|  | 
           
            |  |   
            | Business Owner Terms 
              and Conditions |   
            |  |  |  |   
            | 1. |  I understand 
                that as a Business Owner of eCosway.com Sdn Bhd (509213-A), 
                a company incorporated under the law of Malaysia (hereinafter 
                referred to as "eCosway" or "Company"), I shall have the following 
                rights and responsibilities: 
             |   
            |  | a. | I 
                have the right to purchase and retail merchandise in accordance 
                with these Terms and Conditions and the Policies and Procedures 
                set out by the Company; |   
            |  | b. |  I have the 
                right to introduce and enroll Business Owners and/or Shoppers 
                into eCosway or eCosway website; |   
            |  | c. | I shall assist, 
                train, and motivate any and all the Business Owners under me in 
                my business network;  |   
            |  | d. | I 
                will comply with all national, federal, provincial, state, territorial, 
                county, local, and municipal laws, ordinances, rules, and regulations, 
                and shall make all declarations and remit all withholdings or 
                other deductions as may be required by any national, federal, 
                provincial, state, territorial, county, local, and municipal laws, 
                ordinances, rules or regulations pertaining to me in conducting 
                the eCosway business; and  |   
            |  | e. | I 
              shall perform my obligations as a Business Owner with honesty and 
              integrity. |   
            |  |   |   |   
            | 2. | I agree to 
                present without alteration the eCosway Profit Plan and eCosway 
                merchandise as set forth in official eCosway material provided 
                by the Company. I will make no claims regarding potential income 
                or earnings, beyond what is stated in official eCosway material. 
                Except as set forth in the Policies and Procedures, or unless 
                I have received express written permission from eCosway, I will 
                not: (a) use, produce, create, publish, distribute, or obtain 
                from any source other than eCosway, any literature, recordings 
                (audio, video, or otherwise), sales or enrollment aids relating 
                to eCosway merchandise, or the eCosway Profit Plan; (b) use or 
                display any eCosway trademarks, trade names, service marks, logos, 
                designs or symbols; (c) advertise eCosway merchandise or the eCosway 
                opportunity. |   
            |  |   |   |   
            | 3. | Notwithstanding anything herein, 
              I agree and acknowledge that if I do not claim or utilise any earnings or bonus earned and 
              such earning or bonus is retained in Business Owner's eAccount for more than 12 months, 
              eCosway shall have the right to deal with the earnings or bonus as it deems fit.
               |   
            |  |   |   |   
            | 4. | I agree that 
                as an eCosway Business Owner I am an independent contractor, and 
                not an employee, agent, partner, legal representative, or franchisee 
                of eCosway. I am not authorized to and will not incur any debt, 
                expense, obligation, or open any checking account on behalf of, 
                for, or in the name of eCosway. I understand that I shall control 
                the manner and means by which I operate my eCosway business, subject 
                to my compliance with these Terms and Conditions, the eCosway 
                Policies and Procedures and the eCosway Profit Plan (all of which 
                are collectively referred to as the "Agreement"). I agree that 
                I shall be solely responsible for paying all expenses incurred 
                by myself, including but not limited to travel, food, lodging, 
                secretarial, office, long distance telephone and other expenses. 
                I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF eCOSWAY 
                FOR NATIONAL, FEDERAL, PROVINCIAL, STATE, TERRITORIAL, COUNTY, 
                LOCAL, OR MUNICIPAL TAX PURPOSES. eCosway is not responsible for 
                withholding, and shall not withhold or deduct from my earnings, 
                if any, withholdings or taxes of any kind, unless such withholding 
                becomes legally required. I agree to be bound by all tax collection 
                agreements between eCosway and all appropriate taxing jurisdictions, 
                and all related rules and procedures.  |   
            |  |   |   |   
            | 5. | I have carefully 
                read and agreed to comply with the eCosway Policies and Procedures 
                and the eCosway Profit Plan, both of which are incorporated into 
                and made a part of these Terms and Conditions. I understand that 
                I must be in good standing, and not in violation of any of the 
                terms of this Agreement, in order to be eligible to receive any 
                earnings from eCosway. I understand that these Terms and Conditions, 
                the eCosway Policies and Procedures, or the eCosway Profit Plan 
                may be amended from time to time, and I agree that any such amendment 
                will apply to me. Notification of amendments shall be published 
                in official eCosway material and sent to all Business Owners via 
                email. The continuation of my eCosway business or my acceptance 
                of earnings shall constitute my acceptance of any and all amendments. |   
            |  |   |   |   
            | 6. | The term 
                of this Agreement is one year. If I fail to pay my annual access 
                fee, or if it is canceled or terminated for any reason, I understand 
                that I will permanently lose all rights as a Business Owner. I 
                shall not be eligible to sell eCosway merchandise nor shall I 
                be eligible to receive earnings or other income resulting from 
                the activities of my former business network. eCosway expressly 
                reserves the right to terminate all Business Owner Agreements 
                upon thirty (30) days notice via email in the event that it elects 
                to: (1) cease business operations; (2) dissolve as a corporate 
                entity; or (3) terminate distribution of its merchandise via direct 
                selling. In the event of cancellation, termination or non-renewal, 
                I shall lose all rights but otherwise in any event I shall waive 
                all rights I have, including but not limited to any proprietary 
                rights attached to my former business network and to any earnings 
                or other remuneration derived through the sales and other activities 
                of my former business network. |   
            |  |   |   |   
            | 7. | I shall not 
                assign any rights or delegate my duties under the Agreement or 
                any part of the Agreement without the prior written consent of 
                eCosway. Any attempt to transfer or assign the Agreement or any 
