policies_procedures

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GeneWize Life Sciences, Inc. STATEMENT OF POLICIES

And PROCEDURES

Effective Version: 10.02.09 TABLE OF CONTENTS CORPORATE MISSION STATEMENT ..................................................................................................................4

THE COMPANY - CODE OF ETHICS ....................................................................................................................4

SECTION 1 - INTRODUCTION................................................................................................................................4

1.1 - POLICIES AND COMPENSATION PLAN INCORPORATED INTO AFFILIATE AGREEMENT...........................................41.2 - PURPOSE OF POLICIES..........................................................................................................................................51.3 - CHANGES TO THE AGREEMENT............................................................................................................................51.4 - DELAYS ...............................................................................................................................................................61.5 - POLICIES AND PROVISIONS SEVERABLE...............................................................................................................61.6 - WAIVER...............................................................................................................................................................6

SECTION 2 - BECOMING AN AFFILIATE............................................................................................................7

2.1 - REQUIREMENTS TO BECOME AN AFFILIATE .....................................................................................................72.2 - NO PRODUCT PURCHASE REQUIRED.....................................................................................................................72.3 - AFFILIATE BENEFITS .......................................................................................................................................72.4 - GENERAL RESPONSIBILITIES OF AN AFFILIATE ................................................................................................82.5 - TERM AND ANNUAL RENEWAL OF YOUR GENEWIZE LIFE SCIENCES BUSINESS ..................................................8 2.6 - TALENT RELEASE ................................................................................................................................................9

SECTION 3 - OPERATING A GENEWIZE LIFE SCIENCES BUSINESS.........................................................9

3.1 - ADHERENCE TO THE GENEWIZE LIFE SCIENCES MARKETING AND COMPENSATION PLAN.................................93.2 - ADVERTISING .....................................................................................................................................................9

General.............................................................................................................................................................10 3.3 - AFFILIATE WEB SITES ....................................................................................................................................103.4 - BLOGS, CHAT ROOMS, SOCIAL NETWORKS, ONLINE AUCTIONS, AND OTHER ONLINE FORUMS...........................113.5 - DOMAIN NAMES AND EMAIL ADDRESSES...........................................................................................................113.6 - RECORDINGS .....................................................................................................................................................113.7 - TRADEMARKS AND COPYRIGHTS.......................................................................................................................113.8 - MEDIA AND MEDIA INQUIRIES ...........................................................................................................................123.9 - EMAIL COMMUNICATIONS - UNSOLICITED EMAIL - TEXTING .............................................................................133.10 - UNSOLICITED FAXES/ PHONE CALLS ................................................................................................................14 3.11 - COMPENSATION PLAN MANIPULATION PROHIBITED ........................................................................................143.12 - BUSINESS ENTITIES..........................................................................................................................................153.13 - CHANGES TO A BUSINESS ENTITY ....................................................................................................................153.14 - CHANGE OF SPONSOR ......................................................................................................................................163.15 - CANCELLATION AND REAPPLICATION .............................................................................................................163.16 - INDEMNIFICATION FOR UNAUTHORIZED CLAIMS.............................................................................................173.17 - PRODUCT CLAIMS............................................................................................................................................173.18 - INCOME CLAIMS OR LIFESTYLE CLAIMS ..........................................................................................................173.19 - INCOME DISCLOSURE STATEMENT (AVAILABLE 4TH QUARTER 2009) .............................................................183.20 - COMMERCIAL/RETAIL OUTLETS ......................................................................................................................193.21 - TRADE SHOWS, EXPOSITIONS, AND OTHER SALES FORUMS..............................................................................193.22 - CONFLICTS OF INTEREST .................................................................................................................................19

Sale of Competing Goods or Services...........................................................................................................20 AFFILIATE Participation in Other Direct Selling Programs ......................................................................20

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Downline Activity (Genealogy) Reports ........................................................................................................203.23 - TARGETING OTHER DIRECT SELLERS ...............................................................................................................213.24 - CROSS-SPONSORING ........................................................................................................................................22

Speakers .........................................................................................................................................................223.25 - ERRORS OR QUESTIONS ...................................................................................................................................223.26 - GOVERNMENTAL APPROVAL OR ENDORSEMENT .............................................................................................223.27 - HOLDING APPLICATIONS OR ORDERS...............................................................................................................233.28 - IDENTIFICATION ..............................................................................................................................................233.29 - INCOME TAXES................................................................................................................................................233.30 - INDEPENDENT CONTRACTOR STATUS ..............................................................................................................233.31 - AFFILIATE'S NAME...........................................................................................................................................24 3.32 - INSURANCE .....................................................................................................................................................243.33 - INTERNATIONAL MARKETING..........................................................................................................................243.34 - INVENTORY LOADING......................................................................................................................................253.35 - ADHERENCE TO LAWS AND ORDINANCES ........................................................................................................253.36 - CONFIDENTIALITY...........................................................................................................................................25

SECTION 4 - REQUIREMENTS .............................................................................................................................26

4.1 - MINORS .............................................................................................................................................................264.2 - ONE BUSINESS INTEREST PER PERSON ...............................................................................................................27 ACTIONS OF HOUSEHOLD MEMBERS OR AFFILIATES INDIVIDUALS ......................................................................274.3 - MARRIAGE.........................................................................................................................................................274.4 - DIVORCE OR DISSOLUTION ................................................................................................................................274.5 - REQUESTS FOR RECORDS...................................................................................................................................284.6 - SALE, TRANSFER, OR ASSIGNMENT OF YOUR BUSINESS ....................................................................................28 4.7 - SEPARATION OF AN AFFILIATE'S BUSINESS .......................................................................................................29 4.8 - SPONSORING AND ENROLLING ..........................................................................................................................30 4.9 - SUCCESSION UPON DEATH OR INCAPACITATION ...............................................................................................31 4.10 - TRANSFER UPON DEATH OF AN AFFILIATE.......................................................................................................314.11 - TRANSFER UPON INCAPACITATION OF AN AFFILIATE.......................................................................................314.12 - TELEMARKETING TECHNIQUES........................................................................................................................314.13 - USE OF THE GENEWIZE LIFE SCIENCES VOICE MAIL SYSTEM..........................................................................33

SECTION 5 - ONGOING RESPONSIBILITIES OF AFFILIATES ....................................................................33

5.1 - CHANGE OF ADDRESS OR TELEPHONE ...............................................................................................................335.2 - CONTINUING DEVELOPMENT OBLIGATIONS.......................................................................................................33

Ongoing Training.............................................................................................................................................33 Increased Training Responsibilities.................................................................................................................34 Ongoing Sales Responsibilities .........................................................................................................................34

5.3 - NONDISPARAGEMENT........................................................................................................................................345.4 - PROVIDING DOCUMENTATION TO APPLICANTS..................................................................................................345.5 - REPORTING POLICY VIOLATIONS .......................................................................................................................345.6 - VENDOR CONFIDENTIALITY/COMMUNICATIONS................................................................................................35

SECTION 6 - SALES REQUIREMENTS AND PRODUCT GUARANTEE ......................................................35

6.1 - PRODUCT SALES ................................................................................................................................................356.2 - NO TERRITORY RESTRICTIONS...........................................................................................................................356.3 - SALES RECEIPTS ................................................................................................................................................35

SECTION 7 - BONUSES AND COMMISSIONS ...................................................................................................36

7.1 - BONUS AND COMMISSION QUALIFICATIONS ......................................................................................................367.2 - ADJUSTMENT FOR RETURNED PRODUCTS AND CANCELLED SERVICES ..............................................................36

Other Deductions .............................................................................................................................................367.3 - REPORTS............................................................................................................................................................36

SECTION 8 - REFUNDS ...........................................................................................................................................37

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8.1 - RETURN POLICY AND LIFEMAP PRODUCTS GUARANTEE FOR ALL AFFILIATES...................................................378.2 - BUY BACK OF INVENTORY AND SALES AIDS UPON CANCELLATION ...................................................................388.3 - BUY BACKS FOR RESIDENTS OF CERTAIN STATES ..............................................................................................388.4 - OTHER STATE AND FEDERAL REQUIREMENTS....................................................................................................38 8.5 - PROCEDURES FOR ALL RETURNS.......................................................................................................................38 8.6 - CHARGE BACKS AND DISPUTES .........................................................................................................................39

SECTION 9 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS...........................................40

9.1 - DISCIPLINARY SANCTIONS.................................................................................................................................409.2 - GRIEVANCES AND COMPLAINTS ........................................................................................................................419.3 - INFORMAL INVESTIGATION AND DISPOSITION PROCEDURE ...............................................................................419.4 - DISPUTE RESOLUTION BOARD............................................................................................................................42 9.5 - MEDIATION .......................................................................................................................................................429.5 - ARBITRATION....................................................................................................................................................439.6 - GOVERNING LAW, JURISDICTION, AND VENUE...................................................................................................43

SECTION 10 - PAYMENT AND SHIPPING..........................................................................................................44

10.1 - RETURNED CHECKS .........................................................................................................................................4410.2 - RESTRICTIONS ON THIRD PARTY USE OF CREDIT CARDS AND CHECKING ACCOUNT ACCESS ............................4410.3 - SALES TAXES...................................................................................................................................................44

SECTION 11 - INACTIVITY, RECLASSIFICATION, AND CANCELLATION .............................................44

11.1 - EFFECT OF CANCELLATION..............................................................................................................................4411.2 - RECLASSIFICATION DUE TO INACTIVITY..........................................................................................................4511.3 - INVOLUNTARY CANCELLATION.......................................................................................................................4511.4 - VOLUNTARY CANCELLATION ..........................................................................................................................4611.5 - NONRENEWAL .................................................................................................................................................46

SECTION 12 - DEFINITIONS..................................................................................................................................46

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CORPORATE MISSION STATEMENT

The GeneWize™ Life Sciences vision is to be the world’s leading provider of scientifically supported, personalized health, beauty, and wellness products designed to improve quality of life and well being. Our mission is “To help people achieve their best possible health futures; to help them look better, feel better and live longer, healthier lives”. To preserve our mission, we will honor our customers by offering only the very best scientifically supported products, services, information, and education. To help achieve our mission and build our vision, GeneWize will offer its AFFILIATES a simple yet powerful opportunity that flows naturally from the confidence in our products and services.

The COMPANY -- Code of Ethics

As an AFFILIATE of GeneWize™ Life Sciences (hereinafter the “COMPANY”), I represent, warrant, promise and agree that:

I will be courteous, respectful, honest and fair in all my dealings while acting as an AFFILIATE and I will perform my business activities in a manner that will enhance my reputation and the positive reputation of the COMPANY. I will not engage in any deceptive or illegal practice.

I will make no claim for products, services or business positions of the COMPANY except as contained in official literature of the COMPANY.

I will not misrepresent, or make any representations or warranties concerning, the income potential of the AFFILIATE Compensation Plans or Commission Plans. It is impossible to predict AFFILIATE incomes. I recognize that the success of an AFFILIATE depends on many variables, such as amount of time and effort committed to his/her business and his/her organizational abilities and successful sales of the COMPANY’S product.

I will not misrepresent, or make any representations, testimonials, guarantees or misleading statements regarding the efficacy of the COMPANY’S products or pertaining to treatment, cure or prevention of diseases.

I understand and agree that in order to maintain the long-term viability of everyone’s business; the COMPANY maintains a ZERO-TOLERANCE POLICY to any and all violations of this AGREEMENT and agree to abide by the same.

SECTION 1 - INTRODUCTION

1.1 - Policies and Compensation Plan Incorporated into AFFILIATE Agreement

These Policies and Procedures, in their present form and as amended at the sole discretion of GeneWize Life Sciences, Inc. (hereafter “GeneWize Life Sciences” or the “COMPANY”), are incorporated into, and form an integral part of the GeneWize

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Life Sciences AFFILIATE Agreement. Throughout these Policies, when the term “Agreement” is used, it collectively refers to: the GeneWize Life Sciences Independent AFFILIATE, “herein referred to as an AFFILIATE” Application and Agreement; these Policies and Procedures; the GeneWize Life Sciences Marketing and Compensation Plan; and the GeneWize Life Sciences Business Entity Registration Form (if applicable) documents are incorporated by reference into the GeneWize Life Sciences AFFILIATE Agreement (all in their current form and as amended by GeneWize Life Sciences). It is the responsibility of each AFFILIATE to read, understand, adhere to, and ensure that he or she is aware of and operating under the most current version of these Policies and Procedures. When sponsoring or enrolling a new AFFILIATE, it is the responsibility of the sponsoring AFFILIATE to ensure that the applicant is provided with, or has online access to, the most current version of these Policies and Procedures and the GeneWize Life Sciences Marketing and Compensation Plan prior to his or her execution of the AFFILIATE Agreement.

