Tahitian Noni International Inc.

TERMS OF APPLICATION AND AGREEMENT: Distributor and Tahitian Noni International Inc., hereby agree to the following terms and conditions:

1. Legal Age. Distributor is of legal age to enter into this Application and Agreement (the "Agreement") in the state in which Distributor resides.

2. Acceptance. This Agreement shall be effective upon acceptance by Tahitian Noni International at its place of business in Provo, Utah. Distributor may buy products at wholesale from Tahitian Noni International. Tahitian Noni International reserves the right, in its sole discretion, to decline to accept any Agreement. Upon Company's acceptance of the Agreement, Distributor shall have the right to sell products and services of Tahitian Noni International and to participate in its Compensation Plan.

3. Term. Subject to the provisions of Section 19, this Agreement shall have a term beginning on the date of acceptance by Tahitian Noni International and ending one year from the date thereof (the "Anniversary Date") unless renewed by the Distributor prior to the Anniversary Date. If the Agreement is not renewed, the Distributor understands that all rights to the Distributor's distributorship, overrides, bonuses and commissions and the ability to purchase products from Tahitian Noni International at wholesale prices shall terminate. The right to renew this Agreement is subject to the terms and provisions of the Policies and Procedures Manual (the "Manual").

4. Independent Contractor Status. Distributor understands that Distributor is an independent contractor and not an employee, agent or franchisee, joint venturer, partner or owner of Tahitian Noni International. Distributor shall not be treated as an employee, agent, franchisee, joint venturer, partner or owner of Tahitian Noni International for federal or state tax purposes including with regard to the Internal Revenue Code, Social Security Act, Federal Unemployment Act, Federal Insurance Contributions Act (FICA), or with regard to workmen's compensation, any state unemployment act, or any other federal, state or local statute, ordinance, rule or regulation. Distributor is responsible for all liability, health, disability and workmen's compensation insurance. Distributor is not authorized to bind Tahitian Noni International nor incur any obligation on behalf of Tahitian Noni International.

5. Responsibility for Taxes. Distributor solely is responsible for the payment of all applicable federal, state and local income, unemployment, social security and other taxes and premiums and license requirements and fees attributable to the Distributor's sales activities and earnings associated therewith.

6. Sales and Use Taxes. To ensure compliance with the sales and use tax requirements of each state, unless otherwise mandated by state law, Tahitian Noni International shall collect and remit all applicable sales and use taxes on products based upon the suggested retail price of the product. The applicable rate of tax due shall be based on the address to which the product and/or material is shipped.

7. Compensation. Distributor understands that any compensation Distributor receives from Tahitian Noni International is related solely to the sale of products and services, and that there is not compensation for sponsoring. Distributor understands that Distributor is not guaranteed any income, profits or success and certifies that no such representations have been made to Distributor either by Tahitian Noni International or any distributor. Distributor shall make no claims or representations of actual or potential earnings, guaranteed or anticipated profits or sales success.

8. No Other Purchase. In order to become a Distributor and begin the business, Distributor is not required to make any purchase other than a Distributor Kit, which is sold at cost. The purchase of a Distributor Kit is optional in the State of North Dakota.

9. Representations. Distributor shall make no statements, representations or disclosures in promoting Tahitian Noni International, in sponsoring or training Distributors or in selling Morinda's products and services, other than what is expressly permitted by the Rules and Regulations and in other literature produced by Morinda and approved for distribution.

10. Refunds. Distributor agrees to abide by Tahitian Noni International's retail customer refund policy, as set forth in the Manual. Distributor acknowledges that he or she is eligible to receive a refund for products, services and literature purchased by Distributor, less a ten percent (10%) handling fee, if Distributor chooses to terminate the Agreement and return the products or services in resalable currently marketable condition upon reasonable commercial terms pursuant to the provisions of the Manual. The Direct Selling Association's Code of Ethics states that "reasonable commercial terms" for the purchase of marketable inventory is twelve (12) months from the date of purchase at not less than 90% of the Distributor's original net cost less appropriate setoffs and legal claims, if any. Commissions paid on return products must be repaid to Tahitian Noni International by the Distributor.

