Refunds Direct Limited (referred to in the Agreement as "Refunds Direct" or "the Company") is the promoter of this trading scheme in the United Kingdom. The products and services, which are supplied under this scheme, are tax and finance refund and related products and services supplied by Refunds Direct Ltd ("the Products" and/or "the Services") and other products and services as Refunds Direct may market from time to time. Sales of these Products and Services are made by Refunds Direct Independent Advisors, who participate in the scheme as order-takers. The only financial obligation of the Independent Advisor during the period of twelve (12) months from the commencement date of the Agreement is to purchase a Business Pack and, if the Independent Advisor elects to renew the Agreement, the payment of the annual administration fee (if in force at the time). The Independent Advisor has no further annual financial obligation and in particular has a free choice whether or not to purchase any Products or Services under this trading scheme.

Upon acceptance of the Agreement by Refunds Direct and in consideration of Refunds Direct granting to the independent advisor the non-exclusive right and privilege to purchase and promote Refunds Direct Products, and Services and the Refunds Direct business opportunity, the independent advisor (including any joint independent advisor) hereby agrees to the following terms and conditions:

1. The independent advisor will use his/her active and best efforts at all times to promote Refunds Direct Products, Services and to promote the Refunds Direct business opportunity. The independent advisor understands that Refunds Direct independent advisors are not guaranteed any specific amount of earnings and that any earnings and success will depend upon the sale of Refunds Direct Products, the acquisition of customers for Refunds Direct Services and the acquisition of customers by other Refunds Direct independent advisors in the independent advisor’s organisation.

2. The independent advisor shall have the non-exclusive right to promote Refunds Direct Products and the Services which Refunds Direct markets for itself or on behalf of other product/service providers, including Refunds Direct Limited subject to the terms and conditions in each case established by Refunds Direct or by said providers from time to time and in accordance with the Agreement. The independent advisor acknowledges that the independent advisor’s relationship is with Refunds Direct and not with any provider company with whom Refunds Direct transacts or conducts business. The independent advisor understands that certain Services offered by Refunds Direct may be available at prices or rates established by Refunds Direct or the providers of such Products and Services from time to time and that those Products and/or Services and prices and rates may be subject to change without prior notice. Upon notification to the independent advisor, Refunds Direct may at its discretion amend the Agreement. The independent advisor's continued engagement in promoting Refunds Direct Products and Services, promoting the Refunds Direct business opportunity, or both, after notice of any revisions to the Agreement including in particular the Policies and Procedures and the career plan shall constitute his/her agreement to such revisions and legally binding amendment of the Agreement including the Policies and Procedures and the career plan. The independent advisor shall order Products and Services under the Agreement in accordance with the procedure set out in the Business Pack as amended from time to time. The independent advisor understands that in any event he/she may only make or agree to make payments to or for the benefit of Refunds Direct to the value of £200.00 including VAT during the seven (7) day period after entering into the Agreement.

4. The independent advisor shall be remunerated in accordance with the career plan as amended from time to time.

5. The independent advisor is an independent contractor and the Agreement does not create a franchise or an employer/employee, partnership, or joint venture relationship. The independent advisor shall have no legal right or authority to bind Refunds Direct to anyobligation or to make representations or warranties on behalf of Refunds Direct. The independent advisor shall be responsible for the filing of all necessary tax returns and paying all applicable taxes due in relation to the independent advisor's Refunds Direct business. Further, as an independent contractor the independent advisor agrees to:

(a) abide by any and all laws, rules and regulations, pertaining to the Agreement (and in particular the Trading Schemes Regulations 1997) and/or pertaining to the promotion of Refunds Direct Products and/or Services; and

(b) abide by all DSA codes of conduct in force in any country where the independent advisor is conducting his/her Refunds Direct business during the term of the Agreement; and

(c) at the independent advisor's expense, make, execute or file, all reports and obtain all licences (including if applicable, VAT registration) as are required by law or public authority with respect to the Agreement, the sale of Refunds Direct Products and/or the promotion of Refunds Direct Services and the Refunds Direct business opportunity. In the event that Refunds Direct is required to pay VAT on any payments due to the independent advisor under the career plan or otherwise Refunds Direct reserves the right or otherwise (subject to any necessary approvals) to self bill for such sums, in which event VAT shall only be paid to the independent advisor if the independent advisor is registered for VAT and provides Refunds Direct with a copy of his/her VAT registration certificate. The independent advisor agrees that he/she will accept all self billed invoices issued by Refunds Direct during the term of the Agreement. If the independent advisor having been registered, becomes de-registered for VAT voluntarily or due to his/her turnover falling below the VAT threshold applicable at the relevant time or otherwise, he/she shall notify Refunds Direct in writing of the fact of such deregistration within fourteen (14) days of the de-registration taking effect. If Refunds Direct is obliged or liable to make any payment of VAT to the tax authorities as a result of the failure of the independent advisor to notify Refunds Direct of de-registration for VAT then the independent advisor acknowledges and agrees that Refunds Direct shall be entitled to recover from him/her the amount of such VAT by deduction from the independent advisor's account with Refunds Direct or by any other means available to Refunds Direct from time to time.

