E-mail: mail@inthepagesofagoodbook.com by Helen Colwell

Power Health/TeraForma Health's Distributor Terms & Conditions

1. I am of legal age in the state of my residency. I agree that I am an Independent Marketing Representative (hereinafter, "DIST") responsible for my own business activities and not an agent or employee of Power Health International, Inc/TeraForma Health, Inc. (hereinafter, "PHI/TFH"). I will not represent, in any manner, that I am an employee or agent of TFH. I understand that I have the right, subject to the terms of this Application & Agreement (hereinafter, "Agreement") and the DIST Policies & Procedures (hereinafter, "P&Ps"), to market and sell PHI/TFH Products. I also understand that I may sponsor other DISTs into this business opportunity and receive override commissions from their Product sales. All such sponsoring and overrides are subject to PHI/TFH's approval, the Compensation Plan, the P&Ps, and this Agreement. I understand that I shall become an Independent Contractor within the meaning of section 3506 (b) (2) of the Internal Revenue Code.

2. I agree to represent PHI/TFH with honesty and integrity and conduct my marketing activities ethically and professionally. I shall use my best efforts to market and sell Products to Customers and I will not, under any circumstances, either by omission or commission, misrepresent any fact concerning PHI/TFH and its Products or take any action that damages or would reasonably be interpreted to damage PHI/TFH's reputation or goodwill.

3. I agree to RELEASE, INDEMNIFY and hold PHI/TFH, its directors, officers, shareholders, employees, assigns and agents (collectively referred to as, "Affiliates") harmless from any actions, causes of actions, claims, damages, liabilities, and expenses, including attorney fees and litigation costs arising from the failure of the third party provider of Products to perform to my satisfaction, or my failure to perform pursuant to this Agreement including, but not limited to, my GROSS NEGLIGENCE, negligence fraud or misrepresentation by me for violation of any governmental laws, regulations, or rules.

4. Under no circumstances shall PHI/TFH and its Affiliates be liable for any lost profit, or for any special, direct, indirect, consequential, exemplary, or punitive damages or any other loss incurred or suffered by me as a result of entering into this Agreement. The entire liability of PHI/TFH and its Affiliates for any claim whatsoever known or unknown, and whether existing now or in the future, related to the relationship of TFH and myself, including, but not limited to, any cause of action sounding in contract, equity, or strict or products liability, shall not exceed, and shall be limited to my cost of products I have purchased from PHI/TFH under this Agreement or any other agreement that are in resalable condition as outlined in the Policy and Procedure Manual.

5. I understand that I must be a DIST in good standing and not in violation of any of the terms of this DIST Application or P&P's Agreement in order to be eligible to receive any bonuses or commissions from PHI/TFH. I am responsible for the payment of all federal and state self-employment taxes and any other tax required under any federal, state, province or regulatory taxing agency. I agree to pay all applicable federal and state self-employment taxes, local taxes, and/or local license fees that may become due as a result of my activities under this Agreement. I further agree to allow PHI/TFH to collect and remit applicable sales taxes on my behalf with each Product order unless I have or file with PHI/TFH a copy of my tax resale number in the state of my residency, or in the case of a non-profit organization, a tax exempt certificate and number.

6. I understand that acceptance of this Agreement does not constitute the sale of a franchise, that there are no exclusive territories granted to any DIST, that no franchise fees have been paid, nor am I acquiring any interest in a security, by the acceptance of the right to sell and distribute the PHI/TFH Products pursuant to this Agreement. I further understand that DISTs are not authorized to, and I will not for any reason, act as a spokesperson for PHI/TFH or its Products in any way to any media or publication, nor will I incur any debt, expense, obligation or open any checking account on behalf of, or for PHI/TFH.

7. I agree that as a DIST, I shall place my primary emphasis upon the making of Preferred Customer & Retail Sales of Products to Customers and that I will offer and sell at least 70% in dollar volume of my wholesale purchases to retail Customers prior to reordering any Product. I further understand and agree that I may be required, upon PHI/TFH request, to show proof of retail sales activities. The 70% amount does not include products purchased for personal consumption. Retail sales to non-DIST Customers and maintaining a personal Monthly Purchase Requirement ("MPR") of Qualified Products are conditions for receiving commissions. Permissible DIST purchases shall be automatically modified to comply with any applicable exemption requirements set forth in any states' laws regulating business opportunities. In any states with purchase volume restrictions, personal monthly MPR will be automatically adjusted in accordance with that state's total purchase limitations.

8. PHI/TFH pays no commissions or finders fees for sponsoring new Distributors. However, I am responsible for training and supporting new DISTs I sponsor into PHI/TFH. I agree to maintain monthly communication and support to those DIST in my commissionable downline through personal contact, telephone communication, written communication, training events and/or attendance at DIST meetings.

