POLICIES & PROCEDURES

About Policies and Procedures

The purpose of the Independent Marketing Associate ("IMA,") Application and Agreement ("Agreement") is to establish you as an Authorized Independent Marketing Associate (IMA) of NQI Incorporated, which authorizes you to purchase Company products, share the opportunity and to participate in the Company Uni-Flex Wealth Builder Compensation Plan.

The purpose of these Policies and Procedures is to inform IMA's of important Company operating policies, and ethical guidelines that all IMA's are required to follow while transacting business with the Company, and while selling Company products to the ultimate retail customer.

This Policies and Procedures manual does not contain that certain information relating to the Uni-Flex Wealth Builder Compensation plan. That information is provided in the Uni-Flex Wealth Builder Compensation Plan section preceding these Policies and Procedures.

Experience has shown that a clear set of policies and procedures promotes harmony in vital relationships. By understanding well-defined procedures, you can plan your efforts for maximum effectiveness. In addition, establishing proper policies ensures fairness in the conduct of business.

While these Policies and Procedures establish operating policies, they are also intended to establish and maintain a level of professional and ethical business conduct.

As you understand these Policies and Procedures, you will want to follow "the spirit as well as the letter" of those policies. Your success is directly related to the service that you provide to others. You will find that following these policies will lead to greater success and rewards.

As an authorized IMA of NQI Incorporated, you are required to understand and comply with all of these Policies and Procedures, as well as those that will be announced in future official NQI publications.

