From: Team In Focus (From a site visitor)

Sent: Wednesday, April 25, 2001 3:18 PM

Subject: Team In Focus Compensation Plan

To all Team In Focus members,

As you are aware, Team In Focus has a compensation plan for tool business volume generated through the www.teaminfocus.com web site. Team In Focus is in the process of generating the first set of compensation checks for March business. We wanted to pass along the formal requirements for earning compensation within Team In Focus. Compensation checks for eligible IBOs will typically be processed the first business day after the 15th of the month and should arrive within 7 business days by mail.

The following are the requirements by which eligibility for the compensation is determined:

NOTICE

ELIGIBILITY REQUIREMENT
For participation in the Team in Focus Compensation Plan

ELIGIBILITY

In order to be eligible for participation in the Team in Focus Compensation Plan, an independent business owner ("IBO") generally must (i) be actively involved in the teaching, training and promotion of the Team in Focus system; (ii) register on the Team in Focus website (which can be done without charge); (iii) be a member in good standing, and not in violation of the Code of Ethics of, Team in Focus and Quixtar; and (iv) meet the minimum continuing education requirements set forth below. Eligibility for participation in, and calculations of payments under, the Team in Focus Compensation Plan shall be determined in the sole discretion of Team in Focus, LLC, a Delaware limited liability company ("Team in Focus"), which administers the Team in Focus Compensation Plan, and its decisions regarding participation eligibility, calculation of compensation payments and all other issues pertaining to such compensation plan shall be final and binding on participating IBOs.

The formulae and percentages used in calculating volume bonuses, pin pots and leadership bonuses under the Team in Focus Compensation Plan are set forth in the attached Schedule A and may be changed only once a year by the vote of the members of Team in Focus (who comprise the Round Table Alliance); provided, however, Team in Focus reserves the right to correct any formulaic or numerical error in Schedule A or any successor document at any time. In the event of a dispute between an IBO and Team in Focus regarding the interpretation or application of a provision of Schedule A, or any other provision of the Team in Focus Compensation Plan, the interpretation of, or application given, such provision by Team in Focus shall prevail.

Subject to the immediately foregoing paragraph, the terms and provisions of the Team in Focus Compensation Plan, including without limitation the eligibility requirements set forth herein, may be changed at any time by Team in Focus publishing notice of such change on its web site or, in the alternative, by otherwise notifying those eligible participants at the address contained in the Team in Focus records.

In order to register on the Team in Focus website and participate in the Team in Focus Compensation Plan, you must agree that any dispute that might arise between you and Team in Focus shall be resolved exclusively by binding arbitration in accordance with the terms and provisions for mediation and arbitration set forth in the Team in Focus website (as such provisions may be amended from time to time).

CONTINUING EDUCATION

Team in Focus believes that, in order for an IBO to be effective in the teaching, training and promotion of the Team in Focus System, each IBO must participate in at least a minimum amount of continuing education activities designed to teach, update and further refine these important skills. In addition to informal learning from other IBOs, continuing education for IBOs takes two principal forms: (i) attendance and participation in Team in Focus conventions and (ii) self-study of materials distributed through the weekly Team in Focus Standing Order System.

Minimum Continuing Education Requirement for Volume Bonuses
Attend at least two out of four Team in Focus conventions each calendar year. For calendar year 2001, the Team in Focus conventions held in January and March, 2001 will count towards this minimum continuing education requirement. If you did not attend either the January or March, 2001 convention, then you must attend both of the remaining conventions in 2001 to meet this minimum continuing education requirement. During the start-up period, an IBO who did not attend the first two conventions in 2001 will remain eligible for volume bonuses until it becomes impossible for him or her to meet the minimum continuing education requirement for calendar year 2001.

By way of illustration, an IBO who missed the first two conventions in 2001 would become ineligible for volume bonuses upon missing the third convention in 2001. For calendar years 2002 and beyond, an IBO who is ineligible for volume bonuses under the Team in Focus Compensation Plan because of his failure to meet the subsequent year's minimum continuing education requirement would be deemed to have met the current calendar year's minimum continuing education requirement only upon his second attendance at a convention in the current year. For example, an IBO who is ineligible for volume bonuses under the Team in Focus Compensation Plan because he failed to attend at least two conventions in 2001 will become eligible to receive volume bonuses pursuant to the Team in Focus Compensation Plan only after he has attended two conventions in calendar year 2002 and only with respect to periods occurring after his second attendance at a convention during such calendar year.

Minimum Additional Continuing Education Requirement for Pin Pots and Leadership Bonuses
Because IBOs at this level of participation are expected to take on more substantial leadership roles within their respective organizations, an IBO who wishes to be eligible for pin pots and leadership bonuses must subscribe to and study the materials available through the weekly Team in Focus Standing Order System, beginning April30, 2001, in addition to attending at least two of four Team in Focus conventions each calendar year.

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