XENESTA INTERNATIONAL
STATEMENT OF POLICIES AND PROCEDURES

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1. The Company. Xenesta International, Inc., hereinafter “Xenesta” or “Company,” is a direct selling company marketing dietary supplements, nutritional supplements, quality of life products, benefits and financial services, to the consumer through Independent Brand Partners (Independent Contractors) hereinafter “Independent Brand Partners.” The policies and procedures herein are applicable to all Independent Brand Partners of the Company.  
2. Independent Brand Partners.  An Independent Brand Partner is one who has completed and agreed to a Company Application and Independent Brand Partner Agreement and these Policies and Procedures, and has been accepted by the Company as an Independent Brand Partner. The Company reserves the right to accept or reject anyone as an Independent Brand Partner.  
3. Independent Brand Partner’s Qualification. a) All Independent Brand Partners must be of legal age in the state in which they sell Company products or services. The Company will consider married couples as a single Independent Brand Partner/position. The Company does not encourage husbands and wives to sponsor each other. However, this will be allowed with the following stipulation; the spouse must be signed up directly to their spouse. They cannot be placed somewhere else in the downline. b) Should a husband/wife Independent Brand Partner divorce, they jointly should notify the Company as to how the position is to be managed thereafter. The Company will continue to pay commission checks in the same manner as before the divorce until it receives written notice signed by both parties or a court decree which specifies how future commission checks should be paid.  
4. Legal Entities. a) A partnership, corporation or limited liability company (a “Legal Entity”) may be an Independent Brand Partner. However, no individual may participate in more than one Independent Brand Partner position. An Independent Brand Partner position may change status under the same sponsor from an individual to a Legal Entity with proper and complete documentation. b) To become an Independent Brand Partner as a Legal Entity or to change status from an individual to one of these forms of Legal Entities, the Independent Brand Partner must request a Legal Entity Form from the corporate home office. This form must be submitted detailing all partners, stockholders, members, managers, officers or directors, as applicable, in the Legal Entity. In addition, the Independent Brand Partner must submit (and keep updated) a complete list of all directors, officers, shareholders, partners, members and managers, as applicable, of the Legal Entity and such other information reasonably requested by the Company from time to time. The individual who submits the form must be authorized to enter into binding contracts on behalf of the Legal Entity. In addition, by submitting the legal entity form, Independent Brand Partner certifies that no person with an interest in the business has had an interest in an Independent Brand Partner’s position within three months of the submission of the form (unless it is the continuation of an existing position that is changing its form of doing business). c) Although the Company offers an Independent Brand Partner the opportunity to conduct his/her

Independent Brand Partner’s position as a Legal Entity, since the Independent Brand Partner’s Legal Entity is under the control of its owners, the actions of individual owners may affect the Company and the Independent Brand Partner position. Therefore, the shareholders, officers, directors, partners, members, managers, agents or employees, as applicable, of a Legal Entity Independent Brand Partner are personally liable to the Company for the actions of the Legal Entity.  
5. Independent Brand Partners Status and Responsibilities.  Independent Brand Partners are independent contractors of the Company. The agreement between the Company and its Independent Brand Partners does not create an employer\employee relationship, agency, partnership, or joint venture between the Company and the Independent Brand Partners. Each Independent Brand Partner shall hold harmless the Company from any claims, damages or liabilities arising out of Independent Brand Partner's business practices. Independent Brand Partners have no authority to bind the Company to any obligation. Each Independent Brand Partner is encouraged to set up his\her own hours and to determine his\her own methods of sale, so long as he\she complies with the policies and procedures of the Company.  
6. Independent Brand Partners Business Conduct.  In the conduct of his/her business, the Independent Brand Partner shall safeguard and promote the reputation of the products and services of the Company and shall refrain from all conduct which might be harmful to such reputation of the Company or to the marketing of such products or inconsistent with the public interest, and shall avoid all discourteous, deceptive, misleading, unethical or immoral conduct or practices. Independent Brand Partners agree to conduct their business with the highest standards of honesty and integrity. Independent Brand Partners shall not make negative, disparaging, untrue or misleading comments about the Company, its owners, directors, officers, employees, other consultants of the Company or any other company or such company’s products. Independent Brand Partners shall not engage in any activities that may cause harm to the Company or any other Independent Brand Partner of the Company.  