Definitions

Bronze World Team Member	Any Team Member who has met the specified Bronze Team qualifications as outlined in the Compensation Plan.
Company	Refers to NQI Incorporated.
Qualifying/ Pay/Calendar Period	A one-month period from the first of the month to the last day of the month. IMA's that qualify for advancement in the compensation plan are advanced to the new position in the following pay period. Benefits and Bonuses commensurate with the new position begin to accrue upon the advancement. There are twelve pay periods in the year.
BV	Bonus Volume - The amount upon which NQI pays commissions (Royalties) to qualified up-line IMA's.
Distributor	An Independent Market Associate who has completed and submitted to NQI a distributor application (which is approved by NQI) but who has not achieved Team Member status as outlined by the rules, regulations, and approval of NQI.
Down-line	All IMA's sponsored by any other IMA below or emanating from a particular IMA.
Gold World Team Member	Any Team Member who has met the specified Gold Team qualifications as outlined in the Compensation Plan.
GWV	Group Wholesale Volume - The PWV of the individual IMA plus the PWV of all active IMA's in a Distributors down-line to the next like achievement level.
Independent Marketing Associate (IMA)	Any individual who has submitted an NQI Distributor Application of Distributorship, which has been approved by NQI, and is 18 years of age (or legal age for the state in which they reside) and is currently authorized to purchase products from the Company at wholesale, and re-sell such products to the general public. An IMA may also be referred to as a distributor.
Infinity, Bonus	A bonus paid only to Team Members who have qualified to earn Royalty Overrides and meet additional requirements. This bonus is calculated on Bonus Volume.
IMA, active	An IMA (distributor), who purchases a minimum of $100 PWV from NQI during a pay period.
Leg	A first level IMA either personally sponsored by an IMA or placed on the first level of an IMA's down-line.
Lineage	The Independent Marketing Associates included in a group as a part of sponsorship. It could be those above or below the IMA.
Margin, Wholesale	The difference between suggested retail and the discounted cost to the distributor is profit (wholesale margin).
Organization, Down-line	An IMA's personally recruited IMA's and the people that they recruit.
Organization, Personal Group	All IMA's sponsored within a (linear) down-line organization that are not under another Team Member.
OrganizationUp-line	The sponsor and above sponsorship of the individual IMA's own Distributorship.
PV - Personal Volume	The wholesale dollar amount of product that is personally purchased from the company for either personal use or retail sales.
PGV - Personal Group Volume	An IMA's PWV plus the PWV of all non-team members that an IMA has personally sponsored.
Product	Any item, program or service that the Company sells to IMA's.
Profit	Wholesale - The difference between an IMA's personal discount and the discount that their personally sponsored groups qualify for, (wholesale profits are not paid on bonus volume such as the Fast Start Pak).
PWV	Personal Wholesale Volume - The wholesale dollar amount paid for product that an IMA purchases personally from the company for personal use or resale.
Retail, Profit	The difference between the cost to the end user and the price paid to NQI by the IMA for the product.
Retail Sale	A retail sale occurs when an authorized IMA, sells a commissionable product to an end user customer.
Retail Price, Suggested	The recommended price for selling a particular Company product to a retail customer. IMA's are free to sell products at any price.
Retail, Customer	An individual that purchases NQI products from an NQI IMA. The individual cannot be another NQI IMA to be considered a retail customer.
Retail Sales Rule	A certification that a IMA makes verifying that they have made five or more retail sales to five or more different retail sales customers in the period in which the Overrides and Bonuses are to be earned. The completed retail sales compliance form must be received by NQI no later than the fifth day following the end of the calendar period. An IMA must submit this completed form to qualify for Bonuses or Royalty Overrides for a pay period.
Seventy Five Percent Rule	In order to qualify for Commissions, Bonuses, and Royalty Overrides, an IMA must confirm, by signature on the order form, that at least 75% of all products previously purchased have been sold. This rule exists to ensure that stock piling is discouraged.
Silver World Team Member	Any Team Member who has met the specified Silver Team qualifications as outlined in the Marketing Plan.
Sponsor	A Sponsor is defined as an authorized, active NQI IMA, who enrolls an individual, who then also becomes an authorized IMA. Such Sponsor must also support, train and instruct a new IMA helping to establish and stabilize their initial down-line operations. The act of enrolling others to participate is called sponsoring.
Team Member	Any IMA who has achieved $500 in Sales Volume in a single calendar period, as outlined in the Compensation Plan. NQI has received a signed and approved Team Members Statement of Agreement within five business days, and is at a permanent 30% retail discount.
Team Member, Qualifying	Any IMA who has achieved a $500 sales volume in a single calendar period as outlined in the Compensation Plan, is at a temporary 30% retail discount, and is waiting for the beginning of the next calendar period to be an approved Team Member.
Up-line	All Sponsors ahead of your position, or above it. The sponsor of an IMA and each consecutive up-line sponsor that traces back to the Company. The line of sponsors that link any particular IMA to the Company.
Volume, Allocated	Any IMA's sales volume of $500 or more in any one-calendar period.
Volume Discount Sliding Scale	An earned discount of between 15% and 30% off of the Retail Product purchase price, which is allowed to IMA's.
Volume, Group	Any IMA's sales volume of $500 or more in any one-calendar period.
Volume, Organizational	The total Sales Volume of a Team Member's down-line.
Volume, Personal	Sales Volume purchased by any IMA's who are directly sponsored by an IMA, but who are not yet Team Members.
Volume, Sales	The Suggested Retail Sales Price from which Sales Volume, Team Member Qualification, and the sliding Discount Schedule is calculated.
Volume, Unallocated	Retail Sales Volume created by an IMA that is less than $500 in a calendar period.
Wholesale	The price the IMA pays for Company products.

1. IMA Authorization and Annual Renewal

1a. IMA Authorization Process

1a. 1 Eligibility (Legal Age):

Any individual residing in a state or territory of the United States who is of legal age in such state or territory is eligible to become an authorized IMA.

1a.2 To Become an Independent Marketing Associate:

To become an Independent Marketing Associate ("IMA"), individuals, or non-individuals such as Corporations, Partnerships, Trusts, DBA's, or other such entities ("Applicants") must submit a completed Independent Marketing Associate Application and Agreement (the "Agreement") along with any applicable fees to the Company at its home office in Santa Ana, California. The fee covers the cost of the Company Success Journal, which contains a company history, product information, compensation plan information, policies and procedures, and other information. Representatives duly authorized to obligate the applying entity must sign corporate Agreements. Additionally, corporate applicants must also provide the name, address, phone number and social security number of all principals, directors, officers, shareholders, or others with any beneficial interest in the entity. The Agreement becomes effective when accepted by the Company at its home office in Santa Ana, California.

