A. THE COMPANY AGREES THAT:

1. The Distributor may seek and obtain (but without obligation) to purchase orders from Customers anywhere in Canada and the U.S.A. for the products of The Company at the retail prices specified by The Company from time to time.


2. If such purchase orders are accepted by The Company and the purchase price therefore is paid by The Distributor, The Company will pay or allow to The Distributor the commissions, bonuses and other benefits set out in The Company's Marketing Plan as amended from time to time. The Distributor hereby acknowledges that he has been handed a copy of the said Marketing Plan.


3. The Distributor is not obliged hereunder to perform any work of any nature whatsoever.
4. The Distributor may engage such other persons as he may think fit from time to time to perform any of the activities hereunder, provided that it is understood that such other persons will be of a character and reputation which will not cause The Company's reputation to suffer.


5. The Distributor may terminate this Agreement at any time by giving written notice to The Company at its Head Office.

B. THE DISTRIBUTOR AGREES THAT:

1. He will seek and obtain orders for the purchase of The Company's products at the said retail prices, and submit such orders to The Company, but The Company shall be under no obligation to accept any order.


2. He is not authorized to accept any orders on behalf of The Company and is not authorized to incur any obligations, commitment or liability on behalf of The Company.


3. He will send to The Company with each order taken by him (or within such period thereafter as The Company may from time to time permit) a remittance for the retail sales price of the products ordered, less the commission allowed in The Company's Marketing Plan as amended from time to time.


4. He will observe and comply with all policies published by The Company relating to the Marketing Plan and the sale of the said products, and acknowledges that such policies may be amended from time to time.


5. He will bear all costs and expenses incurred by him in connection with his activities hereunder and that he hereby indemnifies and keeps The Company indemnified against all actions, proceedings, liabilities, claim, damages, costs and expenses arising out of or in any way relating to his activities hereunder, except such as related to the inherent quality and fitness of The Company's products for which The Company is responsible.


6. He shall not give any warranty nor make any representation or statement in respect of any product other than the warranties and representations provided in writing by The Company.


7. The Company may terminate this Agreement for any action, which in The Company's opinion is contrary to the best interest of The Company, by delivering or mailing written notice of such termination to The Distributor at his last known address as shown in The Company's records.


8. All unsold stocks acquired by The Distributor from The Company and held by the Distributor on consignment remain the property of The Company until sold and The Distributor will keep the same secure and in good and saleable condition.


9. He will comply with the policies and procedures set out in the Policies and Procedures Manual published by The Company and amended from time to time.


10. He will pay to The Company a Registration Fee of: (i) Canadian residents will pay thirty dollars CDN, plus G.S.T., (ii) U.S. residents will pay thirty dollars CDN., upon the signing hereof or thereafter an annual Re-Registration Fee of thirty dollars CDN, plus G.S.T., U.S. Distributors thirty dollars CDN. Distributors thirty dollars CDN. or such other sum determined by The Company and advise to The Distributor from time to time. The said Re-Registration Fee will be payable upon the expiration of one year from the date hereof and thereafter at one yearly intervals. It the Distributor fails to pay the said Re-Registration Fee as aforesaid, this Agreement may be terminated.


11. In addition to the Registration Fee payable herein, The Distributor is able to purchase from the Company a choice of Business Development Kits.

C. THE COMPANY AND THE DISTRIBUTOR AGREE THAT:

1. This document constitutes the entire agreement between the Parties hereto and that no representation, guarantees or warranties, written or oral, have been made or given by The Company or any of its Officers to The Distributor other than those set Forth in this Agreement.


2. This Agreement shall be covered by the laws of the Province of Alberta and Canada.


3. The Distributor is an independent contractor in business on his own account and not an employee of The Company, and is not an agent of The Company for any purpose whatsoever other than to seek and obtain purchase orders, and as such The Distributor will not hold himself out to be otherwise. The Company shall not be responsible for any sick leave, PAYE taxation or similar matters, and accepts no responsibility for the procuring or establishment of workers compensation insurance or other insurance or any superannuation in respect of the operations of The Distributor hereunder.


4. The Company may limit orders or consignment of product from any Distributor to 120 points (determined by references to The Company's Marketing Plan) unless The Company is satisfied that The Distributor possesses the skill, organization and financial resources to successfully market the said products. Where The Company exercises its right herein to limit any order, The Company may request The Distributor to provide The Company with a Plan of Marketing in respect of the said order. The information to be provided in the said Plan of Marketing is set out in The Company's Policies and Procedures Manual.


5. Whenever here used, the masculine gender shall include the feminine and vice versa.


6. This Agreement is not effective until accepted and signed on behalf of The Company by a duly authorized Officer of The Company.

D. GENERAL PROVISIONS:

1. CONFORMITY WITH LAW AND ETHICAL BUSINESS PRACTICE
   As an Independent contractor, the Independent Product Distributor agrees to abide by all federal, state and local laws, rules and regulations relating to the sale, distribution and advertising of Company's products, and at his/her own expense, shall comply with all such laws pertaining to obtaining of licenses required in order to receive, hold or sell Company's products. He/she will not be treated as an employee with respect to any services for federal tax purposes and will be solely responsible for paying his/her estimated Income and self-employment tax.


2. USE OF ADVERTISING LITERATURE
   Any and all advertising, motivational, educational and printed material shall be provided by The Company and cannot be reproduced without the written consent of The Company, in the event that the Independent Product Distributor desires to create any original advertising or printed material, it shall be submitted to the Home Office in writing and approved by them. The Independent Product Distributor is solely responsible for the costs incurred in the production and dissemination of such material.


3. MONEY BACK GUARANTEE FOR PRODUCTS SOLD
   All products sold by The Company are sold with a money-back guarantee. These policies are outlined in the Distributor Business Training System Manual.


4. BUYER'S RIGHT TO CANCEL
   You may cancel this contract from the day you enter the contract until 10 days after you accept the terms of the contract online. You do not need a reason to cancel.
   If you do not receive the goods or services within 30 days of the date stated in the contract, you may cancel this contract within one year of the contract date. You lose the right if you accept delivery after 30 days. There are other grounds for extended cancellation. For more information, you may contact your provincial/territorial consumer affairs office. If you cancel this contract, the seller has 15 days to refund your money and any trade-in, or the cash value of the trade-in. You must then return the goods. To cancel, you must give notice of cancellation at the address (in this contract). You must give notice of cancellation by a method that will allow you to prove that you gave notice, Including registered mail, fax, or by personal delivery.


5. DEATH OR DISABILITY
   In case of death or disability of an Independent Product Distributor, The Company will accept a qualified spouse, heir or personal representative who otherwise meets all requirements of this Agreement.

By accepting the credit card authorisation, I authorise Pro-Ma Systems to enrol me in the Monthly Autoship Order and to ship to me the products I choose on a monthly basis. I hereby authorise the Company to withdraw payments from my credit card on the due date specified. Pro-Ma Systems is under no obligation to ship any products to me if the authorised credit card amount is overdrawn or for whatever reason is closed or invalid. If any changes are required to be made to the Monthly Autoship Order (eg, quantity, product or method of payment) the Company must be notified either in writing or by phone at least 5 working days before the action date. If more than one authorisation has been placed on file the most recent form will supercede previous authorisations. To cancel a Monthly Autoship Order, notification must be received within 5 working days prior to the action date of that order. Pro-Ma Systems will not be liable to me for special or consequential damages whether direct or indirect for a wrongful debit to my account. After my account has been charged by my financial institution, I have the right to have the amount of any erroneous debit immediately credited to my account, up to 15 days following issuing of my credit card statement.