7. Claims About Products.  When discussing or promoting Xenesta products, you may make only those representations found in literature published by Xenesta. You may also state that the products are safe when used as directed on the product labels. You may not state that any Xenesta product has been approved by the U.S. Food and Drug Administration. The Independent Brand Partner agrees not to sell any unsealed product. Statements suggesting that Xenesta products can be used to treat or remedy any illness, disease or medical condition are prohibited and shall be grounds for suspension or termination of your membership, at the sole discretion of Xenesta.  
8. Marketing Products Through Retail Establishments.  Xenesta is a direct sales company. Xenesta’s success is based upon our Independent Brand Partners selling directly (one-on-one) to the consumer, in a personal and caring manner.  In order to maintain this personal contact with Xenesta customers and to provide equal opportunity to all Independent Brand Partners to sell Xenesta products to consumers, Xenesta places certain restrictions on the sales of its products to or through commercial establishments.  a) Distribution of products is not permitted through chain stores. Xenesta determines chain stores to be any retail establishment with more than five (5) separate locations.  b) Xenesta will be the sole judge of whether a commercial enterprise violates the policies, spirit or intent of its guidelines and reserves the right to modify, amend or rescind its approval as

current business conditions may dictate.   In order to sell or display Xenesta products in a retail establishment*, an Independent Brand Partner must adhere to the following guidelines:   a) The Independent Brand Partner must complete a Retail Request/Release Form to be provided by Xenesta, documenting and communicating with corporate where products are being sold. b) The Independent Brand Partner is responsible to manage and superintend all products sold or displayed. c) Products must be offered at the Xenesta suggested retail and preferred customer pricing; d) The Independent Brand Partner must provide each customer with a Xenesta Retail Receipt (available in Independent Brand Partner’s Back Office) at the time of sale; e) Products must not be sold to anyone under the age of 18 without parental consent in writing; f) The Independent Brand Partner must only use product literature or representations published or approved by Xenesta. Brand Partners can submit their product literature or representations to“Marketing Compliance” through MarketingComplience@Xenesta.com. g) The Independent Brand Partner agrees not to sell any unsealed product.  
*”Retail establishment” refers to traditional retail outlets such as health clubs, gyms, food markets, gift shops, hair or nail salons and health professionals’ offices. Selling or promoting of Xenesta products in mall kiosks is strictly prohibited. Fairs, home shows, trade shows and other seasonal or annual events are not considered to be traditional “retail establishments”. You must therefore submit an Exhibition Request form to the Xenesta Compliance Department for approval to sell or display products at these events. Exhibition Request forms may be submitted to Marketing Compliance at MarketingComplience@Xenesta.com . Approval to sell or display Xenesta products in a retail establishment can be revoked at any time discretion of company.   As a matter of fairness to all Xenesta Brand Partners, Xenesta must strictly enforce this policy and take appropriate action against any Independent Brand Partner who fails to comply. Accordingly, first-time violations of this policy will result in a suspension of your membership; any subsequent violation will result in the termination of your membership. Xenesta does however, have the discretion to terminate upon a first time violation.  
9. Customer Refunds and Product Returns  All first-time orders of Xenesta Products (both Preferred and Retail Customers) come with a 30day money back guarantee.  a) You must refund a Preferred or Retail customer’s money immediately if asked to do so. (This does not include shipping and handling costs). Failure to do so may result in the suspension or termination of your membership, at the sole discretion of Xenesta.  b) When you refund your Preferred or Retail customer, you will receive a replacement for the product from Xenesta if you return the unused portion of the product along with a copy of the Retail Sales Receipt and a completed Retail Customer Product Return form to (forms also apply to “Preferred” Customers); Xenesta Returns 3131 Story Road West, Irving TX 75038 c) Retail Customer Product Return forms (also applies for “Preferred” Customers) are available in Independent Brand Partner’s Back Office or from Customer Service. You must request your replacement product within 30 days of the date you gave the refund to your Preferred or Retail

customer.  d) If a Preferred or Retail customer calls the corporate office to request a refund, Xenesta will notify the appropriate Independent Brand Partner.  e) If the Independent Brand Partner fails to refund the Preferred or Retail customer within seven days, the Independent Brand Partner may be suspended or terminated at the sole discretion of the Company.  