1.2 - Purpose of Policies

GeneWize Life Sciences is a Direct Sales company that markets its products and services through Independent Business AFFILIATES. It is important to understand that your success and the success of your fellow AFFILIATES depend on the integrity of the individuals who market our products and services within this agreement to clearly define the relationship that exists between AFFILIATES and GeneWize Life Sciences. To explicitly set a standard, GeneWize Life Sciences has established this Agreement for acceptable business conduct as per the Direct Sales Association Code of Ethics, Federal Drug Administration, Securities and Exchange Commission, and Federal Trade Commission.

GeneWize Life Sciences AFFILIATES are required to comply with all of the Terms and Conditions set forth in the Agreement, which GeneWize Life Sciences may amend at its sole discretion from time to time, as well as all federal, state, and local laws governing their GeneWize Life Sciences business and their conduct. Because AFFILIATES may be unfamiliar with many of these standards of practice, it is very important that AFFILIATES read and abide by the Agreement. It is imperative that you review the information in this manual carefully. It explains and governs the relationship between AFFILIATES, as independent contractors, and the Company. AFFILIATES that have any questions regarding any policy or rule, should seek an answer from their Sponsor, GeneWize Life Sciences, or Compliance at [email protected].

1.3 - Changes to the Agreement

Because federal, state, and local laws, as well as the business environment, periodically change, GeneWize Life Sciences reserves the right to amend the Agreement and its prices in its sole and absolute discretion. AFFILIATES are responsible for keeping updated on any State and Local laws affecting their relationship with GeneWize. By signing the AFFILIATE Agreement, an AFFILIATE agrees to abide by all amendments that GeneWize Life Sciences elects to make. GeneWize Amendments shall be effective upon notice to all AFFILIATES

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that the Agreement has been modified or upon changes in federal, state, or local Government requirements. Notification of GeneWize amendments shall be published in official GeneWize Life Sciences materials. The Company shall provide or make available to all AFFILIATES 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 (email); (3) voice mail system broadcast; (4) inclusion in Company periodicals; (5) inclusion in product orders or bonus checks; or (6) special mailings. The continuation of an AFFILIATE’S GeneWize Life Sciences business or an AFFILIATE’S acceptance of bonuses or commissions constitutes acceptance of any and all amendments.

1.4 - Delays

GeneWize Life Sciences shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riot, war, fire, death, curtailment of a party’s source of supply, or government decrees or orders.

1.5 - 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.

1.6 - Waiver

The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of GeneWize Life Sciences to exercise any right or power under the Agreement or to insist upon strict compliance by an AFFILIATE 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 GeneWize Life Science’s right to demand exact compliance with the Agreement. Waiver by GeneWize Life Sciences can be effectuated only in writing by an authorized officer of the Company. GeneWize Life Science’s waiver of any particular breach by an AFFILIATE shall not affect or impair GeneWize Life Science’s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other AFFILIATE. Nor shall any delay or omission by GeneWize Life Sciences to exercise any right arising from a breach affect or impair GeneWize Life Science’s rights as to that or any subsequent breach.

The existence of any claim or cause of action of an AFFILIATE against GeneWize Life Sciences shall not constitute a defense to GeneWize Life Science’s enforcement of any term or provision of the Agreement.

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SECTION 2 - BECOMING AN AFFILIATE

2.1 - Requirements to Become an AFFILIATE

To become a GeneWize Life Sciences AFFILIATE, each applicant must:

a) Be of the age of legal majority in their state of residence (usually 18). b) Reside in the United States, a U.S. Territory, or any country that GeneWize Life Sciences has officially announced is open for business;

c) Have a valid Social Security or Federal Tax ID number; d) Purchase a GeneWize Life Sciences AFFILIATE Kit (optional in North Dakota); and, e) Submit a properly completed AFFILIATE Application and Agreement to GeneWize Life Sciences.

2.2 - No Product Purchase Required

A person is not required to purchase GeneWize Life Sciences products to become an AFFILIATE. In order to familiarize new AFFILIATES with GeneWize Life Sciences products, services, sales techniques, sales aids, and other matters, the Company provides a new AFFILIATE an AFFILIATE Kit, a replicated personal website and one year of support for a standard fee.

2.3 - AFFILIATE Benefits

Once an AFFILIATE Application and Agreement has been accepted by GeneWize Life Sciences, the benefits of the Marketing and Compensation Plan and the AFFILIATE Agreement are available to the new AFFILIATE. These benefits include the right to:

Sell GeneWize Life Sciences products and services;

Participate in the GeneWize Life Sciences Marketing and Compensation Plan (receive bonuses and commissions when eligible);

Enroll (and Sponsor) other individuals as AFFILIATES into the GeneWize Life Sciences business and thereby build a Marketing Organization and progress through higher levels of the GeneWize Life Sciences Marketing and Compensation Plan;

Receive periodic GeneWize Life Sciences literature and other GeneWize Life Sciences communications;

Participate in GeneWize Life Sciences-sponsored support, service, training,

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motivational and recognition functions, upon payment of appropriate charges if applicable; and

Participate in promotional and incentive contests and programs sponsored by GeneWize Life Sciences for its AFFILIATES.

2.4 – General Responsibilities of an AFFILIATE

In presenting any AFFILIATE position or information to prospects, AFFILIATE agrees that such presentations shall be made strictly according to the following format:

a) In each presentation of the COMPANY’S products or services, AFFILIATE shall inform the prospect that no product purchase is required or is a means to become an AFFILIATE.

b) When a prospect is being presented with any AFFILIATE business position, AFFILIATE shall follow these guidelines:

(1) AFFILIATES are responsible for teaching, coaching, training and supporting all new AFFILIATES who he or she enrolls into the COMPANY’S program and in his or her commissionable downline;

(2) AFFILIATES agree to maintain monthly communications and support to those AFFILIATES in their commissionable business by way any of the following, or combination thereof; personal contact, telephone or internet communication, written communication or attendance at AFFILIATE’S meetings.

c) AFFILIATES shall not offer to buy or sell any sales lead, product, material or service to or from any current AFFILIATE.

d) An AFFILIATE shall not initiate, recommend, offer, sell or participate in any prize offering, guarantee, drawing, raffle, lottery, sales leads or lead generation program, advertising pool or co-op in furtherance of AFFILIATE’S own or another person’s AFFILIATE business.

2.5 - Term and Annual Renewal of Your GeneWize Life Sciences Business

The term of the AFFILIATE Agreement is one year from the date of its acceptance by GeneWize Life Sciences (subject to prior termination or reclassification pursuant to Section 11). AFFILIATES must renew their AFFILIATE Agreement each year by paying an Annual Renewal fee beginning in 2009 and thereafter, all AFFILIATES that enroll between January 1 and June 30 of each year will be charged their Annual Renewal Fee of $49 in January of each year following their enrollment.

Beginning in 2009 and thereafter, all AFFILIATES that enroll between July 1 and December 31 of each year will be charged their Annual Renewal Fee of $49 in July of each year following their enrollment.

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Under the Automatic Renewal Program, the renewal fee will be charged to the AFFILIATE’S credit card on file with the COMPANY. It is the AFFILIATE’S sole responsibility to insure there is a current valid credit card on file.

If the renewal fee is not paid within 30 days from the due date, the AFFILIATE’S Agreement will be canceled and the AFFILIATE will be considered an “Inactive AFFILIATE”. The AFFILIATE may reactivate their status at anytime by paying a reactivation fee plus the normal renewal fee when due. In interim the AFFILIATE status will be changed to “Customer”

2.6 – Talent Release

Each AFFILIATE hereby consent to, allows and grants the COMPANY and its parents, subsidiaries and affiliated entities a perpetual, worldwide, royalty-free and exclusive license to use, edit, modify and otherwise exploit (1) the name, photograph, testimonials, statements, likeness, biographical information, title, positions, voice, voices and biography and (2) any film footage, video tapes, audio tapes, recordings and/or interviews when created in connection with any COMPANY event, promotion and/or convention, to advertise, promote and publicize the COMPANY’S business, products, events and/or services, in any form, format or media, whether now known or hereafter devised.

SECTION 3 - OPERATING A GENEWIZE LIFE SCIENCES BUSINESS

3.1 - Adherence to the GeneWize Life Sciences Marketing and Compensation Plan

AFFILIATES must adhere to the terms of the GeneWize Life Sciences Marketing and Compensation Plan as set forth in official GeneWize Life Sciences literature. AFFILIATES shall not offer the GeneWize Life Sciences opportunity through, or in combination with, any other system, program, or method of marketing other than that specifically set forth in official GeneWize Life Sciences literature. AFFILIATES shall not require or encourage other current or prospective AFFILIATES to participate in GeneWize Life Sciences in any manner that varies from the program as set forth in official GeneWize Life Sciences literature. AFFILIATES shall not require or encourage other current or prospective AFFILIATES to execute any agreement or contract other than official GeneWize Life Sciences agreements and contracts in order to become a GeneWize Life Sciences AFFILIATE. Similarly, AFFILIATES shall not require or encourage other current or prospective AFFILIATES to make any purchase from, or payment to, any individual or other entity to participate in the GeneWize Life Sciences Marketing and Compensation Plan other than those purchases or payments identified as recommended or required in official GeneWize Life Sciences literature.

3.2 - Advertising

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General

All AFFILIATES shall safeguard and promote the good reputation, integrity, and professionalism of GeneWize Life Sciences and its products. The marketing and promotion of GeneWize Life Sciences, the GeneWize Life Sciences opportunity, the Marketing and Compensation Plan, and GeneWize Life Sciences products and services shall be consistent with the public interest, and must avoid all unprofessional, discourteous, deceptive, misleading, unethical, or immoral conduct or practices.

To promote both the products and services, and the tremendous opportunity GeneWize Life Sciences offers, AFFILIATES MUST only use the sales aids and support materials produced by GeneWize Life Sciences. The rationale behind this requirement is simple. GeneWize Life Sciences has carefully designed its products, product labels, Marketing and Compensation Plan, and promotional materials to ensure that each aspect of GeneWize Life Sciences is fair, truthful, substantiated, and complies with the vast and complex legal requirements of federal and state laws. If GeneWize Life Sciences AFFILIATES were allowed to develop their own sales aids and promotional materials, notwithstanding their integrity and good intentions, the likelihood that they would unintentionally violate any number of statutes or regulations affecting a GeneWize Life Sciences business is almost certain. Such violations would jeopardize the GeneWize Life Sciences opportunity for all AFFILIATES.

AFFILIATES are not permitted to use any Internet marketing systems or prospecting programs other than Corporate Approved Internet Marketing programs. GeneWize prohibits the use of all social network websites to market its products and services including but not limited to Free For All™ sites, YouTube™, MY Space™, Face Book™ and the like. See GeneWize Internet Marketing Policy & Procedures for complete details.

AFFILIATES are not permitted to create side businesses for the purpose of selling sales aids, marketing programs, Internet marketing systems, prospecting programs or any promotional or “logo items” to other GeneWize Life Sciences AFFILIATES.

All logo and promotional items as well as business cards must be purchased thru the approved resources.

3.3 - AFFILIATE Web Sites

If an AFFILIATE 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 only. This program permits AFFILIATES to advertise on the Internet by utilizing Company home page designs that can be personalized with the AFFILIATES message and the AFFILIATE’S contact information. These websites seamlessly link directly to the official GeneWize Life Sciences website giving the AFFILIATE a professional and Company-approved presence on the Internet. No AFFILIATE may independently design a website that uses the names, logos, trade marks, or

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product descriptions of GeneWize Life Sciences or otherwise promotes (directly or indirectly) GeneWize Life Sciences products or the GeneWize Life Sciences opportunity. Nor may an AFFILIATE use “blind” ads on the Internet that make product or income claims, either expressed or implied, which are ultimately associated with GeneWize Life Sciences products, the GeneWize Life Sciences opportunity, or the GeneWize Life Sciences Marketing and Compensation Plan. The use of any other Internet website or web page (including without limitation auction sites such as eBay™, Craig’s List™, etc.) to in any way promote the sale of GeneWize Life Sciences products, the GeneWize Life Sciences opportunity, or the Marketing and Compensation Plan is a breach of the Agreement and may result in any of the disciplinary sanctions set forth in Section 9.1.

3.4 - Blogs, Chat Rooms, Social Networks, Online Auctions, and other Online Forums

AFFILIATES shall ONLY use the COMPANY’S official online blogs, chat rooms, social networks and online auctions sites as developed by COMPANY. AFFILIATE’S are expressly prohibited from using any other online forum to market, sell, advertise, promote, or discuss the COMPANY’S products or services or the COMPANY’S opportunity. AFFILIATES are prohibited from using the COMPANY’S, merchant’s or third party’s trade names, trademarks, service names, service marks, product names, the COMPANY’S name, or any derivative thereof, in group names, titles or content for any blog, chat room, social network, online auction or other online forum.

