly to the attention of our Media and Ethics 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 - Vendor Confidentiality/Communications. Our business relationships with our marketing alliances, vendors, suppliers, Company associates or former employees within or outside the corporate workplace are confidential, proprietary, and not to be circumvented by either the Distributor or the vendor. A Distributor shall not contact, directly or indirectly, or speak to or communicate with any representative of any supplier or manufacturer of the Company except at a Company sponsored event at which the representative is present at the request of the Company or as otherwise expressly permitted in writing by the Company. Violation of this regulation may result in termination of the Distributor and possible claims of damages against the Distributor and/or the vendor. Questions regarding any of these businesses should be directed to the Media and Ethics Department. SECTION 6 - SALES REQUIREMENTS 6.1 - Product Sales. Our Commission and Incentive Program is based on the sale of our products and services to both end consumers and wholesale customers. Distributors must fulfill sales requirements (as well as meet other responsibilities which may be set forth in the Commission and Incentive Program) to be eligible for commissions and other incentives.

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6.2 - No Territory Restrictions. There are no exclusive territories granted to anyone. No franchise fees are required. However, the Company has established a Protected Account Program. A copy of this program may be obtained from the Company. The Company may discontinue, change or modify the program at any time and from time to time. In the event the Company discontinues, changes or modifies the program, the Company shall not be liable for any claims arising from or related to such actions (including claims for damages, remuneration, bonuses, compensation, lost profits or loss of opportunity) and Distributors waive all such claims arising from or relating to such actions. 6.3 - Sales Receipts. All Distributors must provide their retail customers with two copies of our official sales receipt (or comparable receipt containing the same disclosures and information as our official sales receipt) at the time of the sale. These receipts set forth the Customer Satisfaction Guarantee as well as any consumer protection rights afforded by federal or state law. Distributors must maintain all retail sales receipts for a period of three years and furnish them to the Company at the Company’s request. Records documenting the direct purchases from the Company by Distributors’ Customers will be maintained by the Company. Remember that retail customers must receive two copies of the sales receipt. In addition, Distributors must orally inform the buyer of his or her cancellation rights. SECTION 7 - COMMISSIONS AND OTHER INCENTIVES 7.1 - Commission Qualifications. A Distributor must be active and in compliance with the Agreement to qualify for commissions, rewards and other incentives. So long as a Distributor complies with the terms of the Agreement, the Company shall pay commissions to such Distributor in accordance with the Commission and Incentive Program. The minimum amount for which the Company will issue a check is $50.00. If a Distributor’s commissions do not equal or exceed $50.00 the Company will accrue the commissions and bonuses until they total $50.00. A check will be issued once $50.00 has been accrued. 7.2 - Adjustments to Commissions.

7.2.1 - Adjustments for Returned Products and Cancelled Services. Distributors receive commissions and other incentives based on the actual sales of products and services. When a product is returned to the Company for a refund or repurchase, or a service is cancelled and the customer is entitled to a refund, either of the following may occur at the Company’s discretion: (1) the commissions and other incentives attributable to the returned or repurchased product or the refunded service will be deducted, in the month in which the refund is given and continuing every pay period thereafter until the commissions and incentives are recovered, from the Distributors who received commissions and other incentives on the sales of the refunded product or cancelled service; or (2) the Distributors who earned commissions or other incentives based on the sale of the returned product or cancelled service will refund to Company the unearned portion within 30 days after demand from the Company.

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7.3 - Reports. All information provided by the Company in online or telephonic reports, including but not limited to sales volume (or any part thereof), is believed to be accurate and reliable. Nevertheless, due to various factors including, but not limited to, the inherent possibility of human and 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 the Company or any persons creating or transmitting the information. ALL SALES 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 NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY DISTRIBUTOR OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO SALES INFORMATION (INCLUDING BUT NOT LIMITED TO LOST PROFITS, BONUSES, OR COMMISSIONS, LOSS OF OPPORTUNITY, AND DAMAGES THAT MAY RESULT FROM INACCURACY, INCOMPLETENESS, INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE INFORMATION), EVEN IF THE COMPANY OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Access to and use of our online and telephone 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 our online and telephone reporting services and your reliance upon the information. SECTION 8 - PRODUCT GUARANTEES, RETURNS AND INVENTORY REPURCHASE 8.1 - Product Guarantee. The Company offers a 100% thirty (30) day money-back satisfaction guarantee (less any applicable charges) to all Customers and Distributors. 8.2 - Returns by Retail Customers. The Company offers, through its Distributors, a 100% thirty (30) day money-back guarantee to all retail customers. Every Distributor is bound to honor the retail customer guarantee. If, for any reason, a retail customer is dissatisfied with any product or service, the retail customer may return the unused portion of the product to the Distributor from whom it was purchased, within thirty (30) days, for a replacement, exchange or a full refund of the purchase price (less any applicable charges).

