INDEPENDENT DISTRIBUTOR AGREEMENT

As an independent distributor, I understand and agree that:

1. I am of legal age in the state in which I enter this Agreement.
2. Distributors Sell Company Products and Services - I shall become a Company distributor, upon acceptance of this Application by the Company. As a distributor, I shall have the right to sell the services and products offered by the Company, in accordance with the Company's marketing program and Statement of Policies and Procedures, which may be amended and changed from time to time. I shall at all times use my best efforts and reasonable diligence to market, promote and sell the Company's services and products.
3. Program Amendments - Upon notification to distributors, the Company, at its discretion, may amend the marketing and/or compensation plans, product pricing, Statement of Policies and Procedures, etc.
4. Rules, Policies and Procedures Review and Acknowledgement - I have carefully reviewed the Company's marketing and compensation plan, rules and regulations, and policies and procedures, and acknowledge that they are incorporated as part of this Agreement, in their present form and as modified from time to time by the Company.
5. Agreement Term - The term of the Company Distributorship Agreement is perpetual and shall continue in effect until terminated in writing either by myself or by the Company at any any time, with or without cause.
6. Distributor Cancellation of Participation - I understand I am entitled to cancel this Agreement at any time and for any reason with written notice to the Company. With proper notification of cancellation and termination, Nature's Pearl Corporation will repurchase marketing packages and product purchased, within (7) working days of purchase. Refunds will comply with the Company's current statement of Policies and Procedures concerning returns and refunds.
7. Independent Contractor Status - Upon acceptance of this Application by the Company, I will be an independent contractor responsible for my own business and not an employee of the Company. I will not be treated as an employee in regard to any laws covering employees, including but not limited to the Federal Insurance contributions Act, the Social Security Act, the Federal Unemployment Tax Act, and income tax withholding at source or for any federal or state tax laws. It is my responsibility to pay self employment, state and federal income taxes, as required by law.
8. Use of Trade Name and Trademark - I will not use the Company's trade name and/or trademark, except in the advertising provided to me by the Company, or in other advertising without prior written approval by the Company.
9. Sponsor and Enroller Responsibilities - Any distributor, who sponsors other distributors, must fulfill the obligation of performing a bona fide supervisory, distributing and selling function in the sale or delivery of product to the ultimate consumer and in the training of those sponsored. Distributor must have ongoing contact, communication and management supervision with his or her sales organization. Distributors should be able to provide evidence to the Company of ongoing fulfillment of sponsor responsibilities. If a distributor is an Enroller, entitled to Enroller bonuses, then the Enroller is obligated to the same responsibilities of supervisory, communication and training activities with respect to distributors he or she has enrolled, irrespective of whether the Enroller is also the Sponsor of those distributors.
10. Nonparticipant and Personal Use Sales and Inventory Loading - The company's program is built upon retail sales to the ultimate consumer. The company also recognizes that distributors may wish to purchase product or service in reasonable amounts for their own personal or family use. For this reason, a retail sale for bonus purposes shall include sales to nonparticipants, as well as sales to distributors for personal or family use, which are not made for purposes of qualification or advancement. It is company policy, however, to strictly prohibit the purchase of product or large quantities of inventory, in unreasonable amounts, solely for the purpose of qualifying for bonuses or advancement in the marketing program. Distributors may not inventory load nor encourage others in the program to load up on inventory. Distributors must fulfill published personal and downline retail sales requirements, including requisite retail sales to nonparticipants, as well as supervisory responsibilities, to qualify for bonuses, overrides or advancements.
11. Independent Distributor Definitions and Responsibilities - The distributor acknowledges that distributor is a wholly independent distributor who establishes and services retail customers for Company products as an independent contractor. The position of distributor does not constitute either a sale of a franchise or a distributorship, and absolutely no fees have been or will be required from the distributor for the right to distribute the Company's products pursuant to this Agreement. This Agreement is not intended and shall not be construed to create a relationship of employer employee, agency, partnership, or joint venture between any distributor, sponsor and/or the Company. As an independent contractor, the distributor shall:
1. Abide by any and all federal, state, county and local laws, rules and regulations pertaining to this Agreement and/or the acquisition, receipt, holding, selling, distributing or advertising of Company products.
2. At the distributor's own expense, make, execute or file all such reports and obtain such licenses as are required by law or public authority, with respect to this Agreement and/or the receipt, holding, selling, distributing or advertising of Company products.
3. Be solely responsible for declaration and payment of all local, state and federal taxes as may accrue because of the distributor's activities in connection with this Agreement.
4. Provide a W-9 to the Company.
12. No Purchase or Investment - No purchase or investment is necessary to become a Company distributor other than the purchase of a distributor marketing package, which is sold "at Company cost." Depending on State of Distributor, this may vary.
13. Distributor Termination - The Company may immediately terminate a distributor who discredits the Company's name, violates any requirement contained in this Agreement, Company Policy and Procedures, or training manuals, or misrepresents the Company's products or business opportunity by making claims contrary to the Company's product literature and labels.
14. Prohibition of Sales or Promotion on Unauthorized Internet Sites - Except with written authorization from the Company, a distributor may not sell nor promote Company products on unauthorized internet sites of any kind, including, but not limited to auction sites such as eBay, nor internet shopping sites, nor internet malls. Product promotion, display or sales on any unauthorized internet site is prohibited. Also prohibited is any mention or discussion or promotion of a distributor's "authorized status" as a Nature's Pearl distributor on any internet site not specifically authorized by the Company. Nature's Pearl has adopted a "zero tolerance" policy to any and all violations regarding the Company internet "prohibition" policies. The above prohibitions, however, do not preclude a distributor from sending e-mails or other electronic solicitations, consistent with Company Policies, in a distributor's customary or typical effort to sell Nature's Pearl products. A distributor may also state his or her status as an "Independent Distributor" and display the URL of one's own replicated Nature's Pearl web site on the distributor's personalized Face Book or My Space page, but this does not include the display of any Nature's Pearl product images, information or formal advertising or promotion of marketing and compensation opportunities.
15. Entire Agreement - This Agreement constitutes the entire agreement between the distributor and Company and no other additional promises, representations, guaranties or agreements of any kind shall be valid, unless in writing.
16. Applicable Law - This Agreement shall be governed by the laws of the state of North Carolina, and all claims, disputes and other matters between the parties of this Agreement shall be brought in Forsyth or Davie County Court, in Advance, North Carolina.
17. Section Headings - The insertion of headings and the division of this Agreement into sections are for convenience and reference purposes only and shall not affect the interpretation of this Agreement.
18. Acknowledgement - I acknowledge that I have read and understand and agree to the terms set forth in this Agreement and the Policy and Procedures.
19. Acceptance - This Agreement is not in force until accepted by the Company.