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POLICIES & PROCEDURES The objective of these Policies & Procedures is to define the Rights, Duties and Responsibilities of a Vita LifeSciences Sdn Bhd (hereinafter called "Company" or "Vita LifeSciences") Distributor to promote harmony among Distributors and to preserve the benefits available to all Distributors. The Policies & Procedures govern the way an Independent Distributor does business with Vita LifeSciences, other Distributors, Retail Customers and Consumers. These Policies & Procedures, along with the Sales Rewards Plan, and such other documents as may be executed / signed by Vita LifeSciences and the Independent Distributor from time to time, constitute a contract between a Distributor and Vita LifeSciences. Failure to comply with these Policies & Procedures may result in the termination of a Distributor's Contract and/ or the loss of a Distributor's rights, entitlements and/ or Bonus. Vita LifeSciences reserves the right to modify any of these Policies & Procedures for any reason without prior notice. It is the responsibility of each Distributor to read, understand, adhere to, and ensure that he/she is aware of and operating under the most current version of Policies & Procedures. DISTRIBUTOR RULES & REGULATIONS 1. Eligibility To Become A Distributor a. A person who is of legal age (18 years old ) can apply to be a Distributor by obtaining a Distributor Sales Kit upon payment of a membership fee from Vita LifeSciences and completing, signing, and returning an original Distributor Application Form to the Company. b. A Distributor Application Form which is incomplete, is considered invalid. c. The applicant is fully responsible for ensuring that the information declared or stated in the prescribed Distributor Application Form is accurate. In addition, by signing the said application form , the applicant for distributorship agrees to be and is bound by each and every term and condition of Vita LifeSciences's Policies & Proceduces. d. The Company reserves the absolute right to approve or reject any application for registration without assigning any reason whatsoever. e. Vita LifeSciences will assign a Distributor Identification Number to each distributor for purposes of identification, f. A Distributor is not entitled to hold more than one (1) distributorship at any one time. In the event that a Distributor is found to possess more than one distributorship, only the first distributorship will be valid. The rest will be considered null and void and terminated by the Company without any further notice. 2. Distributors' Responsibilities a. A Distributor shall not under any circumstances encourage, entice, or otherwise assist another Distributor to transfer to a different Sponsor. Such conduct includes but is not limited to a Distributor offering financial or other tangible incentives for another Distributor to terminate an existing Distributorship and then to sign a new Distributorship under a different Sponsor. b. A Distributor must present products and business opportunities of becoming a Distributor ethically and professionally. Distributors are not allow to make representation or sales offer relating to Company's products which are not accurate and truthful as to price, quality, grade, performance and availability. A Distributor is not allow to make a misleading, unreasonable or unrepresentative earnings representations or claims. c. If any two (2) Distributors legally married, one of the Distributor must cancel or withdraw his/her Distributorship. The cancelled Distributorship's network will then be assigned to his / her direct active Sponsor. The two (2) Distributors who marry may not, under any circumstances, join or combine their individual respective network. d. Distributor shall not be party to causing products sold, to be imported or exported by any means beyond the borders of Malaysia. Distributor may need to run his/her own business but Vita LifeSciences will not be held responsible for any claims, demand, liability, loss, cost or expense arising or alleged to arise in connection with its Distributor's operations. e. Distributor shall not modify or alter in any way products purchased from Vita LifeSciences or its packaging, literature, sales tools, or any other item produced by Vita LifeSciences. f. A Distributor is responsible for obtaining updated information pertaining to Vita LifeSciences and disseminating that information to his/her downline organization. New Forms frequently replaces existing outdated Forms. Once an existing Form has been replaced, Vita LifeSciences will no longer accept the superseded Form. A Distributor shall not convey, assign, delegate, or otherwise transfer any rights of distributorship without the written consent from Vita LifeSciences. Every Distributor is required to abide by the laws of Malaysia in respect to his/her business conduct. 3. General Business Ethics a. A Distributor shall not displays or sell the Company's products through retail stores such as food markets, drug stroes, pharmacies and other such establishments without prior writter approval from Vita LifeSciences. b. Each Distributor agrees that he/she will not make by any means, misleading, unfair, inaccurate, or disparaging comparison, claims, representations or statements about other Distributors, persons (including competitors), companies, their products, or their commercial activities. Each Distributor also agrees that he/she will not make unfair, misleading or inaccurate claims about the Company, the Products, or the commercial activities of the Company. c. Distributor shall not sell or promote products or business opportunities via the internet or any other electronie media (eg sms, mobile phones ets) without prior written approval from Vita LifeSciences. All forms of media sales or promotion are prohibited. This includes, but is not limited to: newspapers, magazines, radio, television, mobile phones, internet, billboards etc. The Distributor shall be liable to pay fines and / or penalties imposed on the Company by any bodies of authorities under any existing rules, regulations or legislations due to the Distributor's non-compliance of this policy. d. A Distributor agrees that he/she has no authority from the Company to take any steps in any country or other political jurisdiction towards the introduction or furtherance of the business. This includes, but is not limited to, any attempt to register or reserve Company names, trademarks, product names or trade names; to secure approval for products or business practices; or to establish business or governmental contacts. A Distributor agrees to indemnify the Company for all costs incur without limitation by the Company for any remedial action needed to protect or exonerate the Company and its directors/ officers in the event the Distributor improperly acts on behalf of the Company. 