THE OMNITRITION SALES AND MARKETING PLAN AND RULES AND REGULATIONS HANDBOOK

REVISED AS OF JANUARY 30, 2013

TABLE OF CONTENTS

Page
  1. DEFININITION OF TERMS USED TO DESCRIBE THE OMNITRITION BUSINESS OPPORTUNITY5
  2. OMNITRITION SALES AND MARKETING PLAN7
    • BECOMING AN IMA8
    • THE RESPONSIBILITIES, RIGHTS AND PRIVILEGES OF PERSONAL SALES8
    • ACCUMULATING PROFIT SCALE8/9
    • QUALIFYING AS A SUPERVISOR9
    • DOWN-LINE SALES10
    • MATCHING VOLUME10
    • FULLY QUALIFIED SUPERVISOR10
    • Royalty Override Percentage Scale11
    • REMAINING AN IMA11
    • REMAINING A FULLY QUALIFIED SUPERVISOR11
    • BONUS LEVEL SUPERVISOR11
    • RETROACTIVE ADJUSTMENT12
  3. RULES AND REGULATIONS 13
    • INTRODUCTION 13
    • SECTION A- THE OMNITRITION CODE OF PROFESSIONAL ETHICS 14
    • SECTION B- INDEPENDENT MARKETING ASSOCIATE STATUS 15
      • B-1Becoming an IMA 15
      • B-2Distributor Kit 15
      • B-3Distributor Rights 15
      • B-4Capacity to Contract 15
      • B-4.1Co-Applicant 15
      • B-5Married Couples 15
      • B-6Simultaneous Interests15
      • B-7Corporations, Partnerships and Trusts 15
      • B-8Fictitious and/or Assumed Names, Social Security or EIN Numbers 15
      • B-9Annual Renewal15
      • B-10Independent Contractor Status 16
      • B-11Indemnity Agreement 16
      • B-12Taxation16
      • B-13Legal Compliance 16
      • B-14Distributorship Identification Number 16
      • B-15No Exclusive Territories 16
      • B-16Other Products16
      • B-17Cross-Group Selling 16
      • B-18Income, Earnings or Sales Representations16
      • B-19Binding Agency16
      • B-20Voice Mail Usage17
    • SECTION C- SPONSORSHIP OBLIGATION 18
      • C-1Sponsoring18
      • C-2Multiple Application and Agreement of Distributorship18
      • C-3Training Requirement18
      • C-4Transferring Sponsorship18
      • C-5Acquisition of Business18
      • C-6Voluntary Resignation18
      • C-7Suspension and Termination18
      •  Termination for Non-Response19
      •  Referral to the Omnitrition Ethics Committee19
      • C-8Effect of Probation 19
      • C-9Effect of Suspension19
      • C-10Effect of Resignation or Termination19
      • C-11Terms for Reinstatement20
      • C-12Transferability or Sale20
      • C-13Succession20
      • C-14Confidentiality Agreement21
      • C-15Communications with Manufacturers21
      • C-16Bonus Level Supervisor Commitment21
    • SECTION D- TRADEMARKS, LITERATURE AND ADVERTISING 22
      • D-1Trademarks22
      • D-2Yellow and White Page Listings22
      • D-3"800" Telephone Number Listing22
      • D-4Imprinted Checks22
      • D-5Imprinted Business Cards or Letterhead23
      • D-6Literature, Flyers and Handouts23
      • D-7Print and Electronic Advertising23
      • D-8Media Interviews23
      • D-9Endorsements23
      • D-10Down-line Communication23
      • D-11Distributor Training24
      • D-12Medical Claims24
      • D-13Distributor Services24
      • D-14Repackaging Prohibited24
      • D-15Recordings24
      • D-16Books, Articles and Tapes24
      • D-17Telephone Answering24
      • D-18Publication Release24
    • SECTION E- PAYMENT OF COMMISSIONS, OVERRIDES AND BONUSES 25
      • E-1Application and Agreement of Distributorship25
      • E-2Monthly Period25
      • E-3Commissions, Royalty Override, Royalty and Revenue Sharing Bonus Payment Date25
      • E-4Royalty Override, Bonus Level Royalty Override and Revenue Sharing Bonus Payments25
    • SECTION F- PURCHASE AND SALE OF PRODUCTS 26
      • F-1Distributor Kit26
      • F-2Stockpiling Prohibited26
      • F-370% Rule26
      • F-4Retail Sales Rule26
      • F-4.1Retail Sales Rule Regulations26
      • F-5Product Purchase27
      • F-6Purchasing Through a Delegate27
      • F-7Payment Options27
      • F-8Telephone Orders27
      • F-9Faxed Orders27
      • F-10Shipping Costs27
      • F-11Refused Shipments27
      • F-12Timely Product and Material Delivery27
      • F-13Damaged Goods28
      • F-14Price Changes28
      • F-15Receipts and Retail Pricing28
      • F-16Sales Tax28
      • F-17Prohibited Types of Retail Selling28
      • F-18Permitted Types of Retail Selling28
      • F-19International Selling28
      • F-20Out of Date Product28
      • F-21Credit Card Purchases29
      • F-22Down-line Sales29
    • SECTION G- REFUND POLICY 30
      • G-1Customer Returns30
      • G-2Quality Assurance31
      • G-3Resignation Returns31
      •  (a) For Products Purchased from Omnitrition31
      •  (b) For Products Purchased from Your Up-line32
      •  (c) Supervisor Purchases32
      • G-4 Effect of Resignation Returns32
    • SECTION H- ETHICS, COMPLIANCE & ENFORCEMENT 33
    • SECTION I- MISCELLANEOUS GENERAL PROVISIONS 34
      • I-1Record Keeping34
      • I-2Press Inquiries34
      • I-3Governmental Endorsement34
      • I-4Burden of Proof of Communication34
      • I-5Product Liability Insurance34
      • I-6Amendments34
      • I-7Non-Waiver Provision34
      • I-8Jurisdiction and Venue35
      • I-9Entire Agreement35
      • I-10Limitation of Liability35
      • I-11Injunctive Relief35
      • I-12Legal Construction35
      • I-13Liability35
      • I-14Permission to Audio Tape35
    • NOTE TO APPLICANT 36
    • IMA ANNUAL RENEWAL 36

DEFINITION OF TERMS USED TO DESCRIBE THE OMNITRITION BUSINESS OPPORTUNITY

The following terms have specific Omnitrition International, Inc. ("Omnitrition") definitions, so please become familiar with them, and make them part of your vocabulary as quickly as possible. See the Sales and Marketing Plan Section for further details and requirements. All bold terms in this Omnitrition Handbook are herein defined.

Accumulating Profit Sliding Scale. An earned discount of up to 40% of product orders that is based on the highest monthly Personal/Group Volume, which is attained by and IMA.

Bonuses. Compensation made up of periodic promotional bonuses and Bonus Level Royalty Overrides.

Bonus Level Royalty Overrides. A bonus of up to 4% of the Royalty Value of the Personal/Group Volume of the fourth, fifth, and sixth generations of Fully Qualified Supervisors that is paid to Fully Qualified Supervisors in recognition of their outstanding training and leadership achievement, commitment and dedication to Omnitrition.

Commission. A 5% to 40% accumulating discount differential paid by Omnitrition to an active IMA for any Sales Volume, produced by that IMA's Personal/Group Organization, which is purchased directly from Omnitrition during a month, provided all requirements are met.

Customer, New. Individuals who, at the time of a retail sale, are not Qualifying or Fully Qualified Supervisors or Distributors, except for Distributors who are personally sponsored by the selling IMA, and have not previously purchased any product from Omnitrition or it's IMAs.

Customer, Retail. For purposes of the Retail Sales Rule (Form 1025), a Retail Customer is either (1) a New Customer or (2) an individual who is not an IMA who purchases products from an IMA. A Retail Customer must purchase the products in an amount greater than the price paid for the products by the IMA.

Distributor. Any individual who has submitted a completed original Omnitrition Application and Agreement of Distributorship which has been accepted by Omnitrition, but who has not yet met the requirements of a Fully Qualified Supervisor. Distributors may purchase products from their up-line Distributor or Fully Qualified Supervisor or directly from Omnitrition.

Distributorship. The entity whereby an individual may participate in the Omnitrition's Sales and Marketing Plan.

Down-line Sales. The product sales made from an IMA's inventory to another IMA within their Personal Group Organization. When a Distributor has met the qualifications to be a Fully Qualified Supervisor, copies of these sales must be sent to Omnitrition along with their Supervisor Application. If the products sold down-line were part of the selling IMA's volume used to qualify for Supervisor, the volume is Allocated Volume to the purchasing IMA. If the products sold down-line were not part of the selling IMA's qualifying volume, the volume is Unallocated Volume to the purchasing IMA.

Generation. A Fully Qualified Supervisor who achieves at least $500 is Personal/Group Volume in a month.

Independent Marketing Associate ("IMA"). Any Distributor, Qualifying Supervisor, or Fully Qualified Supervisor is considered an IMA.

Leg. A Leg is the Down-line Organization of an IMA's 1st Generation Fully Qualified Supervisor.

Level. The relative position the one IMA has to another IMA within any given Down-line Organization in Omnitrition.

Lineage. All IMAs who are part of the same Down-line Organization as a result of sponsoring or being sponsored.

Organization, Down-line. All IMAs, not Fully Qualified Supervisors, who are sponsored within an IMA's Down-line Organization, but who are not within the Down-line Organization of another Fully Qualified Supervisor.

Organization, Personal/Group. All IMAs, not Fully Qualified Supervisors, who are sponsored within an IMA's Down-line Organization, but who are not within the Down-line Organization of another Fully Qualified Supervisor.

Organization, Up-line. The lineage of sponsorship above an IMA's own Distributorship.

Profit, Retail. The difference between the discounted price paid for Omnitrition products by an IMA, and the price collected from a Retail Customer.

Profit, Wholesale. The discount profit earned by an IMA from the Down-line sale to an IMA within his or her Personal/Group Organization.

Qualifying Month. The month in which an IMA completes all of the requirements to become a Fully Qualified Supervisor.

Retail Sale. A sale of Omnitrition product, by an IMA, to a Retail Customer. (For compliance with the Retail Sales Rule [Form 1025], the sale must be at an amount greater than the amount paid for the product by the IMA).

Royalty Override. A payment of up to 5% of the Royalty Value of the Personal/Group Volume generated by up to three Generations of Fully Qualified Down-line Supervisors.

Royalty Value (RV). The value assigned to all Omnitrition products on which Royalty Overrides and Bonus Level Royalty Overrides are calculated and paid.

Sponsor. The IMA listed as the sponsor on an Omnitrition IMA's Application and Agreement of Distributorship.

Supervisor, Qualifying. An IMA who has met all of the requirements to become a Fully Qualified Supervisor is a Qualifying Supervisor for the remainder of their Qualifying Month. This IMA will be a Fully Qualified Supervisor as of the first day of the month after meeting all of the qualifications.

Supervisor, 1st Generation. The first Fully Qualified Supervisor within an IMA's Down-line Organization who accumulated a minimum of $500 of Personal/Group Volume in a given month.

