“MARKETING REPRESENTATIVE AGREEMENT REGARDING THE SALE OF "JEWELS BY PARK LANE" PRODUCTS

I understand and agree to the following terms:

1. I am aged 18 years or older.

2. Upon execution of this agreement (Agreement), and whilst this Agreement remains on foot, I will have the right to sell "Jewels by Park Lane" products in accordance with the terms of the compensation plan with respect to the sale of "Jewels by Park Lane" products.

3. I have read the compensation plan and I agree to abide by the rules contained within that document with respect to the sale of "Jewels by Park Lane" products. I understand and agree that the compensation plan may be amended from time to time and I agree that my continued association will be bound by those amendments relating to the sale of "Jewels by Park Lane" products when provided to me from time to time.

4. I understand that there is no requirement beyond signing this Agreement to become a associate or other affiliate of my Franchise and that any purchase of demonstration/sample kits, sales aids, literature, etc. by me are strictly voluntary.

5. I understand that a minimum of fifty percent (50%) deposit must accompany all orders submitted by me for "Jewels by Park Lane" product and that I am responsible for the remittance of any monies to the Franchise.

6. I acknowledge that to the extent that I provide any service or benefit to the Franchise., this is as an independent contractor (that is, an independent service provider), and not an employee. I further represent and warrant that I am self-employed. I understand that I am engaging in an independent business, including, when I sell or promote "Jewels by Park Lane" as a representative of my Franchise. I acknowledge that any personal title that I may use, for promotional purposes (for example and without limitation, director, sales associate, representative) is a title only, and will not affect my status or the nature of my relationship with the Franchise as outlined in this paragraph. I also understand and agree that:

(a) I am responsible for payment of all taxes relating to any income generated by my activities in connection with the sale of "Jewels by Park Lane" product, whether as an independent contractor or otherwise, and for filing of all associated returns and reports;

(b) I am not entitled to claim from the Franchise wages, superannuation, allowances, workers' compensation or any other benefit related to employment,

and I warrant that I will not make, and indemnify the Franchise against, any claim in relation to the above matters.

7. I am entitled to terminate my association and relationship with The Franchise at any time by giving written notification to The Franchise I understand that such termination will disentitle me to any benefit that would otherwise arise under the The Franchise compensation plan in relation to the promotion or sale of "Jewels by Park Lane" products. Voluntary termination is effective upon receipt of such notice by The Franchise Notification of the termination may be forwarded to any affected parties. I understand that The Franchise may terminate the arrangements set out in this agreement (and any association between me and The Franchise) any time, with or without cause, by giving written notification to me. I understand that such termination will disentitle me to any benefit that would otherwise arise under the The Franchise compensation plan in relation to the promotion or sale of "Jewels by Park Lane" products.

8. I agree that while this Agreement is in effect and at any time following the termination of this Agreement (or my association with The Franchise), I will not use or disclose to any person or company any confidential information of The Franchise obtained during the course of my association (in any capacity) with The Franchise I acknowledge that confidential information includes, but is not limited to, names and/or addresses of associates of, Independent Contractors to or employees of The Franchise, or any other trade secrets of The Franchise I will not reveal to any person or company the amounts paid to me by The Franchise by virtue of this Agreement, unless required to do so by law. I will not use or give to any person or company any sales literature or other materials furnished to me by The Franchise

9. From the date of this Agreement and for one year following the date of termination of this Agreement (whether by myself or The Franchise, and whether for cause or without cause), I will not either directly or indirectly, either for myself or for any other person, firm, or corporation, call upon solicit, divert, or take away any of The Franchise's employees or other associates or independent contractors.

10. I am a marketing representative who establishes and services my own clients, as an independent contractor or otherwise, but not as an employee of The Franchise My arrangements with The Franchise under this Agreement does not constitute the sale of a franchise or exclusive work arrangement, nor are there any exclusive territories granted to any person or entity representing The Franchise No franchise fees have been paid to me, nor am I acquiring any interest in a security by executing this Agreement

11. All orders submitted by me will be subject to acceptance by The Franchise and I will not change or alter The Franchise's regular terms of sale. I acknowledge that I have no authority to enter into contracts or promises of any kind for or on behalf of The Franchise

12. Price discounts on any The Franchise sales kits and samples may be offered from time to time to promote sales of "Jewels by Park Lane" products through the party plan method. Any use of sales kits or samples for other purposes will result in a retrospective price charge to me equal to full retail price for such products.

13. Without limiting any other clause above, this Agreement is not intended and will not be construed to create a relationship of employment, partnership, or joint venture between myself and The Franchise or any other representative, or sponsor of The Franchise I understand that I have no authority to bind The Franchise to any obligation.

14. I will not use the business name, logo, copyrighted material, trademarks, or service marks, which I am entitled to use by authorization of The Franchise except in materials provided by The Franchise or those of "Jewels by Park Lane" or by Park Lane Jewellery Limited. I understand that unauthorized use or duplication of such trademark or copyrighted materials is a violation of my Agreement and may result in termination of this Agreement, my relationship with The Franchise, and other possible legal action.

15. I hereby agree not to repackage, re-label, copy, or cause to have copied the "Jewels by Park Lane" products, nor will I sell said products under any other name or label. I further agree to refrain from producing, selling, and using, for the purpose of advertising, promoting, or describing the company products, compensation plan, or other programs, any written, recorded, or other materials which have not been approved or provided by The Franchise

16. This Agreement is governed by the laws of the State of New South Wales and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Courts of New South Wales.

17. I agree that the rights and obligations under this Agreement cannot be assigned without the prior written consent of The Franchise

18. I have been given the full and fair opportunity to seek independent legal advice before entering into this Agreement

19. This Agreement constitutes the entire agreement between me and The Franchise regarding my association and relationship with The Franchise and no other promises, representations, guarantees, or agreements of any kind shall be valid unless in writing and signed by both parties