4. Advertising and the Use of the Company Name a. A Distributor is prohibited from using any form of advertising including media to promote Products and/or business opportunity. Products and/or business opportunity may be promoted only by personal contact and by approved Company sales aid. In addition, any distribution of promotional materials must be specifically and expressly reviewed and approved by the Company. A Distributor shall not promote the Products and/or business opportunity of becoming a Distributor through interview with the media, articles in publications, news reports, or any other public information source. b. No Company logos or names may be used or displayed on any apartment, house, office, storefront or other physical premises and any other medium where it may be seen by members of the public except with written approval by the Company. c. No Distributor may use any of the Company's trade names, trademarks, service marks, product names, logo, or other intangible commercial assets, registered or otherwise, in any form of advertising or promotion without first entering into a separate written agreement with the Company for each proposed use of any of the above mentioned names or devices. d. None of the Company's copyright protected materials may be reproduced, sold, or distributed in whole or in part, by any means without the written approval from the Company. e. A Distributor shall not use business cards or other personalized sales aid containing the Company's logo and name unless produced by the Company and must also contain the words "Independent Distributor" or any other words or description as determined by the Company from time to time. If the business card or letterhead are to be purchased from or produced by any supplier other than the Company's authorized supplier, the Distributor must first receive prior written approval from the Company. In any event, the business cards or letterhead must be produced according to the specific guidelines authorized by the Company. f. Under no circumstances may any corporate name of the Company be used by a Distributor. 5. Distributor Lists a. Distributor Lists are confidential and are the exclusive property of Vita LifeSciences. The Lists, in the present and future form, constitute commercially advantageous proprietary assets and trade secrets of Vita LifeSciences which the employees of the Company have agreed to hold confidential. The right to disclose Lists and Distributor information maintained by Vita LifeSciences is expressly reserved by Vita LifeSciences and may be denied at Vita LifeSciences's discretion. b. Vita LifeSciences may at its sole discretion provide a unique tailored portion of the Lists to Distributors, for a reasonable fee. Each portion of the provided Lists contains only information specific to the Distributor's level and his/her own downline organization. These Lists may be provided for the exclusive and limited use of the Distributor to support the training and servicing of the Distributor's downline organization for Vita LifeSciences business only. 6. Renewal of Distributorship a. Each Distributorship is valid for a period of TWELVE (12) months only. It is the responsibility of the Distributor to submit the Distributorship Renewal Form together with the required subscription fee of RM18 for the extension of another TWELVE (12) months. b. If a Distributor has purchased 50VP or more personal sales in any calender month within his/her distributroship period, his/her distributorship will be automatically extended for another TWELVE (12) months upon expiry of his/her distributorship. c. If a Distributor fails to comply with clause (6)(a) or (6)(b) his/her Distributorship will automatically be terminated once the grace period of 30 days after the expiry date lapses. 7. Termination a. A Distributor may option to terminate/resign his/her Distributorship at any time, and for any reason, by sending a written notice of termination to Vita LifeSciences. Termination becomes effective as of the date Vita LifeSciences receives written notice of termination or such later date as may be specified in the termination notice. b. Any Distributor whose membership has been terminated shall automatically no longer be entitled to the benefits and status of his/her membership and his/her downline organization shall be transfer to his/her direct active sponsor. c. Any violation of this Policies & Procedures by any Distributor may result in termination of the Distributorship. The termination procedure shall be as follow: i. Vita LifeSciences will send written notice of intent to terminate offending Distributor; ii. The said Distributor will then have twenty (20) working days in which to present his/her case to Vita LifeSciences for review; and iii. Vita LifeSciences will then make the final decision whether or not to terminate the offending Distributor and the decision rests solely at the discretion of Vita LifeSciences without the need to assign any reason thereof and cannot be contested by the Distributor. 8. Sale / Transfer of Distributorship a. A Distributor may dispose of, transfer, or otherwise assign, at Distributor's own cost and expense, his/her right under the Distributorship to payment of Bonus in accordance to the Life Rewards Plan in any manner allowed by applicable law, subject to the prior written approval of Vita LifeSciences, which may not be unreasonably withheld. Vita LifeSciences will review the proposed transferee's qualifications and intentions to manage and develop the business and may accept or reject the proposed transferee at its sole discretion. b. The disposal, transfer or assignment will not be recognize in the records of Vita LifeSciences until it has received the written notification of the same and has given its formal written approval thereto. c. The transferor or his spouse is not permitted to apply to be admitted as a Distributor of the Company within six (6) months of the transfer of distributorship and the company reserves the right to reject his application for any new distributorship. 