Supervisor, Fully Qualified. An IMA who has achieved $4,000 in Personal/Group Volume in any one month or $2,000 in Personal/Group Volume in two consecutive months ($1,000 of which is Unallocated Volume during each qualifying month), and who has submitted a completed Supervisor Application to Omnitrition. This IMA will be given a Fully Qualified Supervisor date as of the first day of the month after meeting all of the qualifications. Fully Qualified Supervisors are entitled to purchase products within the Omnitrition Sales and Marketing Plan at a 40% discount. Fully Qualified Supervisors may only purchase products directly from Omnitrition.

Volume, Allocated. The Personal/Group Volume in the Down-line Legs of an IMA, which total $4,000. In addition, Personal/Group Volume in increments of $1,000, which have $4,000 of Allocated Volume below them, will also be Allocated Volume. Amounts in excess of the allocated increments are Unallocated. Any volume, which cannot be considered Unallocated Volume, is Allocated Volume.

Volume, Group. The Sales Volume within a Fully Qualified Supervisor's Personal Organization achieved by an IMA after attaining the 40% discount privilege.

Volume, Matching. The Personal/Group Volume a sponsoring Supervisor must have generated from Omnitrition in a month, which is equal or exceed the Personal/Group Volume achieved by any IMA in that Supervisor's Personal Organization who is qualifying for Supervisor.

Volume, Personal. The Sales Volume achieved by an IMA and his or her Personal/Group Organization at less than a 40% discount, excluding the volume achieved by an IMA after attaining the 40% discount privilege.

Volume, Personal/Group. The total of both your Personal Volume, and Group Volume. It is also the value upon which the Accumulating Profit Sliding Scale is based.

Volume, Sales. The amount of Omnitrition products sold based on suggested retail selling price.

Volume, Unallocated. Any product personally purchased from Omnitrition plus the Personal/Group Volume in the Down-line Legs of an IMA, which total $4,000, will be Allocated Volume. In addition, Personal/Group Volume in increments of $1,000, which have $4,000 of Allocated Volume below them, will also be Allocated Volume. Amounts in excess of the allocated amounts are Unallocated Volume.

OMNITRITION SALES AND MARKETING PLAN

The Omnitrition Sales and Marketing plan has been designed so that an IMA will have an opportunity to succeed through dedication, hard work, perseverance, integrity and the application of good business principles. This Sales and Marketing Plan is an outstanding example of the way in which any determined individual with the willingness to work can participate in the free enterprise system.

A retail sales organization can grow to levels that provide not only direct retail sales income, but also Bonuses. The IMA who sponsors others into their specific networks, and provide training and leadership, can earn both Retail and Wholesale profits and qualify to earn Royalty Overrides and Royalty Bonuses based on the individual sales of those IMAs that they have sponsored and trained. To earn Royalty Overrides and Bonus Level Royalty Overrides, Fully Qualified Supervisors, who otherwise qualify, must comply with the Omnitrition Retail Sales Rule. (No retail sales = no profit = no royalties.) All income, at every level, must be earned through this retail sales system.

This Omnitrition Sales and Marketing Plan is one of the most successful marketing concepts in existence today. Each and every IMA begins in the same position with an equal opportunity for success and advancement. The rewards an IMA receives from operating his or her business will depend, in part, on the time and effort put into the business. The information in this section is an important guide to sales development; it also shows how IMAs can make the most of their opportunity through the Omnitrition Sales and Marketing Plan.

There are five ways to earn as an IMA:

  1. Retail Profits. As an IMA, you purchase Omnitrition products at a discount. The difference between the discounted price paid for Omnitrition products by an IMA and the price received from a Retail Customer is your Retail Profit. Retail Sales are the cornerstone of your business. With effort, you can increase your Sales Volume. People who love the Omnitrition products and also appreciate the excellent opportunity may want to become IMAs. This leads to the second way to earn money as an Omnitrition IMA.
  2. Discount or Wholesale Profit. As you sponsor new IMAs into your Personal Organization, you can also earn a Discount Profit on their Sales Volume. You earn the difference between your sponsored Distributor's percentage of discount and your own. For example, if you are at the 40% discount level, and one of your distributors purchases products from Omnitrition at the 20% level, you earn 20% discount profit from Omnitrition on that Sales Volume. The wholesale Profit is the percentage difference between discounted price collected from an IMA in your Personal/Group Organization for a down-line sale and the price that you paid to Omnitrition for those products. (See requirements for Matching Volume.)
  3. Royalty Override. After IMAs become Fully Qualified Supervisors and help their new distributors to attain Fully Qualified Supervisor status, they can then earn up to a 5% Royalty Override calculated on the Royalty Value of the Personal/Group Volume through three Generations of Fully Qualified Supervisors, as well as the Group Volume within their own Personal/Group Organization.
  4. Bonus Level Royalty Override. As a Down-line Organization continues to grow, a Supervisor who commits to growing his or her Omnitrition business may earn certain Bonus Level Royalty Overrides of up to 4% calculated on the Royalty Value of the Organizational Sales Volume of additional Generations of Fully Qualified Supervisors. (See Bonus Level Supervisor requirements for earning on your fourth, fifth and sixth generations.)
  5. Periodic Promotional Bonuses. From time to time, Omnitrition sets aside a certain percentage of its national Sales Volume to be disbursed amongst those Fully Qualified Supervisors who achieve the requirements set forth by Omnitrition.

BECOMING AN IMA

  1. An applicant is required to carefully read the Omnitrition Rules and Regulations, correctly complete an original Application and Agreement of Distributorship, then mail or express the original Application and Agreement of Distributorship to Omnitrition. Omnitrition, however, reserves the right to decline any Application and Agreement of Distributorship.
  2. It is the responsibility of an IMA to be fully informed regarding Omnitrition's Code of Professional Ethics, Rules and Regulations, and Policies and Procedures. Additional training materials are available to an IMA following the receipt and acceptance of the Application and Agreement of Distributorship.
  3. An applicant officially becomes and Omnitrition IMA when a properly completed original Application and Agreement of Distributorship has been processed and accepted by Omnitrition. Once accepted, the new IMA is entitled to purchase Omnitrition products from Omnitrition at the applicable discount.

THE RESPONSIBILITIES, RIGHTS AND PRIVILEGES OF PERSONAL SALES

Omnitrition is a direct sales, person-to-person marketing company. This means that Omnitrition products are sold directly to the general public through a network of independent distributors rather than through traditional retail outlets such as health food, grocery or drug stores. This method of selling has proven to be one of the most successful marketing concepts in existence today. IMAs can earn money immediately as a result of retail sales made by them. Profits may increase as the IMA sells to more retail customers and repeat business develops. IMAs quickly learn that a firm foundation of continued retail sales is one of the surest ways to be a successful IMA.

It is essential that each Omnitrition IMA personally experience the benefits of the Omnitrition products. This is the cornerstone of an IMA's credibility and ability to share the Omnitrition products with others. As an IMA, you may be asked questions by your customers; about either the products themselves, or the way they should be used. Those questions should be answered by product labels or by company produced or approved product brochure information. If nutritional or technical questions are asked, please refer the person to their personal physician. Omnitrition IMAs are prohibited from making health or income claims about Omnitrition products or stating anything which is not set forth in official Omnitrition literature.

ACCUMULATING PROFIT SLIDING SCALE

In order to purchase at a discount using the Accumulating Profit Sliding Scale, a new IMA need only to purchase a Distributor Kit and sign the Application. As an IMA's aggregate Personal/Group Volume increases, he or she is entitled to purchase products on the Accumulating Profit Sliding Scale, which provides up to a 40% discount off the suggested retail-selling price. This gives the IMA a profit margin from which to build retail business.

Should IMAs obtain product from their Sponsors and/or Fully Qualified Supervisor's personal inventory for the sole purpose of advancing an IMA on the Accumulative Profit Sliding Scale, those sales must be reported to Omnitrition by telephone within twenty-four hours.

ACCUMULATING SLIDING PROFIT SCALE

HIGHEST MONTH

PERSONAL/GROUP PROFIT
SALES VOLUME PERCENT
Distributor Kit
20%
$500.01-$1,000
25%
$1,000.01-2,000
30%
$2,000.01-4,000
35%
$4,000.01+
40% (see note below)

An IMA can earn profits from the Accumulating Profit Sliding Scale. For example, while on the Sliding Scale, Distributors may earn Discount Profits on sales and purchases made by their down-line Distributors. If one of your Distributors places an order with Omnitrition and your discount is higher than your down-line Distributor's, you can earn the difference on your down-line Distributor's order.

ADVANCING ON THE SLIDING PROFIT SCALE

Once an Individual has purchased a Distributor Kit, and Omnitrition has accepted and processed the application the new IMA will be at a 20% profit level on accumulating profit scale. When the IMA achieves the volume necessary in one calendar month to advance to a higher percentage on the accumulating profit scale they will remain there until they achieve a higher profit level or until Dec. 31 of the following year ( at the 40% profit level the IMA must become a fully qualified Supervisor or they will start the next month at the 35% profit level on the accumulating profit scale). All IMA'S must re-qualify for any discount over 20% on a yearly basis.

NOTE: At the 40% profit level the IMA must become a fully qualified Supervisor or they will start the next month at the 35% profit level on the accumulating profit scale.

QUALIFYING AS A SUPERVISOR

A Distributor may qualify as a Supervisor by achieving $4,000 in Personal/Group Volume in one month, or $2,000 in Personal/Group Volume in two consecutive months, with at least $1,000 Unallocated Volume in each qualifying month. Once these requirements are met, and the IMA submits a completed Supervisor Application to Omnitrition, the IMA will be a Fully Qualified Supervisor as of the first day of the following month. Fully Qualified Supervisors purchase products at a 40% discount, and this 40% will extend until such time as it becomes necessary to re-qualify for Supervisor (See "REMAINING A FULLY QUALIFIED SUPERVISOR" on page 12 of this Handbook.) Fully Qualified Supervisors may only purchase products directly from Omnitrition. If all of the requirements to become a Fully Qualified Supervisor are not met during the month, the IMA will be at a 35% discount. Qualifying Supervisors must attain Fully Qualified Supervisor status in order to be eligible to earn Royalty Overrides and Bonuses.

Should IMAs obtain product from their Sponsor's and/or Fully Qualified Supervisor's personal inventory for the sole purpose of qualification, these sales must be documented by using a product order form showing the selling and purchasing IMAs and the products sold for the month that an IMA qualifies for Supervisor. These orders must be attached to their Supervisor Application (See Down-line Sales Section for applicable restrictions.

DOWN-LINE SALES

Down-line Sales are sales by an IMA to another IMA within their Personal/Group Organization. From time to time, Omnitrition may place limits on the amount an IMA may down-line to another IMA. An IMA may not sell to a Fully Qualified Supervisor or to any other IMA outside their Personal/Group Organization. Down-line sales must be documented by using a product order form showing the selling and purchasing IMAs and the products sold, and for the month that an IMA qualifies for Supervisor. These orders must be attached to their Supervisor Application (See Omnitrition's Essential Business Forms.) Down-line Sales for the sole purpose of advancing an IMA on the Accumulating Profit Sliding Scale must be reported to Omnitrition by telephone within twenty-four hours of the Down-line Sales. Any product sold down-line to a Qualifying Supervisor must be matched (See Matching Volume requirements.) Product purchased by an IMA from the IMA's up-line may be sold down-line within that IMA's Personal/Group Organization. However, the matching requirement of the sale is based on the original purchase of the product from Omnitrition. (See Rule F-22.)

