Von Der Welt Distributions Inc. is an international company that produces and distributes products directly to consumers through mail order and direct sales.

As well as its own Specially Produced CD/CD-ROMs, the company's product line currently includes more than 500 music titles on Compact Disk (CD) and scores of computer CD-ROMs, with more products on the way. The CDs include some of the most popular music titles in rock, country, R & B, Christian, jazz, alternative, easy listening, and classical. The computer CD-ROMs include a variety of children's, reference, and "edutainment" (education + entertaining) titles.

The company use Network Marketing, a form of word-of-mouth advertising that financially rewards you for retailing our products to your friends and associates. As an "Independent Associate" you can buy our products at a discounted price for your personal use or to resell at a profit. By simply telling people about Von Der Welt Distributions Inc. and having them buy products, you can start to earn commissions.

You have probably made many similar referrals to friends in the past - such as recommending a movie you enjoyed or a new restaurant you found - but now you can get paid for it!

As the people you have sold products to tell others, and as they in turn tell others, more and more sales will result. When that happens, your commissions can increase up to a possible daily income of 560.00$ CAN ... or more.

Wouldn't at least two of your friends appreciate knowing about Von Der Welt Distributions Inc. - where they can buy CDs for a discount ... and possibly earn commissions of their own?

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In this Welcome Package you will find everything you need to get started as a Von Der Welt Distributions Inc. Independent Associate. We have included information about the company and our Network Marketing Plan as well as copies of forms you can use.

3. About the Company 6

4. Product Information 9

5. How to Join / Compensation Plan 12

6. Policies and Procedures 24

7. Frequently Asked Questions 32

8. Forms 36

Network Marketing is an efficient and increasingly popular method of distributing products from the producer to the ultimate consumer. Marketing a product can cost a company millions of dollars for advertising and distribution. With network marketing, companies are able to cut costs substantially by using word-of-mouth advertising and eliminating "middle-men" wholesalers and retailers. Savings are then channeled back to the consumers involved in the network marketing program through commissions and reduced prices.

A win-win for both the consumer and the company, it's no wonder an increasing number of Fortune 500 companies are using it (for example, MCI and Sprint used network marketing to lure millions of customers away from AT&T). The growth of network marketing, which now accounts for billions of dollars in annual international revenues, has been written about in such authoritative publications as The Wall Street Journal and the best-selling book Megatrends.

Von Der Welt Distributions Inc. gives you the opportunity to become involved in this exciting growth industry with a selection of CD and CD-ROM products that are entertaining and educational. Almost everyone loves music, and with the increasing number of personal computers, there is also a growing demand for CD-ROMs.

As an Independent Associate of Von Der Welt Distributions Inc. you have an opportunity to "Build Your Own Future" and achieve both personal and financial success. On the facing page are some of the advantage to building your own future as an Independent Associate of Von Der Welt Distributions Inc.

• Extremely high income potential, based entirely on your efforts.
• You may be able to receive tax benefits for your home-based business.
• You can save money on your personal purchases.
• There are frequent pay periods, with commissions calculated every business day and paid weekly.
• You can earn income from sales made by other people, as they work to build their business, just as you worked to build yours.
• As a result of the above, you can earn residual income and be paid over and over again for the work you did when you started your business, earning commissions even after you retire.

• There is only a 13.95$ CAN application fee to register and begin retailing or purchasing CDs.
• For those who want to take part in the Compensation Plan, it starts with purchasing 70.00$ CAN in personal sales volume.
• There is no inventory and no overhead.

• You are your own boss and can set your own hours.
• You can choose whether you want to be involved on a part-time or full-time basis.
• There are no territorial restrictions and the business is portable if you move. It is also inheritable, and passes to your beneficiary intact.

• You can achieve success no matter what your background is. No special education is required since you can "earn while you learn".
• Not only can you experience personal success, you can have the satisfaction of helping others to achieve their own goals and dreams.
• Unlike many businesses that take people away from their families, you can work from your home. This is an ideal business for a couple or family.

The company's focus right now is on producing and distributing our own original CD/CD-ROM products, which can be played on a CD player or computer. We are also pleased to offer our Independent Associates a variety of other CD and CD-ROM products at a discounted price. As the company grows, we will be positioned to use our customer base to negotiate exclusive distribution rights, special prices, and volume discounts on selected products from around the world, as we move steadily into a truly global economy. You can probably imagine the buying power that a group of 250,000 Associates will have in the marketplace!

The management of Von Der Welt Distributions Inc. collectively have over 15 years of network marketing expertise. Von Der Welt Distributions Inc. was founded by Karim Christian Louis and his family, who previously co-founded a humanity foundation for the sick and poor childrens, Fondation Lap-Top. As President of that company, Christian

supervised a staff of 65 in the credit payment of PC Penthium Computer, payment of Internet, pagette and cellular phone membership fees. Christian work on this and on CD and CD-ROM sales and production. This led the company to sign with bank of Montreal, Scotia bank, National bank, Visa and MasterCard, majors financing, and establish strategic partnership with numerous other industry leaders and distributor.

Von Der Welt Distributions Inc. C.E.O. Karim Christian Louis network marketing experience began in 1992 when he became an independent sales associate with Life Plus. Ever since, he has had a keen interest in the network marketing industry. His background also includes civilian engineering, international trade, and over 5 years marketing computer equipment for two international companies. He has traveled extensively throughout Africa, Europe and North America conducting market research.

