SENEGENCE INTERNATIONAL, SGII Inc. TERMS OF APPLICATION AND AGREEMENT

Distributor and SeneGence International (SGII, Inc.), (hereinafter SeneGence) hereby agree to the
following terms and conditions:

1. Legal Age. Distributor is of legal age to enter into this Application and Agreement (the
"Agreement") in the state in which Distributor resides.

2. Acceptance. This Agreement shall be effective upon acceptance by SeneGence at its place of
business in Irvine, California, and shall be binding upon the parties and their heirs, successors
and assigns. Distributor may buy products at wholesale from SeneGence. SeneGence reserves the
right, in its sole discretion, to decline to accept any Agreement. Upon Company's acceptance of
this Agreement (which may be shown by initial shipment of product to Distributor), Distributor
shall have the right to sell products and services to end use consumers and to participate in its
Compensation Plan. Distributor is not required to make any product purchase. Distributor proclaims
openly that neither he or she or his or her immediate partner or spouse has been party or
participant to a SeneGence Distributorship individually, in a partnership, in a trust, or as a
shareholder, principal, officer, or director or a corporate Distributorship in the past six months.
Distributors in the same household or business shall have the same sponsor. Change of original
sponsor is not permitted.

3. Terms. Subject to the provisions of section 19, This Agreement shall have a term beginning on
the date of acceptance by SeneGence and ending one year from the date thereof (the "Anniversary
Date") unless renewed by the Distributor prior to the Anniversary Date. If renewed, Distributor
acknowledges that the Terms of Application and Agreement then in effect will be applicable to any
such annual renewal period. An annual charge will be assessed and, if not paid directly by the
Distributor, will be charged at the time of Distributor's first order following each anniversary
date, to cover the cost of newsletters, updates, promotions, and other miscellaneous costs.
SeneGence, in its sole and unfettered discretion, with or without reason, shall have the right to
refuse to renew this Agreement at any anniversary date. If the Agreement is not renewed, the
Distributor understands that all right to the Distributor's Distributorship, overrides, bonuses and
commissions and the ability to purchase products from SeneGence at wholesale prices shall
terminate. The right to renew this Agreement is subject to the terms and provisions of the Terms of
Application and Agreement, Distributor Policies & Procedures Guide and Compensation Plan in effect
at the time of renewal, and as may be amended by SeneGence from time to time.

4. Independent Contractor Status. Distributor understands that Distributor is an independent
contractor and not an employee, agent, or franchise, joint venture, partner or owner of SeneGence.
Distributor shall be solely responsible for determining his/her hours and shall conduct the
Distributor business without direction or control by SeneGence. Distributor shall not be treated as
an employee, agent, franchisee, joint venture, partner or owner of SeneGence for federal or state
tax purposes including with regard to the Internal Revenue Code, Social Security Act, Federal
Unemployment Act, Federal Insurance Contributions Act (FICA), or with regard to workmen's
compensation, any state unemployment act, or any other federal, state or local statute, ordinance,
rule or regulation. Distributor is responsible for all liability, health, disability and workmen's
compensation insurance. Distributor is not authorized to bind SeneGence to any agreement nor to
incur any obligation on behalf of SeneGence.

5. Suggested Retail Prices. SeneGence provides a reasonable suggested retail price for each of its
products. The calculation of sales tax is based upon this suggested retail price. Distributor is
not bound to offer or sell SeneGence products at the company's suggested retail price and may
establish such reasonable price as the Distributor shall determine. Distributor is prohibited from
undertaking predatory pricing of SeneGence products. SeneGence will deem predatory pricing to have
occurred if the offer or sale price of SeneGence products by Distributor is at less than
Distributor's wholesale cost plus freight and other out-of-pocket expenses relating to the
wholesale purchase from SeneGence, and such expenses as are applicable to Distributor's selling
methods or venue (ie - trade show costs); plus a factor of 20% of the wholesale price,
Distributor's out-of-pocket costs, and other selling expenses. Additionally, and alternatively, an
offer for sale or sale of SeneGence products at less than 85% of the suggested retail price will be
presumed to be predatory pricing until demonstrated and documented by the Distributor to the
contrary.