                part thereof without the express written consent of eCosway shall 
                render the whole and all the Agreement voidable at the option 
                of eCosway and may result in termination of my status as a Business 
                Owner. |   
            |  |   |   |   
            | 8. | I understand 
                that if I fail to comply with the terms of any of the Agreement, 
                eCosway may, at its sole discretion, terminate my Business Owner 
                Agreement or impose upon me other disciplinary action, including 
                but not limited to, forfeiture of earnings, loss of all or part 
                of my business network. If I am in breach, default or violation 
                of this Agreement, upon termination, I shall not be entitled to 
                receive any further earnings, whether or not the sales for such 
                earnings have been completed. If this Agreement is terminated 
                for any reason, I will forever lose my rights as a Business Owner, 
                including rights to my business network, and rights to earnings 
                pursuant to the eCosway Profit Plan. If I fail to settle any outstanding 
                payment due to eCosway, I authorize eCosway to withhold the appropriate 
                amounts from my earnings, or debit my Business Owner's eAccount, 
                if any, which I have authorized eCosway to charge. I understand 
                that failure to promptly pay for merchandise purchased constitutes 
                a breach of this Agreement. |   
            |  |   |   |   
            | 9. | To the extent 
                permitted by law, eCosway, its directors, officers, shareholders, 
                employees, assigns, successors, and agents (collectively referred 
                as "affiliates"), shall not be liable for, and I release eCosway 
                and its affiliates from, and waive all claims for any direct or 
                indirect, special or consequential, loss of profits, damages or 
                any other loss incurred or suffered by me as a result of: (a) 
                my breach of any part of the Agreement (b) the improper promotion 
                or operation of my eCosway business and any activities related 
                to it (e.g., the presentation of eCosway merchandise or Profit 
                Plan, the operation of a motor vehicle, the lease of meeting or 
                training facilities, etc.); (c) any incorrect or wrong data or 
                information provided by me; or (d) the failure to provide any 
                information or data necessary for eCosway to operate its business, 
                including without limitation, my enrollment and acceptance into 
                the Profit Plan or the payment of profits and incentives. I agree 
                that the entire liability of eCosway and its affiliates for any 
                claim whatsoever related to the relationship of eCosway and myself, 
                including, but not limited to, any cause of action arising in 
                contract, tort or equity shall not exceed, and shall be limited 
                to, the amount of merchandise I have purchased from eCosway. I 
                further agree to indemnify, hold harmless, and defend, at my own 
                expense, eCosway and its affiliates against any and all claims, 
                demands, costs, losses, damages, liabilities, judgments, attorney 
                fees and all other expenses arising or alleged to arise in connection 
                with my eCosway Business. |   
            |  |   |   |   
            | 10. | The Agreement 
                constitutes the entire contract between eCosway and myself. Any 
                promises, representations, offers, or other communications not 
                expressly set forth in the Agreement are of no force or effect. 
                To the extent of any conflict or inconsistency between the Agreement 
                and any other agreement, the Agreement shall supersede and prevail 
                over any term of any other agreement as to the matters addressed 
                herein. To the extent of any conflict or inconsistency between 
                these Business Owner Terms and Conditions and the eCosway Policies 
                and Procedures (in their current form or as subsequently modified), 
                the eCosway Policies and Procedures shall in all instances supersede 
                and prevail.  |   
            |  |   |   |   
            | 11. | Any 
                waiver by eCosway of any breach by the Business Owner under the 
                Agreement must be in writing and signed by an authorized officer 
                of eCosway. Any particular waiver by eCosway of any breach of 
                the Agreement shall not operate or be construed as a waiver for 
                other or any subsequent breach. |   
            |  |   |   |   
            | 12. | In 
                the event that any provision of the Agreement is held to be invalid 
                or unenforceable, it shall not render the whole Agreement invalid 
                and unenforceable, and the remaining portion of the Agreement 
                shall remain in full force and effect.  |   
            |  |   |   |   
            | 13. | This Agreement 
                will be governed by and construed in accordance with the laws 
                of Malaysia. Except as set forth in the eCosway Policies and Procedures, 
                all disputes and claims relating to eCosway, the Agreement, the 
                eCosway Profit Plan or its merchandise, the rights and obligations 
                of a Business Owner or any other claims or causes of action relating 
                to the performance of either a Business Owner or eCosway under 
                the Agreement shall be settled totally and finally by arbitration 
                in Kuala Lumpur or such other location as eCosway prescribes, 
                in accordance with the Malaysian Arbitration Act 1952 and Rules 
                for Arbitration of the Kuala Lumpur Regional Centre for Arbitration. 
                If a Business Owner files a claim or counterclaim against eCosway, 
                a Business Owner shall do so on an individual basis and not with 
                any other Business Owner or as part of a class action. The decision 
                of the arbitrator shall be final and binding on the parties and 
                may, if need be, be reduced to a judgment in any court of competent 
                jurisdiction. Each party to the arbitration shall be responsible 
                for its own costs and expenses of arbitration, including legal 
                and filing fees. Each of the parties shall be responsible for 
                one-half of the total of: (1) the arbitrator's or arbitrators' 
                fees; and (2) the costs of arbitration. This agreement to arbitrate 
                shall survive any termination or expiration of the Agreement. |   
            |  |   |   |   
            | 14. | The 
                parties consent to jurisdiction and venue before any national, 
                federal, state, provincial, or territorial court in Malaysia for 
                purposes of enforcing an award by an arbitrator or any other matter 
                not subject to arbitration.  |   
            |  |  |  |  
   
 
 
 |