Also associates with Von Der Welt Distributions are Roberto Quinonez, Richard Desmarais, Sylvain Hébert and Robert Cousineau who was formerly employed with computers company. They increased the level of the company and they are raised in the network marketing.

Von Der Welt Distributions Inc. also has a dedicated team of employees in the areas of customer service, data entry, CD / CD-ROM production, and marketing. The company's First Official Employee is Michel Riendeau, whose background includes sales, customer service, management consulting, microfilm production, microcomputing production, income tax production and accounts production. A former student at the Geography Department of the University of Québec at Montréal, Michel has worked with bigger company of the Montreal QC area since 1974.

Solange Karine joined the company as Secretary First No-official Employee in 1996. She brings over 3 years of business experience to Von Der Welt Distribution Inc. in such area as administration, customer service, marketing and management. Most recently, she served as the First European Representative Spokeswoman for the Network Marketing of the company with more than 150 overseas phone call with the associates. Solange says she is "really excited about the entire concept of Von Der Welt Distributions Inc." and looking forward to the phenomenal growth anticipated.

Many others employees bring their contract steadily in the big accountant book of Von Der Welt Distributions Inc. because they are subcontractor working by their own and deserve all the acknowledgments too.

We believe that human beings possess tremendous abilities and potential that are, in many cases, largely undeveloped. Von Der Welt Distributions Inc. has pledged to help its Associates to achieve personal and financial success. By giving you the opportunity to create your own business, Von Der Welt Distributions Inc. aims to help you:

1. achieve financial freedom, supporting yourself and those you love in

whatever lifestyle you choose, without having to spend all your time

and energy doing so, and

2. reach your full human potential and achieve every worthwhile goal

you desire in your life.

As part of our commitment to this philosophy, the company's first Web Site at http://www.ezworld.com is the inspirational Secret of Success. As well as retailing this product to your customers, you can use this motivational Web Site yourself, and play it on your computer to help you move closer to your dream.

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The company's primary product line is a series of PC computers, notebooks Penthium, cellular phones and pagers with internet and phone lines services. We are also pleased to offer our Independent Associates hundreds of CD products, including a variety of CDs and CD-Roms, at discounted prices. Titles available at the time of printing are listed in the Product Catalog.

Our products are ideal for retail sales. Almost everyone loves music, and with the increasing number of personal computers there is a growing demand for CD-ROMs. CDs and CD-ROMs make great gifts for birthdays, Christmas, and other special occasions. There are many such opportunities for retail sales.

The Product Catalog contains a list of all CD and CD-Rom distributed by Von Der Welt Distributions Inc.. As well as our own Specially Produced CD-ROM, the company's product line currently includes more than 500 music titles on Compact Disk (CD) and scores of computer CD-ROMs, with more products on the way. The CDs include some of the most popular music titles in rock, country, R & B, Christian, jazz, alternative, easy listening, and classical. The computer CD-ROMs include a variety of children's, reference, motivational, and "edutainment" (educational + entertaining) titles.

You may be able to make sales by passing the product catalog around to your friends and associates and taking orders. In some rural areas, the prices we offer are significantly lower than in retail stores. In urban areas, you may find our products are not the cheapest on the marketplace. Unlike a retail store, we do not offer "loss leaders" to entice people to buy products from us. However, our prices are competitive and savings are offered throughout our catalog.

As Von Der Welt Distributions Inc. grows, the company will be positioned to use its customer base to negotiate exclusive distribution rights, special prices, and volume discounts on selected products from around the world. We will keep you informed of new products and discounts as they are introduced.

Since retail prices for CDs and CD-ROMs vary considerably from one location to another, Von Der Welt Distributions Inc. does not regulate the price an Independent Associate may charge for products they resell. Independent Associates are free to resell products to their own customers at any retail price they choose.

Since there are also shipping and handling costs, Associates who wish to maximize their profit from the retail program can minimize shipping and handling costs by ordering more than one CD or CD-ROM at a time. As Von Der Welt Distributions Inc. grows, we hope to be able to pass on greater discounts to our Associates to offset shipping and handling costs and make the retail program even more profitable.

There are two ways to order CDs and CD-ROMs. One way is to send in the Von Der Welt Distributions Inc. Product Order Form, enclosing full payment in CAN funds, including any shipping and handling charge. Effective May 1, 1998, Independent Associates all around the world will also be able to place orders over the telephone through a professional call center at 1-877-956-5442. The cost for this service will be 0.10$ CAN per minute or free.

Please allow 4 to 6 weeks for delivery of your order, following receipt of your payment. (Overseas delivery could take longer.) If a product is on back order, you will be advised of the product's status and given the option of choosing an alternate selection from the Product Catalog.

The cost for shipping the first CD or CD-ROM within the Canada and United States is included in the purchase price. For all other orders shipped within North America, there is a 5.00$ CAN shipping and handling charge for the first CD ordered, and 1.40$ CAN charge for each additional CD in the same shipment. If you have a bulk order of 10 or more CDs, call us to arrange a reduced shipping and handling cost.

