1. Copyright, 2007 David Griffith Eisenstein, Esq. How to Avoid Costly Litigation (with Distributors) “10 Steps to a Successful Relationship with Your Distributors”

2. Copyright, 2007 David Griffith Eisenstein, Esq. DRA Distributor Bill of Rights Copyright MLM-DRA 2007. All Rights Reserved 1. RIGHT OF DISTRIBUTORS TO THEIR RESIDUAL INCOME: Distributors have a right to own and operate their own independent contractor business. The company and the government should recognize that a distributorship is an independent small business with all of the rights and tax benefits of any independent small business. By entering into an agreement with any company, each Distributor is entitled to specific and undeniable rights to protect and preserve immediate and long-term residual income. 3. Product usage by a distributor's personally sponsored downline and customers is considered as retail sales of that distributor and is commissionable. The use of the company's products within the sales organization is called "internal consumption." Whether a distributor or a customer receives a discount is immaterial, as in the case that factory or wholesale outlet sales are still considered as retail sales. 4. Distributors have a right to a fair and balanced contract. Distributors shall be protected from termination without just cause. Distributors have a right to automatic renewal without material breach of contract. Distributors have a right to a process and system of fair and independent recourse. 5. There cannot be any restrictions on the distributor's spouse or family conducting any other legitimate business of their choice. The company has no right to condition their distributors' business based on any third party that is not a signature party to the independent contractor agreement/contract. Such attempts may be illegal. 6. Distributors have a right to sell, transfer or will their independent contractor business to any party that would qualify as a distributor under normal conditions. This is a provision that also helps protect the independent contractor status. 7. Distributors have the right to expect that their company and employees be honest and treat them courteously and respectfully; and submit to likewise treat them with mutual respect. 8. Distributors have the right to expect that their company has taken all reasonable steps to insure that their products are properly represented and meet any and all legal standards, have taken all reasonable steps to protect the proprietorship of the products and they are shipped in a timely manner. 9. Distributors should have the right to join any legitimate association of their choice. MLM-DRA | Bill of Rights Page 1 of 2 http://www.mlm-dra.org/BillOfRights.asp 10/12/2007 Distributor1 2 67 34 89 5

3. Copyright, 2007 David Griffith Eisenstein, Esq. RECOGNIZE THE SPECIAL NATURE OF RELATIONSHIP WITH PERSONALLY SPONSORED 2. Distributors' personal business relationships shall be honored and protected. Distributors' downlines that are personally sponsored and personal retail customers are part of the distributor's business. Companies will recognize the sacred nature of the sponsor/distributor relationship. Distributors have the right to expect company’s efforts to support and sustain that relationship, and do nothing to compete with or harm the Distributors business. No restrictions should be placed on any legitimate business relationship, regardless of a competing company being involved or not.

4. Copyright, 2007 David Griffith Eisenstein, Esq. INTERNAL CONSUMPTION IS RETAIL 3. Product usage by a distributor's personally sponsored downline and customers is considered as retail sales of that distributor and is commissionable. The use of the company's products within the sales organization is called "internal consumption." Whether a distributor or a customer receives a discount is immaterial, as in the case that factory or wholesale outlet sales are still considered as retail sales.

5. Copyright, 2007 David Griffith Eisenstein, Esq. FAIRNESS IN TERMINATION PROCESS 4. Distributors have a right to a fair and balanced contract. Distributors shall be protected from termination without just cause. Distributors have a right to automatic renewal without material breach of contract. Distributors have a right to a process and system of fair and independent recourse.

6. Copyright, 2007 David Griffith Eisenstein, Esq. NO GUILT BY ASSOCIATION 5. There cannot be any restrictions on the distributor's spouse or family conducting any other legitimate business of their choice. The company has no right to condition their distributors' business based on any third party that is not a signature party to the independent contractor agreement/contract. Such attempts may be illegal.

7. Copyright, 2007 David Griffith Eisenstein, Esq. DISTRIBUTORS HAVE RIGHT TO SELL AND/OR WILL THEIR BUSINESSES 6. Distributors have a right to sell, transfer or will their independent contractor business to any party that would qualify as a distributor under normal conditions. This is a provision that also helps protect the independent contractor status.

8. Copyright, 2007 David Griffith Eisenstein, Esq. GOLDEN RULE (Not the one that says that he who has the gold makes the rules) 7. Distributors have the right to expect that their company and employees be honest and treat them courteously and respectfully; and submit to likewise treat them with mutual respect.

9. Copyright, 2007 David Griffith Eisenstein, Esq. COMPANY PRESENTS ITS PRODUCTS PROPERLY (and the compensation plan is legal) 8. Distributors have the right to expect that their company has taken all reasonable steps to insure that their products are properly represented and meet any and all legal standards, have taken all reasonable steps to protect the proprietorship of the products and they are shipped in a timely manner.

10. Copyright, 2007 David Griffith Eisenstein, Esq. DISTRIBUTOR FREEDOM TO ASSOCIATE 9. Distributors should have the right to join any legitimate association of their choice.

11. Copyright, 2007 David Griffith Eisenstein, Esq. MUTUAL LOYALTY (and R E S P E C T) 10. Loyalty is expected from both Distributor and Company to each other. 10. Loyalty is expected from both Distributor and Company to each other.

12. Copyright, 2007 David Griffith Eisenstein, Esq. 1) Adopt the DRA Bill of Rights Check with Your MLM Operations Attorney first Check with Your MLM Operations Attorney first Go to www.MLM-DRA.org Go to www.MLM-DRA.orgwww.MLM-DRA.org Allow distributors to sell or will their businesses Allow distributors to sell or will their businesses Give a terminated distributor a chance to sell (6 months is a reasonable time) Give a terminated distributor a chance to sell (6 months is a reasonable time) Don’t forfeit a distributor’s income stream (compensate them for it, even if they are terminated for cause) Don’t forfeit a distributor’s income stream (compensate them for it, even if they are terminated for cause)

13. Copyright, 2007 David Griffith Eisenstein, Esq. 2) Disclose charges and evidence of distributor violations of policies to them Give them a fair hearing with a right to defend themselves from charges against them Give them a fair hearing with a right to defend themselves from charges against them Do not be too quick to grab their check or shift the downline out from under them before final determination of culpability has been made Do not be too quick to grab their check or shift the downline out from under them before final determination of culpability has been made

14. Copyright, 2007 David Griffith Eisenstein, Esq. REMEMBER IT’S NOT WYNN V. WYNN YOU ARE LOOKING FOR IT’S WIN/WIN IT’S WIN/WIN