10. Consumer Centered Services and Products.  a) The Company's program is built upon retail sales of product and services to the ultimate consumer. Independent Brand Partners must fulfill published personal and / or down-line or group retail sales requirements to qualify for bonuses, overrides or advancements.  b) An Independent Brand Partner may not pay for another person’s membership.  c) No product purchase is required to become an Independent Brand Partner.  d) The success of the Company depends upon retail sales to the ultimate consumer; therefore, all forms of stockpiling are prohibited. The Company strictly prohibits the purchase of products solely in an attempt to qualify for advancement in the Compensation Plan. Such purchases are considered “Bonus Buying.” Independent Brand Partners engaged in this activity are subject to having their membership suspended without pay or terminated at Company discretion.  
11. Sponsor’s Responsibilities.  Any Independent Brand Partner who sponsors other Independent Brand Partners must fulfill the obligation of performing a bona fide supervisory function in the sale or delivery of product and services and in the training of those he/she sponsors. Independent Brand Partners must be available to provide communication and training with his/her sales organization. Examples of such communication may include, but are not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail, electronic mail, training sessions, and accompanying individuals to Company training and sharing genealogy information with those sponsored.  
12. Taxes.  Each Independent Brand Partner is responsible for complying with all state and local taxes and regulations with respect to commissions or any other earnings generated as an Independent Brand Partner of Company products and services.  
13. Company Representation.  Independent Brand Partners shall not advertise Company products and/or marketing plans except as specifically approved by the Company. Independent Brand Partners agree to make no false or fraudulent representations about the Company, the products, the Company compensation plan, or income potentials.  
14. Monthly or Annual Fees.  The recurring Independent Brand Partner fee will automatically be deducted from the credit card provided on the application form at the time the Independent Brand Partner joins the Company and purchases the service.  
15. Trademark, Trade Names, Advertising.  a) The name of the Company and other names and marks as may be used by the Company are proprietary trade names, trademarks and service marks of and owned by the Company. As

such, these marks are of great value to the Company and are supplied to an Independent Brand Partner for Independent Brand Partner's use only as expressly authorized in writing. Each Independent Brand Partner agrees to advertise the Company products and services only through the advertising or promotional materials made available to the Independent Brand Partner by the Company. Each Independent Brand Partner agrees not to use any written, printed, recorded or any other material in advertising, promoting or describing any product or service of the Company or the Company business which has not been supplied by the Company, unless such material has been submitted to the Company and approved in writing by the Company before being disseminated, published or displayed. Such material can be submitted to “Marketing Compliance” through the Independent Brand Partner’s Xenesta Life .com Business Center.  b) An Independent Brand Partner may not produce, use or distribute any information relative to the contents, characteristics or properties of Company product or service which has not been provided directly by the Company. This prohibition includes but is not limited to print, audio or video media.  c) An Independent Brand Partner may not produce, sell or distribute literature, films or sound recordings which are deceptively similar in nature to those produced, published and provided by the Company for its Independent Brand Partners, nor may an Independent Brand Partner purchase, sell or distribute non-company materials which imply or suggest that said materials originate from the Company.  d) Each Independent Brand Partner agrees to indemnify the Company and hold it harmless from any and all liability including judgments, civil penalties, refund, attorney fees, court costs or lost business incurred by the Company as a result of an Independent Brand Partner's unauthorized representation concerning the Company of its products or services or use of its trademarks, service marks or copyrights.  