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8.3 - Return of Inventory and Sales Aids by Distributors Upon Cancellation. Upon cancellation of a Distributor’s Agreement, the Distributor may return any products and sales aids held in his or her inventory for a refund. In order to receive a refund from the Company pursuant to this policy, the following requirements must be met:

a) The items being returned must have been personally purchased by the Distributor from the Company (purchases from other Distributors or third parties are not subject to refund);

b) The items must be in Resalable condition (see Definition of “Resalable” in Section 12 below); and

c) The items must have been purchased from the Company within one year prior to the date of cancellation.

Upon receipt of Resalable products and sales aids, the Distributor will be reimbursed 90% of the net cost of the original purchase price(s). Shipping charges incurred by a Distributor when the items were purchased will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. If a Distributor was paid a commission or other incentive based on a product that he or she purchased, and such product is subsequently returned for a refund, the commission or other incentive that was paid to the Distributor based on that product purchase will be deducted from the amount of the refund. 8.4 - Procedures for All Returns. The following procedures apply to all returns for refund, repurchase, or exchange:

a) All merchandise must be returned by the Distributor or Customer who purchased it directly from the Company.

b) All products to be returned must have a Return Authorization Number which is obtained by calling the Customer Support Department. This Return Authorization Number must be written on each carton returned.

c) The return must be accompanied by copy of the original dated sales receipt. d) 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 the Company shipping pre-paid. The Company does not accept shipping-collect packages. The risk of loss in shipping for returned product shall be on the Distributor. If returned product is not received by the Company’s Distribution Center, it is the responsibility of the Distributor to trace the shipment.

e) If a Distributor is returning merchandise to the Company that was returned to him or her by a personal retail customer, the product must be received by the Company within ten (10) days from the date on which the retail customer returned the merchandise to the Distributor, and must be accompanied by the sales receipt the Distributor gave to the retail customer at the time of the sale.

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 Sanctions. Violation of the Agreement (including these Policies and Procedures), violation of any common law duty, including but not limited to any applicable duty of loyalty, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Distributor that, in the sole judgment and discretion of the Company may damage the Company’s reputation or goodwill or is otherwise detrimental to the Company’s business (such act or omission need not be related to the Distributor’s Business), may result, at our discretion, in one or more of the following corrective measures:

a) Issuance of a written warning or admonition; b) Requiring the Distributor to take immediate corrective measures; c) Imposition of a fine, which may be withheld from commission checks and other

incentives; d) Loss of rights to one or more bonus and commission checks; e) The Company may withhold from a Distributor all or part of the Distributor’s

commissions and other incentives during the period that the Company is investigating any conduct allegedly violative of the Agreement. If a Distributor’s Business is canceled for disciplinary reasons, the Distributor will not be entitled to recover any commissions withheld during the investigation period;

f) Suspension of the offender’s Distributor Agreement for one or more pay periods; g) Involuntary termination of the offender’s Distributor Agreement; h) Any other measure expressly allowed within any provision of the Agreement or which

the Company deems practicable to implement and appropriate to equitably resolve injuries caused partially or exclusively by the Distributor’s policy violation or contractual breach; or

i) In situations deemed appropriate by the Company, the Company may institute legal proceedings for monetary and/or equitable relief.