3.5 - Domain Names and Email Addresses

AFFILIATES may not use or attempt to register any of GeneWize Life Science’s trade names, trademarks, service names, service marks, product names, the Company’s name, or any derivative thereof, for any Internet main domain name without approval and being redirected to the AFFILIATE’S replicated MyGeneWize.com website. Nor may AFFILIATES 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.

3.6- Recordings

AFFILIATE may not copy, produce or reproduce for sale or distribution or create derivative works of products sold by the COMPANY or any of the COMPANY’S produced literature, audio or video material, presentations, events or speeches, including conference calls. Video and/or audio taping meetings and conferences of the COMPANY is strictly prohibited.

3.7- Trademarks and Copyrights

The COMPANY will not permit the use of its trade names, trademarks, designs, or symbols by any person, including the COMPANY’S AFFILIATE, without its

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prior, written permission. AFFILIATE agrees that the COMPANY and any affiliated merchant companies’ trademarks, service marks, trade names, patents and copyrighted materials are owned exclusively by the COMPANY and/or its affiliated merchant companies and that any use of such intellectual property by AFFILIATE must be in compliance with the AGREEMENT and/or with any COMPANY approved training or material. AFFILIATE will not promote his or her AFFILIATE business or use the COMPANY’S, any of its affiliated companies’ or any third party’s names, trade names, logos, sales materials, trademarks, service marks, URL links or other intellectual property, except in material as provided by COMPANY. The term “sales, advertising and training materials” includes but is not limited to; written, audio, CD, DVD, and flash materials and presentations as well as shirts, hats or other articles of clothing or accessories. Without limiting the generality of the foregoing, AFFILIATE understands that AFFILIATE is prohibited from (i) using the COMPANY’S, its affiliated companies’ and third parties’ trademarks and trade names in domain names, (ii) creating his or her own sales and training materials and/or presentations that use the names, trademarks, logos or other intellectual property of the COMPANY, its affiliated companies or third parties and (iii) creating any other materials that incorporate the COMPANY'S names, logos, trademarks or copyrighted works. AFFILIATE understands that unauthorized use or duplication of the COMPANY’S, its affiliated companies’ and third parties’ names, marks, sales and training materials or copyrighted materials is a violation of federal and/or state law, the AGREEMENT, and may result in termination of the AGREEMENT. Each of the COMPANY’S and its affiliated companies’ names, trademarks and service marks (“Proprietary Marks”) and copyrighted materials are owned by the respective COMPANY and/or their affiliated companies. The use of the Proprietary Marks and copyrighted materials must be in strict compliance with the AGREEMENT. Each AFFILIATE acknowledges that any right to use the COMPANY’S Proprietary Marks and copyrighted materials is non-exclusive, and the COMPANY has the right and sole discretion to grant others the right to use such Proprietary Marks and copyrighted materials. Each AFFILIATE expressly recognizes that, as between such person and the COMPANY, any and all goodwill associated with the Proprietary Marks and copyrighted materials (including goodwill arising from each AFFILIATE’S use) inures directly and exclusively to the benefit of the COMPANY and is the property of the COMPANY, and that, on expiration or termination of these Policies and Procedures, no monetary amount shall be attributable to any goodwill associated with AFFILIATE’S use of the Proprietary Marks or copyrighted materials. This prohibition also extends to any third party (e.g. merchants’) trademarks.

COMPANY does not allow AFFILIATE to sell any item of clothing, jewelry, marketing, advertising or training material, with or without COMPANY logo at any COMPANY (or affiliated merchant companies) sponsored event, including any of the COMPANY’S meetings or other training events.

3.8- Media and Media Inquiries

No press releases may be issued by anyone other than GeneWize Life Sciences. No exceptions.

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AFFILIATES must not attempt to respond to media inquiries regarding GeneWize Life Sciences, its products or services, or their independent GeneWize Life Sciences business. All inquiries by any type of media must be immediately referred to GeneWize Life Sciences’ Compliance Department [email protected]. This policy is designed to assure that accurate and consistent information is provided to the public as well as a proper public image. AFFILIATES must not utilize radio or television media, including radio or television infomercials, for the advertising, distribution or promotion of GeneWize Life Sciences products or opportunity without the express written consent of GeneWize Life Sciences. In the event that GeneWize Life Sciences does grant permission for the use of such media, GeneWize Life Sciences must have final authority and final approval before any releases of media, on every stage of the production process with full rights to all recordings.

3.9- Email Communications – Unsolicited Email - Texting

GeneWize Life Sciences does not permit AFFILIATES to send unsolicited commercial emails unless such emails strictly comply with applicable laws and regulations including, without limitation, the federal CAN SPAM Act (http://www.ftc.gov/bcp/conline/edcams/spam/rules.htm). Any email sent by a AFFILIATES that promotes GeneWize Life Sciences, the GeneWize Life Sciences opportunity, or GeneWize Life Sciences 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 AFFILIATE’S physical mailing address.

d) The email must clearly and conspicuously disclose that the message is an advertisement or solicitation by having “AD” as the first word in the subject line. 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 an AFFILIATE receives an opt-out request from a recipient of an email, the AFFILIATES must forward a copy of the opt-out request to the Company.

g) AFFILATE shall not make offers or solicitations in the guise of research, surveys, jobs or informal communication, when the real intent is to sell products or services or refer or enroll other AFFILIATES.

h) AFFILIATE must abide by all laws and regulations regarding electronic communications.

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i) AFFILIATE 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 permitted.

j) AFFILIATE may not distribute content that (i) is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable, (ii) could give rise to civil liability, (iii) violates any applicable local, state, federal or international law or regulation or (iv) describes the COMPANY or and of its products and services in an inaccurate manner.

k) AFFILIATE may not, directly or indirectly, buy email lists, send unsolicited e-mails to persons with whom he or she or they have no prior or existing personal or business relationship.

GeneWize Life Sciences may periodically send commercial emails on behalf of AFFILIATES. By entering into the AFFILIATE Agreement, AFFILIATE expressly agrees that the Company may send such emails to and for the AFFILIATE and that the AFFILIATE has agreed (has “opted in”) to receive such emails and that the AFFILIATE’S physical and email addresses will be included in such emails as outlined above.

3.10 - Unsolicited Faxes/Phone Calls

Except as provided in this section, AFFILIATE may not use or transmit unsolicited faxes make unsolicited phone calls or use an automatic telephone dialing system relative to the operation of their GeneWize Life Sciences businesses. The term “automatic telephone dialing system” means equipment which has the capacity to: (a) store or produce telephone numbers to be called, using a random or sequential number generator and (b) to dial such numbers. The term “unsolicited faxes” means the transmission via telephone facsimile of any material or information advertising or promoting GeneWize Life Sciences, its products, the Marketing and Compensation Plan or any other aspect of the company 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 AFFILIATE 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 an AFFILIATE and a person, on the basis of: (a) an inquiry, application, purchase or transaction by the person regarding products offered by such AFFILIATE; or (b) a personal or familial relationship, which relationship has not been previously terminated by either party.

3.11 - Compensation Plan Manipulation Prohibited

Bonus buying is strictly and absolutely prohibited. “Bonus buying” includes: (a) the enrollment of individuals or entities without the knowledge of and/or execution of an Independent AFFILIATE Application and Agreement by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as an AFFILIATE; (c) the enrollment or attempted enrollment of nonexistent individuals or entities as

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AFFILIATES or Customers (“phantoms”); (d) purchasing GeneWize Life Sciences products or services on behalf of another AFFILIATE or Customer, or under another AFFILIATE’S or Customer’s I.D. number, to qualify for commissions or bonuses; (e) purchasing excessive amounts of goods or services that cannot reasonably be used or resold in a month; and/or (f) any other mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions or bonuses that is not driven by bona fide product or service purchases by end user consumers.

3.12 - 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 GeneWize Life Sciences AFFILIATE by submitting its Certificate of Incorporation, Certificate of Organization, Partnership Agreement or trust documents (these documents are collectively referred to as the “Entity Documents”) to GeneWize Life Sciences, along with a properly completed Business Entity Registration Form to 317 Wekiva Springs Rd, Winter Springs, FL 32779 (fax 407-772-7193 ). If an AFFILIATE enrolls online, the Entity Documents and Business Entity Registration Form must be submitted to GeneWize Life Sciences within 30 days of the online enrollment. (If not received within the 30-day period, the AFFILIATE Agreement shall automatically terminate.) The Business Entity Registration Form must be signed by all of the shareholders, partners or trustees. Members of the entity are jointly and severally liable for any indebtedness, agreements, or other obligation to GeneWize Life Sciences.

To prevent the circumvention of Section 4.7 (regarding transfers and assignments of GeneWize Life Sciences businesses), if an additional partner, shareholder, member, or other business entity affiliate is added to a business entity, the original applicant must remain as a party to the original AFFILIATE Application and Agreement. If the original AFFILIATE wants to terminate his or her relationship with the Company, he or she must transfer or assign his or her business in accordance with Section 4.7. If this process is not followed, the business shall be canceled upon the withdrawal of the original AFFILIATE. All bonus and commission checks will be sent to the address of record of the original AFFILIATE. We will not mail more than 10 checks made out to different payees to any one address in any one pay period. Please note that the modifications permitted within the scope of this paragraph do not include a change of sponsorship. Changes of sponsorship are addressed in Section 3.14, below. There is a $50.00 fee for each change requested, which must be included with the written request and the completed AFFILIATE Application and Agreement. GeneWize Life Sciences may, at its discretion, require notarized documents before implementing any changes to a GeneWize Life Sciences business. Please allow ninety (90) days after the receipt of the request by GeneWize Life Sciences for processing.

3.13 - Changes to a Business Entity

A GeneWize Life Sciences business may change its status under the same sponsor from an individual to a partnership, LLC, corporation or trust, or from one type of entity to another. There is a $50.00 fee for each change requested, which must be

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included with the written request and the completed AFFILIATE Application and Agreement. In addition, AFFILIATES operating their GeneWize Life Sciences businesses utilizing a business entity must notify GeneWize Life Sciences of the addition or removal of any officers, directors, shareholders, managers, members or business associates of the business entity (317 Wekiva Springs Rd, Winter Springs, FL 32779; fax 407-772-7193 or email [email protected].

3.14 - Change of Sponsor

To protect the integrity of all Marketing Organizations and safeguard the hard work of all AFFILIATES, GeneWize Life Sciences strongly prohibits changes in sponsorship. Maintaining the integrity of sponsorship is critical for the success of every AFFILIATE and Marketing Organization. Accordingly, the transfer of a GeneWize Life Sciences business from one enroller to another is generally prohibited except under strict and compelling circumstances and is granted at the sole discretion of the COMPANY.

Transfers will only be considered in the following circumstance:

When the new AFFILIATE first enrolls and is sponsored by someone other than he or she was led to believe would be his or her Sponsor; the AFFILIATE may request that he or she be transferred to another organization with his or her entire Marketing Organization intact. The AFFILIATE requesting the change has the burden of proving that he or she was placed beneath the wrong sponsor. Such a request for change of sponsorship must be submitted in writing within 72 hours of enrollment to the Affiliate Service Department ([email protected]).

In cases where the appropriate sponsorship change procedures have not been followed, and a Marketing Organization has been developed in the second business developed by a AFFILIATE, GeneWize Life Sciences reserves the sole and exclusive right to determine the final disposition of the Marketing Organization. Resolving conflicts over the proper placement of a downline that has developed under an organization that has improperly switched sponsors is often extremely difficult. Therefore, AFFILIATES WAIVE ANY AND ALL CLAIMS AGAINST GENEWIZE LIFE SCIENCES THAT RELATE TO OR ARISE FROM GENEWIZE LIFE SCIENCE’S DECISION REGARDING THE DISPOSITION OF ANY MARKETING ORGANIZATION THAT DEVELOPS BELOW AN ORGANIZATION THAT HAS IMPROPERLY CHANGED LINES OF SPONSORSHIP.

3.15 - Cancellation and Reapplication

An AFFILIATE may legitimately change organizations by voluntarily canceling his or her GeneWize Life Sciences business and remaining inactive (i.e., no purchases of GeneWize Life Sciences products for resale, no sales of GeneWize Life Sciences products, no sponsoring, no attendance at any GeneWize Life Sciences functions, participation in any other form of AFFILIATE activity, or operation of any other GeneWize Life Sciences business) for six (6) full calendar months. Following the

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six-month period of inactivity, the former AFFILIATE may reapply under a new sponsor. GeneWize Life Sciences will consider waiving the six-month waiting period under exceptional circumstances. Such requests for waiver must be submitted to GeneWize Life Sciences in writing.

3.16 – Indemnification for Unauthorized Claims

An AFFILIATE is fully responsible for all of his or her verbal and written statements made regarding GeneWize Life Sciences products, services, and the Marketing and Compensation Plan, which are not expressly contained, in official GeneWize Life Sciences materials. AFFILIATES agree to indemnify GeneWize Life Sciences and GeneWize Life Science’s 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 GeneWize Life Sciences as a result of the AFFILIATES’ unauthorized representations or actions. This provision shall survive the termination of the AFFILIATE Agreement.