6. Responsibility for Taxes. Distributor is solely responsible for the payment of all applicable
federal, state and local income, unemployment, social security and other taxes and premiums and
license requirements and fees attributable to the Distributor's sales activities and earnings
associated therewith.

7. Sales and Use Taxes. To ensure compliance with the sales and use tax law requirements of each
state, unless otherwise mandated by state law, SeneGence shall collect and remit all applicable
sales and use taxes on products based upon the suggested retail price of the product. The
applicable rate of tax due shall be based on the address to which the product is shipped, when
shipped to the ordering Distributor, or upon other criteria as appropriate under law. Distributor
may file with SeneGence a copy of his/her sales tax license in their state of residence and thereby
will not be required to submit sales taxes with wholesale product orders.

8. Compensation. Distributor will be compensated by SeneGence pursuant to the SeneGence
Compensation Plan, which is incorporated herein by reference. Distributor understands that any
compensation Distributor receives from SeneGence is related solely to the sale of products and
services, and that there is no compensation for sponsoring. Distributor understands that
Distributor is not guaranteed on income, profits or success and certifies that no such
representations have been made to Distributor either by SeneGence or any Distributor. Distributor
agrees that he/she will make no unreasonable, untrue, misleading, or unrepresentative earnings
representations or income guarantees of any kind; nor will Distributor display any actual or
photocopied commission checks in promotional materials, income opportunity advertising, or any
other format or forum when presenting the Sales Compensation Plan to prospective Distributors.

9. Distribution. SeneGence reserves the right to limit the states, countries and territories where
SeneGence products may be resold by Distributor and the means by which SeneGence products are
offered and sold. Until further official notice from SeneGence, Distributor shall not sponsor,
solicit or train other Distributors nor offer or sell SeneGence products outside the boundaries of
the United States of America. No Distributor may sell or ship product outside the Country or
territory in which he/she is a registered Distributor. A Distributor may only be a registered
SeneGence Distributor in one Country and/or territory at any given time. Further as and if
SeneGence officially opens up new countries or territories for the sale of its products and
sponsoring of prospective new Distributors, existing Distributors are prohibited from soliciting,
recruiting, training, signing or sponsoring new Distributors until SeneGence has officially opened
said country or territory and notified all distributors of same.

10. Representations. Distributor shall make no statements, claims, representations, warranties, or
disclosures with respect to SeneGence's products or services, including but not limited to claims
that company products cure or mitigate diseases or alter body functions, in promoting SeneGence, in
sponsoring or training Distributors, or in selling SeneGence's products and services, other than
what is expressly permitted by the Distributor Policies and Procedures Guide and in other
literature produced by SeneGence and approved for distribution. Any sales or recruiting materials
produced by or for any Distributor must bear a special designation required by SeneGence,
indicating prior review and approval by SeneGence. Distributor understands that no attorney general
or other authority ever reviews, endorses or approves any product, compensation program or company,
and will make no such claim. 11. Refunds. Distributor agrees to abide by SeneGence's retail
customer refund policy, as set forth in the Distributor Policies & Procedures Guide. Distributor
acknowledges that he or she is eligible to receive a refund for commissioned products purchased by
Distributor, returned in resalable condition, less a ten percent (10%) handling fee; if Distributor
chooses to terminate the Agreement and return the products pursuant to the provisions of the
Distributor Policies & Procedures Guide. Distributor agrees that the reasonable commercial terms
for the re-purchase of marketable inventory upon Distributor's termination shall be commissioned
product purchased within twelve (12) months prior to termination, at not less than 90% of the
Distributor's original net cost, less appropriate setoffs and legal claims, if any. Upon
termination Distributor may apply for refund following the procedures outlined by SeneGence in the
Distributor Manual for such product purchased within 12 months prior thereto, less restocking fee.
(GA-no time limitation; MA-no time limitation on wholesale product purchases made for commission
qualification). Distributor shall bear the costs relating to the return of product. Any
Distributors who received commission on the initial sale of such returned product must repay
commissions originally paid on such products returned to SeneGence.

