USANA DISTRIBUTOR AGREEMENTAgreement between the above-named new Distributor (hereinafter: “DISTRIBUTOR”) and

USANA Hong Kong Limited (hereinafter “USANA”) effective under the terms and conditions below:

1. DISTRIBUTOR hereby applies for authorization as a Distributor in USANA’s Network Marketing Programme. USANA reserves the right to accept or reject any application for any reason.

2. Upon acceptance as a Distributor by USANA, DISTRIBUTOR is authorized as a Distributor for one Calendar year, USANA will automatically renew Distributor authorization annually by debiting the Distributor’s account on file in the amount of HK$150 (This fee is subject to change without prior notice), unless DISTRIBUTOR notifies USANA in writing prior to the anniversary date of this Agreement that he/she desires to cancel his/her Distributorship.

3. DISTRIBUTOR shall sell and promote USANA’s goods and services strictly in accordance with this Agreement, which comprises the terms and conditions set out herein, the terms and conditions of the current version of USANA’s Policies and Procedures and the Binary Compensation Plan. Each of these separate documents are by this reference hereby expressly incorporated into this Agreement in its present form, and together they constitute the entire agreement between USANA and DISTRIBUTOR and supersede any previous agreements, representations or undertakings between the parties. Distributor acknowledges that he/she has been provided with a copy of the said Policies and Procedures and Compensation Plan, or has sighted the same.

4. USANA may modify the terms and conditions set out herein, its Policies and Procedures, its Binary Compensation Plan and its other literature and product prices at its discretion. The DISTRIBUTOR’s consent is not required for such changes, and the DISTRIBUTOR shall be bound by such changes upon notification either specifically to the DISTRIBUTOR or generally through official USANA literature. Upon each annual renewal of this Agreement, the DISTRIBUTOR shall renew upon the then current terms and conditions set out herein, the Policies and Procedures and the Binary Compensation Plan.

5. USANA reserves the right to discontinue the sale of any product listed on the USANA Price List or replace any product listed thereon with any new product.

6. DISTRIBUTOR is an independent contractor under the terms of this Agreement. DISTRIBUTOR is not an agent, employee, partner or legal representative of his/her sponsor or USANA and will in no way represent him/herself as such. DISTRIBUTOR has no power to bind USANA to any obligation, and USANA shall not be liable for any debts or liabilities whatsoever or howsoever incurred by DISTRIBUTOR, whether or not such liabilities are incurred during the term of this Agreement.

7. DISTRIBUTOR is personally liable for any taxes or duties required by law, including applicable income tax, sales tax, social security and unemployment contributions or other tax, license or fee arising out of DISTRIBUTOR’s activities hereunder. The DISTRIBUTOR will keep all proper records as are necessary to ensure the proper assessment and payment of any such taxes or duties.

8. No fees, other than the purchase of Business Development System (BDS) and the annual renewal fee, are required from DISTRIBUTOR for the right to distribute USANA’s products and services pursuant to this Agreement.

9. DISTRIBUTOR will not produce, promote or use materials of any kind describing USANA’s names, programmes, products or trademarked, copyrighted or otherwise protected materials except as permitted in USANA’s policies. DISTRIBUTOR will use only printed or recorded materials produced by USANA when representing USANA and /or making representations as to the products. No claims, statement, disclosures, representations or warranties that are not published in USANA’s printed or recorded material will be made in either selling its products or recruiting potential Distributors.

10. DISTRIBUTOR has the duty to supervise and train any Distributors that he/she may sponsor as described in the Policies and Procedures. DISTRIBUTOR will explain USANA’s programmes honestly and completely when presenting them to others. DISTRIBUTOR understands and will make clear in any presentation the following: USANA does not guarantee earnings for Distributors; Distributors will not earn money solely for sponsoring other Distributors; USANA does not require Distributors to purchase a specific amount of product at any level; USANA requires Distributors to sell its products; and USANA does not offer Distributors exclusive territories for building their independent businesses.

11. DISTRIBUTOR acknowledges that commissions are paid only on sales. No commissions or other payment are paid and no benefits are received from sponsoring other Distributors or as a result of the continued participation of any other Distributors in the trading scheme, and no earning are guaranteed from mere participation in the Binary Compensation Plan. DISTRIBUTOR confirms that neither USANA nor any team sponsor has made any claims of guaranteed profits or representations of anticipated profits that might result from his/her efforts as a Distributor. DISTRIBUTOR acknowledges that success as a Distributor comes from sales, services and the development of an independent network.

12. Any sale or assignment of this Agreement or Distributor authorization must be expressly approved in writing by USANA. Successors in interest or assigns must comply with all programme requirements.

13. The undersigned hereby acknowledges that he/she is of legal age and authorized to bind DISTRIBUTOR to each of the terms of this Agreement.

14. This Agreement is governed by and shall be construed in accordance with Hong Kong Special Administrative Region (HKSAR) law, and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the HKSAR Courts in respect of any dispute arising herefrom or any other contractual relationship between the parties hereto.

15. USANA may terminate this Agreement at any time by giving written notice of the Distributor.

16. DISTRIBUTOR may cancel this Agreement at any time and for any reason upon written notice to USANA. DISTRIBUTOR may cancel this Agreement without penalty within 30 days after DISTRIBUTOR enters into this Agreement.