3.17 - Product Claims

No claims real or implied (which include personal testimonials) as to therapeutic, curative or beneficial properties of any products offered by GeneWize Life Sciences may be made except those contained in official GeneWize Life Sciences literature. In particular, no AFFILIATE may make any claim real or implied that GeneWize Life Sciences 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 GeneWize Life Sciences policies, but also they potentially violate federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and Federal Trade Commission Act.

3.18 - Income Claims or Lifestyle Claims

In their enthusiasm to enroll prospective AFFILIATES, some AFFILIATES are occasionally tempted to make income claims or earnings representations to demonstrate the inherent power of network marketing. This is counterproductive since new AFFILIATES may become disappointed very quickly if their results are not as extensive or as rapid as the results others have achieved. At GeneWize Life Sciences, we firmly believe that the GeneWize Life Sciences opportunity is great enough to be highly attractive, without reporting the earnings of any AFFILIATE.

A lifestyle income claim typically includes statements (or pictures) involving large homes, luxury cars, exotic vacations, or other items suggesting or implying wealth. They also consist of references to the achievement of one's dreams, having everything one always wanted, and are phrased in terms of “opportunity” or “possibility” or “chance”. Claims such as “GeneWize income exceeded my previous full-time salary after six months in the business,” or “Our GeneWize business has allowed my wife to quit her job and be a full-time mom” also fall within the purview of “lifestyle” claims.

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Moreover, the Federal Trade Commission and several states have laws or regulations that regulate or even prohibit certain types of income claims and testimonials made by persons engaged in network marketing. While AFFILIATES may believe it beneficial to provide copies of checks, or to disclose the earnings of themselves or others, such approaches have legal consequences that can negatively impact GeneWize Life Sciences as well as the AFFILIATE making the claim unless appropriate disclosures required by law are also made contemporaneously with the income claim or earnings representation. Because GeneWize Life Sciences AFFILIATES do not have the data necessary to comply with the legal requirements for making income claims, an AFFILIATE, when presenting or discussing the GeneWize Life Sciences opportunity or Marketing and Compensation Plan to a prospective AFFILIATE, may not make income projections, income claims, or disclose his or her GeneWize Life Sciences income (including the showing of checks, any payments of any kind, copies of checks, bank statements, or tax records).

3.19 - Income Disclosure Statement (Available 4th Qtr 2009)

GeneWize Life Science’s corporate ethics compel us to do not merely what is legally required, but rather, to conduct the absolute best business practices. To this end, we have developed the GeneWize Life Sciences Income Disclosure Statement (“IDS”). The GeneWize Life Sciences IDS is designed to convey truthful, timely, and comprehensive information regarding the income that GeneWize Life Sciences AFFILIATES earn. In order to accomplish this objective, a copy of the IDS must be presented to all prospective AFFILIATES.

A copy of the IDS must be presented to a prospective AFFILIATE (someone who is not a party to a current GeneWize Life Sciences AFFILIATE Agreement) anytime the Compensation Plan is presented or discussed, or any type of income claim or earnings representation is made.

The terms “income claim” and/or “earnings representation” (collectively “income claim”) include words or pictures that depict: (1) statements of average earnings, (2) statements of non-average earnings, (3) statements of earnings ranges, (4) income testimonials, (5) lifestyle claims, and (6) hypothetical claims. Examples of “statements of non-average earnings” include, “Our number one AFFILIATE earned X dollars last year” or “Our average (rank) makes X per month.” An example of a “statement of earnings ranges” is “The monthly income for (rank) is X on the low end to Y on the high end.”

A hypothetical income claim exists when you attempt to explain the operation of the Compensation Plan through the use of a hypothetical example. Certain assumptions are made regarding the: (1) number of AFFILIATES sponsored, (2) number of downline AFFILIATES, (3) average product volume per AFFILIATE, and (4) total organizational volume. Projecting these assumptions through the Compensation Plan yields income figures that constitute income claims.

In any non-public meeting (e.g., a home meeting, one-on-one, regardless of venue) with a prospective AFFILIATE or AFFILIATES in which the Compensation

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Plan is discussed or any type of income claim is made, you must provide the prospect(s) with a copy of the IDS. In any meeting that is open to the public in which the Compensation Plan is discussed or any type of income claims is made, you must provide every prospective AFFILIATE with a copy of the IDS and you must display at least one (3 x 5 foot poster board) in the front of the room in reasonably close proximity to the presenter(s). In any meeting in which any type of video display is utilized (e.g., monitor, television, projector, etc.) a slide of the IDS must be displayed continuously throughout the duration of any discussion of the Compensation Plan or the making of an income claim.

Copies of the IDS may be printed or downloaded without charge from the corporate website in 2009.

3.20 - Commercial/Retail Outlets

AFFILIATES may not sell GeneWize Life Sciences products from a commercial outlet, nor may AFFILIATES display or sell GeneWize Life Sciences products or literature in any retail or service establishment, unless in conjunction with an approved GeneWize marketing program.

3.21 - Trade Shows, Expositions, and Other Sales Forums

AFFILIATES may display and/or sell GeneWize Life Sciences products at trade shows and professional expositions but only as long as they are in compliance with Section 3.2 (Advertising) above. AFFILIATES are not permitted the use any of the COMPANY’S or any of its affiliated companies’ or any third party’s trade names, trademarks, designs, symbols or media. Before submitting a deposit to the event promoter, AFFILIATES must contact the Compliance Department ([email protected]) for conditional approval, as GeneWize Life Science’s policy is to authorize only one GeneWize Life Sciences business per event. Final approval will be granted to the first AFFILIATE who submits an official advertisement of the event, a copy of the contract signed by both the AFFILIATE and the event official, and a receipt indicating that a deposit for the booth has been paid. Approval is given only for the event specified. Any requests to participate in future events must again be submitted to the compliance department. GeneWize Life Sciences further reserves the right to refuse authorization to participate at any function which it does not deem a suitable forum for the promotion of its products, services, or the GeneWize Life Sciences opportunity. GeneWize wishes to only target its marketing efforts exclusively to professionals, health, wellness and beauty markets. Approval will not be given for Trade Shows, Expositions and Other Sales Forums other than, health, wellness, and beauty markets. Approval will not be granted for swap meets, garage sales, flea markets, farmer’s markets or other such markets, as these events are not conducive to the professional image GeneWize Life Sciences wishes to portray.

3.22 - Conflicts of Interest

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GeneWize Life Sciences AFFILIATES are free to participate in other multilevel or network marketing business ventures or marketing opportunities (collectively “network marketing”). However, during the term of this Agreement, AFFILIATES may not directly or indirectly recruit other GeneWize Life Sciences AFFILIATES or Customers for any other network marketing business.

Following the cancellation of an AFFILIATE’S Agreement, and for a period of six calendar months thereafter, a former AFFILIATE may not recruit any GeneWize Life Sciences AFFILIATE or Customer for another network marketing business. AFFILIATE and the Company recognize that because network marketing is 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, AFFILIATES and GeneWize Life Sciences agree that this non-solicitation provision shall apply to all markets in which GeneWize Life Sciences conducts business.

Sale of Competing Goods or Services

AFFILIATES must not sell, or attempt to sell, any competing non-GeneWize Life Sciences programs, products or services to GeneWize Life Sciences Customers or AFFILIATES. Any program, product or service in the same generic categories as GeneWize Life Sciences products or services are deemed to be competing, regardless of differences in cost, quality, or distinguishing factors.

AFFILIATE Participation in Other Direct Selling Programs

If an AFFILIATE is engaged in other non-GeneWize Life Sciences businesses, it is the responsibility of the AFFILIATE to ensure that his or her GeneWize Life Sciences business is operated entirely separate and apart from any other business in which the AFFILIATE participates. To this end, the following must be adhered to:

The AFFILIATE shall not display GeneWize Life Sciences promotional materials, sales aids, products, or services with or in the same location as any non-GeneWize Life Sciences promotional materials, sales aids, products or services. The AFFILIATE may not offer the GeneWize Life Sciences opportunity, products or services to prospective or existing Customers or AFFILIATE in conjunction with any non-GeneWize Life Sciences program, opportunity, product or service. The AFFILIATE may not offer any non-GeneWize Life Sciences opportunity, products, OR services, at any GeneWize Life Sciences-related meeting, seminar or convention, or within two (2) hours and a five (5)-mile radius of the GeneWize Life Sciences event. If the GeneWize Life Sciences meeting is held telephonically or via the Internet, any non-GeneWize Life Sciences meeting must be at least two hours before or after the GeneWize Life Sciences meeting, and on a different conference telephone number or internet web address from the GeneWize Life Sciences meeting.

Downline Activity (Genealogy) Reports

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Downline Activity Reports are available for AFFILIATE access and viewing at GeneWize Life Science’s official website and/or the Back Office of each AFFILIATE’S replicated GeneWize Life Sciences website. Access to online Downline Activity Reports is password protected. All Downline Activity Reports and the information contained therein are confidential and constitute proprietary information and business trade secrets belonging to GeneWize Life Sciences. Downline Activity Reports are provided to AFFILIATES in strictest confidence and are made available to AFFILIATES for the sole purpose of assisting AFFILIATES in working with their respective Marketing Organizations in the development of their GeneWize Life Sciences business. AFFILIATES should use their Downline Activity Reports to assist, motivate, and train their downline AFFILIATES. The AFFILIATE and GeneWize Life Sciences agree that, but for this agreement of confidentiality and nondisclosure, GeneWize Life Sciences would not provide Downline Activity Reports to the AFFILIATE. An AFFILIATE shall not, on his or her own behalf, or on behalf of any other person, partnership, association, corporation, or other entity:

a) Directly or indirectly use or disclose any information contained in any Downline Activity Report to any third party;

b) Directly or indirectly disclose the password or other access code to his or her Downline Activity Report;

c) Use the information contained in any Downline Activity Report to compete with GeneWize Life Sciences or for any purpose other than promoting or supporting his or her GeneWize Life Sciences business; or

d) Recruit or solicit any AFFILIATE or Customer listed on any Downline Activity Report or in any manner attempt to influence or induce any AFFILIATE or Customer to alter their business relationship with GeneWize Life Sciences.

Upon demand by the Company, any current or former AFFILIATE will return the original and all copies of Downline Activity Reports to the Company.

3.23 - Targeting Other Direct Sellers

GeneWize Life Sciences does not condone AFFILIATES specifically or consciously targeting the sales force of another direct sales company to sell GeneWize Life Sciences products or to become AFFILIATES for GeneWize Life Sciences, nor does GeneWize Life Sciences condone AFFILIATES 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 AFFILIATES 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 against an AFFILIATE alleging that he or she engaged in inappropriate recruiting activity of its sales force or customers, GeneWize Life Sciences will not pay any of AFFILIATE’S defense costs or legal fees, nor will GeneWize Life Sciences indemnify the AFFILIATE for any judgment, award, or settlement.

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3.24 - Cross-Sponsoring

Actual or attempted cross sponsoring is strictly prohibited. “Cross-Sponsoring” is defined as the enrollment of an individual or entity that already has a current Customer or AFFILIATE Agreement on file with GeneWize Life Sciences, or who has had such an agreement within the preceding six calendar months, within a different line of sponsorship. The use of a spouse or relative’s name, trade names, DBAs, assumed names, corporations, partnerships, trusts, federal ID numbers, fictitious ID numbers, or any other artifice to circumvent this policy is prohibited. AFFILIATES shall not demean, discredit, or defame other GeneWize Life Sciences AFFILIATES in an attempt to entice another AFFILIATE to become part of the first AFFILIATES’ Marketing Organization. This policy shall not prohibit the transfer of a GeneWize Life Sciences business in accordance with Section 4.7.

If Cross-Sponsoring is discovered, it must be brought to the Company’s attention immediately. GeneWize Life Sciences may take disciplinary action against the AFFILIATES that changed organizations and/or those AFFILIATES who encouraged or participated in the Cross-Sponsoring. GeneWize Life Sciences may also move all or part of the offending AFFILIATE’S Marketing Organization to his or her original Marketing Organization if the Company deems it equitable and feasible to do so. However, GeneWize Life Sciences is under no obligation to move the Cross Sponsored AFFILIATES Marketing Organization, and the ultimate disposition of the organization remains within the sole discretion of GeneWize Life Sciences. AFFILIATES waive all claims and causes of action against GeneWize Life Sciences arising from or relating to the disposition of the Cross-Sponsored AFFILIATE’S Marketing Organization.

Speakers

Any AFFILIATE who speaks at a GeneWize Life Sciences event, whether corporate sponsored or AFFILIATE sponsored, is not eligible to become the Enroller of any guest attending the event for a period of 6 months following the event, unless the speaker personally invited the guest.