MATCHING VOLUME

MATCHING VOLUME REQUIREMENTS DO NOT APPLY TO TRANSACTIONS WHEREIN AN IMA BECOMES A QUALIFYING SUPERVISOR THROUGH DIRECT PURCHASES FROM OMNITRITION. RATHER, THESE REQUIREMENTS APPLY TO THOSE TRANSACTIONS IN WHICH QUALIFYING SUPERVISORS USE PERSONAL/GROUP VOLUME PURCHASED FROM THEIR UP-LINE.

When qualifying a new Supervisor in your Personal/Group Organization, the Personal/Group Volume used to qualify that new Supervisor must either be volume purchased from Omnitrition in that qualifying month or it must be purchased by you or a non-qualifying IMA in your Personal/Group Organization. Products sold to non-qualifying IMAs in your Personal/Group Organization do not have to be matched.

The Sponsoring Supervisor who fails to match Personal/Group Volumes for Qualifying Supervisors during the allowable time frame will be given ten days following the close of that month to match the Personal/Group Volume with only the loss of corresponding eligible Royalty Override, Bonus Level Royalty Override and other Bonus income from that line of sponsorship for a period of three consecutive months.

Should the Sponsoring Supervisor fail to match the Personal/Group Volume by the deadline, he or she will permanently lose this Qualifying Supervisor, the total corresponding down-line, all Royalty Overrides and Bonus Level Royalty Overrides generated by the Qualifying Supervisor. The purpose of the Matching Volume requirement is to prevent the overstocking of inventory and to avoid manipulation of the Marketing Plan.

FULLY QUALIFIED SUPERVISOR

A distributor who has achieved $4,000 in Personal/Group Volume in one month, or $2,000 in Personal/Group Volume in two consecutive months with at least $1,000 Unallocated Volume in each qualifying month, and who has submitted a properly completed Supervisor Application to Omnitrition, becomes a Fully Qualified Supervisor on the first day of the month, following completion of the requirements.

A Fully Qualified Supervisor is not only entitled to receive the top purchase discount of 40%, but also can earn Royalty Override and Bonus incomes from their Organizational Sales Volume. A Fully Qualified Supervisor can earn up to a 5% Royalty Override on the Royalty Value of the Personal/Group Volume of at least three Generations of Down-line Fully Qualified Supervisors. A Fully Qualified Supervisor is eligible to earn Royalty Overrides beginning on the first day following the month that all of the requirements are met to become fully qualified. As Supervisors' Down-line Organizations grow, they may become eligible to earn Royalty Overrides of additional Generations of Down-line Supervisors. Both Royalty Overrides and Bonus Level Royalty Overrides are based on a Supervisor's Personal/Group Volume for each month. If no Personal/Group Volume is produced then no Overrides are earned. Fully Qualified Supervisors may only purchase products directly from Omnitrition.

The following table shows the Personal/Group Volume requirements that must be met to receive a royalty Override and/or Bonus Level Royalty Override payment(s):

ROYALTY/BONUS OVERRIDE

PERSONAL/GROUP VOLUME
PERCENTAGE EARNED
$0-$499.99
0%
$500-$999.99
1%
$1,000-$1,499.99
2%
$1,500-$1,999.99
3%
$2,000+
5% on levels 1,2 & 3 (for levels 4-6 please see Bonus Level Supervisor)

REMAINING AN IMA

There is no Sales Volume requirement to maintain the status of IMA. To remain an IMA, one must apply for renewal and pay the applicable renewal application fee by January 1 of each year. Omnitrition reserves the right to decline any renewal application. Moreover, all IMAs are expected to abide by the Omnitrition Code of Professional Ethics and the Rules and Regulations if they are to remain an IMA in good standing. In the event an IMAs application for renewal is declined, the applicable renewal application fee will be refunded.

REMAINING A FULLY QUALIFIED SUPERVISOR

A fully Qualified Supervisor must be an active IMA in good standing with Omnitrition. Once Omnitrition, recognizes IMAs as being Fully Qualified Supervisors, they retain that status for the remainder of their qualifying calendar year and the following year, should they renew. However, a Fully Qualified Supervisor must re-qualify during the following calendar year, and each year thereafter, in any of the ways allowed under the Omnitrition Sales and Marketing Plan. (Example: An IMA qualifies for Supervisor in September of 2002. Their Fully Qualified date is October 1, 2002. They will remain fully qualified for the remainder of 2002 and 2003. However, to remain Fully Qualified after December 31, 2003, the IMA would have to re-qualify sometime during 2001. After that, re-qualification is necessary every year.)

BONUS LEVEL SUPERVISOR

Once a Fully Qualified Supervisor begins to grow their Omnitrition business and recognizes the potential value of their organization, he or she may wish to make a greater commitment toward that growth. For those wishing to do so, Omnitrition, in exchange, will make available to that Fully Qualified Supervisor Royalty Override income on the fourth, fifth and sixth generations of Fully Qualified Down-line Supervisors, based on certain restrictions and qualifications.

Bonus Level Commitment Required: Fully Qualified Supervisors must agree in writing (by signing a Non-Compete Agreement) not to compete with Omnitrition and their Omnitrition Distributorship by being a member of, or owning an interest in, another Direct Sales/Multi-Level Marketing Company. The Fully Qualified Supervisor cannot transfer his or her interest in another Direct Sales/Multi-Level Marketing Company in an attempt to circumvent the Bonus Level Commitment described in this paragraph. Additionally, to comply with Rule F-4, five of the Supervisor's Retail Customers must be New Customers.

Training Required: Additionally, you must have $4,000 Personal/Group Volume to earn Royalty Overrides on the 4th, 5th or 6th generations. Fully Qualified Supervisors may be required to attend training classes designed to teach distributors how to do the business in an ethical and responsible manner. These schools are geared to meet the needs of Supervisors as they progress through their new business and to ensure that the Omnitrition network operates as a legitimate business enterprise.

As compensation for that Bonus Level Commitment and completion of the required training, Royalty Overrides may be earned on the Personal/Group Volume of up to six generations of Fully Qualified Down-line Supervisors, based on the following qualifications:

Note: All tests are performed on a Leg basis. Each Leg in the down-line of a Bonus Level Supervisor can pay a different number of generations based on the following tests:

TEST 1

If the total of the Personal/Group Volume of your First Generation Fully Qualified Supervisor through your Sixth Generation Fully Qualified Supervisor in a Leg equals $10,000 or more, you are eligible to earn on the Personal/Group Volume of six generations of Fully Qualified Supervisors in that Leg. If not, then

TEST 2

If the total of the Personal/Group Volume of your First Generation Fully Qualified Supervisor through your Fifth Generation Fully Qualified Supervisor in a Leg equals $7,500 or more, you are eligible to earn on the Personal/Group Volume of five generations of Fully Qualified Supervisors in that Leg. If not, then

TEST 3

If the total of the Personal/Group Volume of your First Generation Fully Qualified Supervisor through your Fourth Generation Fully Qualified Supervisor in a Leg equals $5,000 or more, you are eligible to earn on the Personal/Group Volume of four generations of Fully Qualified Supervisors in that Leg.

If none of these three tests are met on a Leg, then you are eligible to earn on the Personal/Group Volume of three generations of Fully Qualified Supervisors in that Leg.

RETROACTIVE ADJUSTMENT

In the event that it is determined at any time that one or more of a Fully Qualified Supervisor's Legs did not properly qualify due to miscalculations, violations of the Rules governing the Compensation Plan, or as a result of product returns, an IMA's pay status may be retroactively reduced or eliminated for payments previously made to him or her. Any overpayments must be repaid to Omnitrition.

RULES AND REGULATIONS

INTRODUCTION

As an IMA in the Omnitrition program, you are required to understand and comply with the rules, regulations, policies and procedures contained in the Handbook and any additional Omnitrition training materials. If you are unclear about any rule, regulation, policy or procedure, you are encouraged to contact the Omnitrition Ethics Department by sending a written request seeking clarification of, or exception from, Omnitrition's Rules and Regulations. Oral or telephone requests will not be considered. Exceptions and/or amendments to these rules may only be made in writing.

Omnitrition reserves the right to amend these Rules and Regulations by publishing amendments at any time it deems appropriate. It is the IMA's responsibility to maintain an understanding of Omnitrition's Rules and Regulations and the Code of Professional Ethics. Omnitrition honors and complies with all federal, state, and local regulations governing direct sales network marketing and its products, and require every IMA in the program to do the same.

Therefore, it is very important that you read and understand the information in the following Sections. Review the Code of Professional Ethics and The Rules and Regulations often. They explain and govern the relationship between you, as an IMA of Omnitrition, and Omnitrition International.

In addition to any specific remedy set forth herein for a breach of any Rule and Regulation, Omnitrition shall be entitled to have the benefit of any additional remedy provided to it by law or in equity.

THE OMNITRITION CODE OF PROFESSIONAL ETHICS
SECTION A

A-1. An IMA will be honest and fair in all his or her dealings while acting as an IMA of Omnitrition, including when dealing with potential customers and distributors, as well as other Omnitrition IMAs, Omnitrition employees and officers, and when filing reports and documents with the Company. An IMA shall be respectful, courteous and considerate toward Omnitrition, its officers, directors, employees and distributors.

A-2. An IMA will perform all his or her professional activities in a manner that will enhance his or her reputation and the positive reputation established by Omnitrition.

A-3. An IMA will comply with federal, state, and local laws and regulations when selling Omnitrition products and conducting his or her distributorship business.

A-4. An IMA will be courteous and respectful to every person contacted in the course of his or her Omnitrition business. An IMA shall not insult, defame or harass others when conducting business, attending Omnitrition sponsored events or using Omnitrition's voice mail system.

A-5. An IMA will fulfill his or her leadership responsibilities as a sponsor, including training and otherwise supporting the IMAs in his or her sales organization.

A-6. An IMA will not misrepresent the Omnitrition products or compensation plan, nor will an IMA engage in any other deceptive or illegal practice.

A-7. An IMA will not make any medical claims concerning any Omnitrition product (including claims of therapeutic or curative properties), offer medical advice, or make statements which are not contained in official Omnitrition literature, nor will an IMA represent or comment upon the income potential of the Omnitrition compensation plan.

A-8. An IMA understands and agrees that an IMA is solely responsible for all financial and/or legal obligations incurred by the IMA in the course of his or her business as an IMA of Omnitrition products and/or services.

A-9. An IMA will not solicit from the proprietary rolls or "genealogical" printouts from other direct sales and network marketing companies.

A-10. An IMA will not use sales materials or professional associations that may be regarded as proprietary by other companies.

A-11. An IMA will conduct his or her IMA Distributorship in such a way as to respect the products and professionalism of Omnitrition.

A-12. An IMA realizes that network marketing is an exciting way of bringing a vast array of products and services to the marketplace, and that Omnitrition seeks to promote the reputation of all reputable network marketing and direct sales companies that are furthering the cause of personal independence and financial freedom for their independent distributors.

A-13. When dealing with his or her retail customers, an IMA will always honor the Omnitrition 100% satisfaction, 30-day money-hack guarantee.

A-14. Omnitrition, in its sole discretion, may suspend and/or terminate a distributor who has been determined to have engaged in conduct detrimental to the interests of Omnitrition or its distributors.