1a.3 Date of Authorization, Rights Granted to Authorized IMA:

The Date of Authorization is the first date that the Company accepts the completed Agreement at its home office in Santa Ana, California. On that date, IMA's are authorized to purchase and sell Company products, share the opportunity and to participate in the Company's Uni-Flex Compensation Plan in accordance with the terms of the Agreement. Any rejected Applicants will be notified by mail and will receive a full refund in accordance with applicable provisions.

1a.4 IMA Identification Numbers:

Upon acceptance, the Company will issue each Authorized IMA an Identification Number ("ID") that will be mailed with the Company Success Journal. Authorized IMA's must use their assigned ID number in all transactions with the Company. IMA's are not permitted to use any other IMA's ID number.

1a.5 No Required Purchase:

Except for the purchase of the Company Success Journal, there are no other required purchases of product, services or supplies. The Success Journal is sold at Company cost.

1b. IMA Annual Renewal

1b.1 IMA Annual Renewal:

All IMA's must renew their Authorization annually. To renew, IMA's submit a fully completed IMA Renewal Application Form with the correct renewal fees on or before their annual renewal date. Annual Renewal Fees are adjusted each year on January 1st. Annual renewal fees are used to help offset the costs of producing and distributing Company materials such as newsletters, corporate information, product information, and for accounting and data processing.

1b.2 Annual Renewal Date:

IMA Annual Renewal Date is the anniversary of the IMA's date of authorization. IMA Annual Renewal Applications are available from the Company and may be submitted prior to the Annual Renewal Date.

1b.3 Failure to Renew and Re-submission:

Failure to renew terminates Authorized IMA status and rights granted for a period of six months after the Annual Renewal Date. After six months, IMA's may reapply by following the procedure(s) outlined in 1a.2 above.

1b.4 IMA Heirs and Successors (Death or or Incapacitation):

Upon the death or incapacity of an authorized IMA, Royalties and/or Bonuses and down-line may be transferred to the IMA's heirs, or successors. Heirs and successors are considered to be new Applicants and therefore must submit and are bound by the then current Agreement. Heirs and successors are also required to submit a certified copy of the IMA's death certificate, or doctor's Certification of Incapacitation along with appropriate documentation authorizing the transfer of the IMA's business to the heir successor applicants. Heirs and successors are not eligible to collect Royalties, Bonuses, or other benefits until transfers are complete.

2. Suspension or Termination

2a.1 Involuntary Suspension:

An IMA may be suspended for violating any of the terms of the Agreement, or these Policies and Procedures. Notice of the suspension, citing the reason(s) for the action, shall be provided in writing to the IMA. The suspension shall be immediately effective upon date of mailing. An IMA may appeal the suspension in accordance with the appeal procedures set forth in 2a.5 below.

2a.2 Effect of Suspension:

Should NQI deem it necessary to suspend an independent IMA, such suspension could mean that NQI would hold any of the suspended IMA's Royalties or Bonuses in abeyance pending resolution. During the applicable suspension period, NQI products and services may be purchased by a suspended IMA at wholesale. However, the suspended IMA does not have the right to represent himself/herself as an IMA of NQI during the applicable suspension period. In any instance where applicable state law is inconsistent with or requires additional or other action than as set forth in the foregoing, such procedure shall be automatically amended to conform for compliance for residents of the particular state.

2a.3 Involuntary Termination:

An IMA may be terminated for violating any of the terms of the Agreement. Notice of the termination, citing the reason(s) for the action, shall be provided in writing to the IMA. If a timely appeal, as defined in section 2a.5 below, is not provided by the IMA, the termination shall become effective as set forth herein.