There is a 7.00$ CAN shipping and handling charge for each international order (outside the Canada and U.S.).

Payment may be made by VISA, MasterCard, money order, or certified check. (Do not send cash by mail.) A 7.00 CAN fee will be charged if a credit card payment is declined by VISA or MasterCard. To avoid this charge, ensure that the card number, expiry date, and cardholder name are correct and that the amount charged will be accepted by VISA or MasterCard.

Von Der Welt Distributions Inc. is not responsible for merchandise damaged during shipping. Independent Associates must place any claims directly with the shipping carrier. Upon receipt of products, an Independent Associate must immediately check for damage. If the merchandise has been damaged, the Independent Associate must report and show the damage to the carrier. The carrier must record on the freight bill those items which have been damaged, and give a claim for which they have signed to the Independent Associate.

Independent Associates may return unopened CDs within 30 days of purchase for a refund of the original price, minus a 15% restocking

charge. In the event of a refund, any sales volume generated as a result of the original purchase will be deducted from the upline organization's sales volume.

There are two ways to register. One way is to send in the Von Der Welt Distributions Inc. Independent Associate Application and Agreement, enclosing the appropriate fee. Effective May 1, 1998, residents of all around the world will also be able to apply to become Independent Associates over the telephone through a professional call center at 1-877-956-5442. The cost for this service will be 0.10$ CAN per minutes or free in addition to the Associate fee and the processing fee. Independent Associates who register by telephone will be required to follow up with a written application so that Von Der Welt Distributions Inc. has a signed copy of the Associate's Agreement on file.

Independent Associates sell to friends and family and earn commissions from those sales. Through the Compensation Plan, an Independent Associate can also add other Independent Associates to his or her sales organization, thereby increasing total sales volume. To participate in the Compensation Plan start by following the four easy steps described below.

1. ESTABLISH a "Business Center" (a position in the computer

through which sales volume is tracked) by filling out an application

form, paying the 13.95$ CAN Annual Associate fee, and becoming

an Independent Associate. You can now start retailing products.

2. QUALIFY your Business Center by purchasing a minimum of

70.00$ CAN in personal sales volume in that center.

3. ACTIVATE your Business Center by personally introducing to Von

Der Welt Distributions Inc. two new Independent Associates who

have each qualified their Business Centers by purchasing 70.00$

CAN in personal sales volume. When you introduce new

Independent Associates you will advise Von Der Welt Distributions

Inc. whether their retail sales are in the "Left Leg" of your sales

organization, the "Right Leg", or if you want one in each (as shown

in the diagram on the next page). Only a QUALIFIED and

ACTIVATED Business Center can earn commissions.

4. TEACH and help the Independent Associates you have introduced

to Von Der Welt Distributions Inc. to do as you have done and build

their own sales organizations.

Imagine that you have personally introduced two Independent Associates who have retailed 70.00$ CAN in personal sales volume, and both of those Independent Associates have done the same (as shown in the diagram below this page). At that point you will receive your first commission check for 140.00$ CAN.

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But your earning potential doesn't stop there. When you introduce just two new Associates, and they introduce just two new Associates, and so on, the number of people in your sales organization (also known as your "Downline") can expand geometrically from 2 to 4, then 8, 16, 32, 64, 128, and so on. You will receive credit for all their retail sales.

As more purchases are made in your downline, you earn more commissions. When you accumulate group sales volume of 210.00$ CAN in each of your Left and Right Legs, you reach Step #1 and earn your first 140.00$ CAN commissions (as shown in the table below). When another 630.00$ in sales volume accumulates in each of your Left and Right Legs, you reach Step #2 and earn another 140.00$ in commission. This continues through 5 steps as shown in the table below.

As you can see, all earnings are based strictly on the retail sale of products and are calculated only from the volume of those sales. There is no commissions for adding Independent Associates to your sales organization.

One of the benifits of the Von Der Welt Distributions Inc. plan is that you do not need to maintain perfect balance in both Legs to earn commissions. Von Der Welt Distributions Inc. has modified the traditional Binary Marketing Plan by paying commissions to a Business Center when at least one-third of the required sales volume is achieved per step on either the Left or Right Leg.

*At Step 5, Associates may authorize Von Der Welt Distributions Inc. to deduct the 70.00$ CAN for the automatic re-order / re-entry purchase price of the Special Product Pack, and have 70.00 CAN go to Von Der Welt Distributions Inc. as an administrative fee. Our Associates have told us they prefer paying this administrative fee at the 5th step instead of being charged a minor administrative fee each step of the way (as other network marketing plans do). This will occur each time the Business Center has completed a full pay period of the five steps.

As a Business Center progresses from Step 1 to Step 5 it is said to "mature". There is no time limit in which each step must be reached. Volume in each Business Center continues to accumulate until maturity at Step 5 is reached. After Step 5 has been reached, the left and right Sales Volume Counters for each Business Center are reset to zero and the process starts over again with Step 1. This means an additional six 70.00$ CAN sales volumes must then be made for Step 1, then 12 more for Step 2 and so on. Sales are counted towards volume from the day payment is received in the Von Der Welt Distributions Inc. office by fax, Internet, courier, or mail.

