Effective February 14, 2010 1

SUMMARY OF SHOPBEST POINTS, COMMISSIONS AND BONUSES AT EACH RANK

Free Member

(After 1st 24 Hours)

Shopbest Member

(And Free Members for 1st 24 Hours)

Affiliate Distributor Coordinator Manager Director

CashBack Points On Personal Shopping

Purchases, Direct Referrals, and Online

Searches

Get STANDARD CashBack Points on

Your Personal Shopping Purchases

+

Get 50 CashBack Pts per Direct

Referral that Installs the Toolbar

+

Get 1 CashBack Pt per Online Search Using the Toolbar (max 5 per day)

Get DOUBLE CashBack Points on

Your Personal Shopping Purchases

+

Get 100 CashBack Pts per Direct

Referral that Installs the Toolbar

+

Get 2 CashBack Pts per Online Search Using the Toolbar (max 5 per day)

Active Basic and Certified Affiliates of Any Rank Receive MATCHING CASHBACK POINTS for ALL CashBack Points Earned by Free Members Through Unlimited Enrollment Lines and

Levels - Until Blocked on Each Line and Level by Another Active Affiliate

Note: Only Matching CashBack Points can be Blocked on a Particular Line by Another Active Affiliate. BV Points* are Not Blocked in the Binary.

Match of CashBack Points Into Binary

*For Every 200 Cash Back Points Paid Out, the Company Contributes 1 BV Point into the Binary for Upline Bonuses

Direct Commission For Direct Sales of

ShopBest Memberships

N/A If Basic: $40 Direct Commission for Each ShopBest Membership Sale

(Includes Membership Sales as Part of a Basic or Certified Affiliate Fast Start Package)

Certified Direct Bonus

N/A

If Certified: $70 Direct Commission for the First 2 ShopBest Membership Sales That You Make After Becoming Certified

$40 for All Other Direct ShopBest Membership Sales

Binary Volume Accrual

N/A BV Points are Earned by Active Affiliates on Applicable CashBack Transactions and ShopBest

Membership Sales (Includes Membership Sales as Part of a Basic or Certified Affiliate Fast Start Package) Made by All Free, Paid Members and/or Affiliates - Regardless of Rank

Triple BV Points N/A

If Certified: You Get Triple BV Points (300 BV) on the First 2 ShopBest Membership Sales by ALL Other Certified Affiliates in Your Downline Network.

(Standard BV Points (100 BV) if Basic)

Cycle Bonus 210 BV both sides = 1

cycle All 5th Cycles to Pools

N/A N/A $30 $35 $40 $45

Level 1 Match Bonus Of Cycle Bonus Paid To Direct Affiliates

N/A -- -- 5% if Basic

10% Certified

10% if Basic

20% Certified

10% if Basic

20% Certified

Level 2 Match Bonus Of Cycle Bonus Paid To Level 2 Affiliates

N/A -- 5% if Basic

10% Certified

10% if Basic

20% Certified

Recruiter Pool 25% of Every 5th Cycle

N/A

Get 1 Pool Share When You Sell 4 New ShopBest Memberships Within Any Single Weekly Pay Period + Get an Additional Share for Each 2 Membership Sales Over the First 4.

Certified Affiliates Get DOUBLE Recruiter Pool Shares

FIRST 2 SHARES GUARANTEED MINIMUM VALUE OF $200 EACH

Coordinator Pool 25% of Every 5th Cycle

N/A 1 Share if Basic

2 if Certified

1 Share if Basic

2 if Certified

1 Share if Basic

2 if Certified

Manager Pool 25% of Every 5th Cycle

N/A 1 Share if Basic

2 if Certified

1 Share if Basic

2 if Certified

Director Pool 25% of Every 5th Cycle

N/A 1 Share if Basic

2 if Certified

Note: The Company’s Target Commission Payout is 50% of Commissionable Sales Revenue. In Order to Maintain This Cap, Commission Payments Over $750 Weekly May Be Subject To Incremental Board Adjustment as Necessary Should the Overall Payout Exceed The Target Commission Payout.