A-15. An IMA has the duty and obligation to inform the Ethics Department of Omnitrition, in writing, of any known or suspected instance of rules violations.

INDEPENDENT MARKETING ASSOCIATE STATUS
SECTION B

B-1 Becoming an IMA. An applicant becomes an IMA of Omnitrition when a completed original Application and Agreement of Distributorship is received, processed and accepted by Omnitrition. Application and Agreement of Distributorships which are not properly signed and dated, or which contain false information, will not be accepted and will be returned to the applicant. Application is available in the Distributor Kit.

B-2 Distributor Kit. Purchasing a Distributor Kit and signing an Application and Agreement of Distributorship are all that is needed to become an Independent Marketing Associate. (IMA)

B-3 Distributor Rights. All active IMAs are authorized to sell Omnitrition products and to participate in the Omnitrition Sales and Marketing Plan.

B-4 Capacity to Contract. IMAs must be of legal age, competent and have the capacity to contract in the state in which they reside.

B-4.1 Co-Applicants. If a distributorship has a co-applicant, both the applicant and the co-applicant are responsible for adhering to these rules and regulations.

B-5 Married Couples. Married couples, by statue or common law, who both wish to be IMAs, must share a single Distributorship entity. When only one spouse has signed the Application and Agreement of Distributorship, only that spouse is deemed to be an IMA of Omnitrition. IMAs who marry after becoming IMAs may maintain separate Distributorships. Where only one spouse originally signed the Application and Agreement of Distributorship, the other spouse may later become a co-applicant of that distributorship by sending in a new Application and Agreement of Distributorship and a $25 processing fee. Whether one or both spouses sign the Application and Agreement of Distributorship, the Distributorship is responsible for rules violations by either and both the husband and the wife are bound by each of the rules contained herein. When a married couple sharing a single Distributorship entity divorces or legally separates, Omnitrition will continue to pay Commission, Royalty Override and Bonus Level Royalty Override checks as before the divorce or separation until it receives a notarized written statement, signed by both parties, or a court decree specifying the disposition of the Distributorship pursuant to any decree of divorce. Any changes in the designated beneficiary of commission, bonus, and royalty override checks pursuant to the decree of divorce are subject to the provisions of Rule C-12 (f).

B-6 Simultaneous Interests. IMAs, as well as their spouses, may not hold simultaneous financial interests in more than one Distributorship entity, except as provided for in Rule B-5 above, nor may any IMAs enter into any revenue or bonus sharing agreements.

B-7 Corporations, Partnerships and Trusts. An IMA cannot register their Distributorship as a corporation, partnership or trust and Omnitrition will not recognize a corporation, partnership or trust as a Distributor. However, individuals who are Omnitrition IMAs may conduct their business through such entities. The Distributorship must be in the individual's name. Omnitrition may, in its sole discretion, pursuant to the written request of an IMA, issue checks in the name of an assignee. Such an assignee may be a corporation, partnership or trust. Once Omnitrition has granted such a request, an Assignment Form must be completed and submitted to Omnitrition. The above does not in any way release the individual IMA from his or her obligations as an Omnitrition IMA, and the IMA shall continue to be bound by, and Omnitrition shall have the right to enforce any violation of, the Rules and Regulations against the IMA in his or her individual capacity.

B-8 Fictitious and/or Assumed Names, Social Security or EIN Numbers. A person or business entity may not apply as an IMA using a fictitious or assumed name, FIN or social security number. Any IMA using such false information shall be subject to suspension and/or termination.

B-9 Annual Renewal. IMAs must renew their Distributorship status annually. Omnitrition reserves the right to refuse any renewal application in its sole discretion. The annual renewal application fee is due within 1 year from sign up date annually and is the sole responsibility of each IMA. Any IMA not applying for renewal by the renewal due date will placed in a suspended status (See Rule C-9 for the effect of suspension). Any IMA not applying for renewal will be deemed to have voluntarily resigned his or her IMA relationship with Omnitrition, and be subject to the effects of Rule C-6. Such IMAs will have thereby forfeited all sponsorship rights, position, discount earned, Down-line Organization and any applicable compensation as provided in Subsection E of the Rules and Regulations.

B-10 Independent Contractor Status. All IMAs are contractors, independent of Omnitrition. They are not franchisees, joint ventures, partners, employees, owners or agents of Omnitrition. IMAs are strictly prohibited from stating or implying, whether orally or in writing, that they are franchisees, joint ventures, partners, employees, owners, or agents of Omnitrition. IMAs have no authority to bind Omnitrition to any obligation or to speak on behalf of Omnitrition, its shareholders, directors, officers or employees.

B-11 Indemnity Agreement. Each IMA agrees to indemnify and hold harmless Omnitrition, its subsidiaries, affiliates, and all their shareholders, officers, agents, employees, and directors, against any claim, demand, liability, loss, cost, or expense, including, but not limited to, court costs or attorneys fees, asserted against or suffered or incurred by any of them by reason of, directly or indirectly, arising out of or in any way related to or connected with, allegedly or otherwise, that IMA's (i) activities as an Omnitrition IMA; (ii) breach of the terms of these Rules and Regulations; or (iii) violation of or failure to comply with any applicable federal, state or local law or regulation.

B-12 Taxation. IMAs will not be treated as employees, franchises, joint ventures, partners, or agents of Omnitrition with respect to the Internal Revenue Code, Social Security Act, State Unemployment Acts, or any other federal, state, or local statute, ordinance, rule, or regulation.

B-13 Legal Compliance. All IMAs shall comply with all federal, state, and local laws, statutes, regulations, and ordinances concerning the operation of their Distributorship. All IMAs are responsible for their own managerial decisions and expenditures, including all estimated income and self-employment taxes. At the end of each calendar year, Omnitrition will issue an IRS Form No. 1099 to each IMA whose Omnitrition Income totaled $600 or more during that year.

B-14 Distributorship Identification Number. All persons making application to become IMAs are to furnish to Omnitrition a Social Security number. Omnitrition will use this number in all transactions.

B-15 No Exclusive Territories. There are no exclusive territories for marketing, sales or recruiting purposes, nor shall any IMA imply or state that he or she has an exclusive territory. There are no geographical limitations (within the U.S. and its possessions) for the selling of Omnitrition's products and the sponsoring of new IMAs.

B-16 Other Products. Subject to the non-compete provisions of Rule C-16, IMAs are not restricted from selling the products or services of other companies. However, all IMAs are strictly prohibited from promoting any other direct sales or network marketing program or to sell a non-Omnitrition product or service to any Omnitrition IMA, other than to an IMA's first level, personally sponsored IMA. For purposes of this Rule B-16, the term "promoting" is used in its broadest sense and includes, but is not limited to, the following (i) disseminating information, either orally or in writing; (ii) providing applications; (iii) recruiting; or (iv) otherwise making another direct sales or network marketing opportunity available.

B-17 Cross-Group Selling. IMAs are not permitted to engage in cross-group selling. Cross-group selling is the sale by one IMA to another IMA outside his or her Personal/Group Organization.

B-18 Income, Earnings or Sales Representations. IMAs are not permitted to make any income, earnings or sales representations, except for their own documented individual earnings. Each IMA's financial success depends entirely upon his or her individual effort, locale and dedication to the Omnitrition career opportunity.

B-19 Binding Agency. Any authorized agent of a Distributorship acting with authority or apparent authority on behalf of such Distributorship, whether or not a spouse or employee, paid or unpaid, shall comply with the Rules and Regulations contained herein. An Omnitrition IMA may not act as agent or representative for another Omnitrition IMA. Failure of such agent to achieve compliance with these Rules and Regulations will subject the IMA to suspension and/or termination as provided herein.

B-20 Voice Mail Usage. Voice mail is considered a privilege granted to Omnitrition IMAs for the conduct of Omnitrition business. Many important announcements and other business communications are distributed to Omnitrition IMAs through Omnitrition's Voice Mail System. Omnitrition IMAs are expected to remain apprised and informed of such announcements and communications at all times. Profanity, abusive language, harassment and use of the voice mail system for purposes other than furthering the interests of Omnitrition will not be tolerated, and, if such conduct occurs, the offending IMA shall lose his or her voice mail privileges and, in circumstances that warrant such actions, his or her status as an Omnitrition IMA shall be suspended and/or terminated.

SPONSORSHIP OBLIGATION
SECTION C

C-1 Sponsoring. Omnitrition IMAs are entitled to sponsor others into the Omnitrition Sales and Marketing Plan anywhere within the countries authorized by Omnitrition International, Inc. IMAs receive no compensation for the act of sponsoring.

C-2 Multiple Application and Agreement of Distributorships. If an applicant should submit multiple Application and Agreement of Distributorship Forms listing different sponsors, then only the first completed Application and Agreement of Distributorship Form received by Omnitrition will be considered for acceptance and processing.

C-3 Training Requirement. IMAs who sponsor a new IMA are required to ensure that the new IMA is aware of the Omnitrition Code of Professional Ethics and the Rules and Regulations. All sponsors must ensure that a new IMA receives a complete Omnitrition Handbook, including without limitation, a copy of the Omnitrition Code of Professional Ethics and the Rules and Regulations. Any sponsor who fails to fulfill this responsibility is subject to suspension and/or termination.

Additionally, a Sponsor is encouraged to inform new IMAs about:

C-4 Transferring Sponsorship. Although a transfer of sponsorship seldom is permitted, an IMA may request to transfer to a different Sponsor by submitting in writing to Omnitrition a notarized request for transfer, which fully explains the exact reasons for the transfer request. Any transfer of sponsorship requires the written approval of Omnitrition, which can be withheld in Omnitrition's sole discretion, and, if granted, will apply only to the IMA making the request and not the transferring IMA's Down-line Organization.

C-5 Acquisition of Business. Any IMA desiring to acquire an interest in another Omnitrition IMA's Distributorship must first terminate all rights to his or her existing distributorship status and wait for a period of six (6) months from the date Omnitrition receives notice of resignation or allow his or her renewal status to lapse, before becoming eligible to acquire the other interest. The sale of the transferring IMA's Distributorship is subject to the terms and provisions of Rule C-12.

C-6 Voluntary Resignation. Subject to Rules C-7 through C-Il, an IMA may voluntarily resign his or her Distributorship status by non-renewal or by sending a NOTARIZED written notice to Omnitrition that he or she desires to terminate his or her IMA status. Voluntary resignation is effective upon the date renewal was due, or upon receipt of such notice by Omnitrition at its corporate headquarters, as applicable. An IMA who VOLUNTARILY resigns his or her Distributorship may reapply after waiting six (6) months from Omnitrition receipt of the resignation before reapplication. An IMA who fails to renew his or her Distributorship by the annual renewal date, may reapply under the same or different Sponsor after waiting six (6) months from the expiration of the renewal date. Any person reapplying after either a voluntary resignation or failure to renew loses their right to earn royalties based upon his or her Down-line Organization prior to such resignation or non-renewal.

C-7 Suspension and Termination. Should Omnitrition have a reasonable belief that an IMA (including any agent, employee, or representative of the IMA) has violated the Omnitrition Application and Agreement of Distributorship, the Code of Professional Ethics, or the Rules and Regulations, Omnitrition may suspend that IMA's Distributorship. In the event Omnitrition elects to suspend an IMA's distributorship pursuant to this Rule C-7, a written notice of suspension shall be forwarded to the IMA. The notice of suspension shall summarize the suspected violation(s) of the Omnitrition Application and Agreement of Distributorship, the Code of Professional Ethics, or the Rules and Regulations. The suspended IMA shall have the right to respond to the notice of suspension by submitting a written response to Omnitrition, along with any evidence the IMA would like the Omnitrition Ethics Committee to consider.