A Business Center is capable of reaching maturity once per business day. There are 250 business days per year. Therefore, each Business Center has the potential of receiving 560.00$ CAN per day for 250 days a year. (Commissions are calculated daily and paid by check weekly for a maximum weekly check of 2800.00$ CAN per Business Center.)

It is important to note that these revenue potentials are not guaranteed and should not be expected.

The newly developed Modified Binary Compensation Plan is the fairest, most workable and by far the most profitable Network Marketing Plan ever developed. These are some of its unique features:

• Sales volumes are cumulative through five steps. It is not so much "Will I earn commissions?" as it is "How long will it take me?

• The binary sides do not have to maintain perfect balance, as the one-third rule applies.

• There is no depth cut-off. You will be credited with sales volume every time a sale is made, anywhere in your organization.

• There is no progressively increasing commission structure, based on volume. Everyone is on the same commission schedule.

• The plan encourage people to build "deep" rather than "wide". Your upline can place people under you, since it is under them anyway.

• With multiple centers, you can collect sales volume from the same sale.

To be eligible to participate in the Compensation Plan, an Associate must make at least one retail sale to a minimum of 5 different customers each calendar month. Independent Associates must also certify on the Product Order Form that at least 70% of all products previously purchased from Von Der Welt Distributions Inc. have been sold.

The Von Der Welt Distributions Inc. data center automatically keeps track of your downline and sales volume. If an Independent Associate request that a downline report (called a "Genealogy") be sent to them by fax, the cost is 1.40$ CAN for the first page and 0.70$ CAN per each additional page.

Just as owners of franchises sometimes purchase more than one store so they can increase their earning potential, each Independant Associate is allowed to qualify and activate 3 Business Centers if they so choose. With multiple centers you may even receive multiple commissions on the same sales.

You can qualify and activate 3 centers in exactly the same way as you qualify and activate 1 center. If you want to qualify and activate 3 centers you would retail 70.00$ CAN sales volume in each center.

Since the 70.00$ CAN sales volume through your #2 and #3 Business Centers would activate your #1 Business Center, you would only need to personally introduce 4 other Independent Associates to retail product (two to activate your #2 center and two to activate your #3 center).

A new Independent Associate can establish 1 or 3 centers at the time they join the program. However, in order to encourage Associates to concentrate on maximizing their retail earning potential from 1 Business Center and not over extend themselves when they start the program, Von Der Welt Distributions Inc. allows Associates to "Upgrade" their number of Business Centers from 1 to 3 at a later date.

If you wish to upgrade, simply fill out a Von Der Welt Distributions Inc. Product Order / Center Upgrade Form, checking off the Upgrade box and indicating that you wish to upgrade to 3 Business Centers, and send it to Von Der Welt Distributions Inc. along with the applicable fees and an order for at least 70.00$ CAN in personal sales volume for each additional center. When you upgrade, unless you request otherwise, your new Business Centers are placed in your sales organization directly beneath your original center and the existing Business Centers are moved down.

Where not prohibited by law, Von Der Welt Distributions Inc. may grant permission to Associates who apply to upgrade from 1 or 3 Business Centers to 7 Business Centers. Such approval will not be unreasonably withheld. To upgrade to 7 centers you would fill out a Von Der Welt Distributions Inc. Product Order / Center Upgrade Form, checking off the Upgrade box and indicating that you wish to upgrade to 7 centers, and send it to Von Der Welt Distributions Inc. along with the applicable fees and an order for at least 70.00$ CAN in personal sales volume for each additional center. Once permission is granted, the upgraded centers will be placed immediately below the Associate's original centers and the existing Business Centers will be moved down.

Your first commission check for 140.00$ CAN or more will be sent to you within 72 hours after the computer indicates that you have reached your first Step. Subsequent checks will be sent weekly.

Checks are mailed by regular post, unless you arrange to have Von Der Welt Distributions Inc. send your checks via a courier service that you have an account with. The cost of the courier, plus a 14.00$ CAN special check handling fee per check will be charged to your account. If you wish to have your checks sent by courier, please contact the Von Der Welt Distributions Inc. Customer Service Department. All special check handling requests must be prepaid (minimum four week period).

If you are in North America and have not arranged for courier delivery, please allow up to 3 weeks from the time you have generated sales volume until your check is received. (At the time of writing, checks are issued on Tuesdays, so if you reach a Step on a wednesday, it will take 6 days before the check is mailed.) If your check is being sent overseas by regular post, please allow at least 6 weeks for delivery.

The number one cause of delayed checks is "Orphans" (applications on which the sponsor or placement information, particularly S.S.N. or S.I.N., is missing or incorrect). When this happens, all subsequent applications in that Business Center's downline remain uncredited to the original sponsor until the problem is corrected. The best way to ensure you receive your check as quickly as possible is to ensure that all applications are filled out correctly, completely, and in large print.

Each Independent Associate is responsible for products, checks, and other materials addressed to him or her once they have left the Von Der Welt Distributions Inc. office. If a check is lost by the carrier (i.e. post office or courier), Von Der Welt Distributions Inc. will cancel the original check, reprint it, and send it to the Associate. The cost of issuing another check will be charged to the Associate who must make any claims for losses directly with the carrier.

You may submit applications with orders by fax. The procedure you should follow depends on your method of payment.

