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To become an ICS member-distributor, please read and agree to the following:

MEMBER-DISTRIBUTOR AGREEMENT

Member-distributor and International Chocolate Society, LLC, (ICS) hereby agree to the following terms and conditions:

1. Legal Age. Member-distributor certifies that he / she is of legal age to enter into this agreement in the state in which Member-distributor resides and conducts business. If the distributor is a corporation, partnership, limited partnership, limited liability company, trust, or other legal entity, all principals thereof must be of legal age.

2. Acceptance. This agreement shall be effective upon acceptance by ICS at its place of business in Carlsbad, California. ICS reserves the right, in its sole discretion, to decline any Member-distributor Application and Agreement. Upon ICS's acceptance of this agreement, Member-distributor shall have the right to purchase products at wholesale prices from ICS, sell ICS products, and participate in ICS's compensation plan.

3. Term. This agreement shall have a term of one year, beginning on the date of acceptance by ICS and ending one year thereafter (on the ·Anniversary Date·), unless Member-distributor renews this agreement prior to the Anniversary Date. ICS retains the right, in its sole discretion, to refuse Member-distributor's application for renewal. Additional provisions related to renewal of this agreement are contained in the ICS Member-distributor Policy Manual, which is incorporated herein by this reference.

4. ICS Member-distributor Policy Manual. Member-distributor has ten (10) days from the date a starter kit containing the Policy Manual is shipped to him or her to accept or reject this agreement, including the terms and conditions contained in the Policy Manual. If Member-distributor has not rejected the changes within ten days from the date of shipment, he or she will be considered to have accepted them. Rejection of any amendments or changes will result in termination of this agreement, and Member-distributor's loss of all Member-distributorship rights and privileges.

5. Independent Contractor Status. Member-distributor understands and acknowledges that he / she is an independent contractor, and is not an employee, agent, franchisee, joint venturer, partner or owner of ICS. Member-distributor has no authority to bind ICS or incur any obligation on behalf of ICS. Member-distributor is solely responsible for complying with all laws and regulations related to Member-distributor's business in any jurisdiction exercising authority over said business. Additional provisions related to Member-distributor's independent contractor status are contained in the ICS Policy Manual.

6. Proprietary Rights/Use of Company Materials. Member-distributor agrees not to use ICS's proprietary trade names, trademarks or copyrighted materials without ICS's prior written consent. ICS and its affiliates have proprietary rights in its distributor network, lists of distributor names and other confidential business and financial information. Member-distributor agrees not to use any ICS networks, distributor lists, or confidential information to promote the sale or use of any products or services, other than those offered through ICS. Member-distributor agrees that using ICS's proprietary materials in violation of any part of this agreement at any time constitutes a material breach of this agreement and will produce severe damage and injury to ICS. In the event of Member-distributor's breach of, or threatened breach of this agreement, ICS shall be entitled to seek injunctive relief, both preliminary and permanent, enjoining and restraining such breach or threatened breach.

7. Non-Solicitation. As an inducement for ICS to enter into this agreement, and in consideration of mutual covenants contained herein, Member-distributor agrees that during the term of this agreement and for a period of one (1) year thereafter, Member-distributor shall not, directly or indirectly, on his/her own behalf or on the behalf of any other person or entity, solicit, induce, hire or attempt to solicit, induce or hire any Member-distributor, employee, member, customer, supplier or vendor of ICS (I) to enter into any business relationship with any individual or company which sells Chocolate Confection products, or (II) to terminate or alter his or her business or employment relationship with ICS. Refer to the ICS Policy Manual for more information related to solicitation and cross-sponsoring.

8. Assignability. Member-distributor understands and agrees that this agreement may not be transferred or assigned without ICS's prior, written approval, in its sole discretion, and then only in accordance with the policies outlined in the ICS Policy Manual. ICS may assign this agreement at any time.

9. Termination. Member-distributor acknowledges that he or she is free to terminate this agreement at any time for any reason upon written notice to ICS. ICS may terminate this agreement at any time upon thirty (30) days written notice for any reason, and may terminate immediately (without thirty days notice) for violation of policies outlined in the ICS Policy Manual. As further explained in the ICS Policy Manual, immediately upon termination of this agreement, Member-distributor forfeits all rights and privileges associated with being a ICS Member-distributor.

10. Amendment. Member-distributor understands that ICS may amend this agreement, the ICS Policy Manual, prices for the product, company literature, and or the Compensation Plan at any time. Any such amendments or changes will be posted on the ICS web page on the first Monday of each month, and will be effective as of the date of publication on the web page. Member-distributor will have ten days from the date of publication on the web page to accept or reject the amendments or changes. If Member-distributor has not rejected the changes within ten days from the date of publication, he or she will be considered to have accepted them. Rejection of any amendments or changes will result in termination of this agreement, and Member-distributor's loss of all Member-distributorship rights and privileges. If any amendment or change conflicts with the terms of this agreement or the terms and policies in the ICS Policy Manual, the amendments or changes will control.

11. Arbitration. Member-distributor understands and agrees that except as set forth in the ICS Policy Manual, all claims and disputes relating to this agreement, the rights and obligations of the parties hereto, or any other claims or causes of action relating to this agreement, shall be settled totally and finally by arbitration in the City of San Diego, State of California, USA in accordance with the Federal Arbitration Act and the Commercial Rules of the American Arbitration Association. The parties agree that this agreement is executed in San Diego County, California and is governed by the laws of the state of California.

12. Indemnification / Offset. Member-distributor agrees to indemnify and hold harmless ICS, 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 attorney's fees, arising out of or in any way related to or connected with Member-distributor's (a) activities as a distributor; (b) breach of the terms of this agreement, (c) violation of or failure to comply with any applicable federal, state or local law or regulation. ICS has the right to offset any amounts owed by Member-distributor to ICS including, without limitation, the repayment of commissions as a result of product returns, against the amount of any commissions, bonuses or other monies owed to Member-distributor.

13. Liquidated Damages. Member-distributor agrees that the liability of ICS and its officers, directors, and shareholders to Member-distributor for any claim whatsoever related to the relationship of ICS and Member-distributor, including any cause of action in contract, tort, or strict liability, shall not exceed, and shall be limited to, the amount of unsold product inventory owned by Member-distributor, if any commissions at the time of controversy or termination, if any, owed to Member-distributor. In no event shall ICS be liable to Member-distributor for any incidental, special, exemplary, or consequential damages.

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

15. Survival. The covenants and obligations of Member-distributor to protect ICS's trade secrets, proprietary and confidential information and materials, including without limitation, those obligations and covenants contained in clauses five (5) and six (6), shall survive termination of this agreement.

16. Entire Agreement. This agreement, the ICS Policy Manual, and the Compensation Plan (all of which are incorporated herein by reference), constitute the entire agreement between ICS and Member-distributor. No other promises, representations, guarantees or agreements of any kind that are not otherwise made in accord with amendment procedures described in clause nine (9) above, shall be valid unless in writing and signed by both parties.

17. Collection Fees. Member-distributor understands and agrees that he or she is responsible for any and all collection fees associated with any collection efforts made necessary by Member-distributor's action or inaction. Member-distributor understands that commissions earned may be held and applied to all outstanding balances as explained in clause eleven (11) above.

18. Severability. If under any binding law or rule of applicable jurisdiction, any provision of this agreement is held to be invalid or unenforceable, ICS shall have the right to modify the invalid or unenforceable provision, or any portion thereof, to the extent required to be valid and enforceable. Member-distributor shall be bound by any such modification which shall be effective only in the jurisdictions in which it is required.