9. Arbitration Clause a. The law of Malaysia shall govern these Policies & Procedures and any agreement between Vita LifeSciences and Distributor. In the event a Distributor seeks to bring any legal proceedings against Vita LifeSciences for any alleged breach of any legal policy or procedure, agreement, or any other alleged cause of action, the said Distributor shall provide prior written notice to Vita LifeSciences of his/her intent to institute legal proceeding against Vita LifeSciences. The Distributor shall provide such notice to Vita LifeSciences at least twenty (20) working days prior to the institution of any legal proceedings. The Distributor must file his/her lawsuit against Vita LifeSciences in the courts of Malaysia. b. Within twenty one (21) working days of receipts of any such written notice, Vita LifeSciences, as its option, may choose to have the dispute with the Distributor referred to and resolved by arbitration pursuant to the rules and procedures under the Arbitration Act 1952 respectively for the resolution of the dispute, unless the parties mutually agree on some other rules for arbitration. In the event Vita LifeSciences exercises its option to have the dispute arbitrated, the Distributor shall immediately cause any lawsuit that the Distributor may have filed against Vita LifeSciences to be dismissed. The arbitration proceedings shall be held in Malaysia. 10.Waiver a. The waiver by the Company of any Distributor's breach of any provision of the Contract must be in writing and will not be construed as a Waiver of any subsequent or additional breach. The failure by the Company to exercise any right or prerogative under the Contract will not operate as a waiver of such right or prerogative. PRODUCT GUARANTEES, RETURNS & BUY BACK POLICY 1. Product Guarantee a. If the products purchased by either the Distributor or Retail Customer is proven to be of substandard quality or with manufacturing defects, the Company guarantees replacement. However this guarantee does not extend to contamination due to expiry and damages, negligence or deliberate act by the Distributor and Retail Customer or Consumer. 2. Product Return Policy a. Distributors must inspect all products ordered at the time of delivery. Once accepted by a Distributor upon delivery, the products delivered shall be deemed to conform to such Distributor's order in good condition and free from defects. Company will exchange Products only if the returned products are damaged due to shipment, incorrectly sent, or are of substandard quality. b. To exchange the Products, the Distributor must comply with these rules : i. The request for exchange must be made to the Company within five (5) days of the receipt of the Products. ii. The exchange of the Products must be made at the Company within thirty (30) days from the date of purchase iii. Authorization from the Company is required to initiate the exchange. The Company will instruct the Distributor on the correct procedures for returning the Products. iv. The Distributor is required to submit the following at the time of exchange : - Customer Feedback Form / Product Return - Copy of Invoice and proof of payment - Copy of Customer Order Receipt - Products to be returned / exchanged c. Retail Customer can exchange the product from the Distributor from whom they had purchased the same, within thirty (30) days from the date of purchase. They have to provide a valid reason and return the said product along with the customer order receipt copy to the Distributor. d. In case of a Retail Customers request for money refund or replacement of products instead of product exchange, it is the Distributor's obligation to satisfy the Customer's needs. 3. Buy Back Policy a. This applies when a Distributor through previous documentation, terminates his / her distributorship. b. Upon termination of the distributorship, the Company will refund the original purchase price after less 10% administrative fee, less paid applicable Bonus (plus applicable sales tax and/or other if paid) on reasonably sound, unopened, unaltered, resaleable, and restockable products that are returned by the Distributor who purchased the products from the Company. The product invoice for the said product should be not more that thirty (30) days from the date of purchase. c. The Buy Back policy is designed to impose upon the sponsor and the Company the obligation to ensure that the distributor is buying products wisely. Distributors are advised to buy products that they can reasonably sell or consumed within a thirty (30) days period. ORDERING PRODUCTS AND SALES TOOLS a. A Distributor may order Products and Sales Tools by completing a Product Order Form. There is no minimum order. However, shipping and handling costs may vary depending on the amount of Products and Sales Tools purchased. b. A Distributor has no specific minimum inventory requirements. A Distributor must use his/her own judgment in determining the inventory needs based on a reasonable projection of retail sales. A Distributor is prohibited from ordering more than a reasonable inventory. By placing an order, a Distributor certifies that he/she has resold at least 80% of any previous orders. c. Orders may be made by phone, mail, fax or delivery to an authorized distribution centre. d. Payment must be made upon order by cash, money order, credit card, company cheque (inclusive bank charges, if any). Any payment which is not supported by sufficient fund constitutes a breach of contract, where necessary, a service fee will be charged. However, it is the Company's discretion to accept or reject payment by cheque without assigning any reason thereof. e. Order must be received by the last working day of the month (or any other cut-off date as specified) to be included in the month's Bonus and qualification computations. f. A Distributor is not allowed from submitting any order in the name of other Distributor without the other Distributor's specific, prior written approval which must first be communicated to the Company.

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