Faxed applications are entered as of the date of receipt in the Von Der Welt Distributions Inc. Corporate Office. Qualifying orders are entered as of the date payment is authorized by Visa or MasterCard or, if paid by money order, the date funds are received at the Von Der Welt Distributions Inc. Corporate Office.

If you wish to pay by credit card, your faxed applications must include:

• either a Visa or MasterCard number
• an expiry date
• the name of the cardholder, and
• a signature

Since the credit card charge will be processed from the faxed copy, it is not necessary to send an original copy of the application form to the Von Der Welt Distributions Inc. office.

A 7.00$ CAN fee will be charged on the reapplication if a credit card payment is declined by VISA or MasterCard. To avoid this charge, ensure that the card number, expiry date, and cardholder name are correct and that the amount charged will be accepted by VISA or MasterCard.

Applications submitted by fax must be in their final form and completed, with sponsor and placement information filled in. Only information on a Von Der Welt Distributions Inc. application form will be entered into the computer.

Since the information on the application sent by fax is final, it cannot be changed. When an original application arrives in the office, a correction such as a name spelling will be tolerated so long as it is indicated on the application with a red pen. However, sponsor and placement cannot be changed.

Applications may be submitted over the Internet. An application form is available on the Application Form page. Von Der Welt Distributions Inc. Internet home page is located at http://www.ezworld.com

By E-mail, write your letter at lchristi@aei.ca for Karim Christian Louis or at siteweb@videotron.ca for Michel Riendeau.

Internet applications must include VISA or MasterCard information (including card number, expiry date, and name of cardholder) authorizing payment of the appropriate fees.

Applications submitted over the Internet must be in their final form and completed, with sponsor and placement information filled in. Internet applications must also be submitted by mail or courier so that the office has a copy of your signed application on file.

The information on the application sent over the Internet is final. A correction such as a name spelling will be tolerated so long as it is indicated on the application with a red pen. However, sponsor and placement cannot be changed.

If the applicant is from a country that does not issue an I.D. number, the space marked "S.S.N. or S.I.N. or Fed. Tax # or Von Der Welt Distributions Inc. #" should be filled in with the applicant's birth-date: yy/mm/dd followed by any three digit number. This three digit number could be part of an address or phone number or any other number the applicant chooses. For example, if the applicant was born on September 23, 1958, and they wanted to use 661 for the remaining three digits, their I.D. number would be 580923661.

In many instances, the Sponsor's Name and Placement Name will be the same. However, if a Business Center introduces more than two other Independent Associates to Von Der Welt Distributions Inc., additional applications will be placed in the sales group of one of the Independent Associates that have already been placed.

For example, if Karim has one Business Center and has placed Michel on the Left and Solange on the Right, anyone else Karim introduces as an Independent Associate will be placed in the sales group of Michel or Solange (or someone else in the downline depending on how many other Business Centers are already in the sales groups of Karim, Michel and Solange).

The Placement Center # will be 1, unless the Placement Independent Associate has 3 centers. If the Placement Independent Associate has 3 centers, applicants will be placed in the sales group of Placement Center # 2 or # 3. If Placement information is left blank, the computer will place the applicant in the next available place in the Sponsor's downline.

If you do not yet know a Sponsor or Placement Von Der Welt Distributions Inc. number (the number is mailed to the Independent Associate once the application is processed), the S.S.N., S.I.N. or I.D. number will be sufficient. Please do not phone the Von Der Welt Distributions Inc. office to ask for the Von Der Welt Distributions Inc. number because applications will be processed without it (as long as they contain the S.S.N., S.I.N. or I.D. number), and this use of the staff's time may result in delays in processing orders or other important tasks.

Incorrect or missing information (especially missing or misquoted S.S.N., S.I.N. or I.D. #) can lead to lost volume, "Orphans" (applica- tions with unknown placement), or mis-linked Business Centers. Orphans will be held for two weeks to allow the orphan to self resolve its own link. If no resolution is reached by the end of the two week period, a Von Der Welt Distributions Inc. representative will investigate the matter. A 7.00$ CAN administrative fee is charged if an orphan must be investigated because of missing or incorrect information.

The current fees in US dollars are shown below. Payment may be made by VISA, MasterCard, money order or certified check. Do not send cash by mail.

5.11.1 There is a 13.95$ CAN application fee for each new

Independent Associate application or Upgrade. This

includes shipping and handling of the Welcome Package

within Canada and United States. For upgrades, the charge

is 13.95$ CAN for the entire upgrade, not 13.95$ CAN per

Business Center.

5.11.2 There is a 7.00$ CAN processing fee per order. This fee is

waived if payment is made by money order.

5.11.3 There is an additional 3.40$ CAN charge per call for

applications or orders placed over the telephone.

5.11.4 If an Independent Associate requests that a genealogy be

sent to them by fax, the cost is 1.40$ CAN for the first page

and 0.70$ CAN per each additional page.

5.11.5 A 7.00$ CAN administrative fee will be charged whenever

Von Der Welt Distributions Inc. staff must process changes

including, but not limited to: transfers, address changes,

changes of status, sales of Business Centers, and corporate

name changes.

5.11.6 Specific taxes of their countries are payable by Independent

Associates of Von Der Welt Distributions Inc.