16. Internet and Website Policy.  a) The Company maintains an official corporate website. Independent Brand Partners are allowed to advertise on the Internet through an approved Company program which provides Independent Brand Partners with replicated Company websites and Company-approved marketing materials present in Independent Brand Partners XenestaLife.com Business Center that can be personalized with the Independent Brand Partner's message and the Independent Brand Partner's contact information (the “Brand Partner Website”). The Independent Brand Partner Websites link directly to the Company website giving the Independent Brand Partner a professional and Company-approved presence on the Internet. Only these approved Independent Brand Partner Websites may be used by Independent Brand Partners in connection with their Xenesta business or unless Independent Brand Partner Website is approved by the Company.  b) Independent Brand Partners may not advertise or promote their Xenesta business or the Company’s products, trademarks or marketing plan or use the Company’s name in any electronic media or transmission, including on the Internet (such as Ebay, Amazon, Craigslist, etc.) except via a Independent Brand Partner Website unless media or transmission is approved by Company. No Independent Brand Partner may use “blind” ads on the Internet making product or income claims which are ultimately associated with Company products or services or the Company's business plans.  c) Independent Brand Partners may not use the trademarks of the Company or any derivative or abbreviation thereof as a domain name or email address.  d) When using the Brand Partner Websites and the Internet, Independent Brand Partners must abide by the guidelines set forth by the Company, including, but not limited to the following, Independent Brand Partner shall:

1) not make offers or solicitations in the guise of research, surveys or informal communication, when the real intent is to sell products or services or sponsor Independent Brand Partners;  2) whether or not they collect personal information from individual consumers, disclose to the consumer in a prominent place on the Brand Partner Website how the consumer information will be used;  3) provide individual consumers with an opportunity to prohibit the dissemination of personal information collected on-line, and if any consumer requests that his/her personal information not be shared, the Independent Brand Partner shall refrain from sharing such information;  4) provide individual consumers the option to terminate any further communication between the Independent Brand Partner and the consumer and if any consumer requests that an Independent Brand Partner cease communication, the Independent Brand Partner shall immediately stop communicating upon such request;  5) abide by all laws and regulations regarding electronic communications;6) not distribute content by use of distribution lists or to any person who has not given specific  permission to be included in such a process; spamming or distribution of chain letters or junk mail is not allowed; and 7) not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening,  harmful, vulgar, obscene or otherwise objectionable material or which could give rise to civil  liability or otherwise violate any applicable local, state, national or international law or regulation. e) When using the Brand Partner Website, Independent Brand Partners shall not defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. Independent Brand Partners shall not publish, post, upload, distribute, or communicate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. All communications shall respect the rights, opinions and sensitivities of others. Subjects not in support of the operation of an Independent Brand Partner’s Xenesta business, such as religious, political or social commentary should be avoided.  
17. No Spam Policy.  It is specific Company policy to prohibit Independent Brand Partners from sending unsolicited and/or bulk email (spamming) or information by facsimile relating to the Company's business and products and services. The Company has a zero tolerance policy of spamming practices.  
18. Representation of Status.  In all cases, any reference the Independent Brand Partner makes to him/herself must clearly set forththe Independent Brand Partner's independent status. For example, if the Independent Brand Partner has a business telephone, the telephone may not be listed under the Company's name or in any other manner which does not disclose the independent contractor status of the Independent Brand Partner.  
19. Newspaper Advertisements.  Some Independent Brand Partners use classified advertising in the newspapers to find prospects. All advertisements must be approved by the Company in advance.  
20. Business Cards and Stationery.  Any printed materials, including business cards and stationery, must be approved by the Company in advance. Criteria for approving these materials will include a judgment regarding the quality of the materials as well as properly setting forth the independent status of the

Independent Brand Partner.  
21. Telephone Solicitation.  The use of the Company's name or copyrighted materials may not be made with automatic calling devices or “boiler room” operations either to solicit Independent Brand Partners or retail customers.  
22. Press Inquiries and Media Interviews.  Any inquiries by the media are to be referred immediately to the Company. Independent Brand Partners are prohibited from granting radio, television, newspaper, tabloid, internet, or magazine interviews, or using public appearances, public speaking engagements, or making any type of statement to the public media to publicize the Company, its products or services or their Xenesta businesses, without the express prior written approval of the Company. This policy is to assure accuracy and consistent public image.  
23. Endorsements.  Federal and state regulatory agencies do not endorse direct selling programs. Therefore, Independent Brand Partners may not represent that the Company's program has been approved or endorsed by any governmental agency.  
24. Reproductions.  Independent Brand Partners may not produce or reproduce for sale or personal use products sold by the Company or any Company-produced literature, audio or video material, presentations, events or speeches, including conference calls, webinars, or video-conferences. Video and/or audio taping of Company meetings and conferences strictly is prohibited. Still photography is allowable at the discretion of the meeting host.  
25. Repackaging. Independent Brand Partners may not re-package products or materials of the Company.  
26. Trade Shows.  With written authorization from the Company, Company products and opportunity may be displayed at trade shows by Independent Brand Partners. Request for participation in trade shows must be receivedin writing by the Company at least two weeks prior to the show. Written authorization from the Company must be received before participating in the trade show. Company products and opportunity are the only products and/or opportunity that may be offered in the trade show booth. Only Company produced marketing materials may be displayed or distributed. No Independent Brand Partner may sell or promote the Company's products or business opportunity at flea markets, swap meets, or garage sales, etc. without prior Company approval. You must therefore submit an Exhibition Request form to the Xenesta Compliance Department for approval to sell or display products at these events. Exhibition Request forms may be submitted to Marketing Compliance at MarketingCompliance@Xenesta.com.  