ANY OF THESE ACTIONS MAY BE TAKEN IMMEDIATELY BY THE COMPANY WITHOUT PRIOR NOTICE TO THE DISTRIBUTOR, AND REGARDLESS OF WHETHER THE VIOLATION IN QUESTION WAS A FIRST OFFENSE OR A REPEATED OFFENSE. THE COMPANY SHALL NOT BE OBLIGATED TO ENGAGE IN MEDIATION AS PROVIDED IN SECTION 9.3 OR ARBITRATION AS PROVIDED IN SECTION 9.4 AS A PREREQUISITE TO DISCIPLINARY ACTION AGAINST ANY DISTRIBUTOR. 9.2 - Grievances, Complaints and Disputes.

9.2.1- Grievances and Complaints - Distributor. When a Distributor has a grievance or complaint with another Distributor regarding any practice or conduct in relationship to their respective Businesses, the complaining Distributor should report the problem in writing to the Customer Support Department at the Company. The Customer Support Department will review the facts and attempt to resolve it.

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9.2.2- Disputes – Company. When a Distributor has a dispute with the Company

arising from or relating in any way to the Agreement, the Business or the relationship between the Company and the Distributor, such claim must be brought within one year from the date of the alleged conduct giving rise to such claim and may only be brought in accordance with the mediation and arbitration provisions in Sections 9.3 and 9.4. 9.3 - Mediation. Prior to instituting any arbitration as provided in Section 9.4 below, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating in any way to the Agreement, the Business or the relationship between the Company and the Distributor through non-binding mediation. The Company shall designate the mediator. The mediator’s fees and costs, as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated fees and costs at least 10 days in advance of the mediation. Each party shall pay its own attorney fees, costs, and individual expenses associated with conducting and attending the mediation. Mediation shall be held in Dallas, Texas and shall last no more than two business days. 9.4 - Arbitration. If mediation is unsuccessful, any controversy or claim arising out of or relating in any way to the Agreement, the Business and/or the relationship between the Company and the Distributor shall be settled by binding 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. Distributors waive all rights to trial by jury or by any court. All arbitration proceedings shall be held in the City of Dallas, Texas, unless the Company designates another location. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected by the Company from the panel which the American Arbitration Association provides. The prevailing party shall be entitled to receive from the losing party 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. Notwithstanding the foregoing, nothing in the Agreement shall prevent the Company from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction or other relief available to safeguard and protect the Company’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. 9.5 - Governing Law, Jurisdiction and Venue. Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Dallas County, State of Texas. The Federal Arbitration Act shall govern all matters relating to arbitration. The laws of the State of Texas shall govern all other matters in any way related to or arising from the Agreement, the Business and/or the relationship between the Company and the Distributor.

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9.6 - Limitation on Liability. Company, its parent or affiliated companies and their respective directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “Affiliates”), shall not be liable for, and Distributors release Company and its Affiliates from, all liability arising from or relating to the promotion or operation of their Business and any activities related to it (e.g., the presentation of Company products, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify Company and its Affiliates for any claims, demands, liability, judgments, damages, fines, penalties, attorney fees, or other awards arising from any conduct that Distributors undertake in operating their Business. THE COMPANY’S AND ITS AFFILIATES MAXIMUM AGGREGATE LIABILITY TO ANY DISTRIBUTOR ARISING FROM OR IN ANY WAY RELATED TO THE AGREEMENT, THE BUSINESS AND/OR THE RELATIONSHIP BETWEEN THE COMPANY AND THE DISTRIBUTOR WILL BE STRICTLY LIMITED TO THE TOTAL AMOUNT PAID TO DISTRIBUTOR BY THE COMPANY FOR THE SIX (6) MONTH PERIOD OCCURRING IMMEDIATELY PRIOR TO THE INCIDENT THAT GAVE RISE TO SUCH LIABILITY, BUT SPECIFICALLY EXCLUDING FROM SUCH TOTAL AMOUNT ANY ONE TIME BONUSES OR REWARDS PAID (OR PAYABLE) DURING SUCH SIX (6) MONTH PERIOD. IN NO EVENT, WILL THE COMPANY OR ITS AFFILIATES BE LIABLE TO ANY DISTRIBUTOR FOR ANY LOST REVENUE, LOST PROFITS, INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INTERRUPTION OF DISTRIBUTOR’S BUSINESS, ANY OTHER ECONOMIC ADVANTAGE OR COST OF COVER INCURRED BY THE DISTRIBUTOR ARISING FROM OR IN ANY WAY RELATED TO THE AGREEMENT, THE BUSINESS AND/OR THE RELATIONSHIP BETWEEN THE COMPANY AND THE DISTRIBUTOR, UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY, EVEN IF THE COMPANY OR ITS AFFILIATES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. 9.7 - No Oral, Unwritten Agreements. The Application, (including its terms and conditions), the Policies and Procedures, the Commission and Incentive Program, the business entity registration form (if applicable) and any guides, manuals or programs promulgated by the Company from time to time (all as may be amended by the Company in its sole judgment and discretion from time to time) constitute the entire agreement between the Company and Distributor concerning the Business and the subject matter of the Agreement. No oral statements or prior written material not specifically incorporated in the Agreement shall be of any force and effect, and no changes in or additions to the Agreement shall be recognized, unless made in accordance with Section 2.3. Should any of provision herein conflict, in whole or in part, with the Application (including its terms and conditions), the provisions contained in these Policies and Procedures shall prevail. SECTION 10 - PAYMENT AND SHIPPING 10.1 - Returned Checks. All checks returned by a Distributor’s bank for insufficient funds will

