The Independent Affiliate ("IA") Application, IA Agreement, and the IA Marketing Plan (collectively the "Agreement") explain and govern the relationship between each IA and MyNet Universe, Inc. (the "COMPANY"). Each IA is required to read, understand, and comply with all terms and conditions of the Agreement. The Agreement shall constitute the entire understanding of the parties with respect to the subject matters covered in it.

A. Legal Age. Any individual who is of legal age and residing in a country where COMPANY is currently doing business is eligible to become an IA.

B. ID Number. An IA Identification Number is to be inserted on the Application. This number should be either the Individual's Social Security Number, a Federal Tax Identification Number, if applying as a business, or a government I.D., such as a passport number. Incorrect Tax I.D. Numbers can result in a $100 fine and/or termination.

C. Legal Entity. If an Applicant is a corporation, partnership or other legal entity, all shareholder(s) of the corporate Applicant, all partner(s) of the partnership or all owners of the legal entity applicant must agree to the IA Application, a list of the names of each shareholder of the corporate Applicant, each partner of the partnership Applicant, or each owner if another legal entity must accompany the IA Application. All legal documentation should be submitted with the Application, including but not limited to, articles of incorporation or organization, partnership agreements, regulations, charters, licenses, shareholder agreements, partnership agreements, and other pertinent legal information. The IA Application can be rejected without such documentation.

D. Change of Enrollers. IAs wishing to change enrollers can do so only by resigning and then waiting one (1) year before rejoining with a new enroller without his/her original sales organization.

A. Death. Upon the death of an IA, the rights and responsibilities of the IA are passed on to the rightful heir(s) as determined by a court of competent jurisdiction. The heir(s) must also confirm in writing within ninety (90) days that he or she shall be bound by the terms and conditions of the Agreement.

B. Divorce. Upon divorce, COMPANY must be notified as to which former spouse will assume ownership of the IA as determined by a court of competent jurisdiction. A change in the ownership of the IA position will not take place until COMPANY receives a copy of the divorce documentation. Should the party who does not assume ownership of the IA position desire to remain an IA; he/she may do so by submitting a new IA Application at the time the divorce documentation is submitted to COMPANY. He/she shall then be entered as a new IA under the original enroller.

C. Marriage. If two (2) existing IAs marry, they may maintain their separate IA positions.

D. Dissolution of Corporate or Partnership IA POSITION. Upon the dissolution of a corporation or termination of a partnership which owns the IA POSITION, the ownership of the IA POSITION will be transferred pursuant to the agreement among the shareholders or partners or upon order of a court of competent jurisdiction upon written notification to COMPANY. If one or more of the partners or shareholders in an IA POSITION terminates his/her on-going relationship with COMPANY by leaving the partnership or disposing of his/her share of equity holdings, such parties, including the departing party, shall continue to be bound by the terms of the IA Agreement. If a dispute arises over the disposition of the partnership interest, or assets, or share holdings or corporate assets, or the income from the IA POSITION, COMPANY may suspend the IA POSITION and hold all commissions until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction.

E. Sale of an IA POSITION

An IA POSITION or any rights, direct or indirect, relating to an IA POSITION may not be sold or otherwise transferred by the IA without prior written approval from COMPANY, in its sole and absolute discretion. No sale will be approved unless it includes a covenant by the seller not to solicit his/her prior Group of IAs for at least six (6) months after the effective date of the sale.

An IA POSITION or any right thereto which is under suspension, on probation, or subject to any disciplinary action or any investigation by or on behalf of COMPANY, may not be sold or otherwise transferred while such condition continues.
The Purchase and Sale Agreement must include a provision in which the parties agree upon the ownership of the inventory of the IA POSITION upon the sale. COMPANY shall not grant a refund on inventory from a person who sold his/her interest in an

IA POSITION.

The seller may not reapply or purchase another COMPANY IA POSITION for a period of twelve (12) months, either as an individual, partnership or corporation or other legal entity.

The purchaser of an IA POSITION shall be responsible for all acts or omissions of the seller in contravention of the Agreement for a period of six (6) months after the date of the sale or transfer. For purposes of this provision, the seller will be required to continue to comply with all post-termination obligations of the Agreement.

F. Mergers; Addition of Co-IAs, Partners, Shareholders and/or Owners. Mergers will be permitted only between enroller and its first level. COMPANY reserves the right in its sole and absolute discretion to approve or disapprove any proposed merger or admission of Co-IAs, partners, shareholders or other owners. The admission of a Co-IA, partner, shareholder or other owner must create a bona fide business relationship and must not involve the addition of inactive persons or of entities or other persons or entities which "pass through" income to others.