3.25 - Errors or Questions

If an AFFILIATE has questions about or believes any errors have been made regarding commissions, bonuses, Downline Activity Reports, or charges, the AFFILIATE must notify GeneWize Life Sciences in writing within 30 days of the date of the purported error or incident in question. GeneWize Life Sciences will not be responsible for any errors, omissions, or problems not reported to the Company within 30 days.

3.26 - Governmental Approval or Endorsement

Neither federal, state regulatory agencies nor officials approve or endorse any direct selling or network marketing companies or programs. Therefore, AFFILIATES shall not represent or imply that GeneWize Life Sciences or its Marketing and

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Compensation Plan have been “approved,” “endorsed,” or otherwise sanctioned by any government agency.

3.27 - Holding Applications or Orders

AFFILIATES must not manipulate enrollments of new applicants and purchases of products. All AFFILIATE Applications and Agreements, and product orders must be sent to GeneWize Life Sciences within 72 hours from the time they are signed by an AFFILIATE or placed by a customer, respectively.

3.28 - Identification

All AFFILIATES are required to provide their Social Security Number or a Federal Employer Identification Number to GeneWize Life Sciences on the AFFILIATE Application and Agreement. Upon enrollment, the Company will provide a unique AFFILIATE Identification Number to the AFFILIATE by which he or she will be identified. This number will be used to place orders, and track commissions and bonuses. The failure of an AFFILIATE to supply a valid SSN or FEIN shall result in immediate dismissal.

3.29 - Income Taxes

Each AFFILIATE is responsible for paying local, state, and federal taxes on any income generated as an Independent AFFILIATE. If a GeneWize Life Sciences AFFILIATE’S business is tax exempt, the Federal tax identification number must be provided to GeneWize Life Sciences. Every year, GeneWize Life Sciences 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.

3.30 - Independent Contractor Status

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

The name of GeneWize Life Sciences and other names as may be adopted by GeneWize Life Sciences are proprietary trade names, trademarks, and service marks of GeneWize Life Sciences. As such, these marks are of great value to GeneWize Life Sciences and are supplied to AFFILIATES for their use only in an expressly

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authorized manner. Use of GeneWize Life Sciences name on any item not produced by the Company is prohibited except as follows:

[Your Name] Independent GeneWize Life Sciences AFFILIATE

3.31 - AFFILIATE’S Name

All AFFILIATES may list themselves as an “Independent GeneWize Life Sciences AFFILIATE” in the white or yellow pages of the telephone directory under their own name. No AFFILIATE may place telephone directory display ads using GeneWize Life Science’s name or logo. AFFILIATE may not answer the telephone by saying “GeneWize Life Sciences”, “GeneWize Life Sciences Incorporated”, or in any other manner that would lead the caller to believe that he or she has reached corporate offices of GeneWize Life Sciences.

3.32 - 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 homeowner’s policy.

3.33 - International Marketing

Because of critical legal and tax considerations, GeneWize Life Sciences must control the sale of GeneWize Life Sciences products to prospective customers located within the United States and U.S. Territories, and those other countries that the Company has announced are officially open for business.

Accordingly, AFFILIATES are authorized to sell GeneWize Life Sciences products and services, and enroll Customers or AFFILIATES only in the countries in which GeneWize Life Sciences is authorized to conduct business, as announced in official Company literature. GeneWize Life Sciences products or sales aids cannot be shipped into or sold in any foreign country other than those allowed by the company. AFFILIATES may sell, give, transfer, or distribute GeneWize Life Sciences products or sales aids only in their home country. In addition, no AFFILIATE may, in any unauthorized country: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll AFFILIATES; or (c) conduct any other activity for the purpose of selling GeneWize Life Sciences products, establishing a Marketing Organization, or promoting the GeneWize Life Sciences opportunity.

No refunds will be given, under any circumstances, to anyone selling, forwarding, or receiving GeneWize products or sales materials in an unauthorized country.

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3.34 - Inventory Loading

AFFILIATES must never purchase more products than they can reasonably use or sell to retail customers in a month, and must not influence or attempt to influence any other AFFILIATE to buy more products than they can reasonably use or sell to retail customers in a month.

3.35 - Adherence to Laws and Ordinances

AFFILIATES shall comply with all federal, state, and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to AFFILIATES because of the nature of their business. However, AFFILIATES must obey those laws that do apply to them. If a city or county official tells an AFFILIATE that an ordinance applies to him or her, the AFFILIATE shall be polite and cooperative, and immediately send a copy of the ordinance to GeneWize Life Sciences via [email protected]. In most cases there are exceptions to the ordinance that may apply to GeneWize Life Sciences AFFILIATES.

3.36 - Confidentiality

“Confidential Information” means any and all information the COMPANY designates as being confidential or which, under the circumstances surrounding disclosure, would reasonably be expected to be or should to be treated as confidential. Confidential Information includes, without limitation, AFFILIATE’S customer lists and data, information relating to genealogical or business reports, pricing, technical information, research, development, procedures, algorithms, data, designs, know-how, the marketing or promotion of any of the COMPANY’S products or services, the COMPANY’S business policies, practices or operations, information received from others that the COMPANY is obligated to treat as confidential and information regarding the COMPANY’S respective parents, subsidiaries and affiliated agents. Confidential Information also includes commercial secrets, trade secrets, supplier commission percentages and related information, and any internal information of the COMPANY. Confidential Information is proprietary and confidential to the COMPANY. It is provided to the AFFILIATE in strictest confidence.

a) Lists and data are for the limited use of the AFFILIATE to facilitate training, support and to further the AFFILIATE’S business only. Each AFFILIATE agrees that the use of the COMPANY’S AFFILIATE-customer lists or other lists or data constitutes a non-exclusive license between the AFFILIATE and the COMPANY for the AFFILIATE’S limited use thereof, as more fully set forth below.

b) Lists, data and information relating to AFFILIATE or customers remain, at all times, the exclusive property of the COMPANY and must be returned to the COMPANY upon request. An AFFILIATE receiving such a list, data or information, whether from the COMPANY or from another source, agrees:

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i. To limit the use of a list to the intended scope of the list and to exclusively advance an AFFILIATE’S business;

ii. To hold confidential and not disclose any portion thereof to any third party, including, but not limited to; existing AFFILIATES, competitors, and the general public. Any use or disclosure of lists, outside of those authorized, constitutes misuse, misappropriation, and a violation of the AGREEMENT, and will cause irreparable harm to the COMPANY;

iii. That, upon any violation of this section, the AFFILIATE agrees (1) the COMPANY, shall be entitled to in addition to any other rights and remedies available to the COMPANY at law or in equity, injunctive relief, enjoining such use under applicable national or local law, and (2) he or she will retrieve and return to the COMPANY all existing lists previously provided to the AFFILIATE;

iv. That intended or unintended misuse of a list, data or information may be cause for termination of a AFFILIATE; and,

v. That the obligations under this section will survive the termination or expiration of the AGREEMENT.

c.) The COMPANY reserves the right to pursue all appropriate remedies under applicable federal, state or local laws to protect its rights to the Confidential Information, proprietary information and trade secrets of the COMPANY, and any failure to pursue such remedies in one instance will not constitute a waiver of those rights by the COMPANY in any other circumstances.

Each AFFILIATE agrees he/she will not use such lists, data or information to compete with the COMPANY or for any other purpose other than to promote his/her COMPANY-related business activities.

Any AFFILIATE who is found to be in violation of this section may be subject to disciplinary action and, in addition to all other rights and remedies available to the COMPANY at law or in equity, the COMPANY may seek remedies for compensatory and punitive damages, injunctive relief exclusive of the remedies available in Section 9 below, for specific performance to the fullest extent that the law makes available.

SECTION 4 - REQUIREMENTS

4.1 - Minors

Although there are plans for GeneWize to offer a children’s formula in the future. AFFILIATES shall not enroll or recruit minors into the GeneWize Life Sciences as an AFFILIATE. Minors may enroll as customers; a parent’s authorization along with a doctor’s approval will be required prior to assessment of the DNA sample.

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4.2 – One Business Interest Per Person

An AFFILIATE may operate or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one GeneWize Life Sciences AFFILIATE business. No individual may have, operate, or receive compensation from more than one GeneWize Life Sciences Business. Individuals of the same family unit may own individual GeneWize businesses providing they are part of the same binary tree, but we caution that it may engender unwanted competition. We encourage our AFFILIATES to work together as a team. A “family unit” is defined as spouses and dependent children living at or doing business at the same address.

In order to maintain the integrity of the GeneWize Life Sciences Marketing and

Compensation Plan husbands and wives or common-law couples (collectively “spouses”) who wish to become GeneWize Life Sciences AFFILIATES in different binary trees will be considered on a case by case basis and will be granted at the sole discretion of the Compliance Department. If granted and any form of Cross Recruiting is discovered, both AFFILIATES are subject to suspension or termination. Under no circumstances may anyone own and operate more than one GeneWize Life Sciences business, and may not participate directly or indirectly (as a shareholder, partner, trustee, trust beneficiary, or any other legal or equitable ownership) in the ownership or management of another GeneWize Life Sciences business in any form.

Requests for exceptions to policy must be submitted in writing to the Compliance Department at [email protected]

Actions of Household Members or affiliated Individuals

If any member of an AFFILIATE’S immediate household engages in any activity, which, if performed by the AFFILIATE, would violate any provision of the Agreement, such activity will be deemed a violation by the AFFILIATE, and GeneWize Life Sciences may take disciplinary action against the AFFILIATE pursuant to these Policies and Procedures. 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 GeneWize Life Sciences may take disciplinary action against the entity.

4.3 - Marriage

AFFILIATES who choose to marry may maintain their separate AFFILIATE positions established prior to marriage.

4.4 - Divorce or Dissolution

If married persons or partners who share ownership in a AFFILIATE business obtain a divorce or wish to dissolve their partnership, corporation or limited liability company, the COMPANY will continue to treat them pursuant to the controlling party being the designated primary applicant at the time of filing of a petition in a

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court of jurisdiction for divorce or dissolution, until such time as the COMPANY receives written notice from both parties or an appropriate court order directing otherwise. The written notice must be signed by all parties.

Divorced persons or dissolved partnerships, corporations or limited liability companies must submit to the COMPANY a certified copy of any legal judgment or decree, or jointly specify in writing to the COMPANY, as to ownership and/or how future commission and bonus checks should be paid.

4.5 - Requests for Records

Any request from an AFFILIATE for copies of invoices, applications, Downline Activity Reports, or other records will require a minimum fee of $10.00 + $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.

4.6 - Sale, Transfer, or Assignment of Your Business

Although a GeneWize Life Sciences business is a privately owned, independently operated business, the sale, transfer or assignment of a GeneWize Life Sciences AFFILIATE-ship is subject to certain limitations. If an AFFILIATE wishes to sell his or her GeneWize Life Sciences business, the following criteria must be met:

a) Protection of the existing line of sponsorship must always be maintained so that the GeneWize Life Sciences business continues to be operated in that line of sponsorship.

b) The buyer or transferee must become a qualified GeneWize Life Sciences AFFILIATE. If the buyer is an active GeneWize Life Sciences AFFILIATE, he or she must first terminate any currently-owned GeneWize Life Sciences business and wait six calendar months before acquiring any interest in the new GeneWize Life Sciences business. c) Before the sale, transfer or assignment can be finalized and approved by GeneWize Life Sciences, any debt obligations the selling AFFILIATE has with GeneWize Life Sciences must be satisfied. d) The selling AFFILIATE must be in good standing and not in violation of any of the terms of the Agreement in order to be eligible to sell, transfer, or assign a GeneWize Life Sciences business. e) The sale, transfer or assignment must occur six (6) months after the business was obtained by the AFFILIATE. f) The COMPANY’S administrative fee for this type of business transfer is $450 and must be submitted to the COMPANY with the appropriate supporting documentation.

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Under no circumstance will GeneWize be under any obligation to replace or transfer AFFILIATE Kits, Sales Materials, Healthy Aging Assessments™, or product. The transfer of such items is solely between the parties desiring the Sale, Transfer, or Assignment of the GeneWize Life Science Business. Regardless of whether or not seller has sent in their swab, buyer will need to purchase a current Customer Package to receive their Healthy Aging Assessment™ and LifeMap™ product.

Prior to selling a GeneWize Life Sciences business, the selling AFFILIATE must notify GeneWize Life Sciences’ Compliance Department at [email protected] of his or her intent to sell the GeneWize Life Sciences business. Upon complete execution of the purchase and sale agreement, the parties must submit copies of the same to the Compliance Department at [email protected] for review along with the above business transfer fee. This should also include a signed application form for the buyer, available from the COMPANY’S Customer Service Department. GeneWize Life Sciences reserves the right to request additional documentation that may be necessary to analyze the transaction between the buyer and seller. The Compliance Department at [email protected] will, at 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.