6. Any verbal or written statements made by the independent advisor, as an independent contractor, with regard to Refunds Direct’s Products, Services and the Refunds Direct business opportunity must be based strictly on the written information issued by Refunds Direct, for example, in current independent advisor and sales promotion literature and in accordance with the Policies and Procedures. The independent advisor is liable for all statements he/she may make which deviate from such information issued by Refunds Direct and hereby indemnifies Refunds Direct from any loss, damages, claims, costs including legal fees or court costs or fines arising from unauthorised representations made by the independent advisor.

7. The Agreement will take effect from the date of acceptance by Refunds Direct for a period of one (1) year after such acceptance occurs or such other date as Refunds Direct may, in its discretion, specify from time to time. Refunds Direct reserves the right in its sole discretion to accept or reject an application to become a independent advisor. The independent advisor may, at the discretion of Refunds Direct, be required to renew the Agreement annually prior to the expiration date set by Refunds Direct. Should a renewal be required, the independent advisorshall pay an annual administration fee of £50.00 including VAT for the 2009 year, (to include Refunds Direct’s administration and processing of the independent advisor’s renewal and Refunds Direct providing information, newsletters and support throughout the following year), (such amount to be subject to revision for subsequent years) on the anniversary of independent advisors joining the scheme. Refunds Direct may at its option accept late renewal applications but otherwise anyone wishing to renew after expiry must re-apply to become a independent advisor under the same sponsor, with the loss of any downline. Refunds Direct may terminate this Agreement by providing thirty (30) days' notice in writing to independent advisors if Refunds Direct elects to discontinue promotion of Refunds Direct Products and Services via Network Marketing.

8. Refunds Direct’s business opportunity is built upon Product and Service sales to the ultimate consumer. The independent advisor agrees that the fulfillment of published Product and Service sales and customer acquisition requirements set out in the career plan as amended from time to time as well as sponsor support responsibilities and compliance with the terms of the Agreement is a condition of qualification for bonuses, commissions or rank advancements.

9. An independent advisor position and/or any rights ensuing therefrom may be sold or otherwise transferred by the independent advisor, subject to prior written approval from Refunds Direct, such approval not to be unreasonably withheld and in accordance with the Policies and Procedure. The seller of a independent advisor position may not re-apply or purchase another Refunds Direct independent advisor position for a period of six (6) months from the date of any such sale or transfer.

10. Refunds Direct will accept individual persons, partnerships and limited liability companies as independent advisors. Independent advisors may use a trading name for the conduct of their Refunds Direct business. Spouses shall be held under the same independent advisor Agreement as joint independent advisors. An independent advisor may not hold more than one independent advisor position at any time except in accordance with the career plan or with the express written consent of Refunds Direct.

11. The Agreement may be terminated by the independent advisor without penalty and with or without cause or reason at any time upon not less than fourteen (14) days written notice or by Refunds Direct at its sole discretion by seven (7) days notice in writing effective immediately for any breach of its provisions or violation of any of the terms of the Agreement, the procedure for such termination to be in accordance with the provisions set out in the Policies and Procedures. Except where the obligation on the independent advisor is specified to apply after termination of the Agreement in respect of non-competition in accordance with the Agreement, the independent advisor shall be released from all future contractual liabilities towards Refunds Direct on termination of the Agreement at any time.

12. The independent advisor has the right within a period of fourteen (14) days, of entering into the Agreement to cancel the Agreement without penalty by written notice of termination and (i) to receive a refund of all monies paid by the independent advisor in connection with his joining the Refunds Direct programme, (ii) to return any Products (including training and promotional materials, business manuals and kits) purchased within that period and which remain unsold provided that such unsold Products are in the condition in which they were in at the time of purchase, (whether or not their external wrappings have been broken) and to require Refunds Direct to refund an amount equal to one hundred per cent (100%) of any monies paid in respect of such Products. After termination, he/she must wait six (6) months from the date of termination of the Agreement before re-applying to become a independent advisor.

