"VISION Holdings Limited" (hereinafter referred to as "Vision" or the Company) is a society of distributors, which uses methods of direct distribution of products and/or services, and namely products, which feature healthy effect, cosmetic items, clothes and also any such products and services, which "Vision" plans to deal with.

1. Any new Distributor is to exercise the right to enter into the Contract, to be of the full legal age, fully capable and to meet requirements demanded of a Distributor and specified in he Company`s "Distributor`s Guidelines".

2.Any new Distributor takes a pledge to sign only one such Contraact with the Company and to confirm a lack of incentive to take part in any other commericai activity of the Company,except for cases when such is explicitly authorized by the Company`s "Distributor`s Guidelines" and separately agreed upon with the Company or its representative offices.

3.Upon sining this Contract, a Distributor is to become an independent, nonexclusive home business distributor of products and services. A Distributor`s task is to distribute "Vision" products through searching for buyers. A Distributor has the right to recruit new distributors and accepts a responsibility to train them with a purpose to assist them to become Distributors of the Company.

4.To become a "Vision" Distributor,one does not need any investments. A Distributor is only required to purchase "Starter Kit"Vision," a range of which the Company establishes and may change it from time to time.

5. A Distributor is to reseive a reward in accordance with the marketing Plan, which envisages receipt of fees based on performance of his(her) Distributors` group. Fees rates are in detail described in the Company`s "Distributor`s Guidelines" and the Marketing Plan, wich may be changed from time to time upon the Company`s decision.

Upon contacting potential distributors , a Distributor is not to provide guarantees in respect of a "to-be" income or to express any other untrue statements in respect of an income, products or the Marketing Plan.

6.Provided a Distributor does not fulfill conditions established by "Vision" in respect of purchase and distribution of products among end users wihin one month, he (she) is not to claim any fees for that month. Besides, a Distributor is no longer enitled to be a part of his(her) end users for4 (four) months in a row.

A Distributor, who has failed to purchase for 4 (four) months in a row, still retains his(her) Sponsor, but during the fifth month the whole group of this Distributor is joined to a higher-positioned performing Sponsor in spite of a possibility to resume activities in future. This procedure is called "degrade." In the event that a Distributor fails to purchase for 6 (six) month after "degrade," his(her)Contract is to be terminated.

7.A Distributor`s task is to distribute products through searching end users. Therefore, a Distributor is to distribute a bigger part of purchased products before he (she) is to purchase(to order) new products in the Company or with its representative offices.

The Company explicitly states that a purchase of products with the only purpose to receive fees is strongly prohibited and contradicts the letter and spirit of the Marketing Plan, since it provides an opportunity for fees to be undeservedly paid.

8.Should a Distributor be in any indebtedness to the Company, the Company is to deduct a due amount from Distributor`s fees. Besides, failure to pay for products ordered and reseived from the Company`s representative offices leads to automatic termination of the Contract as soon as the Company resives an appropriate notice. All fees due before the termination of the Contract less the above debt are to be immediately paid to a Distributor.

9.A distributor pledges not distribute "Vision" products through retailers(shops,outlets,wholesalers`warehouses,etc.) not authorized by the Company and the Marketing Plan, which is in detail described in the Company`s "Distributor`s Guidelines"

10. The Company guarantees for Distributors and end users respectively a high quality of products distributed by the Company. Hence, any product may be returned by a Distributor only under a condition of a prior agreement upon with the Company and in strict conformity with the law regulating protection of con sumers` rights.

A Distributor takes a responsibility to expand a network of agents under his (her) buisness,since it is todtally independent. Any such responsibility is not to be imposed on the Company.

11. A Distributor takes a responsibility to expand a network of agents under his(her)supervision, to train newly recruited distributors,to demonstrate to the them the best techniques of presentations and products` delivery to an end user. Therefore, a Distributor is responsible to maintain continued contacts with distributors recruited by him(her) in order to ensure their training and help them develop their business. A Distributor states that he (she) is familiar with special rules of recruiting new members which are stipulated in the Company`s "Distributor`s Guidelines," and he (she) pledges to fulfill them.

12. A Distributor is not to use names, emblems and signs owned by "Vision" and any other such attributes without a written consent of the Company in respect thereof. Besides, he (she) is not to advertise "Vision" products or business methods without a written permission thereto.

A Distributor commits himself (herself) to advertise "Vision" products or the Marketing Plan in a strict adherence to terms accepted in documents developed and distributed by the Company.

13.A distributor pledges to secure confidential information in respect of the Company including "Vision" business Know-How and not to allow distribution of information damaging the Company`s business credibility.

14.The Company and a Distributor may terminate the Contract in a unmaterial manner by a special memo notifying another party in respect thereof. Should termination of the Contract be initiated by a Distributor, the latter is to be relieved from all contractual obligations before the Company in respect of the Marketing Plan he (she) has no longer the right to recruit new agents and consequuently to receive fees. His(her) group as a whole is joined to his (her) Sponsor without the right to be reinstated.

A Distributor,who has terminated the Contract or with whom the Contract has been trminated by the Company`s decision, has the right to sign a new Contract in 1 (one) year of the termination date.

Termination of the Contract with a purpose to replace a Sponsor is not acceptable.

The date of adopting a decision in respect thereof is meant as the date of termination of the Contract.

15.In the event that the Contract is terminated, a Ditributor is liable before the Company for products already provided by the Company or its representative offices under conditions set forth in paras.16-18.