12. Proprietary Rights/Use of Company Materials. Distributor acknowledges that solely SeneGence
owns SeneGence's trademarks, service marks, trade names, logos, artwork, and copyrighted materials,
and that use of such marks and materials by Distributor must be in compliance with SeneGence's
written policies, as such may be amended by SeneGence from time-to-time. Distributor may not
advertise on the Internet for other Distributors or for the offer and sale of SeneGence products
except via an official approved website (SeneSite) and/or in compliance with the restrictions set
forth in the Distributor Policies and Procedures Guide. Distributor agrees to use only written,
recorded or other promotional or advertising materials, which have been issued by or approved in
advance and in writing by SeneGence. Distributor further agrees that SeneGence has the exclusive
proprietary interest in its Distributor lists, customer information developed by or for SeneGence
(such as credit data, product purchase information and customer profile data), Distributor lists,
manufacturing procedures, formulas, source codes, product development and in all operating,
financial and marketing materials; and that all such information is confidential. Distributor shall
not use or disclose such information to any third party except in strict accordance with this
Agreement and the Distributor Policies & Procedures Guide. Such confidential information is
disclosed to Distributor on a "need to know" basis solely for use in Distributor's business with
SeneGence. Distributor agrees to use his or her best efforts to keep such information confidential.
Distributor shall not use such information to sell products or services other than SeneGence's
products and services or in connection with any other business during the term of and after
termination of this Agreement. Upon termination of this Agreement, Distributor immediately shall
cease all use of SeneGence's trademarks, service marks, logos, artwork and proprietary and
confidential information and, if requested by SeneGence, return all such materials in Distributor's
possession to SeneGence. 13. Non-Solicitation. As an inducement for SeneGence to enter into this
Agreement and in consideration of the mutual covenants contained herein, Distributor agrees that
during the term of this Agreement and for a period of six (6) months thereafter, Distributor shall
not, directly or indirectly on his or her own behalf or on the behalf of any other person or
entity, solicit, induce or hire or attempt to solicit, induce or hire any Distributor (except
personally sponsored), employee, member, customer, supplier or vendor of SeneGence, to enter into
any business relationship with any individual or company which is engaged in direct or network
marketing sales or which sells products or services which compete with the products and/or services
of SeneGence. Distributor acknowledges that SeneGence has a beneficial contract relationship with
each of its Distributors and thus shall not, either during the term of this agreement nor at any
time thereafter, attempt to induce any other Distributor to terminate or alter his or her business
or independent contractor relationship with SeneGence.

14. 70% Rule. By placing any product order, Distributor certifies that he/she has sold over 70% of
all previous orders to his/her non-Distributor consumers. Distributor agrees to place primary
emphasis upon selling of the Company products to ultimate consumers. Retail sales records shall be
maintained and subject to review and verification upon Company request. Distributor residents in
the states of Maine, North Dakota, Michigan, Indiana, Iowa and West Virginia are limited to $495.00
in purchases as a Distributor from the Company during the first six (6) months of Distributor
status. Permissible Distributor purchases shall be automatically modified to comply with the
exemption requirements set forth in any State's laws regulating business opportunities.

15. Training. In the event Distributor sponsors other Distributors, Distributor agrees to perform a
bonafide supervisory, distributive and selling function in connection with the sale of SeneGence's
goods and services to the ultimate consumer. Distributor agrees to provide SeneGence, upon its
request, evidence of the ongoing fulfillment of monthly supervisory responsibilities as evidenced
by participation in one or more of the following: Personal contact, telephone communication,
written communication, and attendance at Distributor meetings.

16. Sale of Other Products or Marketing Programs. Distributor is prohibited from selling or
promoting any competing products or services or marketing programs to any of SeneGence's
Distributors or end consumers, except those Distributors personally sponsored by Distributor.