If the parties fail to obtain GeneWize Life Science’s approval for the transaction, the transfer shall be voided at the COMPANY’S option and the business transfer fee refunded.

If the sale is allowed, the purchaser of the existing business will assume the obligations and position of the selling AFFILIATE. An AFFILIATE who sells his or her GeneWize Life Sciences business shall not be eligible to re-apply as a GeneWize Life Sciences AFFILIATE for a period of at least six (6) calendar months after the date of the sale.

No changes in line of sponsorship can result from the sale or transfer of a GeneWize Life Sciences business. An AFFILIATE may not sell, transfer or assign an individual business centers. If a business is sold, transferred or assigned, all downline business centers must be included in the transaction.

4.7 - Separation of an AFFILIATE’S Business

GeneWize Life Sciences AFFILIATES sometimes operate their GeneWize Life Sciences businesses 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 division of the business is accomplished so as not to adversely affect the interests and income of other businesses up or down the line of sponsorship. If the separating parties fail to provide for the best interests of other AFFILIATES and the Company in

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a timely fashion, GeneWize Life Sciences will involuntarily terminate the AFFILIATES 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 GeneWize Life Sciences business pursuant to an assignment in writing whereby the relinquishing spouse, shareholders, partners, or trustees authorize GeneWize Life Sciences to deal directly and solely with the other spouse or non-relinquishing shareholder, partner, or trustee.

b) The parties may continue to operate the GeneWize Life Sciences business jointly on a “business-as-usual” basis, whereupon all compensation paid by GeneWize Life Sciences 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 Marketing Organization of divorcing spouses or a dissolving business entity be divided. Similarly, under no circumstances will GeneWize Life Sciences split commission and bonus checks between divorcing spouses or members of dissolving entities. GeneWize Life Sciences will recognize only one Marketing Organization and will, for a single AFFILIATE business, owned jointly, issue only one commission check written to the check name and address of record, per GeneWize Life Sciences business per commission cycle. Commission checks shall always be issued to the same individuals 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 AFFILIATE’S Agreement shall be involuntarily may canceled.

If a former spouse has completely relinquished all rights in the original GeneWize Life Sciences business pursuant to a divorce, he or she is thereafter free to enroll under any sponsor of his or her choosing 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 an AFFILIATE. In either case, however, the former spouse or business affiliate shall have no rights to any AFFILIATES in their former organization or to any former retail customer. They must develop the new business in the same manner, as would any other new AFFILIATE.

4.8 - Sponsoring and Enrolling

All active AFFILIATES in good standing have the right to sponsor and enroll others into GeneWize Life Sciences. Each prospective AFFILIATE has the ultimate right to choose his or her own Sponsor. If two AFFILIATES claim to be the Sponsor

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of the same new AFFILIATE, the Company shall regard the first application received by the Company as controlling.

4.9 – Succession upon Death or Incapacitation

Upon the death or incapacitation of an AFFILIATE, 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, an AFFILIATE should consult an attorney to assist him or her in the preparation of a will or other testamentary instrument. Whenever a GeneWize Life Sciences business is transferred by a will or other testamentary process, the beneficiary acquires the right to collect all bonuses and commissions of the deceased AFFILIATE’S Marketing Organization provided the following qualifications are met. The successor(s) must:

a) Complete and execute an AFFILIATE Agreement;

b) Comply with terms and provisions of the Agreement; and

c) Meet all of the qualifications for the deceased AFFILIATES status.

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

4.10 - Transfer Upon Death of an AFFILIATE

To effectuate a testamentary transfer of a GeneWize Life Sciences business, the Personal AFFILIATE or Executor of the estate of the deceased AFFILIATE must provide all necessary documentation to establish a successor’s or successors’ right to the subject GeneWize Life Sciences business. The successor or successors must complete and execute an AFFILIATE Agreement and meet the other requirements set forth in Section 2.1.

4.11 - Transfer Upon Incapacitation of an AFFILIATE

To effectuate a transfer of a GeneWize Life Sciences business because of incapacity, a legally appointed Trustee of the incapacitated AFFILIATE must provide all necessary documentation to establish the right of the subject Trust and Trustee to the subject GeneWize Life Sciences business. The Trustee must, on behalf of the Trust, complete and execute an AFFILIATE Agreement and meet the other requirements set forth in Section 2.1.

4.12 - Telemarketing Techniques

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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 GeneWize Life Sciences does not consider AFFILIATES 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, AFFILIATES must not engage in telemarketing in the operation of their GeneWize Life Sciences businesses. The term “telemarketing” means the placing of one or more unsolicited telephone calls to an individual or entity to induce the purchase of a GeneWize Life Sciences product or service, or to recruit them for the GeneWize Life Sciences opportunity. “Cold calls” made to prospective customers or AFFILIATES that promote either GeneWize Life Science’s products or services or the GeneWize Life Sciences opportunity constitute telemarketing and are prohibited. However, a telephone call(s) placed to a prospective customer or AFFILIATE (a “prospect”) is permissible under the following situations:

a) If the AFFILIATE has an established business relationship with the prospect. An “established business relationship” is a relationship between an AFFILIATE and a prospect based on the prospect’s purchase, rental, or lease of goods or services from the AFFILIATE, or a financial transaction between the prospect and the AFFILIATE, 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 AFFILIATE, within the three (3) months immediately preceding the date of such a call. c) If the AFFILIATE receives written and signed permission from the prospect authorizing the AFFILIATE to call. The authorization must specify the telephone number(s) which the AFFILIATE 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 make a habit of “card collecting” with everyone you meet and subsequently calling him or her, 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, AFFILIATES shall not use automatic telephone dialing systems relative to the operation of their GeneWize Life Sciences businesses. The term “automatic telephone dialing system” means equipment which has the capacity to: (a)

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store or produce telephone numbers to be called, using a random or sequential number generator, and (b) to dial such numbers.

4.13 - Use of the GeneWize Life Sciences Voice Mail System

In the future, GeneWize Life Sciences may develop and maintain a voice mail system for use by AFFILIATES. This voice mail system is tool to communicate with your Marketing Organization, to promote the sale of GeneWize Life Sciences products and services and the GeneWize Life Sciences opportunity. Under no circumstances shall an AFFILIATE use the GeneWize Life Sciences voice mail system to promote the sale of any non-GeneWize Life Sciences products or services or any non-GeneWize Life Sciences program or opportunity.

SECTION 5 – ONGOING RESPONSIBILITIES OF AFFILIATES

5.1 - Change of Address or Telephone

To ensure timely delivery of products, support materials, and commission checks, it is critically important that GeneWize Life Science’s files are current. Street addresses are required for shipping since UPS cannot deliver to a post office box. AFFILIATES planning to move should (1) update their personal information via the Back Office function of the AFFILIATES replicated GeneWize Life Sciences website or (2) send their new address and telephone numbers to GeneWize Life Science’s corporate offices to the attention of the AFFILIATE Services Department, 317 Wekiva Springs Rd, Suite 200, Winter Springs, FL 32779 (fax 801-838-4064). To guarantee proper delivery and receipt, two weeks advance notice must be provided to GeneWize Life Sciences on all changes.

5.2 - Continuing Development Obligations

Ongoing Training

Any AFFILIATE who sponsors another AFFILIATE into GeneWize Life Sciences must perform a bona fide assistance and training function to ensure that his or her Marketing Organization is properly operating his or her GeneWize Life Sciences business. AFFILIATES must have ongoing contact and communication with the AFFILIATES in their Marketing Organizations. Examples of such contact and communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, and the accompaniment of downline AFFILIATES to GeneWize Life Sciences meetings, training sessions, and other functions. Upline AFFILIATES are also responsible to motivate and train new AFFILIATES in GeneWize Life Sciences product knowledge, effective sales techniques, the GeneWize Life Sciences Marketing and Compensation Plan, and compliance with Company Policies and Procedures. Communication with and the training of downline AFFILIATES must not, however, violate Section 3.2 (regarding the development of AFFILIATE -produced sales aids and promotional materials).

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AFFILIATES must monitor the AFFILIATES in their Marketing Organizations to ensure that downline AFFILIATES do not make improper product or business claims, or engage in any illegal or inappropriate conduct. Upon request, every AFFILIATE should be able to provide documented evidence to GeneWize Life Sciences of his or her ongoing fulfillment of the responsibilities of a Sponsor.

Increased Training Responsibilities

As an AFFILIATE progresses through the various levels of leadership, they will become more experienced in sales techniques, product knowledge, and understanding of the GeneWize Life Sciences program. They will be called upon to share this knowledge with lesser-experienced AFFILIATES within their organization.

Ongoing Sales Responsibilities

Regardless of their level of achievement, AFFILIATES have an ongoing obligation to continue to personally promote sales through the generation of new customers and through servicing their existing customers.

5.3 - Nondisparagement

GeneWize Life Sciences wants to provide AFFILIATES with the best possible 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 Compliance Department at [email protected]. Remember, to best serve you, we must hear from you! While GeneWize Life Sciences welcomes constructive input, negative comments and remarks made in the field by AFFILIATES about the Company, its products, or Marketing and Compensation Plan serve no purpose other than to sour the enthusiasm of other GeneWize Life Sciences AFFILIATES. For this reason, and to set the proper example for their Marketing Organization, AFFILIATES must not disparage, demean, or make negative remarks about GeneWize Life Sciences, other GeneWize Life Sciences AFFILIATES, GeneWize Life Science’s products, the Marketing and Compensation Plan, or GeneWize Life Science’s directors, officers, or employees.

5.4 - Providing Documentation to Applicants

AFFILIATES must provide either a copy of, or the URL to the most current version of the Policies and Procedures and the Marketing and Compensation Plan to individuals whom they are sponsoring to become AFFILIATES before the applicant signs an AFFILIATE Agreement. Additional copies of Policies and Procedures and Marketing and Compensation Plan can be downloaded from GeneWize Life Science’s website.

5.5 - Reporting Policy Violations

AFFILIATES observing a Policy violation by another AFFILIATE should submit a written report of the violation directly to the attention of the COMPANY’S

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Compliance Department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report. Alternatively, these reports may be telephoned into the Compliance Department during normal business hours or, submit a statement documenting the names and facts involved to the Compliance Department of the COMPANY at the following email address: [email protected].

5.6 - Vendor Confidentiality/Communications

GeneWize Life Science’s business relationships with its 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 AFFILIATE or the vendor. An AFFILIATE shall not contact, directly or indirectly, or speak to or communicate with any AFFILIATE of any supplier or manufacturer of GeneWize Life Sciences except at a GeneWize Life Sciences sponsored event at which the AFFILIATE is present at the request of GeneWize Life Sciences or as otherwise expressly permitted in writing by GeneWize Life Sciences. Violation of this regulation may result in termination of the AFFILIATE and possible claims of damages against the AFFILIATE and/or the vendor. Questions regarding any of these businesses should be directed to the Compliance Department at [email protected].

AFFILIATES shall not negotiate with merchants or suppliers in any industry on behalf of the COMPANY, including, but not limited to, attempting to negotiate with any merchant or supplier for broker’s fees, finder’s fees or any other fees for arranging a possible transaction between the vender and/or supplier and the COMPANY. Notwithstanding the foregoing, in the event an AFFILIATE does arrange a transaction between the COMPANY and a third party, such AFFILIATE will not be entitled to any brokers, finders, commission or other fee from the COMPANY or any of its affiliated entities.

SECTION 6 - SALES REQUIREMENTS AND PRODUCT GUARANTEE

6.1 - Product Sales

The GeneWize Life Sciences Marketing and Compensation Plan are based on the sale of GeneWize Life Sciences products and services to end consumers. AFFILIATES must fulfill personal and Marketing Organization retail sales requirements (as well as meet other responsibilities set forth in the Agreement) to be eligible for bonuses, commissions and advancement to higher levels of achievement. Please refer to the Compensation Plan for more details.

6.2 - No Territory Restrictions

There are no exclusive territories granted to anyone. No franchise fees are required.

6.3 - Sales Receipts

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All AFFILIATES will be provided, via the GeneWize website, an official GeneWize Life Sciences sales receipt at the time of the sale. These online receipts set forth the Customer Satisfaction Guarantee as well as any consumer protection rights afforded by federal or state law. AFFILIATES must maintain all retail sales receipts for a period of two years and furnish them to GeneWize Life Sciences at the COMPANY’S request. GeneWize Life Sciences will maintain records documenting the purchases of AFFILIATES’ Direct Customers.

SECTION 7 - BONUSES AND COMMISSIONS

7.1 - Bonus and Commission Qualifications

An AFFILIATE must be active and in compliance with the Agreement to qualify for bonuses and commissions. So long as an AFFILIATE complies with the terms of the Agreement, GeneWize Life Sciences shall pay commissions to such AFFILIATE in accordance with the Marketing and Compensation Plan. The minimum amount for which GeneWize Life Sciences will issue a check is $20.00. If an AFFILIATE’S bonuses and commissions do not equal or exceed $20.00 the Company will accrue the commissions and bonuses until they total $20.00. A check will be issued once $20.00 has been accrued.