5.11.7 A 7.00$ CAN fee will be charged if a credit card payment is

declined by VISA or MasteCard. To avoid this charge,

ensure that the card number, expiry date, and cardholder

name are correct and that the amount charged will be

accepted by VISA or Master Card.

5.11.8 There is a 15% restocking charge for returns and a 7.00$

CAN fee for exchanging CDs or CD-ROMs.

5.11.9 There is an annual renewal fee of 13.95$ CAN to continue

your association with Von Der Welt Distributions Inc. as an

Independent Associate.

5.11.10 Von Der Welt Distributions Inc. reserves the right to charge

additional fees to cover any additional costs.

6.1.1 An Independent Associate has the right to purchase Von Der

Welt Distributions Inc. products at the discounted price to retail

for a profit of their personal use.

6.1.2 The Independent Associate is an independent contractor and not

an employee or agent of the company.

6.1.3 An Independent Associate must be of legal age of contract in his

or her jurisdiction (state, province, country).

6.1.4 Any person, registered partnership, corporation, or non-profit

organization desiring to be accepted as a Von Der Welt

Distribution Inc. Independent Associate must complete the

Independent Associate Application and Agreement and submit

the required 13.95$ CAN Annual Associate fee. The Agreement

is binding and will have legal force and effect when it is received

by the company.

6.1.5 Von Der Welt Distributions Inc. reserves the right to refuse any

application.

6.1.6 The Independent Associate Agreement is valid for one full year

from the date of receipt by Von Der Welt Distributions Inc.

An Independent Associate may change their status from an individual to a registered partnership or corporation, or from a registered partnership to corporation. To make such a change, a request must be made in writing to Von Der Welt Distributions Inc. with appropriate documentation. Von Der Welt Distributions Inc. will charge the Associate a 35.00$ CAN fee to process the change.

6.3.1 An Independent Associate who has qualified and activated a

Business Center, in the manner described in this package, may

participate in the Compensation Plan and earn commissions.

6.3.2 To be eligible to participate in the Compensation Plan, an

Associate must make at least one retail sale to a minimum of 5

different customers each calendar month.

6.3.3 To qualify for commissions, Independent Associates must

certify on the Product Order Form that at least 70% of any

products they have previously purchased from Von Der Welt

Distributions Inc. have been sold.

6.4.1 A non-profit organization may apply for a Business Center by

checking off the Non-Profit Application box on the Independent

Associate Application and Agreement and submitting it to Von

Der Welt Distributions Inc. along with proof of non-profit status

and the 13.95$ CAN processing fee.

6.4.2 Given the charitable status of many non-profit organizations and

their constant search for funds and volunteers to carry out

fundraising activities such as retail sales, Von Der Welt

Distributions Inc. has implemented a plan to aid non-profit

organizations in this endeavor. A non-profit organization

participating in the Von Der Welt Distributions Inc.

Compensation Plan can choose to have their initial qualification

sale of 70.00$ CAN personal sales volume deferred until the

organization reaches the first step.

6.5.1 An Independent Associate with a Business Center has the right

to introduce their customers to the Von Der Welt Distributions

Inc. Compensation Plan.

6.5.2 Every applicant has the right to choose his or her own sponsor.

6.5.3 If two Business Centers should claim to be the sponsor of the

same new Business Center, Von Der Welt Distributions Inc.

shall regard the sponsor on the first paid application received at

the Corporate Office of Von Der Welt Distributions Inc. as the

legitimate sponsor.

6.5.4 If both a husband and wife wish to apply for separate Business

Centers, one may sponsor the other if they so choose. A

husband and wife may not be sponsored into different

organizations within Von Der Welt Distributions Inc. (See

Cross Sponsoring" below.)

6.6.1 The desired placement should be indicated on the Independent

Associate Application and Agreement.

6.6.2 If an application requests placement that is already occupied,

then the applicant's center(s) will be placed in the next available

outer center of the left or right side chosen.

6.6.3 If placement is not indicated or is incomplete, the Business

Center shall be placed in the next available outer center of the

left or right side chosen in the sponsor's organization.

6.6.4 If an Independent Associate upgrades from one to three

Business Centers their new Business Centers are placed below

them in their organization. The new Business Centers will be

inserted directly beneath their original Business Center and the

existing Business Centers will be moved beneath their upgraded

centers.

6.7.1 Transferring is rarely permitted and is actively discouraged.

6.7.2 All requests for transfers must be made in writing to Von Der

Welt Distributions Inc., which will have final authority in any

decision to transfer.

6.7.3 Should a transfer occur, only the Independent Associate

requesting the transfer is transferred. Any Business Centers

belonging to other Independent Associates within the

transferee's organization will not be transferred.

6.7.4 Von Der Welt Distributions Inc. will charge the Associate a

35.00$ CAN administrative fee to process the change.

"Cross sponsoring" is when an individual belongs to more than one sales organization. This is strictly prohibited. An Independent Associate may be in only one organization and all of his or her Business Centers must be in the downline of his or her first Business Center. The use of DBAs (assumed names), different Identification Number, corporate entity or any other method aimed at circumventing this rule is also prohibited.

6.9.1 Independent Associates must conduct themselves in an ethical

and honest manner so as to reflect credit on themselves and the

company.

