IA’s AS INDEPENDENT CONTRACTORS

1) I am of legal age to conduct business in the state in which I reside.

2) I will be an Independent Contractor for Sleep 'n Slim and fully responsible for determining my own business activities.

3) I am not employed by Sleep 'n Slim or Libra Intl., and agree not to represent in any manner that I am an employee or legal representative.

4) I will be wholly responsible for the payment of all federal, state, and local taxes relating to my activities with Sleep 'n Slim or the Libra Intl..

5) Sleep 'n Slim may modify the Rules and Regulations and Policies and Procedures for IA’s, as well as its IA Compensation Program and customer services and rate schedules. Such modifications and changes thereto shall, upon written noticed to an IA, become a binding part of this Agreement.

6) This Agreement is governed under the laws of the U.K. Any claim, dispute, or other differences between parties to this Agreement shall be exclusively resolved through due legal process in the U.K.

PAYMENT OF COMMISSIONS

1) All compensation received as an IA will be as commissions paid on the sale of Sleep 'n Slim products. Sleep 'n Slim provides a business opportunity based exclusively on the sales of its products to consumers though IA’s and not on the sponsoring of other agents or the purchase of sales aids or accessories.

2) All commissions will be earned upon receipt of payment for the sale of product in U.K. dollars in the Sleep 'n Slim account.

3) Sleep 'n Slim will pay commissions of $60 or more on the 15th and 30th day of each month. Commissions less than $60 will be escrowed and paid once they reach or exceed this amount.

4) IA’s must make a minimum $100 in sales each year from the free Sleep 'n Slim website to maintain active status. If for any reason the minimum of $100 in sales is not reached within the course of 12 months, the IA must reapply to reactivate the free website.

USE OF TRADEMARKS

1) Sleep 'n Slim has the sole right, title, and interest in and to the trade name Sleep 'n Slim, and any service marks, trademarks, trade names, logos, or other symbols of Sleep 'n Slim (collectively referred to as the "Marks").

2) IA’s shall not acquire any right, title or interest in the Marks, and any and all goodwill associated with the Marks and Sleep 'n Slims’ business shall inure exclusively to Sleep 'n Slim Corporation.

3) IA’s shall not directly or indirectly contest or aid in contesting the validity or ownership of any of the Marks.

4) Marks shall not be used by customers/IA’s on WebPages or any form of advertising without written approval from Sleep 'n Slim.

NO SPAMMING POLICY

1) Electronic Spamming referencing Sleep 'n Slim, or any of the associated WebPages is strictly prohibited.

2) All IA’s electronic mail must be in compliance with proposed Federal legislation (S.1618-Section 301).

3) Sleep 'n Slim reserves the right to discontinue its IA Program with any agent who violates this policy, without recourse by the IA.

GENERAL

1) The rules, regulations, policies, and procedures set forth in this agreement constitute the entire agreement between the parties hereto, and no other promises, guarantees, representations, or agreements of any kind shall be valid unless written and signed by an officer of Sleep 'n Slim Corporation.