7.2 - Adjustments for Returned Products and Cancelled Services

AFFILIATES receive bonuses and commissions based on the actual sales of products and services to end consumers. When a product is returned to GeneWize Life Sciences for a refund, either or both of the following may occur at the Company’s discretion: (1) the bonuses and commissions attributable to the returned or product will be deducted, in the month in which the refund is given and continuing every pay period thereafter until the bonuses and commissions are recovered, from the AFFILIATES who received bonuses and commissions on the sales of the refunded product; or (2) the AFFILIATES who earned commissions or bonuses based on the sale of the returned product will have the corresponding points deducted from their Group Volume in the next month and all subsequent months until such points are completely recovered.

*Example: If a refund is approved for $200 and commissions were earned of $100, there will be a deduction of $100 from the refund and a net refund of $100.

Other Deductions

GeneWize Life Sciences will deduct from all bonus and commission checks issued to an AFFILIATE a check issuance/data-processing fee of $3.50.

7.3 - Reports

All information provided by GeneWize Life Sciences in online or telephonic Downline Activity Reports, including but not limited to personal and group sales volume (or any part thereof), and Downline sponsoring activity is believed to be

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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 GeneWize Life Sciences or any persons creating or transmitting the information and is, therefore, offered “as is” with no warranties, express or implied. .

ALL PERSONAL AND GROUP SALES VOLUME INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY KIND WHATSOEVER. IN PARTICULAR BUT WITHOUT LIMITATION THERE SHALL BE NO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, GENEWIZE LIFE SCIENCES AND/OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION WILL IN NO EVENT BE LIABLE TO ANY AFFILIATE OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES THAT ARISE OUT OF THE USE OF OR ACCESS TO PERSONAL AND GROUP SALES VOLUME 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 GENEWIZE LIFE SCIENCES OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, GENEWIZE LIFE SCIENCES OR OTHER PERSONS CREATING OR TRANSMITTING THE INFORMATION SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO YOU OR ANYONE ELSE UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHER THEORY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO.

Access to and use of GeneWize Life Sciences’ online and telephone reporting services and your reliance upon such information are 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 GeneWize Life Sciences’ online and telephone reporting services and your reliance upon the information.

SECTION 8 - REFUNDS

8.1 - Return Policy and LifeMap Products Guarantee for AFFILIATES

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GeneWize Life Sciences offers a 90 day product guarantee on its LifeMap Nutrition and Skincare products, excluding Lifestyle Boost products. The COMPANY must be notified of the guarantee refund request within 90 days from the date of purchase.

UNDER NO CONDITION WILL MORE THAN ONE PRODUCT GUARANTEE REFUND PER PERSON BE OFFERED.

If a DNA collection kit has been provided as part of the product being refunded, the retail price of a DNA assessment will be deducted from the refund amount due.

If an AFFILIATE requests a refund under this provision, any commissions paid will be deducted from the refund.

8.2 - Buy Back of Inventory and Sales Aids upon Cancellation

GeneWize offers a one-year buyback policy on inventory, sales kits, aids, and promotional materials that are required to be purchased. Materials must be in resalable condition and are subject to a restocking fee.

8.3 – Buy-Back for Residents of Certain States

The following section only applies to AFFILIATES who are residents of Georgia, Iowa, Louisiana, Maryland, Massachusetts, Montana, Oklahoma, Puerto Rico, Texas and Wyoming:

The AFFILIATE status may be cancelled at any time, regardless of reason. The unused portion, (pro-rated by month) of AFFILIATE fees only, will be refunded at 90%, if cancelled with three months in Maryland and Puerto Rico, and if cancelled within one year in the other above named jurisdictions.

A Montana resident may cancel his or her AFFILIATE Agreement within 15 days from the date of enrollment, and may return his or her starter kit for a 100% refund within such time period.

8.4 – Other state and federal requirements

GeneWize will recognize and comply with other federal and state refund and buy back requirements as they are promulgated.

8.5 - Procedures for All Returns

No refund or replacement of product will be made if the conditions of these rules are not met.

The following procedures apply to all returns for refund, repurchase, or exchange:

a) All merchandise must be returned by the AFFILIATE or customer who purchased it directly from GeneWize Life Sciences.

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b) All products to be returned must have a Return Authorization Number, which is obtained by calling the AFFILIATE Services Department at 888-488-9493. This Return Authorization Number must be written on each carton returned.

c) The return is accompanied by:

i. a completed and signed Product Return Form;

ii. a copy of the original dated retail sales receipt; and

iii. 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 and a tracking number is suggested. All returns must be shipped to GeneWize Life Sciences shipping prepaid. GeneWize Life Sciences does not accept shipping-collect packages. The risk of loss in shipping for returned materials shall be the AFFILIATE’S. If returned product is not received by the Company’s AFFILIATE Center, it is the responsibility of the AFFILIATE to trace the shipment.

iv. If an AFFILIATE is returning merchandise to GeneWize Life Sciences that was returned to him or her by a personal customer, the materials must be received by GeneWize Life Sciences within ten (10) days from the date on which the retail customer returned the materials to the AFFILIATE, and must be accompanied by the sales receipt the AFFILIATE gave to the retail customer at the time of the sale.

8.6. Chargebacks and Disputes

The COMPANY protects AFFILIATES' Credit Card, purchase and personal data and it is COMPANY policy to immediately reverse any unauthorized transactions as long as the proper steps are followed.

If there is an issue with a credit card charge pertaining to AFFILIATE’S business with COMPANY, AFFILIATE agrees to contact COMPANY via Support Ticket, or by email addressed to [email protected] and not the issuing Credit Card Company. In the Support Ticket or email, the AFFILIATE must provide a reason for the dispute and all documentation in support thereof. The following are acceptable reasons with proper records:

a) The Credit Card holder had no prior knowledge of the charge; or

b) Neither the Credit Card holder, nor any authorized user of the Credit Card, initiated the charge; or

c) The Credit Card holder was charged multiple times for a single transaction; or

d) The Credit Card holder was charged for shipped merchandise that was not received or arrived damaged.

Upon receipt, AFFILIATE will be notified within three (3) business days of the COMPANY’S resolution.

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If an AFFILIATE disputes (requests a Chargeback) a transaction with a Credit Card Company without following the above steps:

a) The AFFILIATE’S account will be immediately canceled; and

b) All COMPANY accounts utilizing that Credit Card will be immediately canceled. This may also be grounds for termination of the referrer if it is determined the transaction took place in violation of the AGREEMENT; and

c) The AFFILIATE(S) will forfeit his/her right to a refund as otherwise allowed in this AGREEMENT; and

d) The AFFILIATE(S) will forfeit all commissions, bonuses or qualifications; and

e) The AFFILIATE(S) will not be allowed to reactivate.

SECTION 9 - DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

9.1 Disciplinary Sanctions

Violation of the Agreement, 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 an AFFILIATE that, in the sole discretion of the Company may damage its reputation or goodwill (such act or omission need not be related to the AFFILIATES GeneWize Life Sciences business), may result, at GeneWize Life Science’s discretion, in one or more of the following corrective measures:

a) Issuance of a written warning or admonition;

b) Requiring the AFFILIATE to take immediate corrective measures;

c) Imposition of a fine, which may be withheld from bonus and commission payment. The fine, or a portion thereof, may be credited back to the AFFILIATE’S account after successful conclusion of a probationary period (Section 9.1 [g] below) or the fine may be permanent in order to offset the cost of an investigation or potential restitution costs of the COMPANY;

d) Loss of rights to one or more bonus and commission checks;

e) The COMPANY may withhold from an AFFILIATE all or part of the AFFILIATE’S bonuses and commissions during the period that the COMPANY is investigating any conduct allegedly violating the AGREEMENT. If an AFFILIATE’S business is canceled for disciplinary reasons, the AFFILIATE will not be entitled to recover any commissions withheld during the investigation period;

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f) Suspension of the individual’s AFFILIATE AGREEMENT for one or more pay periods;

g) Probationary period during which time any further infractions of the AGREEMENT will result in termination of the AFFILIATE business. During probation, an AFFILIATE may continue to represent the COMPANY and build his or her Marketing Organization, can receive commissions but will not be paid bonuses or be eligible for promotions to higher levels;

h) Termination of the offender’s AFFILIATE AGREEMENT;

i) Transfer of a portion or all of the AFFILIATE’S Marketing Organization or business;

j) 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 AFFILIATE’S policy violation or contractual breach; or

k) In situations deemed appropriate by the COMPANY, the COMPANY may institute legal proceedings for monetary and/or equitable relief exclusive of the procedures outlined in Sections 9.4 and 9.5 below.

l) COMPANY reserves the right to accept or deny any application or terminate anyone for any reason such as past or current felony convictions, acts of moral turpitude or other actions which, at the sole discretion of COMPANY, would harm the reputation of COMPANY or its current share- or stakeholders.

9.2 - Grievances and Complaints

When an AFFILIATE has a grievance or complaint with another AFFILIATE regarding any practice or conduct in relationship to their respective businesses, the complaining AFFILIATE should first report the problem to his or her Referrer, who should review the matter and try to resolve it with the other party's upline Referrer. If the matter involves interpretation or violation of the COMPANY’S policies, it must be reported in writing to the Compliance Department at the COMPANY. The Compliance Department will review the facts and attempt to resolve it. If the matter is not resolved, it will be referred to the Dispute Resolution Board for final review and determination.

9.3 - Informal Investigation and Disposition Procedure

The Administrator shall conduct a preliminary investigation, making such investigative contacts as are necessary to reach an informed decision as to the alleged violation. If the Administrator determines, after the informal investigation, that there is no need for further action or that the violation allegation lacks merit, further investigation and administrative action on the matter shall terminate and the complaining party shall be so notified.

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The Administrator may, at his discretion, remedy an alleged violation through informal, oral and written communication with the accused affiliate.

9.4 – Dispute Resolution Board

The purpose of the Dispute Resolution Board (“DRB”) is to: (1) review appeals of disciplinary sanctions; and (2) review matters between the COMPANY’S AFFILIATES. After the response or settlement instituted by the Compliance Department has been denied or otherwise remains unresolved, upon written request, the DRB reviews evidence, deliberates, and responds to current outstanding issues on a collective basis.

An AFFILIATE may submit a written request for a telephonic or in-person hearing within seven (7) business days from the date of: (1) the written notice by the COMPANY of disciplinary action; or (2) the written decision of Compliance Department, as applicable, regarding disputes between AFFILIATES.

All communication with the COMPANY and the AFFILIATE seeking resolution of a dispute must be in writing and sent via U.S. Mail addressed to: 317 Wekiva Springs Road, Ste 200, Longwood, FL 32779. It is within the DRB’s discretion whether a claim is accepted for review. If the DRB agrees to review the matter, it shall schedule a hearing within ten (10) business days of receipt of the AFFILIATE’S written request. All evidence (e.g., documents, exhibits, etc.) that an AFFILIATE desires to have considered by the DRB must be submitted to the COMPANY with the written request for a review with the DRB. The AFFILIATE shall bear all of the expenses related to his or her attendance and the attendance of any witnesses he or she desires to be present at the hearing. The decision of the DRB will be final and subject to no further review, except as provided in Sections 9.4 and 9.5 below. During the pendency of the claim before the DRB, the AFFILIATE waives his or her right to pursue arbitration or any other remedy.

Following issuance of a disciplinary sanction that includes a fine, suspension or termination, the disciplined AFFILIATE may appeal the sanction to the DRB. AFFILIATE’S appeal must be in writing and received by the COMPANY within fifteen (15) days from the date of the COMPANY’S notice of the disciplinary sanction. If the appeal is not received by the COMPANY within the fifteen (15) day period, the sanction will be final. The AFFILIATE must submit all supporting documentation with his or her appeal correspondence. If the AFFILIATE files a timely appeal of a disciplinary sanction, the DRB will review and reconsider the sanction, consider any other appropriate action, and notify the AFFILIATE in writing of its decision.

The DRB will be made up of a minimum of three employees (mid-to-senior level management) of the COMPANY and two AFFILIATES from the ranks of Broker and Business Builder positions.

9.5 - Mediation

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Prior to instituting any arbitration as provided in Section 9.6 below, the parties shall meet in good faith and attempt to resolve any dispute arising from or relating to the Agreement through non-binding mediation. One individual who is mutually acceptable to the parties shall be appointed as mediator. The mediator’s fees and costs, as well as the costs of holding and conducing 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 Seminole County, Florida and shall last no more than two business days.