13. (a) Where the independent advisor terminates the Agreement more than fourteen (14) days after entering into it, the independent advisor shall have the right to return to Refunds Direct any Products the independent advisor has purchased within a period of ninety (90) days prior to such termination and which remain unsold and to receive from Refunds Direct the price (inclusive of VAT) which the independent advisor paid for the Products, less (i) in the case of any Products, the condition of which has deteriorated due to an act or default on the part of the independent advisor, an amount equal to the diminution in their value resulting from such deterioration; and (ii) a reasonable handling charge of ten per cent of the price.

(b) Where Refunds Direct has terminated the Agreement, the independent advisor shall have the right to return to Refunds Direct any Products the independent advisor has purchased within a period of ninety (90) days prior to such termination and which remain unsold and to receive from Refunds Direct the price (inclusive of VAT) which the independent advisor paid for the Products together with any costs incurred by the independent advisor for returning the Products to the Company; any such refund shall be on terms whereby the Products not already held by Refunds Direct will be delivered within twenty-one (21) days of such termination at Refunds Direct’s expense to the address set out in the Application and Agreement Form or as notified by Refunds Direct to the independent advisor from time to time.

(c) Any such refund shall be on terms whereby the purchase price is payable upon delivery of the Products or if the Products are already held by Refunds Direct forthwith.

Further, where either party terminates the Agreement more than fourteen (14) days after entering into the Agreement the independent advisor shall have the right to return to Refunds Direct any Products the independent advisor has purchased more than ninety (90) days but within one (1) year prior to such termination and which remain unsold and to receive from Refunds Direct ninety per cent (90%) of the price (inclusive of VAT) paid by the independent advisor for the purchase of those Products less (i) an amount equal to any commission, bonuses or benefits (in cash or in kind) received by the independent advisor in respect of those Products, (ii) any amounts due from the independent advisor to Refunds Direct on any account and (iii) a reasonable handling charge, provided that such Products have not been purchased or acquired by the independent advisor in breach of the Agreement, the independent advisor returns such Products to Refunds Direct in an unused commercially resaleable condition not more than fourteen (14) days after the date of termination, and Refunds Direct did not clearly inform the independent advisor that the items were seasonal, discontinued or special promotion products which were not to be subject to the provisions of this clause 13.

14. Refunds Direct shall be entitled to request proof of ownership, e.g. sale receipts for the Products that the independent advisor requires Refunds Direct to buy back in accordance with the Agreement.

15. The independent advisor understands and agrees that bonuses or commissions paid to the independent advisor on Products returned by or Services refunded to independent advisors in his/her team, within the preceding one hundred and twenty (120) days shall be repayable by the independent advisor and may be deducted from his/her account with Refunds Direct at any time where a independent advisor in his/her team terminates his/her independent advisor Agreement or it is terminated by Refunds Direct. The independent advisor agrees that payments of refunds will be made in the same form as the original payment and in accordance with Refunds Direct termination procedure in force from time to time.

16. The independent advisor will not use Refunds Direct or Refunds Direct's trade marks, trade name, slogans, symbols, and colour scheme without Refunds Direct's written permission except in the marketing of materials, sample Products and promotional materials provided or sold to the independent advisor by Refunds Direct.

17. If the independent advisor sponsors other independent advisors, the independent advisor understands and agrees that the independent advisor must use his/her best efforts to provide, on an on-going basis, bona fide support and training of sponsored independent advisors and their team, which shall mean such activities as ongoing contact, communication, encouragement and support of his/her organisation including, but not limited to, providing information and training to sponsored independent advisors in connection with the legislative and regulatory requirements to be complied with in the United Kingdom. Further if through the spill over mechanism a new independent advisor not personally sponsored by you is placed immediately below you in the Refunds Direct matrix in accordance with the career plan, then you are required to ensure that you maintain ongoing contact and support to that new independent advisor. Refunds Direct reserves the right at any time to conduct a random audit of the level and type of ongoing contact and support provided by any independent advisor or to require any independent advisor to confirm in writing that he or she is receiving adequate contact and support from his or her sponsor or matrix upline.