11. Proprietary Rights/Use of Company Materials. Distributor acknowledges that Tahitian Noni International's trademarks, service marks, tradenames and copyrighted materials are owned solely by Tahitian Noni International, and that use of such marks and materials by Distributor must be in compliance with Tahitian Noni International's written policies, as such may be amended by Tahitian Noni International from time to time. Distributor agrees to use only written, recorded or other promotional or advertising materials which have been approved in writing by Tahitian Noni International. Distributor further agrees that Tahitian Noni International has the exclusive proprietary interest in its customer lists, customer information developed by or for Tahitian Noni International (such as credit data, product purchase information and customer profile data), distributor lists, manufacturing procedures, formulas, source codes, product development and in

12. Non-Solicitation. As an inducement for Tahitian Noni International to enter into this Agreement, and in consideration of the mutual covenants contained herein, Distributor agrees that during the term of this Agreement and for a period of one (1) year thereafter, Distributor shall not, directly or indirectly, on his or her own behalf or on the behalf of any other person or entity, solicit, induce or hire any Distributor, employee, member, customer, supplier or vendor of Tahitian Noni International (I) to enter into any business relationship with any individual or company which sells products or services which compete with the products and/or services of Tahitian Noni International, or (ii) to terminate or alter his or her business or employment relationship with Tahitian Noni International.

13. Retail Sales. In order to receive commissions and overrides, Distributor understands that Distributor must comply with Tahitian Noni International's 70% Rule and Retail Sales Rule. Under the terms of the 70% Rule, Distributor must certify on each product order form that Distributor has sold at least 70% of all products previously purchased. To comply with the Retail Sales Rule, Distributor must certify by completion of the Retail Sales Rule Compliance Form that Distributor has made at least ten (10) retail sales to ten (10) different retail customers in the calendar period in which the commissions were earned. These compliance forms must be received by Tahitian Noni International by the last Friday of each calendar period in order to qualify for commissions or bonuses for the succeeding calendar period.

14. Training. In the event Distributor sponsors other distributors, Distributor agrees to perform a bonafide supervisory, distributive and selling function in connection with the sale of Tahitian Noni International's goods and services to the ultimate consumer.

15. Sale of Other Products. Distributor agrees that no products or services except for Tahitian Noni International's products or services are sold or shown at any event where Tahitian Noni International's products or services shall be sold or shown. Distributor is prohibited from selling or promoting any competing products or services or marketing programs to any of Tahitian Noni International's distributors, except those distributors personally sponsored by Distributor.

16. Exclusive Territory. Distributor understands that no exclusive territory is granted by this Agreement, nor does this Agreement constitute the sale of a security or a franchise.

17. Compliance. Distributor shall abide by all applicable federal, state and local laws or regulations, and the terms of this Agreement, the Rules and Regulations, the Compensation Plan and the terms of the Manual.

18. Assignability. Distributor understands and agrees that this Agreement may not be transferred or assigned without the prior written approval or Tahitian Noni International, in its sole discretion, and then only in accordance with the Rules and Regulations.

19. Termination. (a) DISTRIBUTOR ACKNOWLEDGES THAT HE OR SHE IS FREE TO TERMINATE THIS AGREEMENT AT ANY TIME FOR ANY REASON. (b) Tahitian Noni International may terminate this Agreement at any time upon thirty (30) days written notice for any reason. Where state laws on termination are inconsistent with this provision, then the applicable state law shall apply. Immediately upon termination of the Agreement, Distributor shall (a) lose all rights to purchase products from Tahitian Noni International at distributor cost; (b) shall cease from representing himself or herself as a distributor of Tahitian Noni International; all rights to his or her distributorship, his or her participation and position in the Compensation Plan, including all future commissions and earnings resulting therefrom shall immediately terminate; and (d) take all other actions reasonably required by Tahitian Noni Internationalrelating to protection of Tahitian Noni International's confidential information, including the discontinuance of Tahitian Noni International's trademarks and service marks.

20. Amendment. Distributor understands that Tahitian Noni International may amend this Agreement, the Rules and Regulations, the Manual, prices for product, company literature and/or the Compensation Plan, without prior notice, at any time, effective upon publication or transmittal of such amendment in official Company publications, literature or voice mail, as applicable. In the event of any conflict between the terms of this Agreement, the Rules and Regulations, the Manual or any other document and such amendment, the amendment shall control.