2a.4 Effect of Termination:

In the event an IMA is terminated, effective with such termination, the IMA is no longer authorized to sell NQI products, programs or services or sponsor other IMA's. The IMA also loses all rights to be an IMA, to Royalties or Bonuses, and all other rights or benefits associated with the activities of an IMA and his/her Sales Organization. An involuntarily terminated IMA may not make application to NQI for a period of one (1) calendar year following the effective date of termination. In any instance where applicable state law is inconsistent with or requires additional or other action than as set forth in the foregoing, such procedure shall be automatically amended to conform for compliance for residents of the particular state.

2a.5 IMA Appeal Process:

An involuntarily suspended or terminated IMA may appeal the action by submitting a letter of appeal, stating the grounds of the appeal. This letter must be sent REGISTERED U.S. POST, RETURN RECEIPT REQUESTED, ACCEPTING SIGNATURE REQUIRED, and must be received by NQI within fifteen (15) days of the date of mailing of the Company's notice of suspension or termination. If the Company has not received a letter of appeal by that deadline, the involuntary suspension or termination shall automatically become final.

If an IMA files a timely appeal, NQI will, in its sole discretion, review and reconsider the action and notify the IMA of its decision. The decision of the Company shall be final and subject to no further review. If the appeal is denied, the suspension or termination shall remain in effect as of the date of the Company's original notice.

3. Business Practices

3a. Approved IMA Business Practices

3a.1 Independent Contractors:

IMA's are independent contractors and are not a franchisee, partner, joint venture, employee or agent of the Company or their sponsors. IMA's shall not imply or represent employment or agency relationships in any manner, including verbal representations, printed material, electronic media (e.g. Internet web sites, etc.) or deceptive actions. Each IMA hereby acknowledges that success as an IMA for NQI Incorporated, depends solely on his/her own ability to work as an independent contractor. Each IMA is engaged in their own independent business pursuits and shall be an independent contractor for all federal, state and local tax purposes, including but not limited to reporting and payment of taxes or fees under FICA, FUTA and the Social Security Act. No IMA shall be treated as or considered an employee, franchisee, partner, joint venture or agent of NQI, nor may the represent or imply anything to the contrary. IMA hereby expressly acknowledges that success as an IMA depends upon individual efforts based upon retail sales to ultimate consumers and his/her ability to work as an independent contractor.

3a.2 Indemnity:

Each IMA hereby agrees to indemnify and hold harmless NQI Incorporated, its affiliates, officers, directors and representatives, of and from any claim, demand, liability or expense, including reasonable attorney's fees, incurred by the Company as a result of or in connection with the acts of omissions of such IMA.

3a. 3 Sales Tax:

NQI collects and remits any applicable sales tax that may be due on the suggested retail price of those products and/or materials that are subject to tax. The applicable rate of tax due is based on the address to which the product and/or material are delivered. IMA's whom request tax-exempt purchases from NQI must provide NQI with a true and correct copy of their sales tax license and resale exemption certificate showing a resale tax number. Thereafter, NQI will honor tax-exempt orders to the extent allowable under applicable law.

3a. 4 Retail Sales Required:

In order to qualify for any compensation payable under the NQI Uni-Flex Wealth Builder Compensation Plan, an IMA must certify, by completion of the Retail Sales Rule Compliance Form No. 832, that he/she had made at least one (1) retail sale to five (5) different retail customers in the calendar month in which Royalties and Wholesale Profits and/or Bonuses were earned. NQI's Compliance Department must receive the Compliance Form with all information requested no later than the 5th day following the end of each calendar month.

3a.5 70% Certification:

In order to be eligible to purchase additional product and/or to qualify for Royalties, Bonuses and other benefits, the IMA must certify on the Order Form (No. 830) that he/she has sold to retail customers at least 70% of all products previously purchased from the Company. Telephone orders will be required to orally certify to this 70% rule before orders will be processed. Products previously certified as sold under this provision cannot be returned to the Company upon termination.

3a.6 Retail Customer Sales Receipts:

Written Retail Customer Sales Receipts Form No. 831, which include information on the products sold, price and other pertinent information, must be given to every retail customer. Copies of these receipts must be retained in accordance with section 3a.10.