27. Sales Presentations.  At all sales presentations, Independent Brand Partners shall truthfully identify themselves, their products, and the purpose of their business to prospective customers. Independent Brand Partners may not use any misleading, deceptive, or unfair sales practices. Explanation and demonstration of products and services offered shall be accurate and complete including, but

not limited to, with regard to price, terms of payment, refund rights, guarantees, and aftersales services and delivery. Personal or telephone contacts shall be made in a reasonable manner and during reasonable hours to avoid intrusiveness. Independent Brand Partners must immediately discontinue a demonstration or sales presentation upon the request of the consumer. Independent Brand Partners shall not directly or by implication, denigrate any other company or product. Independent Brand Partner shall refrain from using comparisons which are likely to mislead and which are incompatible to the principles of fair competition. Points of comparison shall not be unfairly selected and shall be based on facts which can be substantiated. Independent Brand Partner shall not abuse the trust of individual consumers, shall respect the lack of commercial experience of consumers and shall not exploit a customer’s age, illness, lack of understanding or lack of language expertise.  
28. International Sales.  No Independent Brand Partner may export or sell directly or indirectly to others who export the Company's products or services, literature, sales aids or promotional material relating to the Company, its products or the Company's program from the United States or its possessions or territories to any other country. Independent Brand Partners who choose to sponsor internationally may do so only in countries in which the Company has registered to operate its business and must comply fully with the rules of operation of the Company’s operation in that country.  
29. Renewal.  Independent Brand Partners must renew their status annually, and the Company has the right to decline to accept any renewal, in its sole discretion. The annual renewal fee is due on the anniversary date of acceptance of the Independent Brand Partner Agreement. The Company may charge a renewal fee and/or require that Independent Brand Partner execute a new Independent Brand Partner Agreement upon renewal. Independent Brand Partners not renewing by the renewal date shall be deemed to have voluntarily terminated their Independent Brand Partner relationship with the Company.  
30. Termination.  a) The Independent Brand Partner Agreement may be canceled for any reason by either party upon a thirty (30) day prior written notice to the other party.  b) The Company reserves the right to terminate any Independent Brand Partner at any time for cause when it is determined that the Independent Brand Partner has violated the provisions of the Independent Brand Partners Agreement, including the provisions of these Policies and Procedures. Such involuntary termination shall be made by the Company at its sole discretion. Upon an involuntary termination, the Company shall notify the Independent Brand Partner by mail at the latest Independent Brand Partner’s address listed with the Company. In the event of a termination, the terminated Independent Brand Partner agrees to immediately cease representing him/herself as an Independent Brand Partner of the Company.  
31. Returns.  a) An Independent Brand Partner who terminates his/her business relationship with the Company has the right to return for repurchase on commercially reasonable terms currently marketable inventory, including required Company-produced promotional materials, sales aids and kits in possession of the Independent Brand Partner or such materials purchased by the Independent Brand Partner for resale prior to the date of termination. For purposes hereof, “reasonable commercial terms” shall mean the repurchase of marketable inventory within 12 months from

the Independent Brand Partner’s date of purchase at not less than 90% of the Independent Brand Partner’s original net cost less appropriate set-offs and legal claims, if any. In addition, for purposes of this section, products shall not be considered “currently marketable” if returned for repurchase after the product’s commercially reasonable usable or shelf life period has passed; nor shall products be considered “currently marketable” if the Company clearly discloses to the Independent Brand Partner prior to purchase that the products are seasonal, discontinued, or special promotional products and are not subject to the repurchase obligation.  b) A written request must be submitted, stating the reason for the return of inventory and/or sales materials, and accompanied by proof of payment and a copy of the purchase order form or packing slip.  c) The Company will instruct the Independent Brand Partner where to ship the product for inventory and verification. Upon receipt and inspection of the return, the Company will process the appropriate refund. The Independent Brand Partner must pay the cost of return freight.  d) All commissions, overrides and/or bonuses paid to a terminated Independent Brand Partner and his/her up-line as a result of any product returned upon termination must be repaid to the Company from the Independent Brand Partners receiving such commissions, overrides and/or bonuses. The Company may deduct such amounts from any commissions or other amounts owed to such Independent Brand Partners.  