  1. Termination for Non-Response. If Omnitrition has not received a written response from the IMA within twenty days following the transmittal of the notice of suspension, the IMA's Distributorship shall be terminated without further notice.
  2. If Omnitrition receives a written response from the suspended IMA within twenty days following the transmittal of the notice of suspension, the suspension shall be referred to Omnitrition's Ethics Committee for resolution. It is understood, and the parties agree, that the Omnitrition Ethics Committee is vested with the discretion to resolve any factual disputes related to rules violations, and such determination shall be final. Within ten days of Omnitrition's receipt of the IMA's response to the notice of suspension, the Ethics Committee shall convene and review the evidence relating to the suspension. Based on the information before it, the Omnitrition Ethics Committee shall take one of the following actions:
    • a) Terminate the IMA's Distributorship;
    • b) Reinstate the IMA's Distributorship; or
    • c) Place the IMA's Distributorship on probation pursuant to conditions which the Ethics Committee deems appropriate, in its sole discretion, under the circumstances.

The decision of the Ethics Committee shall be forwarded to the IMA in writing and shall be final. Further, in the event an IMA seeks Judicial review of a decision of the Omnitrition Ethics Committee, the parties agree that the standard for such review will be an "abuse of discretion" standard. All notices given under Rule C-7 shall be sent by overnight delivery (i.e., Express Mail, Federal Express, UPS, etc.) to the IMA's address of record and shall be deemed delivered upon deposit with the U.S. Post Office or private carrier. Any response should likewise be delivered in such a manner as to verify receipt by Omnitrition (i.e. Express Mail, Federal Express, UPS, etc.). Omnitrition considers all complaint information to be strictly confidential.

C-8 Effect of Probation. In the event that an Omnitrition IMA's Distributorship is placed on probation pursuant to Rule C-7 or C-11, the IMA must strictly comply with all the terms of the probation in order to be fully reinstated. Probationary terms may include, but are not limited to, any of the following: (1) withholding of or disqualification from participating in Commissions, Royalty Overrides, Bonus Level Royalty Overrides, and revenue sharing bonuses; (2) minimum Personal/Group Volume requirements; (3) minimum sponsorship requirements; (4) enhanced reporting requirements related to retail and wholesale sales and/or levels of inventory; (5) enhanced retail sales requirements; (6) training and leadership requirements; or (7) execution of an agreement not to compete with Omnitrition and the IMA's Distributorship. Upon successful completion of probation an IMA's Distributorship shall be fully reinstated. In the event that the Omnitrition Ethics Committee determines that an IMA has failed to comply with the terms of a probation, the IMA's Distributorship shall be terminated without prior notice.

C-9 Effect of Suspension. Should an IMA's Distributorship be placed into suspension pursuant to Rule C-7, the IMA shall have no right (i) to represent, and shall cease representing, himself or herself as a Distributor of Omnitrition products; (ii) to purchase additional products from Omnitrition or an IMA; or (iii) to receive any unpaid Commissions, Royalty Overrides, Bonus Level Royalty Overrides, or revenue sharing bonuses. Any Commission, Royalty Override, Bonus Level Royalty Override, or revenue sharing bonus checks not yet delivered to the IMA on the date of suspension shall be held by Omnitrition pending resolution of the suspension. In the event the IMA's Distributorship is reinstated without probation, such withheld Commission, Royalty Override, Bonus Level Royalty Override, or revenue sharing bonus checks, if any, shall be forwarded to the IMA. Upon reinstatement, an IMA shall not be entitled to reimbursement for Royalty Overrides, Bonus Level Royalty Overrides, or revenue sharing bonuses, which the IMA was unable to earn due to his or her inability to purchase Omnitrition products or make retail sales.

C-1O Effect of Resignation or Termination. Resignation or termination results in the IMA's permanent loss of the right to his or her sponsored Down-line Organization. Furthermore, the resigning or terminated IMA shall cease his or her representation as an Omnitrition IMA and have no right to purchase additional products or to receive additional compensation from Omnitrition. An IMA who has had his or her Distributorship terminated may not reapply to Omnitrition within twelve months of the termination. Termination is retroactive to the first day of the month in which the Omnitrition Ethics Committee determines that a violation of the Omnitrition Application and Agreement of Distributorship, the Code of Professional Ethics, or the Rules and Regulations first occurred. Accordingly, an IMA shall not be entitled to receive any Commissions, Royalty Overrides, Bonus Level Royalty Overrides, or revenue sharing bonuses for business completed following the effective date of termination. Additionally, Omnitrition may retain any Commissions, Royalty Overrides, Bonus Level Royalty Overrides, or revenue sharing bonuses otherwise due the terminated IMA in order to offset any damages Omnitrition may have suffered as a result of the IMA's violation(s) of the Omnitrition Application and Agreement of Distributorship, the Code of Professional Ethics, or the Rules and Regulations.

C-11 Terms for Reinstatement. After an IMA has been terminated for a rules violation, that IMA may, after some period of time, desire to reenter as an IMA. Depending on the seriousness of the rules violation, if it is deemed appropriate by the Ethics Committee, that IMA may be allowed to be reinstated subject to certain restrictions. These restrictions will be enforced during a probation period to be set by the Ethics Committee, which will also determine the severity of the restrictions. In all cases, the time frame and severity of the probation will attempt to match the seriousness of the rule violation. Restrictions may include such things as Personal/Group Volume, business building and recruiting requirements, training and leadership commitments, or a non-compete requirement.

C-12 Transferability or Sale. The sale, assignment or transfer of all or part of an IMA's Distributorship entity is subject to the following rules and conditions:

C-13 Succession. Upon the death of an IMA, the deceased IMA's Distributorship entity shall pass first to the co-applicant, and if there is no co-applicant, to his or her successors-in-interest as provided by law. However, Omnitrition shall not recognize such a transfer until the successor-in-interest has submitted an Application and Agreement of Distributorship, together with certified copies of the death certificate and the will, trust, or other transferring instrument. Additionally, the successor-in-interest must be of legal age and agree to be bound by the terms and conditions of the Application and Agreement of Distributorship.

C-14 Confidentiality Agreement. (i) Any information contained in a genealogical, down-line or earnings report of Omnitrition, (ii) any financial or manufacturing information, (iii) information obtained during the conduct of his or her Omnitrition business, or (iv) any other information designated confidential, orally or in writing, by Omnitrition and provided to an IMA, is proprietary and confidential to Omnitrition (the "Confidential Information"). The IMA shall hold the Confidential Information in strict confidence and shall not disclose, publish, sell or license the Confidential Information to any third party, including another IMA, or use the Confidential Information in any manner not expressly permitted in writing by Omnitrition. Upon termination or resignation of an IMA's Distributorship for any reason, the IMA agrees promptly to return all Confidential Information to Omnitrition, and destroy any copies thereof. The IMA and Omnitrition agree that, but for this agreement of confidentiality and nondisclosure, Omnitrition would not provide the Confidential Information to the IMA.

C-15 Communications with Manufacturers. Omnitrition's business relationship with its manufacturers, formulators, consultants and suppliers are confidential. An IMA shall not contact, directly or indirectly, or speak to or communicate with any representative of any manufacturer, formulator, consultant or supplier of Omnitrition except at an Omnitrition corporate sponsored event at which the representative is present at the request of Omnitrition.

C-16 Bonus Level Supervisor Commitment. Omnitrition's base compensation plan provides for a three Generation pay out for Royalty Overrides. In addition to the three base Generations, subject to the following restrictions, there are three bonus Generations available to those Fully Qualified Supervisors who demonstrate the required commitment to Omnitrition.

Fully Qualified Supervisors must agree in writing not to compete with Omnitrition Distributorship by being a member of another Direct Sales/Multi-Level Marketing Company. Such Fully Qualified Supervisors will not be eligible to receive Bonus Level Royalty Overrides, as provided in this paragraph C-16, by transferring his or her interest in another Direct Sales/Multi-Level Marketing Company to his or her spouse or dependent(s). Additionally, to comply with Rule F-4, 5 of 10 of the Supervisor's Retail Customers must be New Customers.

Training Required: Additionally, in order to earn Royalty Overrides on the 4th, 5th or 6th generations of Personal/Group Volume, Fully Qualified Supervisors may be required to attend training classes designed to teach distributors how to do the business in an ethical and responsible manner. These schools are geared to meet the needs of supervisors as they progress through their new business and to ensure that the Omnitrition network operate as a legitimate business enterprise.

As compensation for that Bonus Level Commitment and completion of the required training, Royalty Overrides may be earned on the Personal/Group Volume of up to six Generations of Fully Qualified Down-line Supervisors, based on the following qualifications:

Note: All tests are performed on a Leg-by-Leg basis. Each Leg in the down-line of a Bonus Level Supervisor can pay a different number of generations based on these.

TEST I

If the total of the Personal/Group Volume of your First Generation Fully Qualified Supervisor through your Sixth Generation Fully Qualified Supervisor in a Leg equals $10,000 or more, you are eligible to earn on the Personal/Group Volume of six Generations of Fully Qualified Supervisors in that Leg. If not, then

TEST 2

If the total of the Personal/Group Volume of your First Generation Fully Qualified Supervisor through your Fifth Generation Fully Qualified Supervisor in a Leg equals $7,500 or more, you are eligible to earn on the Personal/Group Volume of five Generations of Fully Qualified Supervisors in that Leg. If not, then

TEST 3

If the total of the Personal/Group Volume of your First Generation Fully Qualified Supervisor through your Fourth Generation Fully Qualified Supervisor in a Leg equals $5,000 or more, you are eligible to earn on the Personal/Group

Volume of four Generations of Fully Qualified Supervisors in that Leg.

TRADEMARKS, LITERATURE, AND ADVERTISING
SECTION D

D-1 Trademarks. The name and logo of Omnitrition and the names and logos of all Omnitrition products, whether or not legally registered trademarks, are exclusively owned or licensed by Omnitrition International, Inc. Only Omnitrition is authorized to produce and market products and literature under these trademarks. Use of the Omnitrition name on any item not produced by Omnitrition without its express written consent is prohibited. Omnitrition may, upon request, grant a specific and temporary license of one or more of its marks to be used in connection with an IMA's advertising efforts. Such license is limited in use to the IMA's written request, using Omnitrition business forms, which has been expressly approved in writing by Omnitrition. Such license is limited to the specific use approved on the request and none other. Additionally, such license is automatically revoked in the event the licensee is not an IMA in good standing. Further, Omnitrition reserves the right to revoke this license at any time, for any reason. An IMA found to have used any Omnitrition trademark without express written consent in a manner, which has not been approved, may lose his or her status as an IMA and may be subject to suspension and/or termination.

Identification of your status as an Omnitrition IMA may only be presented in one of the following formats:

Use of abbreviations or acronyms is prohibited

.