Guidelines for This Adjustment Process are Defined in the Policies and Procedures.

Effective February 14, 2010 2

SUMMARY OF RANK ENROLLMENT, ACTIVATION AND QUALIFICATION REQUIREMENTS

Free Member ShopBest Member Affiliate Distributor Coordinator Manager Director

Basic Enrollment

Free Membership Free Toolbar

Download $0 (0 BV)

. 1 Year Paid ShopBest

Membership $149.97 (100 BV)

Non-Commissionable Affiliate Enrollment $39.97 (0 BV) (Subsequent Activation Required)

Or

Basic Affiliate Fast Start Option $189 (100 BV) Includes:$149.97 (100 BV) Paid ShopBest Membership and $39.97 (0 BV) Affiliate Enrollment

Package Meets Initial Activation Requirements

Certified Affiliate Enrollment

NA

Certified Affiliate Fast Start Option $399 (100 BV) Includes: $149.97 Paid ShopBest Membership, $249 Certified Training and Affiliate Enrollment.

Package Meets Initial Activation Requirements

NOTE: A Basic Affiliate May Earn Certified Tuition by Selling 8 Paid ShopBest Memberships Within Their First 30 Days of Enrolling; or 20 Paid ShopBest Memberships Within 1 Year

Initial Activation* Required to Get BV Points for Sales by Others in Downline

*Valid for 30 Days *Repeat Annually

NA

Personally Sell 1 ShopBest Membership to Someone That is NOT an Affiliate May Include Purchase of a Membership for Personal Use

NOTE: Personal Enrollment with a Certified or Basic Affiliate “Fast Start” Option Includes Initial

Activation

Monthly Recurring Activation

After First 4 Weeks

N/A

Directly Enroll 2 Free Trial Members or Higher Per Month

+ $100 in Personal Monthly Shopping Purchases at Any ShopBest Affiliated Stores

OR Have $200 in Aggregate Monthly Shopping Purchases by Directly Enrolled Free Members

Qualifications Needed to Earn Each

Relative Rank and Qualify for the

Bonuses Related to That Rank.

NA Remain Active

Personally Enroll 2 Active

Affiliates or Higher - Basic or Certified -

With at Least 1 Active Affiliate on Each leg

Enroll 8 Paid ShopBest

Members or Higher – 2 of

Which Must Be Active Affiliates

or Higher – With at Least 1 Active Affiliate on Each Leg

+ 500 Current BV in 1 Week on

Weak Leg

Enroll 15 Paid ShopBest

Members or Higher – 4 of

Which Must Be Active Affiliates or Higher - With 1 Active Affiliate

on Each Leg

+ Create 36,000 Current BV in 1

Week With 18,000 Current

BV on Weak Leg

Enroll 30 Paid ShopBest

Members or Higher - 8 of

Which Must Be Active Affiliates or Higher - With 1 Active Affiliate

on Each Leg

+ 140,000

Current BV in 1 Week With

70,000 Current BV on Weak

Leg

Maintenance Needed to be paid at rank each pay period

NA Remain Active

Remain Personally

Active

+ Maintain 2

Direct Active Affiliates or

Higher with 1 on Each Leg

Remain Personally

Active

+ Maintain 2

Direct Active Affiliates or

Higher with 1 on Each Leg

+ 500 Current BV

Weekly on Weak Leg

Remain Active +

Maintain 4 Direct Active Affiliates or

Higher with 1 on Each Leg

+ 12,000 Current

BV Weekly with 6,000

Current BV in Weak Leg

Remain Active

+ Maintain 8

Direct Active Affiliates or

Higher with 1 on Each Leg

+ 50,000 Current

BV Weekly with 25,000

Current BV in Weak Leg

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