32. Buyer’s Right to Cancel.  Federal law grants a buyer the right to cancel certain sales without penalty prior to midnight of the third business day after the transaction. This rule covers retail consumer sales of $25.00 or more that occur away from the seller’s main office. Independent Brand Partners must orally inform the buyer of the three-day right to cancel at the time the buyer purchases the goods.  
33. Solicitation.  During the term of this Agreement, an Independent Brand Partner may not, directly or indirectly, on his/her own behalf or on behalf of any other person or entity, divert, solicit or hire any customer, Independent Brand Partner, or employee of the Company to terminate or alter his/her business or contractual relationship with the Company.  
34. Proprietary Information.  The Company will provide access via the Independent Brand Partner’s website “back-office” to company data, information and reports concerning the Independent Brand Partner's down-line sales organization. Each Independent Brand Partner agrees that such information is proprietary and confidential to the Company and is transmitted to the Independent Brand Partner in confidence. Each Independent Brand Partner agrees that he/she will not disclose such information to any third party directly or indirectly, nor use the information to compete with the Company directly or indirectly. The Independent Brand Partner and the Company agree that, but for this agreement of confidentiality and nondisclosure, the Company would not provide the above confidential information to the Independent Brand Partner. Each Independent Brand Partner acknowledges that the genealogy may contain information concerning an Independent Brand Partner, including, but not limited, to an Independent Brand Partner’s name, address, phone number, products and earnings, and each Independent Brand Partner consents to the dissemination of the genealogy.  
35. Vendor Confidentiality.  The Company's business relationship with its vendors, manufacturers and suppliers is

confidential. An Independent Brand Partner shall not contact, directly or indirectly, or speak to or communicate with any representative of any supplier or manufacturer of the Company except at a Company sponsored event at which the representative is present at the request of the Company.  
36. Death or Incapacitation.  Upon the death or incapacity of the Independent Brand Partner, his/her rights to bonuses and marketing position, together with Independent Brand Partner responsibilities, shall pass to his/her successors in Interest upon written application and approval by the Company. The successor Independent Brand Partner must fulfill all responsibilities of the independent consultant and execute the then current Independent Brand Partner Agreement.  
37. Transfer of Independent Brand Partner Position.  a) An Independent Brand Partner may not sell, assign or otherwise transfer his/her Independent Brand Partner position, marketing position or other Independent Brand Partner rights without written approval by the Company. The selling Independent Brand Partner must provide the Company with a copy of all documents which detail the transfer, including, without limitation, the name of the purchaser, the purchase price and terms of purchase and payment.  b) The Company possesses the right of first refusal with respect to any sale, assignment or transfer of any Independent Brand Partner position. An Independent Brand Partner wishing to sell, assign or transfer his/her business must first provide the Company with the right and option to make such a purchase or receive such transfer in writing on the same terms and conditions as any outstanding or intended offer. The Company will advise the Independent Brand Partner within 10 business days after receipt of such notice of its decision to accept or reject the offer.  c) If the Company fails to respond within the 10-day period or declines such offer, the Independent Brand Partner may make the same offer to the Independent Brand Partner's sponsor. If the sponsor declines the offer, the Independent Brand Partner may sell the Independent Brand Partner’s position to any person or entity who is not an Independent Brand Partner, married to or a dependent of an Independent Brand Partner or who has any interest in an Independent Brand Partner, but on the same terms and conditions as offered to the Company and/or sponsor.  d) Upon a sale, transfer or assignment being approved in writing by the Company, the purchaser must assume the position of the selling Independent Brand Partner and must execute a current Independent Brand Partner Agreement and all such other documents as reasonably be required by the Company.  e) An Independent Brand Partner who sells his/her Independent Brand Partner’s position shall not be eligible to re-qualify as an Independent Brand Partner for a period of at least six months after the sale.  
38. Agreement.  These Policies and Procedures are incorporated into the Independent Brand Partner Agreement.  
39. Amendment.  The Company expressly reserves the right to alter or amend prices, these Policies and Procedures, products and services and the Compensation Plan at anytime. Such amendments are automatically incorporated as part of the Independent Brand Partner Agreement and will be communicated to the Independent Brand Partner by posting on the Company website or through other Company communications. The cashing of a company commission check or acceptance of bonuses or commissions constitutes acceptance and agreement of such changes.

