To order Products from the Company according to the terms outlined in the PlantMakers Business Development Guide ("Guide"), its Product catalogues and other sales and marketing materials that are in effect at the time the order is placed. The Company may change the prices of the Products at any time.

To sell Products using the Party Plan System and other direct selling channels as described in the Guide.

That all orders are subject to the approval by the Company, but Distributor

That all orders submitted to the Company shall include payment in full by personal check, cashier’s check, certified check, money order, electronic funds transfer (EFT), or approved credit cards (where applicable).

To collect applicable shipping and handling charges from Hostesses and customers, and in turn, pay such shipping and handling charges on the Products.

To be fully responsible for paying all applicable federal, state and local income, use, unemployment, worker’s compensation, Social Security and other taxes, premiums, license requirements and fees related to the Distributor’s sales activities and earnings.

To purchase a Distributor’s Kit that includes samples of Products, the Guide, sales catalogues, and an initial supply of sales order forms. No commissions or royalties are paid to anyone on the purchase of the Distributor Kit.

To present the Products in a truthful and sincere manner, to honor the stated warranty, if any, on the Company’s Products, and not make any further warranties or representations on behalf of the Company.

To make no claims or representations of potential earnings or guaranteed profits, and that no such claims or representations have been made to the Distributor.

That any earnings the Distributor receives are attributable only to the sale of the Products, and that no earnings or fees are derived from the mere act of sponsoring other Distributors.

That the Company’s trademarks, service marks, trade dress and copyrighted materials are owned solely by the Company and that the use of such marks and materials by the Distributor must be in compliance with the Company’s policies, as such may be amended from time to time. The Distributor further agrees that the Company has a proprietary interest in its customer lists, Distributor lists, and other Confidential Information, as described in the Guide, and that the Distributor will not use or disclose such Confidential Information except as authorized by the Company.

That no other merchandise shall be sold or offered for sale during a Home Party, or other event where PlantMakers Products are shown and offered for sale.

That the Distributor shall not sell the Products outside of the 50 United States and the District or Columbia.

That the Company may deduct any money owed by the Distributor to the Company from the money that the Company owes the Distributor.

That interests of the Distributor in this Agreement cannot be transferred or assigned without the prior written consent of the Company.

That the Distributor is an independent contractor and not an employee, agent, franchisee, joint venturer, partner or owner of the Company, and that Distributor shall not be treated as an employee, agent, franchisee, joint venturer, partner or owner of the Company under the Internal Revenue Code, Social Security Act, Federal Unemployment Act, Federal Insurance Contributions Act (FICA), worker’s compensations, any state unemployment act, or any other federal, state, or local statute, ordinance, rule or regulation.

That the Distributor has no power or authority to incur any debt, obligation or liability on behalf of the Company.

To indemnify and hold the Company, its employees and agents harmless from damages resulting from actions or inactions by the Distributor, or the Distributor’s failure to abide by the terms of this Agreement.

To read and comply with the Agreement and the Company’s Business Development Guide, which is incorporated by reference as part of the Agreement, as all these documents may be modified from time to time by the Company.

That the Distributor shall not be required to pay any fee or make any purchase to become a Distributor, other than the purchase of the Distributor Kit.

To permit the Distributor to retain 25% on guest sales made by the Distributor

To pay the Distributor a bonus on sales made by Distributors sponsored by the Distributor in accordance with the Business Development Guide.

To provide the Distributor access to Products through various Distributor programs.

To buy back inventory, including the entire Distributor Kit, at 100% of the Distributor’s cost for the inventory, should this Agreement be terminated, less any applicable setoffs or monies owed to the Company, within 12 months from the date the Distributor received the inventory.

To provide the Distributor with written notice of any changes in Product prices and the effective date of these changes.

That there are no geographical or territorial restrictions imposed on the Distributor other than restricting sales to the 50 United States and the District of Columbia.

That it has no right of control of the Distributor’s sales activities, except as provided in this Agreement.

That this Agreement constitutes the full agreement between the Distributor and the Company, and that no additional promises, representations, guarantees or agreements of any kind are valid unless issued in writing by the Company.

That this Agreement shall be governed by and interpreted according to the laws of the state of Florida without reference to choice of law rules. Proper jurisdiction and venue for any disputes between the parties shall be in a federal court or state court having jurisdiction in Pinellas County, Florida.

If any provision of this Agreement is unenforceable or invalid, the Agreement shall be ineffective only to the extent of such provision and the validity of the remaining provisions of the Agreement shall not be affected.

That notices made in accordance with this Agreement shall be deemed given when delivered in person; when deposited in the United States mail; or when delivered to a national overnight delivery service to either party at the address provided in the Agreement.

That this Agreement is effective only after an authorized representative of the Company signs the Agreement.

This Agreement shall be in effect for a period of one year from the date of acceptance and shall be renewed based on the terms and conditions in the Company’s Business Development Guide.

This Agreement may be terminated at any time by either party upon written notice for a breach of any provision of this Agreement by the other party, or by 30 days written notice without cause.

The Distributor authorizes the Company, on behalf of the Distributor, to collect and remit to the proper governmental agencies the applicable sales/use tax generated as a result of the Distributor’s sale of Products. When Distributor orders are placed with the Company, sales tax is prepaid based upon the suggested retail value of the Products. This is the preferred and most common practice for Distributors.

If the Distributor resides in Hawaii, the Distributor is required by state law to collect and remit his/her own sales/use tax directly to the state.

If the Distributor resides in Connecticut, Kentucky, Michigan, Oklahoma or Texas, the Company is required by state laws to collect and remit the sales/use tax on the Distributor’s behalf.

Distributor’s who reside in all other states have the option of collecting and remitting his/her own sales/use tax directly to the state in which they reside.

Distributor’s who live in Hawaii, or Distributor’s who prefer to collect and remit tax directly to his/her own state must complete a Blanket Certificate of Exemption form which is available from the Company, and which will be mailed, FAXED or e-mailed to the Distributor the next business day.