G. Withdrawal or Removal of Co-IAs, Partners and/or Owners. If a Co-IA, Partner or Owner is removed or withdrawn from the IA POSITION, the remaining IA POSITION shall be responsible for all acts or omissions in contravention of the Agreements, of those who have left the IA POSITION, for a period of six (6) months after the date of the departure of the Co-IA, Partner, or Owner for purposes of this provision, the seller will be required to continue to comply with all terms post-termination obligations of the Agreement.

H. Name Change. An IA may change the operating name of the IA POSITION by forwarding written notification to COMPANY. COMPANY reserves the right to request the Articles of Incorporation of a corporation or Partnership Agreement of a partnership, or any amendments pertaining thereto, as well as any other relevant documents as well as any other corporate or partnership documentation relating to ownership or control.

I. Changing Enrollers. Except as set forth in Section 2 D, changing Enrollers is not allowed. IA marketing is a business built upon sales of products for consumption and upon the creation of relationships. Once an IA is sponsored, COMPANY believes in protecting this relationship to the fullest extent possible.

A. Taxes. All IAs are personally responsible for all taxes due on any earnings from COMPANY or on sales proceeds or earnings from selling COMPANY'S products. COMPANY will provide a record of any and all moneys paid by COMPANY to each IA and will issue and file such reports to governmental agencies or others as may be required by law. IAs will not be treated as an employee of COMPANY for federal or state tax purposes.

A. Enroller. Every IA must have an enroller. Each new prospect has the right to choose his/her own enroller. An IA shall not unduly influence or in any way entice prospects with representations as to possible income or business development, or payment of any compensation by an IA.

B. Dispute. COMPANY recognizes the enroller as the IA shown on the first entered original IA completed, dated, and electronically completed and entered into COMPANY'S computer system.

IAs are not required to purchase.

Trademarks/Service Marks. IAs shall not advertise COMPANY'S product or business opportunity in any way other than by use of authorized advertising or promotional materials made available to the IA by COMPANY.

A. IAs are prohibited from using COMPANY'S trademarks, service marks, trade names, slogans, symbols, and color schemes in advertising in a manner that would suggest or imply that they are employed by or are agents of COMPANY. All advertisements must provide the name of an Independent Affiliate only. IAs shall not make any representations as to potential income to be received by a prospective IA.

B. No Reproduction. All COMPANY materials, whether printed, on film or produced by audio or video recording are copyrighted and may not be reproduced in whole or in part by IAs or any other person unless authorized in writing by COMPANY.

C. No Distribution. IAs may not produce, use or distribute any information relative to the contents, characteristics, or properties of COMPANY'S products which has not been provided directly by COMPANY. This includes but is not limited to print, audio or online media.

D. Deceptive Materials. IAs may not produce, sell or distribute literature, films, audio recordings or video recordings which are deceptively similar in nature to those produced, published, and provided by COMPANY for its IAs. An IA may not purchase, sell, or distribute non-COMPANY materials that imply or suggest that said materials originate from COMPANY.

E.  Approved Vendors. Any and all support materials, e.g. promotional and premium items are to be sold and/or distributed only by COMPANY or COMPANY approved vendors.

F. Telephone Use. IAs may not answer the telephone and/or use any telephonic message device in a way that would represent or imply that they are employed by or are agents of COMPANY.

G.  Listing of Name. IAs may be listed in telephone directories white or yellow pages as follows:
"Smith, Jane and John, MyNet Universe, Inc.
Independent Business IAs, Address and/or Telephone Number"

H. 800 Numbers. An IA may list any 1-800 number under the name of his/her IA POSITION, as an IA, and must not represent that he/she is employed by, or is an agent of COMPANY.

I.  Further Restrictions. COMPANY prohibits the use of its trademarks, service marks, trade names, slogans or symbols or any of its product trade names or any copyrighted materials through telephonic devices, including computer networks, facsimile machines or other automatic calling devices for the purpose of soliciting potential IAs or customers.

J. Media Opportunities. Media opportunities are not individual sales opportunities. All media opportunities must be referred to COMPANY'S IA Relations department. IAs must not have any contact with the media unless prior written authorization is received from COMPANY.

K. Donations. IAs are permitted to make personal donations of product or funds to an organization or program provided they do not represent the donation as being from COMPANY.

L. Media Coverage. Donations may not be made for the purpose of soliciting media coverage. If the media solicits coverage of an event, COMPANY'S IA Relations department must be notified immediately to review the media opportunity.