40. Sponsoring Rights.  a) All Independent Brand Partners have the right to sponsor others. In addition, every person has the ultimate right to choose his/her own sponsor. If two Independent Brand Partners should claim to be the sponsor of the same new Independent Brand Partner, the Company shall regard the first application received by the corporate home office as controlling.  b) As a convenience to its Independent Brand Partners, the Company may provide various methods of registering or informing the Company of newly sponsored Independent Brand Partners, including telephone registration and facsimile registration. Until such time as the Company receives an application and an executed Independent Brand Partner Agreement, either as hard copy, electronically, or by facsimile, containing all appropriate information, the Company will consider an incomplete registration in the category of “intended” registration.  
41. Transfer of Sponsorship.  Once an Independent Brand Partner has been sponsored, the sponsoring Independent Brand Partner has up to 30 days to place that individual. This placement is allowed only one time and is permanent, once placed.Transfer of sponsorship is rarely permitted and is actively discouraged. Maintaining the integrity of sponsorship is absolutely mandatory for the success of the overall organization. Any change of sponsorship is subject to final approval by Xenesta. A Independent Brand Partner may change sponsorship upon written request to Xenesta, accompanied by signed letters of approval from all eight immediate upline Independent Brand Partners. The written request must state clearly that all parties involved understand the consequences of the sponsorship or placement transfer and be signed by the appropriate parties. Alternatively, a Independent Brand Partner may change sponsorship by voluntarily terminating his or her existing position and maintaining no activity for a period of six months. The Independent Brand Partner may then enroll as a new Independent Brand Partner under any sponsor he or she chooses. If the period of six months has lapsed with no activity, the Independent Brand Partner may enroll as a new Independent Brand Partner under the sponsor of his or her choice.  
42. Commissions & Bonuses Eligibility.  To be eligible for monthly override commissions and bonuses, the Independent Brand Partner must comply by:  a) Maintain an active position and in good standing with the Company; and  b) Maintaining the minimum number of active Xenesta customers required at the achieved level.  
43. Chargebacks.  When a Brand Partner receives an “advanced” commission on any Xenesta product, they are subject to a chargeback of any “unearned” commissions if the membership receives a refund. Chargebacks will be deducted from any future commission checks until chargebacks are relieved. Bonuses received by Brand Partners are subject to a 100% chargeback due to fraudulent business or unethical activity.  
44. Roll-Ups.  At the end of the month (or 31 days) if an Independent Brand Partner drops below the Personal Volume (PV) or the Personal Qualifying Volume (PQV), that Brand Partner will be notified immediately and will have until the end of the next month to obtain a minimum of PV or PQV to prevent a roll-up of his or her down-line. If that Independent Brand Partner remains below the PV

or PQV for the following month, that Independent Brand Partner will forfeit their down-line to their active up-line Independent Brand Partner. If an Independent Brand Partner chooses to cancel, at the end of the following month after cancellation, their down-line will be forfeited to their active upline Independent Brand Partner and the Independent Brand Partner that canceled will become inactive.  
45. Income Claims.  No income claims, income projections nor income representations may be made to prospective Independent Brand Partners. Any false, deceptive or misleading claims regarding the opportunity or product\service are prohibited. In their enthusiasm, Independent Brand Partners areoccasionally tempted to represent hypothetical income figures based upon the inherent power of network marketing as actual income projections. This is counter-productive and prohibited, since new Independent Brand Partners may be quickly disappointed if their results are not as extensive or as rapidas a hypothetical model would suggest. The Company believes firmly that the income potential is great enough to be highly attractive in reality without resorting to artificial and unrealistic projections.  
46. Waiver.  The Company never gives up its right to insist on compliance with these Policies and Procedures or with the applicable laws governing the conduct of the Xenesta business. This is true in all cases, both specifically expressed and implied, unless an officer of the Company who is authorized to bind the Company in contracts or agreements specifies in writing that the Company waives any of these provisions.  
47. Governing Law.  These Policies and Procedures shall be governed by the laws of the State of Texas. The parties agree that jurisdiction and venue shall lie in Dallas, Texas.  
48. Partial Validity.  Should any portion of these Policies and Procedures or the Independent Brand Partner's Agreement, or of any other instruments referred to herein or issued by the Company be declared invalid by a court of competent jurisdiction, the balance of such rules, applications, or instruments shall remain in full force and effect.  