17. Compliance. Distributor shall abide by all applicable federal, state and local laws or
regulations, and the terms of this Agreement, the Compensation Plan and the terms of the
Distributor Policies & Procedures Guide, as they may be amended from time to time by SeneGence.
Distributors shall at all times act fairly and ethically in their dealings with actual and
prospective SeneGence customers and Distributors, and shall undertake no acts or omissions designed
to injure the reputation or business of SeneGence or any SeneGence Distributor.

18. Non Transferability or Assignability. Distributor understands and agrees that Distributor's
position can be inherited or bequeathed, but cannot be transferred or assigned, in whole or in
part, during the Distributor's lifetime without the express prior written approval of SeneGence,
which approval may be withheld with or without reason or explanation, in the sole discretion of
SeneGence.

19. Termination. (a) Distributor acknowledges that he or she is free to terminate this Agreement at
any time and for any reason, upon written notice pursuant to paragraph 24 (below). (b) SeneGence
may terminate this Agreement at any time upon thirty (30) days written notice for any reason, or
for no reason. Six (6) months of continuous inactivity as a Distributor by virtue of non-ordering
of the minimum monthly qualifying product order (as defined in the Distributor Policies and
Procedure Guide) shall result in automatic termination of Distributor status. Immediately upon
termination of this Agreement Distributor shall (a) lose all rights to purchase products from
SeneGence at Distributor cost; (b) cease from representing himself or herself as a Distributor of
SeneGence; (c) forfeit all rights to his/her participation and position in the Compensation Plan,
including all future commissions and earnings resulting there from, which shall immediately
terminate; (d) be prevented from soliciting, recruiting or sponsoring prospective SeneGence
Distributors; and (e) take all other actions reasonably required by SeneGence relating to
protection of SeneGence's confidential information and intellectual property, including
discontinuing the use of SeneGence's trademarks and service marks, and ceasing all prohibited
contact with SeneGence's customers and Distributors.

20. Amendment. In order to maintain a viable Marketing Program and to comply with changes to
federal, state and local laws or economic conditions, Distributor understands that SeneGence may
amend this Agreement, the Distributor Policies & Procedures Guide, prices for product, company
literature and/or the Compensation Plan at any time. Such modifications and all changes thereto,
shall become a binding part of this agreement upon publication in the official SeneGence
International Newsletter and/or Web site. In the event of any conflict between the terms of this
Agreement, the Distributor Policies & Procedures Guide or any other document and such amendment,
the amendment shall control.

21. Disputes. This Agreement is governed under the laws of the State of California. The parties
agree that any claim, dispute or other difference between them shall be exclusively resolved
pursuant to binding arbitration pursuant to the Commercial Arbitration Rules of the American
Arbitration Association with arbitration to occur at Irvine, California (except to the extent that
Court action is necessary to enforce SeneGence's rights to injunctive relief under Section 27).
Louisiana Distributors arbitrate at New Orleans, Louisiana.

22. Indemnification/Offset. Distributor agrees to indemnify and hold harmless SeneGence, its
subsidiaries, affiliates, and their shareholders, officers, agents, employees and directors from
and against any claim, demand, liability, loss, cost or expense, including, but not limited to,
court costs or attorneys' fees, asserted against or suffered or incurred by any of them by reason
of, directly or indirectly, arising out of or in any way relating to or connected with, allegedly
or otherwise, the Distributor's: (a) activities as a Distributor; (b) breach of the terms of this
Agreement; or (c) violation or a failure to comply with any applicable federal, state or local law
or regulation. SeneGence shall have the right to offset any amounts owed by Distributor to
SeneGence(including, without limitation, the repayment of commissions as a result of product
returns) against the amount of any commissions or bonuses owed to the Distributor.

23. Liquidated Damages / Limitation of Damages. Distributor agrees that the liability of SeneGence,
and its officers, directors and shareholders to Distributor for any claim whatsoever related to the
relationship of SeneGence and Distributor, including any cause of action in contract, tort, or
strict liability, shall not exceed, and be limited to, the amount of unsold product inventory owned
by the Distributor, if any, and commissions at the time of the controversy or termination, if any,
owed to the Distributor. In no event shall SeneGence be liable to Distributor for any incidental,
special, exemplary, or consequential damages, or for any claim of future loss of earnings, profits
or commissions, past the date of termination of the Distributorship.