9. PHI/TFH reserves the right to modify from time to time, the DIST P&Ps, this Agreement and the Compensation Plan. I agree to comply with all such modifications, which shall be considered in effect and incorporated herein by reference, upon notice by PHI/TFH publication or announcement. In addition, PHI/TFH must reserve the right to change packaging, products, or price without notice. The continuation of my PHI/TFH DIST status or my acceptance of commissions or bonuses shall constitute my acceptance of any and all amendments.

10. PHI/TFH shall deem this Agreement in effect upon its receipt and approval at its corporate office address listed. This Agreement shall remain in effect for one (1) year from the date of acceptance by PHI/TFH, unless earlier terminated in accordance with the terms and conditions herein. Each DIST must renew their Agreement within one (1) year from the date of its acceptance by PHI/TFH and every year thereafter. A PHI/TFH Renewal Agreement and any applicable fees must be completed by a DIST, and received by PHI/TFH prior to midnight on the annual anniversary date of the original Application. Failure to renew will result in the expiration of this Agreement or the Renewal Agreement and the forfeiture of all rights associated with being a DIST, including but not limited to the right to participate in the Compensation Plan.

11. I understand I have the right to cancel this Agreement at any time and for any reason upon written notification to PHI/TFH. PHI/TFH shall not cancel this Agreement unless I materially breach a term or condition of this Agreement or the DIST P&Ps. If I fail to comply with the terms of this Agreement or the DIST P&Ps, then PHI/TFH may, at its discretion, terminate my DIST status or impose upon me other disciplinary action, including but not limited to, forfeiture of bonuses and commissions or loss of all or part of my marketing organization. I understand that procedural policy in this regard is enumerated in the DIST P&Ps.

12. I understand that my DIST position may be inherited or bequeathed but cannot be transferred or assigned without prior written consent of PHI/TFH, and is subject to the terms and conditions as set forth in the DIST P&Ps.

13. If I fail to pay for products or services when payment is due, I authorize PHI/TFH to withhold the appropriate amounts from my bonus or commission checks, to charge my credit card or to electronically debit my designated checking account as authorized herein. I understand that the failure to promptly pay for products or services constitutes a breach of this Agreement.

14. I will not create, publish, use or distribute the names, trade names, logos, copyrighted literature or materials, trademarks, services marks, sales aids or training materials of PHI/TFH except for materials provided by PHI/TFH or approved in writing by PHI/TFH prior to their use by me. I understand that unauthorized use or duplication of said materials is a violation of federal law and grounds for suspension and/or termination. Furthermore, I acknowledge that any DIST, Customer, Vendor, Processor, third party Provider or other proprietary lists, names, programs, or procedures are the exclusive property of PHI/TFH and may never be used for any commercial purpose by me without prior written consent of PHI/TFH. Furthermore, any promotional material including business cards that use the "PHI/TFH" name, trademark or logo, will prominently include the words "Independent Distributor".

15. I understand that PHI/TFH makes no representations, warranties, or guarantees, express or implied of any kind including, but not limited to, any claims for earnings or benefits from Products other than those expressly included in PHI/TFH publications. In promoting the PHI/TFH opportunity, I will NOT represent or state that any level or amount of income or success is guaranteed, assured or easy to achieve.

16. In the event that any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remainder of the Agreement will remain in full force and effect.

17. This Agreement is governed under the laws of the state of Texas, and no other venue.

18. This Agreement constitutes the entire contract between PHI/TFH and myself. Any promises, representation, offers or other communications not expressly set forth in this Agreement are of no force or effect. To the extent there is any conflict or inconsistency between this Agreement and any other agreement or P&P, the P&P shall in all instances supersede and prevail over any term of this Agreement.

19. The company makes no representation that either the company or the participants shall receive inquiries as a result of publication of the web-site. The company does warrant that each participant shall receive from the company its pro-rata share of any inquiries received. Participants may cancel this participation upon giving (5) days written notice, which shall constitute participants sole remedy for any alleged breach by TeraForma Health Inc.

20. It is understood that TeraForma Health Inc. is the creator of said web-site and has contracted with among some of the most experienced professionals in Web-site technology and creation. Due to the nature of the numerous individuals and personalities who participate in the Marketing of your Web-site, it must be understood that all aspects of consultation, advise, creation, design, and technology are taken solely from our Web-site professionals and legal counsel. Although we appreciate an Individual's desire to make suggestions of Web-site material and design, we regret that we simply cannot deviate from the direction of our Web specialist and Attorneys legal counsel.

21. PHI/TFH will buy back, from a resigning distributor, unused and currently marketable inventory and sales aids purchased from PHI/TFH within 30 days (or longer where regulated by state law) from the date of receipt of merchandise first ordered, at 90% of the Distributor's net cost, less appropriate set-offs and legal claims. Products certified as sold under the 70% rule are not eligible for buy-back.