49. Customer Guarantee.  Independent Brand Partners must abide by the Company’s retail customer return policy.  
50. Warranties.  Except as expressly stated herein, the Company makes no warranty or representation as to the merchantability, fitness for a particular purpose, workmanship or any other warranty concerning any product or service purchased from or through the Company.  
51. Force Majeure.  The Company shall not be responsible for delays or failure in performance caused by circumstances beyond a party’s control, such as strikes, labor difficulties, fire, war, government decrees or orders or curtailment of a party’s usual source of supply.  

52. Arbitration.  a) Except as expressly set forth herein, all disputes, claims and controversies between Independent Brand Partners and the Company, relating to or arising out of the Independent Brand Partner Agreement, the Policies and Procedures, the Compensation Plan or its products or services, the rights and obligations of an Independent Brand Partner and the Company or any other claims or causes of action relating to the performance of any Independent Brand Partner under the Independent Brand Partner Agreement shall be settled totally and finally by arbitration in Dallas, Texas, or such other location as the Company prescribes, in accordance with Policies and Procedures and the Commercial Arbitration Rules of the American Arbitration Association. Except as expressly set forth herein, arbitration shall be the exclusive method available for resolution of such claims and disputes. b) There shall be one arbitrator who shall be an attorney who shall have expertise in business law transactions, and preferably an attorney knowledgeable in the direct selling industry. The Company shall select the arbitrator at its sole discretion from the panel which the American Arbitration Association provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. If an Independent Brand Partner files a claim or counterclaim against the Company, an Independent Brand Partner shall do so on an individual basis and not with any other Independent Brand Partner or as part of a class action. The arbitrator shall have the right in his/her discretion to authorize the obtaining of discovery, including the taking of depositions of witnesses for the purpose of discovery. The presentations of parties in the arbitration proceeding shall be commenced and completed within 60 days after the selection of the arbitrator and the arbitrator shall render his/her decision in writing within 30 days after the completion of such presentations. The decision of the arbitrator shall be final and binding on the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. At the request of any party, the arbitrator shall make and provide to the parties written findings of fact and conclusions of law. This agreement to arbitration shall survive any termination or expiration of the Independent Brand Partner Agreement.  c) Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity, use or registration of any mark, copyright, or other intellectual property or proprietary or confidential information of the Company without the Company’s prior written consent. The Company may seek any applicable remedy in any applicable forum with respect to these disputes.  d) Nothing in the Policies and Procedures shall prevent the Company from terminating the Independent Brand Partner Agreement or from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available to safeguard and protect the Company’s interests prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding.  e) Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the Policies or Procedures, Compensation Plan or the Independent Brand Partner Agreement.  
53. Sponsorship & Placement.  Every Independent Brand Partner that Sponsors a new Brand Partner will have the ability to Place that individual under a different Brand Partner (Enroller) in their downline. They can be both Sponsor and Enroller, or they can choose to sponsor them and place them under someone else in their downline. Independent Brand Partners are entitled to sponsor other Independent Brand Partners in the U.S. and Other Countries (as specifically authorized). However, Independent Brand Partners

are compensated only for the generation of sales of products to end consumers, not for sponsoring new Independent Brand Partners into the program. 
54. Notices.  Unless otherwise provided, any notice or other communications requested or permitted to be given shall be in writing and shall be delivered personally, transmitted by facsimile or sent by first class, certified (or registered) or express mail, postage prepaid. Notices shall be deemed given when delivered personally, or if transmitted by facsimile, one day after the date of that facsimile, or if mailed, five days after the date of mailing to the address of Xenesta’s headquarters or to the Independent Brand Partner address as provided by the Independent Brand Partner, unless notice of an address change has been received by Xenesta. Xenesta shall have the right, as an alternative method of notice under this Section, to use other normal channels of communications with Independent Brand Partner.  
55. Privacy Policy.  Xenesta is committed to ensuring that your privacy is protected. Xenesta’s Privacy Policy governs the manner in which we collect, use, maintain and disclose information collected from users (each, a "User") of the www.Xenesta.com website ("Site"). Should we ask you to provide certain information by which you can be identified when using the Xenesta corporate website, you can be assured that it will only be used in accordance with our published privacy policy found at www.Xenesta.com. Our privacy policy applies to the Site and all products and services offered by Xenesta. We may change our Privacy Policy from time to time by updating the Privacy Policy page on our website. Please visit the page periodically to review any updates or changes.