17. If USANA determines that a DISTRIBUTOR is in breach of any of the terms or conditions of this Agreement, the Policies and Procedures, and/or the Binary Compensation Plan, USANA may elect to terminate this Agreement or may impose sanctions for a breach of

this Agreement, including but not limited to written warning; probation; withdrawal or denial of an award or other recognition; restriction or suspension of certain privileges of a Distributorship; withholding of bonuses for a specified period of time of until certain conditions are satisfied; and/or imposition of fines or other penalties permitted by law.

18. A DISTRIBUTOR may return to USANA products purchased within one (1) year of the date of return without terminating his/her Agreement for a refund of 90% of the price paid by the DISTRIBUTOR to purchase the products, less a handling charge not to exceed 10% of the net purchase price and any sales volume point, commission or bonus received by the DISTRIBUTOR in respect of the returned goods. Returned products must be in resaleable condition. However, USANA reserves the right to cancel a DISTRIBUTOR’s Agreement if, in the opinion of USANA, the DISTRIBUTOR returns an unreasonable or excessive amount of products.

19. It is a condition of this Agreement that DISTRIBUTOR will sell or use at least seventy percent (70%) of previous wholesale orders prior to reordering (“the 70/30 Rule”). DISTRIBUTOR will keep records of all sales transactions and on request from USANA, must produce retail receipts for any retail sales and comply with any other reasonable verification procedures required by USANA from time to time.

20. In order for DISTRIBUTOR to qualify for commissions, he/she must (1) personally consume or sell to customers a minimum of 70% of product orders (as described in Clause 19); and (2) provide retail customers with a receipt that specifies date of sale, amount of sale, item(s) purchased and the USANA Satisfaction Guarantee. DISTRIBUTOR must retain all sales receipts for 2 years.

21. Specific USANA product names as well as the corporate name and logo are the exclusive property of USANA Health Sciences. DISTRIBUTOR may not use USANA’s product names, the corporate name or the corporate logo to promote his/her independent business, except in material provided to DISTRIBUTOR by USANA.

22. USANA does not permit DISTRIBUTOR to purchase product that he/she cannot use or retail within a reasonable time period for the purpose of qualifying for commissions, bonuses or advancement in the Binary Compensation Plan. DISTRIBUTOR may purchase only HK$8,000 of product at auto order price per order, unless he/she can justify the need for a greater amount of inventory. Aggregate orders over HK$8,000 each week in commissionable product may subject the Distributor to an audit to ensure compliance with the 70% rule as described in clauses 19 and 20 above.

23. DISTRIBUTOR may participate in other direct selling schemes, but he/she may not sell or promote to other USANA Distributors similar or competitive products or services or recruit or enroll other USANA Distributors into any direct selling programme that competes with USANA.

24. For a period of 6 months following the termination of this Agreement DISTRIBUTOR shall not recruit any Distributors who formed part of his/her USANA team on behalf of any direct selling scheme that competes with USANA, nor shall DISTRIBUTOR accept any such Distributor in his/her team in that selling scheme.

25. DISTRIBUTOR may be required from time to time to provide USANA with personal information relating to his/her Distributorship or Distributor Application. USANA’s rights to use this information and DISTRIBUTOR’s rights to access and correct his/her personal information in accordance with the Personal Privacy (Data) Ordinance are described in Section 3.7 of the Policies and Procedures.

26. USANA team genealogy reports are confidential and contain proprietary business trade secrets. DISTRIBUTOR may not use the reports for any purpose other than to develop his/her USANA business. Specifically, DISTRIBUTOR must not disclose any information contained in the reports to a third party or use the reports to compete with USANA or to recruit or solicit other Distributors or Preferred Customers to participate in other multilevel marketing ventures.

27. USANA’s failure to exercise any right as set forth in this Agreement or to insist on the Distributor’s strict compliance with the terms and conditions of this Agreement and the Policies and Procedures does not constitute a waiver of USANA’s right to require compliance therewith. Wavier of any term and condition of this Agreement or provision of the Policies and Procedures must be in writing and signed by an authorized officer of USANA.

28. USANA’s wavier of any Distributor default does not affect USANA’s right with respect to any subsequent default or the rights or obligations of any other Distributor. Delays or omissions by USANA in exercising rights that might arise from a Distributor’s default do not affect USANA’s rights concerning the default or any subsequent default.

29. DISTRIBUTOR may solicit or otherwise actively encourage or pursue sales of USANA’s products only in countries in which USANA has been officially approved for business.

30. If at any time any provision of this Agreement (including any provision of the Policies and Procedures or Binary Compensation Plan) is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement.

31. In the event of any conflict or inconsistency between:(a) these Terms and Conditions;(b) the Policies and Procedures; or(c) the Binary Compensation Planthese Terms and Conditions shall prevail, and in the event of any conflict or inconsistency between the Policies and Procedures and the Binary Compensation Plan, the Policies and Procedures shall prevail.

32. This Agreement is not effective until accepted by USANA, as evidence by USANA’s acceptance of DISTRIBUTOR’s first product order. DISTRIBUTOR agrees that USANA may refuse to accept his/her Application in its sole discretion, and in no case shall USANA be required to give any reason for its refusal.

In the event of any discrepancies between the Chinese and English versions of these Policies & Procedures, the English version shall prevail. The interpretation of this agreement vested entirely in USANA Hong Kong Ltd.