21. Venue. Arbitration. Distributor understands and agrees that except as set forth in the Manual, all claims and disputes relating to this Agreement, the rights and obligations of the parties or any other claims or causes of actions relating to the performance of either party under this Agreement and/or Distributor's purchase of products shall be settled totally and finally by arbitration in the City or Orem, State of Utah, in accordance with the Federal Arbitration Act and the Commercial Rules of the American Arbitration Association. This Agreement is performable in Utah County, Utah and governed by the laws of the State of Utah.

23. Liquidated Damages. Distributor agrees that the liability of Tahitian Noni International, and its officers, directors and shareholders to Distributor for any claim whatsoever related to the relationship Tahitian Noni International and Distributor, including any cause of action in contract, tort, or strict liability, shall not exceed, and be limited to, the amount of unsold product inventory owned by the Distributor, if any, and commissions at the time of the controversy or termination, if any, owed to the Distributor. In no event shall Tahitian Noni International be liable to Distributor for any incidental, special, exemplary, or consequential damages.

24. Notice. Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or to serve upon the other shall be in writing and delivered by electronic communication, whether by telex, telegram or telecopy (if confirmed in writing sent by registered or certified mail, postage prepaid, return receipt requested or by personal service), or by registered or certified mail, postage prepaid, return receipt requested. Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication, notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, on the date of confirmed dispatch if by electronic communication, or on the date shown on the return receipt or other evidence of delivery, if mailed.

25. Cumulative Remedies/Waiver. All rights, powers and remedies given to Tahitian Noni International are cumulative, not exclusive and in addition to any and all other rights and remedies provided by law. No failure or delay of Tahitian Noni International to exercise any power or right under this Agreement or to insist upon strict compliance by Distributor with any obligation or provision, and no custom or practice of the parties at variance with this Agreement shall constitute a waiver of Tahitian Noni International's right to demand exact compliance therewith. Waiver by Tahitian Noni International can be effective only in writing by any authorized officer of Tahitian Noni International. The waiver by Tahitian Noni International of any particular default by Distributor shall not affect or impair Tahitian Noni International's rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any Distributor.

26. Release. To the extent permitted by law, Tahitian Noni International shall not be liable for and Distributor releases Tahitian Noni International from and waives all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by Distributor as a result of (a) the breach by Distributor of the terms of this Agreement and/or the terms and conditions of the Manual; (b) the operation of Distributor's business; (c) any incorrect or wrong data or information provided by Distributor; or (d) the failure to provide any information or data necessary for Tahitian Noni International to operate its business, including without limitation, the enrollment and acceptance of Distributor or the payment of commissions and bonuses.

27. Injunctive Relief. Distributor agrees that the remedy at law or in arbitration for any breach of any provision of the Agreement shall be inadequate and that, in addition to any other remedies it may have, Tahitian Noni Internationalshall be entitled, without necessity of proving actual damages, to temporary and permanent injunctive relief to prevent the breach of any provisions of the Agreement. In addition, Tahitian Noni Internationalshall be entitled to its cost and expenses, including reasonable attorney's fees, in enforcing its rights under this Agreement.

28. Severability. If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement or any specification, standard or operating procedure which Tahitian Noni International has prescribed is held to be invalid or unenforceable, Tahitian Noni International shall have the right to modify the invalid or unenforceable provision, specification, standard or operating procedure or any portion thereof to the extent required to be valid and enforceable. Distributor shall be bound by any such modification which shall be effective only in the jurisdiction in which it is required.

29. Survival. The covenants and obligations of Distributor to protect the trade secrets and confidential information of the Corporation, including, without limitation, those obligations and covenants contained in Sections 11 and 12, shall survive termination of the Agreement.

30. Entire Agreement. This Agreement, the Policy & Procedures, the Compensation Plan and the Manual (all of which are incorporated herein by reference), constitute the entire Agreement between Distributor and Tahitian Noni International, and no other promises, representations, guarantees, or agreements of any kind shall be valid unless in writing and signed by both parties.

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