M. Business Cards. An IA may order business cards using the sample provided on the IA Training Site. If an IA’s relationship with COMPANY has terminated, he/she must immediately cease using and destroy all business cards utilizing COMPANY trademarks, trade names, services marks, logos or color schemes.

N. Repackaging. IAs may not re-label, repackage, or modify COMPANY'S products in any way.

O. No Endorsements. No endorsements by a COMPANY officer or administrator or third parties may be asserted, except as expressly communicated in COMPANY literature and communications. Federal and state regulatory agencies do not approve or endorse direct selling programs. Therefore, IAs may not represent or imply, directly or indirectly, that COMPANY'S programs, products or services have been approved or endorsed by any governmental agency.

P. Internet Policy. IAs may not advertise or promote their IA business or COMPANY'S business, products or marketing plan or use COMPANY'S name in any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval of COMPANY, which approval may be withheld at its sole discretion. If written approval is given, IAs must abide by the guidelines set forth by COMPANY, including but not limited to the following: (i) IAs shall not make offers or solicitations in the guise of research, surveys or informal communication, when the real intent is to sell products or services or sponsor IAs; (ii) IAs operating on-line websites, whether or not they collect personal information from individual consumers, shall disclose to the consumer in a prominent place on the website how the consumer information will be used; (iii) IAs sharing personal information collected on-line should provide individual consumers with an opportunity to prohibit the dissemination of such information, and if any consumer requests that his or her personal information not be shared, IAs shall refrain from sharing such information; (iv) IAs shall provide individual consumers the option to terminate any further communication between the IAs and the consumer and if any consumer requests that an IA cease communication, the IA should immediately stop communicating upon such request; (v) IAs must abide by all laws and regulations regarding electronic communications; (vi) IAs may not distribute content by use of distribution lists or to any person who has not given specific permission to be included in such a process; spamming or distribution of chain letters or junk mail is not allowed; (vii) IAs may not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or which could otherwise give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; and (viii) IAs may not send bulk unsolicited e-mails to persons who have not requested information.  Spam is strictly prohibited.

A. Cooling-Off Laws. Federal law grants a buyer the right to cancel certain sales without penalty prior to midnight of the third business day after the transaction. This rule covers retail consumer sales of $25 or more that occur away from the seller's main office. COMPANY'S online sales order form contains all legally required notices. In addition, IA's site informs the buyer of the 30 day right to cancel at the time the buyer purchases the goods.

B. Other States. The following only applies to IAs who are residents of Georgia, Louisiana, Maryland, Massachusetts, Wyoming and any other state that may require the following:

An IA in this IA Marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to COMPANY at its principal business address.

If an IA has purchased products from COMPANY or paid for administrative services during the term of Agreement, COMPANY shall repurchase all unencumbered products, literature and sales aids which are in reasonably resalable or reusable condition. (For residents in Maryland, COMPANY'S obligation to repurchase is only for three (3) months after receipt of unopened goods which are to be returned.) Such repurchase shall be at a price not less than 90 percent (90%) of the original net cost to the IA returning the items. Original net cost shall mean the amount paid for the items less any consideration received by the IA for sales of the items being returned made by or through the IA. Items are deemed "resalable or reusable" if they are returned in unused, commercially resalable condition upon return, and items no longer marketed must be returned within one (1) year of discontinuance unless COMPANY informs the IA of such discontinuance prior to purchase.

A. Disciplinary Sanctions. Violation of the Agreement, fraudulent, deceptive or unethical business conduct by any IA may result, at COMPANY'S discretion, in one or more of the following corrective measures:

1. Issuance of a written warning or admonition;

2. Requiring the IA to take immediate corrective measures;

3. Imposition of a fine, which may be withheld from commission checks;

4. Loss of rights to one or more commission checks;

5. Any other measure which COMPANY deems practicable to implement to equitably resolve injuries caused partially or exclusively by the IA's policy violation or contractual breach.

6. Suspension of the individual's IA POSITION for one or more pay periods;

7. Involuntary cancellation of the offending IA POSITION;

8. Immediate removal of the IA's web site(s);

9. Any other measures expressly allowed within any provision of the Agreement or allowed by law;

The IA is only entitled to a commission if he or she is not violation of the Agreement.

B. Reconsideration. In the event an IA is terminated and desires for his or her termination to be reconsidered, COMPANY must receive the request for reconsideration in writing within 15 days from the date of notice of termination. If no request for reconsideration is received within the 15 day period, the termination will automatically be deemed final. If an IA files a timely notice of request for reconsideration, COMPANY will review the request for reconsideration and notify the IA and the Ethics Committee of its decision within 10 days after receipt of the request for reconsideration. The decision of COMPANY will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice. The Ethics Committee will consist of officers of the COMPANY and at times, as determined in COMPANY'S sole discretion, other IAs selected by COMPANY.