6.9.2 Independent Associates must abide by any and all federal, state,

provicial, municipal, or other government laws, ordinances and

regulations, including any regulation not to hold meetings outside

their normal place of business.

6.9.3 No Independent Associate shall represent himself or herself as a

Von Der Welt Distributions Inc. employee or agent or as having

any position other than that of an Independent Associate

(independent contractor). In particular, without limiting the

foregoing, no Independent Sales Associate shall make

purchases or enter into any other transactions in Von Der Welt

Distributions Inc.'s name.

6.9.4 Independent Associates shall not make claims regarding earning

other than those included in company approved materials.

6.9.5 An Independent Associate must not claim or imply government

approval for the program, through distribution of documents from

an Attorney General's office or otherwise. No Attorney General

ever approves or endorses any product, compensation program,

or company.

6.10.1 Independent Associates are responsible for reading and

familiarizing themselves with all communications from Von Der

Welt Distributions Inc., including this Welcome Package.

6.10.2 Independent Associates must provide the company with their

current address so they may be contacted at all times.

6.10.3 Each Independent Associate is responsible for products,

checks, and other materials addressed to him or her once they

have left the Von Der Welt Distributions Inc. office. If a check

is lost by the carrier (i.e. post office or courier), Von Der Welt

Distributions Inc. will cancel the original check, reprint it, and

send it to the Associate. The cost of issuing another check

will be charged to the Associate. Any claims for losses are

between the Independent Associate and the carrier.

6.10.4 Independent Associates are in business for themselves and

must keep their own records.

6.10.5 Independent Associates are responsible for meeting all

deadlines. All materials must be received by the company

office on or before the published deadline. Von Der Welt

Distributions Inc. will not accept responsibility for lost or

delayed mail or any other reason for materials not meeting a

deadline.

6.10.6 Independent Associates are obligated to report violations of the

Policies and Procedures and assist in enforcing them.

6.10.7 Independent Associates must supervise any members of their

organization to ensure Independent Associate Applications are

prepared properly and clearly, and submitted to Von Der Welt

Distributions Inc. without delay. Any forms that cannot be

processed by Von Der Welt Distributions Inc. due to missing

information or illegibility will be returned or held until

clarification is received. This will delay commission payments

to the Associate and their upline.

6.10.8 Independent Associates must include their Von Der Welt

Distributions Inc. number in all communications with the

company. If the Von Der Welt Distributions Inc. number has

not yet been received by mail from the office, Independent

Associates should use their S.S.N., S.I.N., or Business I.D.

number. (Associates from countries that do not issue identity

numbers the space marked "S.S.N. or S.I.N. or Federal Tax #

or Von Der Welt Distributions Inc. # should be filled in with the

applicant's birth-date: yy/mm/dd followed by any three digit

number. See section 5.9 for an example).

6.10.9 Independent Associates must follow the company's

requirements for the proper use of advertising and sales

promotion materials. They must also advise members of their

personal organization concerning the proper use of these

materials.

6.10.10 Each Independent Associate agrees to indemnify and hold

harmless Von Der Welt Distributions Inc. against any and all

claims, suits, and actions arising from the Independent

Associate's activities.

6.11.1 Only material approved in writing by head office may be used

to promote Von Der Welt Distributions Inc. products.

Contravention of these regulations will be cause for

termination of the Independent Associate's association with

Von Der Welt Distributions Inc..

6.11.2 Independent Associates are free to make copies of any part of

this Welcome Package or Product Catalog for the purpose of

selling products or training new Independent Associates.

6.11.3 Independent Associates must request written permission from

the company before they advertise the company's program

and/or products.

6.11.4 Independent Associates must not directly or indirectly use, or

allow others to use, the name Von Der Welt Distributions Inc.,

Von Der Welt, or the Von Der Welt Distributions Inc. logo or

any other trade names, trademarks, or distinctive phrases

used by Von Der Welt Distributions Inc. in its business or

related to any product (hereafter referred to as "Names and

Marks"), except as expressly permitted by the company.

6.11.5 Immediately upon expiration, termination or cancellation of an

Independent Associate Agreement, the Independent

Associate must remove and discontinue the use of the Names

and Marks, and any and all signs, labels, stationery,

advertising, and reading material referring to Von Der Welt

Distributions Inc. or related to any Von Der Welt Distributions

Inc. product.

6.12.1 An Independent Associate may cancel their Independent

Associate Agreement at any time by giving written notice to

Von Der Welt Distributions Inc.. If an Associate submits

written notice of cancellation and returns any products

unopened and in re-saleable condition within 30 days of

registration, Von Der Welt Distributions Inc. will issue a full

refund within 10 days.

6.12.2 In the event that an Independent Associate with a qualified

Business Center quits, any commissions paid out and/or

sales volume generated will be deducted from the upline

organization's commissions and sales volumes.

6.12.3 Von Der Welt Distributions Inc. may terminate an Independent

Associate's association with Von Der Welt Distributions Inc.

for breach of company regulations or policies including those

stated in this Welcome Package.

6.12.4 An Independent Associate who quits or is terminated may not

rejoin Von Der Welt Distributions Inc. until six months have

elapsed.

6.12.5 Upon the death of an Independent Associate, his or her status

with the company shall become part of his or her estate and

can be bequeathed to others (according to the laws of their

country or state or province of residence).