18. In consideration of the granting of the independent advisor position, the independent advisor agrees that the independent advisor shall not during the term of the Agreement or for a period of ninety (90) days thereafter, take or encourage any action the purpose or effect of which would be to circumvent, breach, interfere with or diminish the value or benefit of Refunds Direct's contractual relationships with any Refunds Direct independent advisors. Without prejudice to the generality of the foregoing, the independent advisor shall not directly or indirectly contact, solicit, entice, sponsor or accept any of Refunds Direct's independent advisors into, or in any way promote to any such independent advisors opportunities in competing marketing programmes of any direct sales company other than Refunds Direct or to cease being a Refunds Direct independent advisor.

19. Refunds Direct's Genealogies (being the information held by Refunds Direct relating to its independent advisors, which at Refunds Direct's option may include but are not limited to its relationships with each of its independent advisors, the sponsorship of each independent advisor, the independent advisor's Support team and teams and historical purchasing information for each independent advisor) contain confidential information which is highly sensitive and valuable to Refunds Direct's business and which shall at all times remain the property of Refunds Direct. In the event that Refunds Direct shall agree to disclose details of any of its Genealogies to the independent advisor:

(a) the independent advisor shall (to the extent such details are not publicly available other than by breach of the Agreement) at all times and without limit in time treat such details as confidential information in the nature of a trade secret and shall not use or disclose or permit the use or disclosure of such details to any other person (and shall take all reasonable steps to protect and maintain the security of the information and shall use the details solely for the benefit of the independent advisor's Refunds Direct business and of Refunds Direct and for the stated purpose for which they were provided;

(b) the independent advisor shall return copies of any such information to Refunds Direct forthwith upon the termination of the Agreement for whatever reason.

20. The independent advisor Application and Agreement Form, these terms and conditions, the Policies and Procedures, the Roles and Responsibilities of Sponsors set out in the Business Pack and the career plan (as amended from time to time) constitute the entire agreement between the independent advisor and Refunds Direct and no other additional promises, representations, warranties or agreements of any kind shall be valid unless in writing and issued by Refunds Direct.

21. No failure to exercise and no delay in exercising on the part of Refunds Direct, any right under the Agreement shall operate as a waiver thereof.

22. Any notice or other written communication given under or in connection with the Agreement may be delivered personally or sent by first class post to Refunds Direct at the address shown on the independent advisor Application and Agreement Form or such other address notified from time to time by such party to the other.

24. The terms and provisions of the Agreement and any dispute arising thereunder shall be governed by English law and the parties hereby submit to the exclusive jurisdiction of the English courts.

Code of Conduct for Independent Advisors, Their Direct Sales Teams and Appointed Third Parties Acting on Behalf of Refunds Direct Refunds Direct requires a high standard of integrity and ethical behavior from its Independent Advisors and Direct Sales Personnel selling services on its behalf. We value our good name and will not permit it to be damaged in any way.

1. Sales and Negotiating Methods: You must provide clear, relevant and honest information to customers and potential customers to enable them to make an informed decision. You must not give misleading information about us or our clients either directly or by implication. You must clearly display your Identification badge at all times. You must follow all Sales Training procedures, and must not act in an aggressive or intimidating way.

2.Confidentiality: Confidential customer, operational or financial information must not be revealed without prior notice of Refunds Direct.

3.Gifts, Inducements and Hospitality: You must not solicit gifts or hospitality from any source during the course of your work for Refunds Direct. All unsolicited gifts from whatever source and of whatever value must be declared to Refunds Direct and advice following whether the gift can be kept must be followed. You must not offer any inducements to customers or potential customers without express authorisation from Refunds Direct.

4.Conflicts of Interest: You must declare to Refunds Direct anything which might interfere with or impair your ability to perform your duties or exercise your judgement in a fair and unbiased manner.

5.Business Misconduct: If you suspect or know of any business misconduct relevant to Refunds Direct you must inform Refunds Direct immediately. Anything you say will be treated in the strictest of confidence.

6. Individual Responsibilities: It is the responsibility of every independent advisor that all parts of The Code of Practice are followed implicity without exception by any/all third parties promoting Refunds Direct on their behalf. If any independent advisor violates any of the terms and conditions contained in this document then Refunds Direct reserve the right to suspend and/or terminate this agreement with both the violating independent advisor and their sponsoring independent advisor with forfeiture of all Commissions and Bonuses for both parties.

7. Direct Sales Campaigns: It is the responsibility of every independent advisor to supply names and UK ID numbers of those individuals promoting Refunds Direct in any given campaign along with details of the Post Codes being worked. These details must be provided prior to starting any campaign. Details should be sent to Refunds Direct Limited, 23 Westfield Park, Bristol, BS6 6LT