D-2 Yellow and White Page Listings. IMAs are permitted to use the Omnitrition trade name in advertising their telephone and fax numbers in the white and/or yellow page sections of the telephone book, provided prior written approval has been obtained from Omnitrition. Requests for approval must be submitted on the Yellow/White Page Listing Request Form No. 1020 (see Omnitrition's Essential Business Forms). Additionally, prior to approval, the IMA must have signed a current Non-Compete which is maintained and on file with Omnitrition. Recognizing that more than one IMA may wish to place a listing in the same telephone directory, it is suggested that the first IMA to place a listing in a directory advise the telephone company that such listing is to be in alphabetical order by the IMAs' last names under the heading.

OMNITRITION INDEPENDENT DISTRIBUTOR:
(Name of Distributorship)

NOTE: Yellow page display ads are permitted, but must be pre-approved by Omnitrition.

D-3 "800" Telephone Number Listing. Omnitrition IMAs are not permitted to list their "800" telephone numbers under the Omnitrition trade name without first submitting a request for approval on the 800 Telephone Number Listing Request Form No. 1040 (see Omnitrition's Essential Business Forms). Additionally, prior to approval, the IMA must have signed a current Non-Compete which is maintained and on file with Omnitrition. If approval is granted for an "800" listing, it must be stated per the following example:

(Name of Distributorship)
Omnitrition Independent Distributor

Use of abbreviations or acronyms is prohibited.

D-4 Imprinted Checks. Omnitrition IMAs are not permitted to use the Omnitrition trade name or any of its trademarks on their business or personal checking accounts. However, Fully Qualified Supervisors may imprint their Omnitrition business checks as being (a) "Independent Distributor of Omnitrition," (b) "Omnitrition Independent Distributor," or (c) "Independent Omnitrition Distributor".

D-5 Imprinted Business Cards or Letterhead. Omnitrition IMAs are not permitted to create their own business cards or letterhead graphics using Omnitrition trademarks without the express written permission from Omnitrition. Only the approved Omnitrition business cards and letterhead are permitted. IMAs may seek prior written approval from Omnitrition by submitting the draft of the material along with the Literature Development Request Form No. 1050 (see Omnitrition's Essential Business Forms) to the Omnitrition Corporate Communications Department. Additionally, prior to approval, the IMA must have signed a current Non-Compete which is maintained and on file with Omnitrition.

D-6 Literature, Flyers and Handouts. Only official Omnitrition literature may be used in representing the Omnitrition products and the Omnitrition Sales and Marketing Plan. Omnitrition literature may not be reproduced or reprinted in any way. IMAs shall not produce flyers, handouts, handbills or any other literature that promotes the Omnitrition products, or its Sales and Marketing Plan. IMAs who feel a need to develop their own literature, advertising, flyers or print ads, handouts for purposes of distribution at approved Exhibits, Fairs and Trade Shows, or specific targeted markets, may seek prior written approval from Omnitrition by submitting the draft of the material along with the Literature Development Request Form No. 1050 to Omnitrition (see Omnitrition's Essential Business Forms). Additionally, prior to approval, the IMA must have signed a current Non-Compete which is maintained and on file with Omnitrition. Any approved literature, flyers and/or handouts must be distributed and displayed in compliance with all federal, state and local laws, regulations and ordinances.

D-7 Print and Electronic Advertising. Only Omnitrition approved materials may be used in the placement of any print or electronic media. No person shall use the Omnitrition name, logos, trademarks, or copyrighted material in any advertising not produced by Omnitrition without the express written permission from Omnitrition. An IMA may not run "blind ads" soliciting buyers of Omnitrition's products or recruiting distributors. "Blind ads" are defined as ads that do not identify the company, business or products to be sold. All print and electronic advertising, including, without limitation, television ads or infomercials, require the prior written consent of Omnitrition (see Omnitrition's Essential Business Forms), which may be withheld in Omnitrition's sole discretion. Additionally, prior to approval, the IMA must have signed a current Non-Compete which is maintained and on file with Omnitrition.

Internet publications or advertising are also included in this section. Any IMA requesting approval for advertising on the Internet must submit a copy of such proposed publication or advertising, along with the proposed Internet URL and Internet Development Request Form 1055 (see Omnitrition's Essential Business Forms) to the Omnitrition Corporate Communications Department. The copy being submitted must meet the requirements set forth in Omnitrition's Web Site Guidelines and include all hyperlinks to be included on the web site as well as the content of all META TAGS and all the key words to be registered with search engines. Otherwise, the request cannot be considered. Additionally, prior to approval, the IMA must have signed a current Non-Compete and an Internet Domain Name Licensing Agreement which are maintained and on file with Omnitrition.

D-8 Media Interviews. IMAs are prohibited from voluntarily appearing on or granting radio, television, cable television, newspaper, tabloid, or magazine interviews, or using public appearances, public speaking engagements, or making any type of statement to the public speaking engagements, or making any type of statement to the public media to publicize Omnitrition, its products, or their individual Omnitrition business enterprises, except with the express, prior written approval of Omnitrition.

D-9 Endorsements. The name of Omnitrition's founder Roger Daley and the names of any Omnitrition business associates or affiliates, including any anecdote relating to the Omnitrition founder or business associate, may not be used in any form of advertising whatsoever; nor is it permitted to use their position for the purpose of recruiting or enticing new prospective IMAs in any manner other than stated in Omnitrition's official literature.

D-10 Down-line Communication. IMAs, as independent contractors, are encouraged to promote training information and direction to their respective Down-line Organizations. The proper use of internal newsletters, training workshops, and other organizational programs is encouraged, provided they are consistent and in compliance with Omnitrition's Rules and Regulations and all applicable laws and regulations. Every IMA must exercise the utmost diligence to avoid giving the impression that they are acting as an agent for Omnitrition. The independent status of the IMA must be maintained and clearly represented at all times, and the Code of Professional Ethics and Rules and Regulations followed.

D-11 Distributor Training. Omnitrition IMAs who sponsor others are responsible for participating in the training of the IMAs they sponsor. This Handbook and additional training materials direct such training. IMAs may also attend local and regional training workshops for Supervisors and IMAs and participate in Omnitrition-originated national training conference calls.

D-12 Medical Claims. No medical claim is to be made for any Omnitrition product by any IMA, whether expressed or implied. IMAs are required to recommend to any customer under physician's care or suffering from any chronic disorder that they should first consult with their physician before undertaking any changes in diet or when beginning any nutritional program. IMAs shall advise customers of all the labels and cautions before the customers purchase or consume any Omnitrition products. Persons currently under any kind of medical treatment should be urged to seek the advice of their physician before changing their diets or when beginning any nutritional program. Omnitrition IMAs shall not provide medical advice to any customer, but shall instead refer such customer, to a physician.

D-13 Distributor Services. Omnitrition provides a computer report of the Sales Volume generated in their marketing group to every IMA who earns income. An IRS Form 1099 is provided, by January 31 of each year, to any IMA who earns in excess of $600 for the preceding year.

D-14 Repackaging Prohibited. IMAs may not repackage Omnitrition products in any way or for any reason whatsoever. Some of the Omnitrition products are sold in individually labeled packets, such as the OmniTrim Extra, the Java Trim Extra or the EN-R-GY bars. Putting together a kit consisting of these individually labeled products is not considered repackaging.

D-15 Recordings. IMAs shall not produce or reproduce in any way whatsoever any personal or Omnitrition produced audio or video taped material detailing the Omnitrition career opportunity or product presentations, events or speeches. All such materials are the sole property of Omnitrition.

No IMA may produce, sell or distribute any literature, merchandise or sponsoring aids such as audio tapes, video tapes, 35 mm slides, graphic boards, posters or any other material (i) which is similar to literature or material published and distributed by Omnitrition to its IMAs, or (ii) which could create the impression that such literature or material originated from Omnitrition itself, or (iii) which implies that its publication or distribution was authorized by Omnitrition without the prior expressed consent in writing from Omnitrition, which consent is in Omnitrition's sole discretion. No Omnitrition IMA may produce or procure from any source other than Omnitrition, any literature, merchandising or sponsoring aids, audio tape recordings, audio tape cassettes, video tape recordings or video tape cassettes, flip charts, and other similar items whatsoever which deal with the Omnitrition career opportunity and compensation plan or with any product marketed by Omnitrition. Omnitrition specifically retains the copyrights to each of its conference calls, seminars, trainings and other sponsored meetings and considers the recording of such events without its express written consent to be a violation of its intellectual property rights.

D-16 Books, Articles and Tapes. IMAs are prohibited from reproducing and distributing to others, magazine articles, information from books, audio or video tapes regarding the subject of nutrition or ingredients, whether or not it relates to Omnitrition's products. Omnitrition specifically retains the copyrights to each of its conference calls, seminars, trainings and other sponsored meetings and considers the recording of such events without its express written consent to be a violation of its intellectual property rights.

D-17 Telephone Answering. IMAs may not answer the telephone by saying "Omnitrition", "Omni", "Omnitrition International", or in any other manner that would lead the caller to believe that they reached the corporate offices of Omnitrition.

D-18 Publication Release. For value received by IMA's appearance in Omnitrition International, Inc. or related companies (collectively "Omnitrition"), print or video publications, IMA releases to Omnitrition and/or their agents the right to use IMA's testimony, photograph, and/or recorded image and voice in marketing, promotional, training, and/or advertising videos, audio tapes, brochures and/or printed or media materials. IMA further releases Omnitrition from any liability or obligation that may arise as a result of the use of IMA's testimony, photograph and/or recorded image and voice as aforementioned. Compensation to IMA is received through the benefits of appearing in the Omnitrition video and/or literature. The IMA waives any right to residual income, royalties or any other income payment, which might otherwise accrue from the use for promotional purposes of IMA's testimonial interview. IMA agrees to the above unless otherwise stated in writing to Omnitrition.

PAYMENT OF COMMISSIONS, OVERRIDES AND BONUSES
SECTION E

E-1 Application and Agreement of Distributorship. Commissions, Royalty Overrides, Bonus Level Royalty Overrides, revenue sharing or other bonuses cannot be paid until a completed original Application and Agreement of Distributorship has been received, accepted and processed by Omnitrition.

E-2 Monthly Period. Commissions, Royalty Overrides and Bonus Level Royalty Overrides are calculated on a monthly basis. When the last day of the month falls on a weekend or a legal holiday, the next regular business day shall be considered the last day of the month.

E-3 Commissions, Royalty Overrides, Royalty and Revenue Sharing Bonus Payment Date. Commissions, Royalty Overrides, Bonus Level Royalty Overrides and Revenue Sharing Bonuses are paid on the 15th day of the month following the month in which they were earned. As an example: Commissions, Royalty Overrides, Bonus Level Royalty Overrides earned during the month of May are paid on June 15th.

NOTE: Should the 15th day of the month fall on a legal holiday or weekend, Commission, Royalty Override, Bonus Level Royalty Override checks shall be mailed on the next regularly scheduled business day.

E-4 Royalty Override, Bonus Level Royalty Override and Revenue Sharing Bonus Payments. To earn Royalty Overrides, Bonus Level Royalty Overrides and Revenue Sharing Bonuses, an IMA must first have achieved the status of Fully Qualified Supervisor, must have Organizational Volume from which Royalty Overrides, Bonus Level Royalty Overrides and Revenue Sharing Bonuses can be earned. You must also comply with Rule F-4, and must have met the Personal/Group Volume requirements as stated below.