C. Grievances and Complaints. When an IA has a grievance or complaint with another IA regarding any practice or conduct in relationship to their respective COMPANY businesses, the complaining IA should first report problem to his or her Enroller who should review the matter. If the matter cannot be resolved it must be reported in writing to the IA Services Department at COMPANY. COMPANY will review the facts and resolve it.

D. Cost Effective Dispute Resolution/Waiver of Jury Trial.

1. If a dispute arises relating to any relationship between or among COMPANY, its Officers, Employees, IAs, Direct or Preferred Customers, or vendors or arising out of any products or services provided by COMPANY, it is expected that the parties will attempt in good faith to resolve any such dispute in amicable and mutually satisfactory manner.

In the event such efforts are unsuccessful, either Party may serve a notice of mediation on the other Party. Notice of Mediation shall be personally delivered or sent by prepaid registered airmail or air courier, and shall be effective on receipt thereof by the Party to whom it is addressed. Proof of receipt shall be a receipt signed by an officer or responsible official of the Party to whom it is addressed. The Notice of Mediation shall be dated, and without prejudice to any right under the Rules permitting subsequent modifications, shall specify the claims issues that are to be addressed in the mediation.

If differences cannot be resolved by mediation, the Parties agree that, in order to promote to the fullest extent reasonable possible a mutually amicable resolution of the dispute in a timely, efficient and cost-effective manner, they will waive their respective rights to a trial by jury and settle their dispute by submitting the controversy to arbitration in accordance with the commercial rules of the American Arbitration Association ("A.A.A."), except that all Parties shall be entitled to all discovery rights allowed under the Federal Rules of Civil Procedure as those rules exist in the United States Federal Court for the District of Texas.

The Arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. 1 et al, and the judgment upon the award rendered by the arbitrator may be entered by a court of competent jurisdiction thereof. If an IA files a claim or counterclaim against COMPANY, he or she may only do so on an individual basis through arbitration and not with any other IA or as part of a class or consolidated action. Any substantive or procedural rights other than the enforceability of the arbitration agreement shall be governed by Texas law, without regard to Texas ' conflict of law principles.

The Parties further expressly agree (a) the arbitrator shall only reach his or her decision by applying strict rules of law to the facts; (b) the arbitration shall be conducted in the English language, in Dallas, Texas; (c) the Party in whose favor the arbitration, including, but not limited to, attorneys' fees and the cost and expense of administrating the arbitration proceedings, as well as any costs and attorneys' fees incurred in executing on or enforcing the arbitration award; and (d) the arbitral award shall be issued in Dallas, Texas, U.S.A.

Except as provided in this Section 20, no Party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter shall have been submitted and determined as provided herein and then only for the enforcement of such arbitration award. Provided that, not withstanding this dispute resolution policy, either Party may apply to a court of competent jurisdiction in Dallas, Texas, to seek injunctive relief before or after the pendency of any arbitration proceeding. The institution of any action for injunctive relief shall not constitute a waiver of the right or obligation of any party to submit any claim seeking relief other than injunctive relief.

Not withstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity, use or registration of any mark, copyright, or other intellectual property or proprietary or confidential information of COMPANY without COMPANY'S prior written consent. COMPANY may seek any applicable remedy in any applicable forum with respect to these disputes and with respect to money owing to COMPANY. In addition to monetary damages, COMPANY may obtain injunctive relief against an IA for any violation of the Agreement or misuse of COMPANY'S trademarks, copyrights or confidential information.

Nothing in this rule shall prevent COMPANY from terminating the Agreement or from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available to safeguard and protect COMPANY'S interests prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding.
Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Policies or Procedures, Marketing Plan or the Agreement.

E. Governing Law, Jurisdiction and Venue. Sole and exclusive jurisdiction and venue of any matter shall reside in Dallas, Dallas County, State of Texas, except to the extent invoking the jurisdiction of another court is necessary to enforce any judgment or order entered by the arbitrator or court located in Dallas, Texas. Judgment upon the award may be entered by the United States Federal District Court of appropriate County Superior Court located in the State of Texas or application may be made to such court for the judicial acceptance of the award and order of enforcement, as the case may be if the Arbitrator's award or decision is not complied with within seven (7) days of the Arbitrator's decision, except as expressly set forth herein. Except as set forth herein, Arbitration shall be the sole and exclusive procedure for resolution of disputes between the parties, including any disputes that might arise after termination of this Agreement.