9.6 - Arbitration

If mediation is unsuccessful, any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. AFFILIATES waive all rights to trial by jury or by any court. All arbitration proceedings shall be held in the City of Longwood, Florida, unless the laws of the state in which an AFFILIATE resides expressly require the application of its laws, in which case the arbitration shall be held in the capital of that state. All parties shall be entitled to all discovery rights pursuant to the Federal Rules of Civil Procedure. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with a strong preference being an attorney knowledgeable in the direct selling industry, selected from the panel, which the American Arbitration Panel provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.

Nothing in these Policies and Procedures shall prevent GeneWize Life Sciences 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 GeneWize Life Science’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.

9.7 - Governing Law, Jurisdiction, and Venue

Jurisdiction and venue of any matter not subject to arbitration shall reside exclusively in Seminole County, State of Florida. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Florida shall govern all other matters relating to or arising from the Agreement. Notwithstanding the foregoing, and the arbitration provision in Section 9.6, residents of the State of Louisiana shall be entitled to bring an action against GeneWize Life Sciences in their home forum and pursuant to Louisiana law.

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SECTION 10 - PAYMENT AND SHIPPING

10.1 - Returned Checks

All checks returned by an AFFILIATE’S bank for insufficient funds will be resubmitted for payment. A $35.00 returned check fee will be charged to the account of the AFFILIATE. After receiving a returned check from a customer or an AFFILIATE, all future orders must be paid by Credit Card, money order or cashier’s check. Any outstanding balance owed to GeneWize Life Sciences by an AFFILIATE for NSF checks and returned check fees will be withheld from subsequent bonus and commission checks.

10.2 - Restrictions on Third Party Use of Credit Cards and Checking Account Access

An AFFILIATE shall not permit other AFFILIATES or Customers to use his or her credit card, or permit debits to his or her checking accounts, to enroll or to make purchases from the Company. Credit card purchases may only be made by the individual whose name and address is on the credit card. Any distributor who uses another individual’s credit card to pay for purchases must submit a credit card authorization form to Customer Service with the order prior to placing the order. GeneWize considers unauthorized credit card use as fraudulent and will report such actions to the proper authorities for settlement.

10.3 - Sales Taxes

In designing the GeneWize Life Sciences opportunity, one of our guiding philosophies has been to free AFFILIATES from as many administrative, operational, and logistical tasks as possible. In doing so, AFFILIATES are free to concentrate on those activities that directly affect their incomes, namely product sales and enrollment activities. To these ends, GeneWize Life Sciences relieves AFFILIATES of the burdens of collecting and remitting sales taxes, filing sales tax reports, and keeping records relative to sales taxes.

By virtue of its business operations, GeneWize Life Sciences is required to charge sales taxes on all purchases made by AFFILIATES and Customers, and remit the taxes charged to the respective states and taxing jurisdictions. Accordingly, GeneWize Life Sciences will collect and remit sales taxes on behalf of AFFILIATES, based on the suggested retail price of the products, according to applicable tax rates in the state or province to which the shipment is destined.

SECTION 11 - INACTIVITY, RECLASSIFICATION, AND CANCELLATION

11.1 - Effect of Cancellation

So long as an AFFILIATE remains active and complies with the terms of the AFFILIATE Agreement and these Policies and Procedures, GeneWize Life Sciences

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shall pay commissions to such AFFILIATE in accordance with the Marketing and Compensation Plan. All AFFILIATE’S bonuses and commissions constitute the entire consideration for the AFFILIATE’S efforts in generating sales and all activities related to generating sales (including building a Marketing Organization). Following a AFFILIATE’S non-renewal of his or her AFFILIATES Agreement, cancellation for inactivity, or voluntary or involuntary cancellation of his or her AFFILIATES Agreement (all of these methods are collectively referred to as “cancellation”), the former AFFILIATE shall have no right, title, claim, or interest in the Marketing Organization which he or she operated, or any commission or bonus from the sales generated by the organization. An AFFILIATE whose business is cancelled will lose all rights as an AFFILIATE. This includes the right to receive future commissions, bonuses, or other income resulting from the sales and other activities of the AFFILIATE’S former Marketing Organization. In the event of cancellation, AFFILIATES agree to waive all rights they may have, including but not limited to property rights, to their former Marketing Organization and to any bonuses, commissions or other remuneration derived from the sales and other activities of his or her former Marketing Organization.

Following an AFFILIATE’S cancellation of his or her AFFILIATE Agreement, the former AFFILIATE shall not represent himself or herself as a GeneWize Life Sciences AFFILIATE and shall An AFFILIATE whose AFFILIATE 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 prior to an involuntary cancellation).

11.2 - Reclassification Due to Inactivity

AFFILIATES who personally produce less than $150 BV of personal sales volume for any pay period, which includes BV from customers, will not receive a commission for the sales generated through their Marketing Organization for that pay period. If an AFFILIATE has not earned a commission for six consecutive months (and thus become “inactive”), his or her AFFILIATE Agreement may be canceled for inactivity. The AFFILIATE will then be reclassified as a Customer and entitled to purchase products at Customer Prices, as specified in Section 11.3.

11.3 - Involuntary Cancellation

An AFFILIATE’S violation of any of the terms of the Agreement, including any amendments that may be made by GeneWize Life Sciences in its sole discretion, may result in any of the sanctions listed in Section 9.1, including the involuntary termination of his or her AFFILIATE Agreement. Cancellation shall be effective on the date on which written notice is mailed, faxed, or delivered to an express courier for delivery to the AFFILIATE’S last known address (or fax number), or to his/her attorney, or when the AFFILIATE receives actual notice of cancellation, whichever occurs first.

GeneWize Life Sciences reserves the right to terminate all AFFILIATE Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease

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business operations; (2) dissolve as a corporate entity; or (3) terminate distribution of its products via direct selling.

11.4 - Voluntary Cancellation

A participant in this network marketing plan 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 AFFILIATES’ signature, printed name, address, and AFFILIATE I.D. Number. If an AFFILIATE is on the Autoship program, the AFFILIATE’S Autoship Agreement shall continue in force and the former AFFILIATE shall be reclassified as a Customer, unless the AFFILIATE also specifically requests that his or her Autoship Agreement also be canceled.

11.5 - Nonrenewal

An AFFILIATE may also voluntarily cancel his or her AFFILIATE Agreement by failing to renew the Agreement when due. The Company may also elect not to renew an AFFILIATE’S Agreement upon renewal date. See section 2.5 for AFFILIATE renewal details.

SECTION 12 -DEFINITIONS

Active Customer — A Customer who has purchased GeneWize Life Sciences products and is currently on the Autoship program.

Active AFFILIATE — An AFFILIATE who is qualified to receive all benefits of a GeneWize Independent Business. There are four ways for an AFFILIATE to qualify for “Active” status.

a) In the previous 31 days before any pay period, the AFFILIATE has 150 monthly PBV (Personal Bonus Volume). For example: If an AFFILIATE has two personally enrolled “non AFFILIATE” customers who are successfully receiving Autoship in the previous 31 days (2 X 75 PBV = 150BV), then the AFFILIATE has met this requirement and is “Active”; or, b) In the previous 31 days before any pay period, the AFFILIATE has 75 PBV (Personal Bonus Volume) “personal Autoship”. This simply means the AFFILIATE is receiving their personal LifeMap Product on Autoship. Important Note: Even if an AFFILIATE is entitled to free product under the “Enroll Four Program” the AFFILIATE must still have a valid credit card in place to pay their monthly shipping charge (currently $9.75/month). Or,

c) In the previous 90 days, the AFFILIATE has personally purchased an

“AFFILIATE package that contains an “Autoship product”; or,

d) In the previous 90 days, the AFFILIATE has personally enrolled a Customer with a Customer package that contains an “Autoship product.”

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e) Additionally, an AFFILIATE must remain in “good standing” and have paid their Annual Renewal fee (if applicable). See Annual Renewal Fee details Section 3.4.

Active Rank — The term “active rank” refers to the current rank of an AFFILIATE, as determined by the GeneWize Life Sciences Marketing and Compensation Plan, for any month or for any pay period. To be considered “active” relative to a particular rank, an AFFILIATE must meet the criteria set forth in the GeneWize Life Sciences Marketing and Compensation Plan for his or her respective rank. (See the definition of “Rank” below.)

AFFILIATE Starter Kit — A selection of GeneWize Life Sciences training materials and business support literature that each new AFFILIATE may purchase. The Starter Kit is sold to an AFFILIATE at the Company’s cost.

Agreement — The contract between the Company and each AFFILIATE includes the AFFILIATE Application and Agreement, the GeneWize Life Sciences Policies and Procedures, the GeneWize Life Sciences Marketing and Compensation Plan, and the Business Entity Registration Form (where appropriate), all in their current form and as amended by GeneWize Life Sciences in its sole discretion. These documents are collectively referred to as the “Agreement.”

Business Volume (BV) —The amount of commissionable value assigned to each product.

Cancel — The termination of an AFFILIATE’S business. Cancellation may be either voluntary, involuntary, through non-renewal or inactivity.

Customer — An individual who registers with GeneWize Life Sciences as a Preferred Customer pursuant to GeneWize Life Science’s Customer Program.

Downline — The Customers and AFFILIATES enrolled below a particular AFFILIATE.

Downline Activity Report — A monthly report generated by GeneWize Life Sciences that provides critical data relating to the identities of AFFILIATES, sales information, and enrollment activity of each AFFILIATES Marketing Organization. This report contains confidential and trade secret information that is proprietary to GeneWize Life Sciences.

Enroller — An AFFILIATE who enrolls a Customer or another AFFILIATE into the Company, and is listed as the Enroller on the AFFILIATE Application and Agreement. The act of enrolling others and training them to become AFFILIATES is called “Enrolling.”

Group Sales Volume — The commissionable value of GeneWize Life Sciences products or services sold by an AFFILIATES Marketing Organization. Group Sales

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Volume does not include the Personal Sales Volume of the subject AFFILIATE. (Starter Kits and sales aids have no Sales Volume.)

Immediate Household — Heads of household and dependent family members residing in the same house.

Level — The layers of Downline Customers and AFFILIATES in a particular AFFILIATES Marketing Organization. This term refers to the relationship of an AFFILIATE relative to a particular up line AFFILIATE, determined by the number of AFFILIATES between them who are related by Enrolled levels. For example, if A Enrolls B, who Enrolls C, who Enrolls D, who Enrolls E, then E is on A’s fourth level.

Marketing Organization — The Customers and AFFILIATES Enrolled below a particular AFFILIATE to an unlimited number of levels.

Official GeneWize Life Sciences Material — Literature, audio or video tapes, and other materials developed, printed, published and distributed by GeneWize Life Sciences to AFFILIATES.

Personal Production — Selling GeneWize Life Sciences products or services to an end consumer for personal use and whereby corresponding business volume is calculated and counted.

Personal Sales Volume (PSV) — The commissionable value of services and products sold in a pay period: (1) by the Company to an AFFILIATE; and (2) by the Company to the AFFILIATE’S personally enrolled Customers.

Rank — The “title” that an AFFILIATE has achieved pursuant to the GeneWize Life Sciences Marketing and Compensation Plan.

Recruit — For purposes of GeneWize Life Science’s Conflict of Interest Policy (Section 3.22), the term “recruit” means: (a) The actual or attempted solicitation, enrollment, encouragement, or effort to influence in any other way, either directly, indirectly, or through a third party, another GeneWize Life Sciences AFFILIATE or Customer to enroll or participate in another multilevel marketing, network marketing or direct sales opportunity; and (b) The conduct described in (a) above constitutes recruiting even if the AFFILIATES actions are in response to an inquiry by another AFFILIATE or Customer. This subsection (b) shall not be applicable in California.

Resalable — (only applies to Right Of Rescission period in each state) —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 within the trade to sell the merchandise at full price; 4) they are returned to GeneWize Life Sciences within one year from the date of purchase; and 5) the product contains current GeneWize Life Sciences labeling. Any merchandise that is clearly identified

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at the time of sale as nonreturnable discontinued, or as a seasonal item, shall not be Resalable.

Retail Customer — An individual who purchases GeneWize Life Sciences products from an AFFILIATE but who is not a participant in the GeneWize Life Sciences Marketing and Compensation Plan or the GeneWize Life Sciences Customer Program. See the definition of “Customer” above.

Sales Team — Each one of the AFFILIATES enrolled immediately underneath you and their respective Marketing Organizations represents one “sales team” in your Marketing Organization. You will have one “right side sales team” and one “left side sales team.”

Upline — This term refers to the AFFILIATE or AFFILIATES above a particular AFFILIATE in an Enroller relationship to the Company. Conversely stated, it is the line of enrollers that links any particular AFFILIATE to the Company.

policies_procedures

Documents

affiliate agreement

affiliate benefits

statement of policies

affiliate web sites

purpose of policies

compensation plan incorporated

general responsibilities

procedures effective