3a.7 100% Unconditional Money Back Guarantee:

The Company offers its IMA's a 100% unconditional, full money-back product guarantee. If, for any reason, a retail customer is not entirely satisfied with a product, they may return the unused portion of the product to the IMA within thirty (30) days of purchase for a full refund. The 100% money back guarantee is a consumer guarantee and does not apply to the IMA's purchases of products.

3a.8 IMA Customer Refund:

Authorized IMA's are required to immediately provide the customer with a full refund. The Company will replace product returned to the IMA from the retail customer upon receiving a completed Retail Customer Product Return Authorization Form No. 833. Authorized IMA's have ten (10) days after they refund money to a retail customer to submit their claim for product. The Company will pay the cost of shipping the replacement product(s) to IMA's.

3a.9 Three Day Right of Rescission:

Buyers may cancel certain sales without penalty prior to midnight of the third business day after the transaction. This rule covers retail consumer sales of $25.00 or more that occur away from the seller's main office. It must be signed and two copies given to the buyer on every sale. In addition to the notice on the retail sales slip, IMA's are required to verbally notify each buyer of this three day right of cancellation. If a retail customer provides an IMA with a valid notice of cancellation, (Form No. 831-2) prior to midnight on the third business day after ordering or purchasing the product, it must be honored by the IMA. Within ten (10) business days after receiving the notice, the IMA must refund all payments made under the contract of sale (Form No. 831).

3a.10 Records:

IMA's are required to keep accurate records of all retail sales receipts. NQI encourages all IMA's to operate their independent business with professional ethics, and to keep detailed records of all income, expenses and other business related transactions.

3b. Prohibited IMA Business Practices

3b.1 Confidentiality Agreement:

IMA's may gain access to or be provided confidential or proprietary information of NQI. Specifically, without limiting the foregoing, the information contained in any genealogical or down-line report provided to an IMA, by NQI is proprietary and confidential information belonging to and owned by NQI, and is transmitted to the IMA in strict confidence. The IMA agrees that he or she will not disclose any such confidential or proprietary information to any third party directly or indirectly, or use the information to compete with NQI or for any purpose other than promoting the NQI program. The IMA's and NQI agree that, but for this agreement of confidentiality and non-disclosure, NQI would not provide the information to the IMA. Any IMA who is found, or reported to be, in violation of this rule risks termination, and NQI may seek injunctive relief and/or remedy for damages to the fullest extent that the law provides. It is agreed that this provision shall survive the termination of expiration of this Agreement.

3b.2 Non-Solicitation:

During the term hereof and for a period of one (1) year after the termination or expiration of the relationship between IMA and NQI for any reason whatsoever, IMA shall not, on his or her own behalf, or on behalf of any other, person, partnership, association, corporation, dba or other entity, hire, contact or solicit any employee, other IMA, customer, manufacturer, or, supplier of NQI or any of its affiliates, or in any manner attempt to influence or induce any employee, other IMA, customer, manufacturer or supplier of NQI or any of its affiliates, to alter their employment or business relationship with NQI or its affiliates, nor shall IMA use or disclose to any person, partnership, association, corporation, dba, or other entity any confidential or proprietary information of NQI obtained while this Agreement was in effect concerning the names and addresses of NQI affiliates, employees, or independent IMA's. It is agreed that this provision shall survive the termination or expiration of this Agreement.

3b.3 Non-Competition:

As an IMA of NQI, an IMA agrees not to compete with the protectable business interests of NQI by selling or promoting other products or opportunities while attending NQI sponsored activities or while performing functions related to being an IMA. An IMA acknowledges and recognizes that these restrictions are necessary for NQI to protect its valuable interests and agrees that an injunction and/or other available remedy are necessary and appropriate for NQI to protect such interests. It is agreed that this provision shall survive the termination or expiration of this Agreement.