6.12.6 Independent Associates may sell their Business Centers only

with the prior written consent of the company. Von Der Welt

Distributions Inc. will not unreasonably withhold consent. Von

Der Welt Distributions Inc. will charge the Associate a 35.00$

CAN administrative fee to process the change.

6.13.1 Failure of Von Der Welt Distributions Inc. to exercise any

power given to it under the Independent Associate Agreement

(which includes adherence to these Policies and Procedures),

or to insist upon strict compliance by an Independent

Associate with any obligation or provisions hereunder, shall

not constitute a waiver of Von Der Welt Distributions Inc.'s

right to demand compliance with the Agreement.

6.13.2 Waiver by Von Der Welt Distributions Inc. can only be

effected in writing by an authorized officer of Von Der Welt

Distributions Inc.. Von Der Welt Distributions Inc.'s waiver of

any particular requirement by an Independent Sales Associate

does not affect or impair Von Der Welt Distributions Inc.'s

rights in respect to any subsequent requirement of the same

or of a different nature, and shall not affect in any way the

rights and obligations of other Independent Associates.

6.13.3 Any delay or omission by Von Der Welt Distributions Inc. to

exercice any rights arising from the Independent Associate

Agreement does not affect or impair Von Der Welt

Distributions Inc.'s rights in that matter or any subsequent

matters.

6.13.4 If any clause or paragraph of any Von Der Welt Distributions

Inc. document is deemed invalid, only that paragraph or

clause will be affected. The balance will be in effect as though

the said clause or paragraph were not there.

6.13.5 Von Der Welt Distributions Inc. reserves the right to make

amendments to this Welcome Package.

Most of the questions frequently asked about Von Der Welt Distributions Inc. have been answered throughout this Welcome Package. For example, following are some of the frequently asked questions and the sections where you can find them answered.

Von Der Welt Distributions Inc. was founded in january 1993, with the first Independent Associate joining the company few days later. Since then, the company has grown dramatically, and now has hudreds of Associates around the world. For more information about the company see section 3 and visit the Internet Web Site at http://www.ezworld.com

Shipping and handling costs vary. For information see section 4.4.

See section 5.7 for information about commissions checks.

When you Upgrade, unless you request otherwise, your new Business Centers are placed in your sales organization directly beneath your original center and the existing Business Centers are moved down. See section 5.6 for more information about multiple business centers.

Yes. Orders are qualified as of the date funds are received or authorized by Visa or MasterCard. For more information about faxed applications and purchases, see section 5.8.

Yes. See section 5.5 for information.

Here are answers to the most frequently asked questions not covered elsewhere in this Welcome Package:

No. As the information in section 2 shows, network marketing is a legal, legitimate, highly effective way for companies to distribute products. Illegal pyramids just distribute money, from the people at the bottom to the people at the top. The difference between network marketing and illegal pyramid schemes is clearly defined in government legislation, and the schemes are quickly being identified and shut down.

Absolutely! One of the benefits of the Von Der Welt Distributions Inc. program is that you are offering a product which does not require high pressure sales. Almost everyone loves music, and with the increasing number of home computers there is also growing demand for CD-ROMs. If the idea of selling makes you unconfortable, realize that you are simply sharing information about Von Der Welt Distributions Inc. products with your friends and associates. You have probably made many similar referrals to friends in the past - such as recommending a movie you enjoyed or a new restaurant you found - but now you can get paid for it!

The best advice we can offer is to focus on helping and training the people in your organization - the ones you have personally introduced as well as others in your downline. Since this takes times and energy, we suggest you be selective about who you introduce to the program. While you can retail products to absolutely anyone who wants to buy them, the people who become Independent Associates should have such positive qualities as enthusiasm, an eagerness to learn, and the willingness to help others. It is possible that some people will be content with buying CDs for themselves. That's why we also recommend that you continue to tell people about Von Der Welt Distributions Inc. and help the ones you have introduced to build their downlines. Remember: when the people in your organization succeed, you succeed too.

Your own sponsor can probably offer you many excellent ideas to help you achieve success. There are also many books and tapes that offer advice on how to succeed in network marketing. The CDs and

CD-ROMs themselves provides inspiration for achieving success in any field. If you have purchased a copy for your personal use, we suggest you play it on your computer or CD player as soon as you can and replay it again for continued motivation as you move towards your goals and dreams.

7.3 What to Do if You Still Have Questions

If you still have questions after reading this Welcome Package, there are plenty of people who can help you. The first person you should always call is your sponsor. If your sponsor cannot help you, then call his or her sponsor. Continue to call your sponsors in your upline until your questions are answered. If you have called up to 5 levels in your upline, and you still do not have an answer to your question, feel free to call the Von Der Welt Distributions Inc. Customer Service Department. The Customer Service phone lines are currently open 10:00 a.m. to 4:00 p.m. Monday to Friday.

Spend time now to fill out the names and numbers below. Call your sponsor to find out the phone number of his or her sponsor, and so on. Refer to this list whenever you need a question answered.

Name Phone Number

Sponsor #5 ______________________________________________

Sponsor #4 ______________________________________________

Sponsor #3 ______________________________________________

Sponsor #2 ______________________________________________

Your sponsor _____________________________________________

You ____________________________________________________