ROYALTY/BONUS OVERRIDE

PERSONAL/GROUP VOLUME
PERCENTAGE EARNED
$0-$499.99
0%
$500-$999.99
1%
$1,000-$1,499.99
2%
$1,500-$1,999.99
3%
$2,000+
5% on levels 1,2 & 3 ( for levels 4,5 &6 please see Bonus Level Supervisor)

PURCHASE AND SALE OF PRODUCTS
SECTION F

F-1 Distributor Kit. Purchasing a Distributor Kit, and returning a completed Application is all that is needed to become an IMA.

F-2 Stockpiling Prohibited. The Omnitrition Sales and Marketing Plan is based upon retail sales to the ultimate retail customer. Therefore, all forms of stockpiling are prohibited. Omnitrition recognizes that IMAs may wish to purchase products in reasonable amounts for their personal consumption, retail sales customers and for the support of their personal organization, however, Omnitrition strictly prohibits the purchase of products solely for the purpose of qualification or advancement in the Omnitrition Sales and Marketing Plan. Any IMA who purchases primarily for the purpose of obtaining a Royalty Override Check will be presumed to be in violation of this rule and is subject to suspension/termination.

F-3 70% Rule. In order to qualify for Commissions, Royalty Overrides, Bonus Level Royalty Overrides and Revenue Sharing or other Bonuses, an IMA must certify on each product order placed through Omnitrition or his or her Sponsor that at least 70% of all products purchased in the past sixty days have been sold, or otherwise consumed. Each month, Omnitrition will request proof of compliance with this rule from a sampling of IMAs. This proof will be in two parts, and must be submitted to Omnitrition for verification: 1) EITHER a copy of the receipts for ALL retail and wholesale sales made during the month, OR a listing of all such sales for the month, and 2) an accounting for the inventory quantities on hand and the amount of products used personally for that month. IMAs placing telephone orders with Omnitrition are still required to comply with this 70% Rule.

F-4 Retail Sales Rule. In order to qualify to receive the Bonuses and Royalty Overrides, a Fully Qualified Supervisor must certify by completion of the Retail Sales Rule Compliance Form No. 1025, that at least ten different, verifiable Retail Sales have been made in the month (in order to qualify for Bonus Level Royalty Overrides, 5 of the 10 must be New Customers) in which the Bonuses and/or Royalties were earned. Form No. 1025 may be sent to Omnitrition as soon as Ten Retail Sales have been made which qualify under Rule F-4.1, below. HOWEVER, THE FORM MUST BE RECEIVED BY OMNITRITION NO LATER THAN THE 5th DAY FOLLOWING THE LAST DAY OF EACH MONTH OR THE FULLY QUALIFIED SUPERVISOR WILL FORFEIT THE ROYALTY OVERRIDES AND BONUS LEVEL ROYALTY OVERRIDES OR OTHER BONUSES FOR THAT MONTH.

F-4.1 Retail Sales Rule Regulations. In order for a Form 1025 to be acceptable to the Ethics Department of Omnitrition International, Inc., the following Procedures and Regulations must be followed:

  1. All customers' names, addresses, phone numbers, the date of sale, the actual price of the sale, and products sold to them must be legible, complete, and ACCURATE.
  2. The product(s) sold that are included on Form 1025 must be in quantities that are available for purchase from Omnitrition. For example, a case of 24 Meallenium Bars or a bottle of Remind Caps qualifies as a retail sale. The sale of a single packet of Omni 4 would not qualify. The only exception to this rule is the sale of individual serving size packets, which are purchased 90 packets to a box. The minimum sale of these packets that can be included on Form 1025 is 30 packets.
  3. All customers must be at least 18 years of age. Family members who reside in the same household as the IMA cannot qualify as separate customers for the purpose of meeting the Retail Sales Rule. Likewise, individuals residing in the same household as each other shall be treated as a single retail customer.
  4. Omnitrition checks the accuracy of Form 1025. If a customer cannot be verified, then Royalty Overrides and Bonuses may be withheld unless and until the Distributor can produce satisfactory proof, suitable to Omnitrition, that the customer actually made the purchase.
  5. Distribution of product(s) for an amount equal to or less than the amount paid for the product does not constitute a Retail Sale.
  6. Listing an old customer who purchased during a previous month or year that was not reported under a previous Form 1025 will not constitute a Retail Customer unless they also purchased during the month being currently reported. Only sales during the month being reported can be counted. Additionally, in order to qualify for Bonus Level Royalty Overrides, 5 of the 10 must be New Customers.
  7. IMAs who make misrepresentations on the Form 1025 shall have their distributorship terminated.
  8. Omnitrition may from time to time, require an IMA to provide copies of his or her Official Omnitrition Retail Sales Receipts for some or all of his or her retail sales or such other documentary evidence; i.e. bank records and tax forms, as the Ethics Committee may deem necessary. IMAs are encouraged to retain copies of all material, including but not limited to forms, records, documentation, mail receipts and fax confirmations.

F-5 Product Purchase. An IMA qualifying to become a Fully Qualified Supervisor should purchase his or her products directly from Omnitrition in order to receive proper Sales Volume credit. However, should that Qualifying Supervisor obtain some or all of the product from a Sponsor's personal inventory, those sales must be documented by using a product order form showing the selling and purchasing IMAs and the products sold, and for the month that an IMA qualifies for Supervisor, these orders must be attached to their Supervisor Application. (See Omnitrition's Essential Business Forms and Rule F-22.) Once an IMA becomes a Fully Qualified Supervisor, they must purchase their products directly from Omnitrition.

F-6 Purchasing Through a Delegate. An Omnitrition IMA cannot purchase products from Omnitrition in another IMA's name, using another IMA's credit card, or otherwise pay for another IMA's product purchase.

F-7 Payment Options. Omnitrition accepts money orders, cashier's checks, E-Checks, Discover, American Express, VISA and MasterCard. No orders will be shipped without prior payment. Once an IMA has been a Fully Qualified Supervisor for three months, he or she may purchase products with a personal check. Should an IMA's check fail to clear for any reason, that IMA's check writing privileges may be suspended for a period of 90 days. Should a second check fail to clear, that IMA's check writing privileges may be permanently suspended. For each check which fails to clear, the offending IMA shall be assessed a $35 processing fee. Additionally, the IMA's purchasing privileges will be temporarily suspended until the outstanding purchase balance is cleared. Temporary checks will not be accepted.

F-8 Telephone Orders. Credit cardholders, may order by telephone by calling the Omnitrition Order Department any business day during the published hours. Do not mail an original order form as confirmation of a telephone order. This will cause the order to be double shipped and double billed, for which the purchasing IMA will be liable. Collect calls WILL NOT be accepted. It also is required that the purchasing IMA be the cardholder (See Rule F-21).

F-9 Faxed Orders. Orders may be placed by FAX transmission. Only credit cards will be accepted as payment. All faxed order forms MUST BE signed by the ordering Distributor. The ordering FAX number is (775) 335-4750. NOTE: AFTER FAXING YOUR ORDER, DO NOT MAIL THE ORIGINAL TO OMNITRITION. THIS WILL RESULT IN A DUPLICATE SHIPMENT AND DUPLICATE BILLING FOR WHICH THE PURCHASING IMA WILL BE LIABLE.

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F-10 Shipping Costs. Each IMA is solely responsible for determining method and means of shipment. The choices available are stated on each order form along with their associated costs.

F-11 Refused Shipments. Should an IMA refuse delivery of any order shipped by Omnitrition and that shipment subsequently is returned to Omnitrition, the ordering IMA's Distributorship may be suspended pending the resolution of the delivery refusal. Instead of refusing an order, the IMA should accept the order and then contact Omnitrition's Customer Services Department to discuss the reason(s) for requesting a return. Omnitrition shall then determine if a valid reason exists, and the proper procedure for a return of the order shall be explained.

F-12 Timely Product and Material Delivery. If any item is temporarily not available for shipment when the shipping department processes the order, the IMA shall receive a partial order and the back ordered item will be shipped as soon as it is available on a first order in, first order out basis.

F-13 Damaged Goods. The shipping company is responsible for any damage that occurs after it takes physical custody of the goods. An IMA who receives damaged goods should follow this procedure:

NOTE: Any discrepancies with the order must be brought to the attention of Omnitrition within five working days of the IMA's receipt of the shipment in order for resolution to be considered.

F-14 Price Changes. Omnitrition endeavors to keep its costs at the lowest level possible yet still maintain the highest quality of products. However, some increase in our costs may require an increase in the price to distributors. All Omnitrition product and literature prices are subject to change without prior notice.

F-15 Receipts and Retail Pricing. Omnitrition IMAs shall provide and maintain copies of written receipts containing the required recision rights language to purchasers of Omnitrition products. In order to ensure this, IMAs are required to use the Official Omnitrition Retail Sales Receipt (Form 1053) for all sales to persons who are not IMAs. For sales to other IMAs in a Distributor's Personal/Group Organization, either a Product Order Form (Form 1054) or the Official Omnitrition Retail Sales Receipt (Form 1053) may be used, but one of the forms is required to be used and retained. Omnitrition products may not be sold using other types of receipts, and products of any type from other companies may not be included on the Omnitrition Retail Sales Receipt.

Although Omnitrition provides a suggested retail price, IMAs may sell Omnitrition products at whatever retail price to which they and their customers agree; however, in order to include the retail sale on Form 1025, the sale must be for an amount greater than the amount the selling IMA paid for the product.

F-16 Sales Tax. As mandated by certain state laws, some Omnitrition products are subject to sales tax in certain states. In order to ensure that all sales tax requirements are met, it is the policy of Omnitrition to collect and remit, on behalf of IMAs, any applicable sales taxes based on suggested retail prices. However, if their state allows it, an IMA who wishes to collect and remit sales tax may furnish Omnitrition with a true and correct certified copy of his or her current resale tax certificate showing a resale tax number.

F-17 Prohibited Types of Retail Selling. Omnitrition products may not be sold to or in, or be displayed by any retail outlet in which alcoholic beverages may be served or consumed, including, but not limited to restaurants, bars or nightclubs and any such similar establishments.

F-18 Permitted Types of Retail Selling. Omnitrition products may not be sold to or in, or be displayed by any retail outlet, including, but not limited to, drugstores or pharmacies, supermarkets or food stores, health food stores, flea markets or swap meets, shopping mall booths, restaurants, fairs, home shows, trade shows, mall exhibitions and any such similar establishments without prior written approval from Omnitrition. Prior to making a commitment to any such event, an IMA must first complete and submit the Exhibition Request Form No. 1045 (see Omnitrition's Essential Business Forms), along with the supporting documentation required by Omnitrition for approval. Additionally, prior to approval, the IMA must have signed a current Non-Compete which is maintained and on file with Omnitrition. It also is permissible, with prior written approval from Omnitrition, to take orders for Omnitrition products in a health spa, health resort or similar establishment, so long as the IMA does so from a designated area and only the IMA promotes and sells the products at that location.

F-19 International Selling. So long as a foreign jurisdiction permits, IMAs are permitted to ship products to other countries from their personal inventory. However, the products are not approved for resale in any other countries at this time and should only be sold for personal use in those countries.

F-20 Out of Date Product. Omnitrition IMAs may not sell products that are beyond the "Best Used By" date. The date is either coded on the unit or available from the Omnitrition Quality Assurance Department. Omnitrition will not exchange or refund product older than the "Best Used By" date.