3b.4 No False or Misleading Statements, Claims or Projections

3b.5 No Franchise or Exclusive Territories:

There are no franchises or exclusive territories. IMA's are not permitted to make any representations, or imply directly or indirectly that franchises or exclusive territories exist.

3b.6 Restricted Territories (No Foreign Sales):

Sales to customers outside the United States are expressly forbidden until notice is publicly given to IMA's by NQI through an official NQI publication. IMA's may sell only to retail customers located within the United States, unless otherwise expressly approved by the Company.

3b.7 Point of Purchase (Place of Sale):

IMA's are not permitted to sell, cause to be sold, or display any Company product or materials in any retail establishment of any kind, civilian or military, except in those establishments specifically authorized and licensed in writing by the Company. Company products and materials may be displayed and sold in ("one owner") retail shops providing the owner is an active IMA.

3b.8 No Government Endorsement:

Federal and state regulatory agencies do not approve or endorse direct selling programs. IMA's may not represent or imply, directly or indirectly, that the NQI Incorporated programs or products have been approved or endorsed by any government agency.

3b.9 No Company Endorsement:

NQI Incorporated, its officers, administrators, affiliates, and the parent Company do not endorse any IMA. IMA's are not permitted to imply, directly or indirectly, such an endorsement exists, other than as stated in Company literature.

3b.10 Protected Materials:

IMA's are not permitted to reproduce, publish or broadcast in any medium, (including but not limited to; print media, the internet or any other medium now existing or hereafter created) any protected materials depicting Company products, Company names, program's, trademarks, or any other materials except those obtained from the Company for the express purpose granted by the Company. IMA's may not alter or modify in any manner whatsoever any Protected Materials.

3b. 11 Advertising Standards:

IMA's must use standard Company approved advertising materials in all sales and marketing activities, or promotion involving Company names or its products. IMA's may purchase the IMA Advertising Standards Manual from the Company. The Advertising Standards Manual contains camera-ready art for all allowable uses of the NQI Company names, programs, products, trademarks, and other protected materials. (Note: Advertising Standards Overview is available from the Network Communication Center Fax on Demand. The Overview contains low resolution examples of the camera ready art contained in IMA Advertising Standards Manual including IMA Stationery, Letterhead, and Business Cards; IMA, Advertisements, Promotions, Signs, Direct Mailings, Novelties, and Seasonal or Special Promotions; IMA Business Forms, Receipts; and Coordinated Company/1MA Special Promotions).

3b. 12 Advertising Standards, No Alteration or Modification:

IMA's are not permitted to use in whole or in part, copy, recopy, alter, modify, add to, or delete portions thereof from any protected Company materials including but not limited to products, packaging, sales and marketing materials, concepts, creative works, or any other Company materials or programs. IMA's are not permitted to use any materials except those purchased from the Company and contained in the Advertising Standards manual.

3b.13 Advertising Standards:

Sales and Marketing Materials and Other Non-Royalty Products: IMA's purchasing Advertising Standards, Sales and Marketing, and other such Company supplied material are sold at published Company price. The Company does not pay commissions on these items.

3b.14 Other Media:

IMA's are prohibited from granting radio, television, newspaper, tabloid or magazine interviews, or making any type of statement to the public media to publicize or otherwise discuss Company products, or the Compensation Plan without the prior written approval of the Company. All media contacts must be coordinated through the Company.

3b.15 Illegal Activities:

IMA's shall not engage in any unethical or unlawful marketing or business practices with respect to the sale of the Company's products, the sponsoring of potential IMA's, or otherwise related to the business of an IMA.

3b.16 No Stockpiling of Products:

Stockpiling of products is prohibited. Success in any part of the Company's Compensation Plan must be based on retail sales to the customer.

4. Ordering Products, Shipping Products, Product Returns

4a. Ordering Products

4a.1 Ordering Products:

Only authorized IMA's are permitted to order products at wholesale prices. IMA's may place orders by mail, fax, or by telephoning the Company Order Entry Department. Mail and fax orders must be submitted on Company forms that are included in the Success Journal, and are available from fax-on-demand, as well as the Company. Fax orders are the most efficient and time saving method for IMA's and the Company. Fax orders are processed immediately.