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be re-submitted for payment. A $25.00 returned check fee will be charged to the account of the Distributor. After receiving a returned check from a customer or a Distributor, ALL FUTURE ORDERS MUST BE PAID BY CREDIT CARD, MONEY ORDER OR CASHIER’S CHECK. ANY OUTSTANDING BALANCE OWED TO THE COMPANY BY A DISTRIBUTOR FOR NSF CHECKS AND RETURNED CHECK FEES WILL BE WITHHELD FROM SUBSEQUENT COMMISSION CHECKS OR OTHER INCENTIVES. 10.2 - Restrictions on Third Party Use of Credit Cards and Checking Account Access. A Distributor shall not permit Customers to use his or her credit card, or permit debits to his or her bank accounts, to make purchases from the Company. A Distributor shall not use a Customer’s credit card to place orders for products or services through the Distributor’s website or otherwise. Such orders must be placed by the Customer directly accessing such website or placing such orders through Customer Service. 10.3 - Sales Taxes. Distributors shall be fully responsible for collecting and remitting sales taxes, filing sales tax reports, and keeping records relative to sales taxes. Distributor shall apply for and submit to the Company a current Sales Tax Exemption Certificate and Sales Tax Registration License. Until received and accepted by the Company, the Company shall collect applicable sales taxes on all orders. Exemption from the payment of sales tax is applicable only to orders which are shipped to a state for which the proper tax exemption papers have been filed and accepted. Applicable sales taxes will be charged on orders that are drop-shipped to another state. Any sales tax exemption accepted by the Company is not retroactive. SECTION 11 - CANCELLATION 11.1 - Effect of Cancellation. So long as a Distributor remains active and complies with the terms of the Distributor Agreement, the Company shall pay commissions to such Distributor in accordance with the Commission and Incentive Program. A Distributor’s commission and other incentives constitute the entire consideration for the Distributor's efforts in generating sales and all activities related to generating sales. Following a Distributor’s non-renewal of his or her Distributor Agreement, cancellation for failure to comply with the requirements of the Certification Program, or voluntary or involuntary cancellation of his or her Distributor Agreement (all of these methods are collectively referred to as “cancellation”), the former Distributor shall have no right, title, claim or interest to any commission or incentives from the sales generated to his Customers. A DISTRIBUTOR WHOSE BUSINESS IS CANCELLED WILL LOSE ALL RIGHTS AS A DISTRIBUTOR. THIS INCLUDES THE RIGHT TO SELL OUR PRODUCTS AND SERVICES AND THE RIGHT TO RECEIVE FUTURE COMMISSIONS, INCENTIVES, OR OTHER REWARDS RESULTING FROM THE SALES TO THE FORMER DISTRIBUTOR’S CUSTOMERS. IN THE EVENT OF CANCELLATION, DISTRIBUTORS AGREE TO WAIVE ALL RIGHTS THEY MAY HAVE, INCLUDING BUT NOT LIMITED TO PROPERTY RIGHTS, COMMISSIONS OR OTHER REMUNERATION DERIVED FROM THE SALES TO THEIR FORMER CUSTOMERS.