F-21 Credit Card Purchases. The use of a credit card in which the user is not the cardholder is prohibited unless the cardholder is a member of the IMA's immediate family who is not an Omnitrition IMA and a notarized letter authorizing the use of the cardholder's credit card must be on file with Omnitrition. This letter must indicate who is authorized to use the card. The letter should include the card type, card number and expiration date and state that the people, or persons, are authorized until the permission is revoked in writing by notarized letter to Omnitrition, or upon expiration of the card. NOTE: Unauthorized use of a credit card to make a purchase from Omnitrition is cause for Omnitrition to terminate immediately an IMA's Distributorship and to report the fraudulent transaction to local, state and federal authorities and to take the appropriate legal action. Credits for credit card purchases will not be allowed for product returns that do not comply with Section G or F-20.

F-22 Down-line Sales. Transfers or sales of products between an IMA and his/her Personal Group must be documented on a product order Form 1054. An IMA who makes such sales to his/her down-line is responsible for this sale in accordance with Rule G-3 (b). In the event that a Distributor qualifies for Supervisor using Personal/Group Volume, which was purchased from his or her up-line, a copy of the product order forms documenting the purchases must be attached to the Supervisor Application. When qualifying a Supervisor with products from your personal inventory, be aware of the rules for Matching Volume.

REFUND POLICY
SECTION G

G-1 Customer Returns.

  1. Omnitrition requires that IMAs offer a thirty-day, 100% money-back guarantee to their Customers who are not IMAs. Every Omnitrition IMA is bound by his or her Application and Agreement of Distributorship, Code of Professional Ethics and the Rules and Regulations to honor this guarantee. If a Retail Customer is dissatisfied with any Omnitrition product for any reason whatsoever, that customer may return the unused portion of product, in its original container, to the IMA from whom it was purchased, within thirty (30) calendar days from date of purchase, for either a product replacement or a full refund of the purchase price by the IMA. In the event a customer makes a complaint about an Omnitrition product, the IMA shall forward the complaint to Omnitrition and, if appropriate, refer the customer to a physician or licensed qualified healthcare provider to answer medical inquiries. In no event shall the IMA argue with the customer, refuse to accept the return or attempt to provide the customer with medical advice.
  2. Omnitrition requires that IMAs issue either a product replacement or full refund of the purchase price before the submission of and/or return of the Form No. 1030, products and other requirements as outlined in (c) below.
  3. Upon receipt and inspection of the product, along with the completed qualifying Retail Customer Product Return Request Form No. 1030 (see Essential Business Forms booklet and (c)(5) below) and verification of the customer refund (see (c)(6) below), Omnitrition will replace the Retail Customer's product return to the IMA within ten working days provided the following conditions are met:
    1. The unused portion of the product is returned to Omnitrition by the IMA who originally purchased it from Omnitrition.
    2. The product must be received by Omnitrition within thirty calendar days of the customer's return of the product to the IMA who made the retail sale.
    3. The return is accompanied by a completed and signed Form No. 1030 showing:
      1. A signed statement from the Retail Customer and the IMA identifying the reason for the return and acknowledging that the product has been replaced or a full refund of the purchase price was issued by the IMA,
      2. A copy of the completed original Official Omnitrition Retail Sales Receipt, and
      3. The unused portion of the product in its original container.
    4. Proper shipping carton(s) and packing materials are to be used in packaging the product(s) being returned for replacement, and such packaging and shipping costs are borne by the IMA.
  4. A qualifying Retail Customer Product Request Form No. 1030 refers to and only applies to Retail Customers. A Retail Customer is anyone who purchases Omnitrition products from an Omnitrition IMA and who was not also an LMA at the time of the purchase (Form No. 1030 should not be used for returns related to Quality Assurance as this will only delay the resolution of your return. Quality Assurance returns are handled in accordance with Rule G-2). IMAs are not entitled to Retail Customer Guarantees because IMA product returns are solely governed under Rules G-2 & G-3.
    1. Multiple purchases of the same item made by a customer from one or more IMAs constitutes "satisfaction" and are considered non-replaceable unless otherwise directed by Omnitrition. In such cases only the most recent purchase would be eligible for a Retail Customer Guarantee return.
    2. Seasonal, discontinued, special promotional items and single individual packets are not replaceable.
    3. Promotional activity does not constitute a qualified retail sale and is not replaceable. Promotional activity refers to an IMA giving free samples of product and not actually making a sale.
    4. Product orders shipped to an IMA under Rule G-1 cannot be used to qualify new supervisors. These orders are replacement of products previously sold to a retail customer and returned using Form 1030.
  5. Should the IMA not furnish all required information when submitting Form No. 1030, upon notification from Omnitrition, the IMA will have ten (10) working days to furnish the required information or documentation or the replacement may be disallowed.
  6. Omnitrition shall pay the shipping costs of the replacement product(s). Omnitrition shall not replace any product due to an IMA for a Retail Customer return if the conditions of Rule G-1 are not completely met.
  7. NOTE: Complete and accurate information is essential to the verification process on Retail Customer returns. Should the information submitted not be verifiable, the product replacement could be delayed. Verifiability is the responsibility of the IMA.

  8. Omnitrition reserves the right to direct its IMAs to issue a Retail Customer a refund at any time, regardless of whether a retail customer is or is not entitled to reimbursement under the Retail Customer Guarantee. Omnitrition will warrant such action, as it deems necessary to protect the interest of Omnitrition International and its IMAs, who will be notified of such decisions in writing.
  9. Should IMAs not fulfill their obligations under this Rule, they may lose their buying privileges with Omnitrition, be suspended from participation in the Omnitrition Sales and Marketing Plan and/or be terminated of their IMA status.
  10. An excessive number of Retail Customer Guarantee returns by the same IMA or group of IMAs may cause an investigation by Omnitrition into the business practices and selling methods of the IMAs involved. Findings of such investigation may lead to disciplinary actions under these Rules and Regulations.

G-2 Quality Assurance. Omnitrition shall replace any product returned within thirty days from date of purchase for reasons of quality assurance. Prior written request to the home office with a Form 1065 is required before an exchange will be made. The following procedures must be followed before a replacement may be issued:

NOTE: Any unauthorized product return by an IMA may result in that Distributorship being placed in a suspended status pending resolution. Furthermore, there is no assurance that Omnitrition shall consider the unauthorized product return replaceable.

G-3 Resignation Returns. Resignation returns are handled based on the point of purchase of the products being returned.

G-4 Effect of Resignation Returns. Should an IMA terminate his or her Distributorship status and, per Rule G-3, return product to Omnitrition, any Commissions, Royalty Overrides and/or Bonuses previously paid to any up-line IMA on or as a result of the repurchased inventory must be repaid to Omnitrition by the up-line IMAs who received such compensation. In addition, the returns may affect an up-line IMA's pay status (i.e. 4th, 5th or 6th generation Bonus Level Royalty Overrides) and retroactively reduce payments previously made to the up-line IMA. Any overpayments must be repaid to Omnitrition.

ETHICS, COMPLIANCE AND ENFORCEMENT
SECTION H

Omnitrition takes great pride in the fact that its products, programs, plans and especially its people - the Independent Marketing Associates - are measured by a standard of excellence that is second to none. The high standard is no accident. It has evolved over a number of years' experience and know-how built on honesty and integrity.

To ensure that the business Omnitrition IMAs are building for themselves today is there for generations to come means that the principles upon which Omnitrition was founded cannot be compromised. For this reason, Omnitrition created the Ethics Department to monitor, oversee and enforce, when necessary, the Omnitrition Code of Professional Ethics and the Rules and Regulations for IMAs.

It is the responsibility of every IMA to abide by the terms and conditions of their Application and Agreement of Distributorship, which they have agreed to uphold upon making application to Omnitrition. Additionally, it is incumbent upon the IMA to be aware of any changes to the Rules and Regulations. Should an IMA find or learn that another IMA has violated or not compiled with the Rules and Regulations, the following corrective procedures are recommended:

Step 1 - Inform the violating IMA

Upon learning of a violation, an IMA should inform the violator of the appropriate Section in the Rules and Regulations which has allegedly been violated and discuss the matter with the IMA. The IMA should point out the purpose behind the particular Rule being violated. Be sure that the violating IMA knows that his or her conduct broke the Rule and what the proper conduct should have been. Most violations are due to lack of understanding; a discussion usually settles the matter. If the violating IMA understands the Rules and agrees to comply, and does so, then it is not necessary to inform Omnitrition's Ethics Department of the violation. However, the IMA who has had to point out the violation should always ensure that their up-line Supervisor is aware of the problem..

Step 2 - Inform Omnitrition in Writing

If the violating IMA shows, by word or deed, an unwillingness or refusal to cooperate, then the IMA who discovered the violation should send or fax a letter or a Rules Violation/Complaint Form stating the nature of the complaint and documenting the names, addresses, telephone numbers and IMA numbers of all persons involved, dates, times, places, and any other pertinent information. This letter or form must be signed by the IMA(s) reporting the violation (with IMA number) and be sent or faxed ATTN: Ethics Department (Fax No. (775) 335-4740). Anonymous complaints will not be acted upon by Omnitrition's Ethics Department. After the form or letter has been mailed or faxed, the IMA should maintain contact with the violating IMA and report to the Ethics Department any changes in the situation. The utmost care must be taken to ensure that the complaint is accurate and truthful - knowingly making a false complaint is in itself a violation of the Code of Professional Ethics.

Step 3 - Let Omnitrition Handle the Problem

When a written complaint is received by the Ethics Department, it will be handled according to the procedures set forth in the Rules and Regulations. Although Omnitrition, through the Ethics Department, holds the primary responsibility for enforcement of the Omnitrition Code of Professional Ethics and the Rules and Regulations, Supervisors and occasionally Sponsors of the violating IMA may be called upon to assist in the implementation of the decisions rendered.

MISCELLANEOUS GENERAL PROVISIONS
SECTION I

NOTE TO APPLICANT

IT IS IMPERATIVE YOU UNDERSTAND THAT THE APPLICATION AND AGREEMENT OF DISTRIBUTORSHIP IS A CONTRACT, WHICH GIVES YOU AND OMNITRITION CERTAIN RIGHTS AND IMPOSES CERTAIN DUTIES. IF YOU HAVE QUESTIONS ABOUT ANY ASPECT OF THE APPLICATION AND AGREEMENT OF DISTRIBUTORSHIP, YOU SHOULD CONSULT AN ATTORNEY. BY YOUR SIGNATURE, YOU ARE LEGALLY BINDING YOURSELF TO EACH AND EVERY PROVISION OF THE APPLICATION AND AGREEMENT OF DISTRIBUTORSHIP, ONCE IT IS ACCEPTED BY OMNITRITION INTERNATIONAL, INC.

IMA ANNUAL RENEWAL

Omnitrition IMAs must apply to renew their Distributorship status annually. The term of an IMA Application and Agreement of Distributorship is within 1 year from sign up date annually, when an application for renewal and the applicable non-refundable renewal application fee payment are made. The renewal fee is $60.00 per year.

Any distributor who signed up on or after March 1st, 2012 will be subject to auto renewal annually within 1 month of the anniversary of their sign up date and will have the charge applied to the credit card on file.