4a.2 Payment of Orders:

Orders must include full payment including shipping, handling and tax. Payment may be made by electronic funds transfer authorization (EFT), personal check, money order, cashiers check, check draft, electronic check, and credit cards. Orders placed without full payment will not be processed. All payments are to be made to the Company. Do not make payments to sponsors or other IMA's.

4b. Shipping Products

4b.1 Shipping Products:

IMA's must indicate their preferred method of shipping by placing an "X" in either the Standard, Overnight, 2nd Day or the Will Call box. Orders will be shipped (unless marked as Will Call) according to the IMA selection.

4b.2 IMA Will Call Orders:

Will Call orders may be picked up at Company distribution centers. To place a Will Call order, IMA's must submit a completed product order form with full payment including shipping and handling and applicable tax at the Company distribution center Will Call desk. Will Call orders will be processed on a first come first served basis.

4b.3 Late Orders:

IMA must allow fifteen (15) working days from the date of order before declaring a late or missing order. In the event an order that has been declared late is delivered, IMA's must return any replacement order sent by the Company immediately.

4b.4 Unattended or Unsecured Delivery:

The Company is not responsible for orders that are delivered to unattended or unsecured locations.

4b.5 Out of Stock:

Out of stock items (unless discontinued) will be placed on back order and marked as such on packing slip. Back orders will be given priority on new inventory. Back orders may be canceled upon IMA request. Canceled Back Orders will appear as IMA credit(s). Credits may be applied to future orders.

4c. Product Returns

4c.1 Return Authorization:

IMA's returning product, regardless of reason must submit Form No. 833 stating the reason for the return, accompanied by proof of purchase (sales receipt Form No. 831) and a copy of the original invoice or packing slip. The Company will issue a Return Authorization ("RA") number and the address where the product is to be shipped. RA numbers must be clearly displayed on the outside of the shipping' container, as well as included on Form No. 833.

4c.2 Allowable Returns:

Any defective or damaged products, or terminating IMA's products may be returned to the Company in accordance with applicable provisions described herein. Defective or damaged product will be replaced if found to-be defective or damaged.

4c.3 Damaged or Defective Product:

Damaged or defective orders must be reported to the Company within ten days of receipt. Damaged or defective orders not reported to the Company within ten days of receipt will not be corrected.

4c.4 Termination Returns:

An IMA who terminates their rights as an IMA of NQI may have the right to return all unopened, unencumbered inventory that was purchased within one year of termination, provided such inventory is returned to NQI postage pre-paid in a reusable and re-salable condition. NQI will refund 90% of the net cost to the IMA, less any Royalties and Bonuses paid on such returned NQI product (unless otherwise required by state law). NQI will also repurchase at 90% of the original cost, any sales materials provided they are current and in resalable condition. The Company will not issue a refund on any product previously certified as sold under the 70% Rule.

5. General Policies

5a.1 Company Reservation of Rights:

NQI reserves the express right to amend the Policies and Procedures set forth herein, its wholesale or retail prices, product availability and formulation, and Compensation Plan, as it deems appropriate. Amendments will be communicated directly to all IMA's; through official Company communication channels and shall be binding on all IMA's as of the date of issuance.

5a.2 Arbitration of Disputes:

All disputes and claims relating to NQI, its Compensation Plan or its products, the rights and obligations of an IMA, or any other claims or causes of action relating to the performance of either an IMA or NQI under the Agreement, and/or an IMA's purchase of products shall be settled totally and finally by arbitration in the County of Los Angeles, State of California, or such other location as NQI prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. There shall be one arbitrator, an attorney at law, who shall have expertise in business law transactions with preference being an attorney knowledgeable in the direct selling industry, selected from the panel that the American Arbitration Association provides.

Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. If an IMA files a claim, counter claim or any other action against NQI, he or she shall do so on an individual basis and not with any other IMA or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitration shall survive any termination or expiration of the Agreement.

Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity or registration or any mark or other intellectual property or proprietary confidential information of NQI without NQI's consent. NQI may seek any applicable remedy in any applicable forum with respect to these disputes and with respect to money owing to NQI. In addition to monetary damages, NQI may obtain injunctive relief against an IMA for violation of the Agreement, and for any violation or misuse of NQI's trademark, copyright or confidential information policies.

Nothing in this provision or in the Agreement shall prevent NQI from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunction or emergency relief available to safeguard and protect NQI's interest prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding.

The existence of any claim or cause of action of an IMA against NQI, whether predicated on the Agreement or otherwise, shall not constitute a defense to NQI's enforcement of IMA covenants and agreements contained in the Agreement or the Policies and Procedures.

5a.3 Refund Charge Back:

Royalties or Bonuses paid to IMA's on sales for which the Company has given a refund, will, at the Company's option, be charged back to those IMA's.

5a.4 Certain Residents Only:

The following only applies to IMA's who are residents of Georgia, Louisiana, Massachusetts, Wyoming and other states that may specifically require the following: An IMA in this multilevel marketing program has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to NQI at its principal business address. If the IMA has purchased products or paid for administrative services while this Agreement was in effect, NQI shall repurchase all unencumbered products in a reasonably resalable or reusable condition which were acquired by the IMA from NQI. Such repurchase shall be at a price not less than ninety percent (90%) of the original net cost to the IMA returning the goods, taking into account any sales made by or through such IMA prior to notification to NQI of IMA's election to cancel.

The repayment of all administrative fees and services shall be at not less than ninety percent (90%) of the costs to the IMA of such fees and services and shall reflect all administrative services that have not, at the time of termination, been provided to the IMA. NQI shall further refund at not less than ninety percent (90%) of the cost to the IMA any other consideration paid by the IMA in order to participate in the program. The IMA will be held responsible for all shipping expenses incurred in returning sales aids or products to NQI for any reason whatsoever.

5a.5 State Law Variations:

Should any provision of the Agreement violate any applicable state law, such provision shall be automatically amended to conform to the requirements of the law of that state for the IMA's that are residents of that state.

5a.6 Limitation of Liability:

To the extent permitted by law, NQI and its affiliates, officers, directors, and other representatives, individually or collectively, shall not be liable for, and IMA hereby forever releases, the "Released Parties" from and waives' any claim for loss of profit, incidental, special, consequential or exemplary damages which may arise out of any claim whatsoever relating to the Released Parties performance or nonperformance, act or omission with respect to the business relationship or other matters between IMA and the Released Parties, whether sounding in contract, tort or strict liability. Furthermore, it is agreed that any damage to IMA shall be limited to and in no event shall exceed the amount of unsold products of NQI owned by the IMA and purchased personally and directly from NQI.

5a. 7 Jurisdiction and Venue:

For citizens and residents of the United States, this Agreement is performable in Los Angeles County, State of California and the law governing the relationship and all other matters between IMA and NQI shall be that of the State of California. Jurisdiction and venue over any legal action involving these Policies and Procedures and the Agreement or any other matter existing between IMA and NQI shall be proper only in the state and federal courts located in Los Angeles County, State of California and no other court shall have jurisdiction.

5a.8 Severability:

If any provision of the Policies and Procedures, the Application, or the Uni-Flex Compensation Plan, as such exist or may be amended, is found to be invalid, illegal or unenforceable for whatever reason, such provision shall be fully severable and the remaining terms shall remain in full force and effect and shall be construed as such invalid, illegal or unenforceable provision never comprised a part thereof. Furthermore, in lieu of such invalid, illegal or unenforceable provision there shall be automatically added in its place a provision as similar in its terms to the invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable.

5a.9 Entire Agreement:

This statement of Policies and Procedures (along with the Uni-Flex Wealth Builder Compensation Plan) is hereby incorporated by reference into the Agreement and, as such may exist or may hereafter be amended, constitutes the entire Agreement of the parties regarding their business relationship and the particular subjects addressed herein and therein.