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Following any cancellation of a Distributor’s Agreement, the former Distributor shall not hold himself or herself out as a Distributor and shall not have the right to sell our products or services. A Distributor whose Distributor Agreement is canceled shall receive commissions and bonuses only for the last full pay period he or she was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation). The Company reserves the right to terminate all Distributor Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity; or (3) terminate distribution of its products via direct selling. 11.2 - Cancellation Due to Failure to Remain Certified. If a Distributor does not remain “certified” under the terms of the Certification Program, his or her Distributor Agreement shall be canceled. 11.3 - Involuntary Cancellation. A Distributor’s violation of any of the terms of the Agreement, including any amendments that may be made by the Company in its sole judgment and discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary cancellation of his or her Distributor Agreement. In addition, in the event a Distributor files a lawsuit or seeks legal recourse against the Company or its Affiliates in any State, Federal or international court (including class action certification or proceedings) whether or not related to the Agreement or the Business, Company may cancel his or her Distributor Agreement. Any such cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered to an express courier for delivery to the Distributor’s last known address (or fax number), or to his/her attorney, or when the Distributor receives actual notice of cancellation, whichever occurs first. 11.4 - Voluntary Cancellation. A participant in our distribution network has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address. The written notice must include the Distributor’s signature, printed name, address, and Distributor I.D. Number. The Company reserves the right to combine our distributor network with any other division or organization maintained by the Company or its parent or Affiliates. 11.5 - Non-renewal. A Distributor may also voluntarily cancel his or her Distributor Agreement by failing to renew the Agreement on its anniversary date. The Company may also elect not to renew a Distributor's Agreement upon its anniversary date or by failure to maintain his utsstatus as a certified activTek distribution under the Certification Program. 11.6 - 60 Day Cancellation Right. Company reserves the right in it sole judgment and discretion to cancel the Agreement within sixty (60) of submission of the Application to Company. Fulfillment of any orders placed by you, payment of any commission or other incentives to you, or any other action taken by the Company shall not be deemed a waiver of this right of cancellation. Company may cancel your Agreement by notifying you by e-mail, denying access to your back office or other means established by the Company at any time and for any reason during this 60 day period.

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SECTION 12 - CERTAIN DEFINITIONS Affiliate — The term “Affiliate” shall have the meaning set forth in Section 9.6 Agreement — The contract between the Company and each Distributor includes the Application, the Policies and Procedures, the Commission and Incentive Program, the business entity registration form (where appropriate), and any guides, manuals or programs, if any, (e.g. Certification Program) that the Company may promulgate from time to time, all in their current form and as amended by the Company in its sole judgment and discretion. These documents are collectively referred to as the “Agreement.” Application — The activTek Environmental Distributor Application. Cancel — The termination of a Distributor’s Business. Cancellation may be either voluntary, involuntary, through non-renewal or failure to remain “certified” under our Certification Program. Certification Program — The training program established by activTek (as amended, modified and/or supplemented from time to time) that all Distributors are required to complete each year in order to (i) maintain their status as a certified activTek distributor and (ii) be permitted to sell our products. Such program may include one or more modules, and may require in person “classroom” attendance at Company facilities, as well as online training. Commission and Incentive Program — The plan or program established by the Company (and as amended at any time and from time to time by the Company in its sole judgment and discretion) for Distributors to earn compensation, incentives and other rewards in connection with the operation of their Business. Customer — An individual or entity who purchases our products from a Distributor. Immediate Household — Heads of household and dependent family members residing in the same house. Official Literature or Official Material — Literature, audio or video tapes, and other materials developed, printed, published and distributed by the Company to Distributors. Recruit —The term “recruit” means the actual or attempted sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another Distributor or Customer to enroll or participate in another direct sales opportunity. Except in California, the foregoing conduct constitutes recruiting even if the Distributor’s actions are in response to an inquiry by another Distributor or Customer. 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) they are in a condition such that it is a commercially reasonable practice

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within the trade to sell the merchandise at full price; 4) they are returned to the Company within one year from the date of purchase; and 5) the product contains current Company labeling. Any merchandise that is clearly identified at the time of sale as nonreturnable, discontinued, or as a seasonal item, shall not be Resalable.