24. Notice. Any communication, notice, or demand of any kind whatsoever (except and in addition to
as set forth in Section 20, above) which either party may be required or may desire to give to or
to serve upon the other shall be in writing and delivered by 1. Electronic communication, ie
facsimile or email, (if confirmed in writing and sent by one of the following methods as well) 2.
Registered or certified mail, postage prepaid, return receipt requested, 3. Regular mail, postage
prepaid (if accompanied by a declaration of proof of service by mail under penalty of perjury), or
by 4. Personal service. Any party may change its address by written notice given to the other in
the manner provided in this Section. Any such communication, notice or demand shall be deemed to
have been duly given or served on the date personally served, if by personal service, on the date
of confirmed dispatch if by electronic communication, or on the date shown on the return receipt or
other evidence of delivery, if mailed by registered or certified mail, or five days after mailing
if sent by regular mail.

25. Cumulative Remedies/Waiver. All rights, powers, and remedies given to SeneGence are cumulative,
not exclusive and in addition to any and all other remedies provided by law. No failure or delay by
SeneGence to exercise any power or right under this Agreement or to insist upon strict compliance
with any obligation or provision, and no custom or practice of the parties at variance with this
Agreement; shall constitute a waiver by SeneGence of it's right to demand exact compliance
therewith. Waiver by SeneGence can be effective only in writing by an authorized officer of
SeneGence. The waiver by SeneGence of any particular default by Distributor shall not affect or
impair SeneGence's rights with respect to any subsequent default, nor shall it affect in any way
the further or additional rights or obligations of any Distributor.

26. Release. To the extent permitted by law, SeneGence shall not be liable for and Distributor
releases SeneGence from, and waives all claims for any loss of profits, indirect, direct, special
or consequential damages or any other loss incurred or suffered by Distributor as a result of (a)
the breach by SeneGence of the terms of this Agreement (b) the operation of Distributor's business;
(c) any incorrect or wrong data or information provided by SeneGence; or (d) the failure to provide
any information or data necessary for Distributor to operate its business, including without
limitation, the enrollment and acceptance of Distributor or the payment of commissions and bonuses.

27. Injunctive Relief. Distributor agrees that the remedy at law or in arbitration for any breach
of any provision of this Agreement shall be inadequate and that, in addition to any other remedies
it may have, SeneGence shall be entitled, without necessity of proving actual damages, to temporary
and permanent injunctive relief to prevent the breach or further breach of any provisions of this
Agreement.

28. Severability. If under any applicable and binding law or rule of any applicable jurisdiction,
any provision of the Agreement or any specification, standard or operating procedure which
SeneGence has prescribed is held to be invalid or unenforceable, SeneGence shall have the right to
modify the invalid or unenforceable provision, specification, standard or operating procedure or
any portion thereof to the extent required to be valid and enforceable. Distributor shall be bound
by any such modification, which shall be effective only in the jurisdiction in which is required.

29. Survival. The covenants and obligations of Distributor to protect the trade Secrets,
confidential information and intellectual property of the SeneGence, including, without limitation,
those obligations and covenants contained in Sections 12, 13 and 19, shall survive termination of
this Agreement. Further, Distributor's obligations to indemnify SeneGence, and all related parties,
as set forth in Section 22 above, shall survive the termination of this Agreement.

30. Reports and Fees. SeneGence will deduct a fee, plus postage, from commission checks for monthly
down line genealogy reports requested by Distributor. Genealogy reports can be requested at any
time during the month for the same rate. A $5.00 handling fee will also be deducted from each
commission check or bonus check issued to a Distributor. Refer to the Distributor Policies and
Procedures Guide.

31. Entire Agreement. This Agreement, the Distributor Policies & Procedures Guide, and the
Compensation Plan (all of which are incorporated herein by reference), constitute the entire
Agreement between Distributor & SeneGence, and no other promises, representations, guarantees, or
agreements of any kind shall be valid unless in writing and signed by the Distributor and an
authorized Officer of SeneGence.