16.If a Distributor notifies of his (her) intention to terminate the Contract prior to expiry of14(fourteen) days since the date of its signing, a Distributor has the right to claim amounts paid by him(her) to the Company or its representative offices within 14(fourteen) subsequent days from the date of submiting a special memo,less:

а)amounts due to payment or already paid by an end user for products already delivered or paid.

b) Value of an order for products already delivered to a Distributor and not returned by him (her) or received by a person not authorized by "Vision" in respect thereof.

c) Value of an order for products returned, but damaged through a fault of a Distributor, or an amount equal to a value of damaged products.

17.If a Distributor notifies of his (her) intention to terminate the Contract after expiry of 14 (fourteen) days since the date of its singing, an issue of products acquired by him (her) from the Company or its representative offices and to be returned is dealt with in each specific case individually at the Company`s discretion. However,100% reimbursement of amounts paid by a Distributor under such termination of the Contract is not acceptable.

18. Provided the Contract is terminated by "Vision", the Company and its representative offices reserve the right to accept products sold by a Distributor, if they consider it necessary, at a price and under conditions established by it on its own.

19.This Contract is valid for 1(one) year of the moment of its registration by the Company. Upon its expiry, this Contract is to be renewed for a new similar period under the same conditions and under performance of an obligation under para. 4 of this Contract by a Distributor, unless either party expresses its wish to terminate it not later that 1(one) month prior to its expiry.

20.A Distributor recognizes his (her) total absolute business independence. He (she) finds his(her) clients and regularly distributes products to them as an independent home business Distributor without violating the current law.

This Contract in no way pursues creation of partnership relations within a framework of an association or society or relations of a "employer-employee" type between a Distributor, his (her) Sponsor, members of his (her) group sponsored by Distributors and/or by Company and its representative offices. A Distributor has no right to accept a liability and/or conduct talks on behalf of "Vision" or to impose a responsibility in any form on the Company and its representative offices.

21.A Distributor on his (her) own is liable for his (her) expenses required to manage his(her) business and for his (her) tax and social duties too.

Nither the Coompany, nor its representative offices under no conditions bear any responsibity for a Distributor to follow the tax law and fair accounting and payment of required taxes and collections charged from amounts of fees and other deductions and benefits exercised by a Distributor.

22.A Distributor confirms that he (she) has received the Company`s "Distributor`s Guidelines." Business principles outlined in these " Distributor`s Guidelines" may be revised by the Company in view of economic and business rationale. A Distributor is to monitor respecive variations of these principles as well as methods and procedures prescribed by the Company.

23. A Distributor confirms that he (she) has been familiar with the Marketing Plan and understood a way it acts. He(she) recognizes that nobody in one`s statements has raised his (her) expectations to earn income, to obtain guarantees and to derive any such advantages from his (her) business with "Vision" without efforts made, and states, that he (she) is not guided by any such expectations in his (her) pursuit to become a Distributor. A Distributor is aware, that his(her) success depends on his (her) ability and real efforts, and that he (she) is not to receive other fees, beside those envisaged by "Vision" plan of rewards, which is subject to form time to time revision according to the Company`s decision.

24.A Distributor is informed and agrees that the Company may cange timelines and conditions of this Contract as well as business and the Marketing Plan principles. These changes are to be communicated to a Distributor in writing and to be necessarily followed, and a Distributor is to perform in conformity with new conditions. Changes are communicated either throughapecial bulletin, or announcements in a magazine of a general circulation, or a notice inserted in product`s packing. All changes are effective in 30(thirty) days after the Company`s notice in respect thereof. The aforementioned changes may be submitted to Distributors through the Cmpany`s representative offices too.

25.A Distributor is to transfer his (her) rights and liabilities hereunder and a status of a "vision" Distributor accordingly only to one of his (her) relatives under a condition that they are not Distributors of the Company at the moment of such transfer and under a condition of availability of a Company`s written consent.

26.A Distributor is to perform in conformity with the law effective at the place of his (her) business. A Distributor pledges to perform in a strict adherence to legal, social and tax regulations prescribing his (her) business.
Besides, during the period of Contrac`s validity, a Distributor is obliged not to perform business, which is in competition with "Vision" business hereuder, in particular, to advertise and to distribute products, which compete with "Vision" products as well as to be a Distributor of other Companies employing methods of multilevel network marketing and direct sales while distributing products (services). A Distributor is not to be involved in any illegal business or to abuse business.

Failure by a Distributor to follow conditions set forth in this para. is a non-conditional basis to initiate termination of this Contract by the Company.

27.A Distributor pledges to adhere to the following principles of honesty and opennss:

- To adequately describe products;
- To allow no ambiguity in describing conditions of purchase, guarantees of fitness and service;
- To ensure a lead time for an end user required to make a decision on a purchase;
- To be polite and decent and not to use excessive pressure on end users, if an offered product does not meet their needs at a given period.

28.A Distributor recognizes that he (she) has read and understood all conditions of this Contract, "Distributor`s Guidelines" and "Code of Ethics," which constitute a legal and moral basis of rerelations between a Distribtor and "Vision". Any other context or guarantee is effective only under a condition of signing a special written agreement in respect thereof.

Terms of this Contract, "Distributor`s Guidelines" and "Code of Ethics," together constitute a cntractual basis of relations between "Vision" and a Distributor.

In Case of possible ambiguous or controversial interpretation of this Contract, "Distributor`s Guidelines" and "Code of Ethics," it is namely this Contract, which is a priority and has a superior legal force.

29. All disputes and disagreements arising between them under or in connection with this Contract, should they not be settled by way of talks, are to be referred to appropriate courts under rules applicable in the place where a Distributor conducts his (her) business.

Contract