FUSION EXCEL

COUNTRY LICENSEE

AGREEMENT
This Agreement made this 7th day of January 2008

BETWEEN

FusionExcel.com, or its associated company, having its address at No. 2A Jalan Dato
Abu Bakar, Jalan 16/1, Section 16, 46350 Petaling Jaya, Selangor, Malaysia (hereinafter
referred to as “The Principal”).

AND

P.T FUSION EXCEL (having its address at Jalan Menoawai I/20, Kebayoran Baru,
Jakarta Selatan, 12130 Indonesia) (hereinafter referred to as “The Licensee”)

WHEREAS :

1 The Principal is engaged in the business of Multi Level Marketing comprising

certain proprietary marks, confidential information, standards, techniques,
identifying schemes and materials, insignia, management methods and
operational procedures and had expended substantial and considerable time,
effort and money in the development and implementation of the same.

2 The Licensee desires to obtain the benefit provided by the Principal and the right
to operate the business system of the Principal upon the terms and subject to
the conditions set out below.

3 The Principal has established substantial good will in the said business and the
Licensee recognizes the benefit to be derived there from and acknowledges
the necessity of conforming to the high standards and uniform specification of
the business.

WHEREBY IT IS AGREED as follows :

1. In the interpretation of this Agreement except to the extent that such interpretation
shall be excluded by or be repugnant to the context when used herein:

1.1 “The Principal” shall include its successors and assigns of;

1.2 “The Licensee” shall include, if the Licensee is an individual, his

personal representative and permitted assigns, or if the Licensee is a
company, its permitted assigns and successors in title;
 1.3 “Premises” means the place operating a Service Centre with a meeting
area for 80 persons;

1.4 “OPP” means Business Opportunity Presentation conducted in the Service

Centre;

1.5 “PV” means Point Value, from which bonuses are paid;

1.6 “Territory” means Indonesia.

1.7 “Expiry date” means the date of expiry of the term granted pursuant to
Clause 11;

1.8 Words importing the singular or plural number shall be deemed to include
the plural or singular number respectively and words importing the
masculine gender only shall include the feminine or neuter gender and
vice versa as the case may require; and

1.9 Where two or more persons are included in the term “Licensee”, all
covenants, agreements, terms, conditions and restrictions shall be binding
on them jointly and each of them severally and shall also be binding on
their personal representatives and permitted assigns respectively, jointly
and severally.

2. Obligation of the Principal

2.1 Provide the following Licensee commission fees as described in

Schedule 3,

2.2 To have sufficient stock for Licensee to purchase;

2.3 Provide training to the Licensee from time to time.

3 Obligation of the Licensee

3.1 To provide a premise to operate a Service Centre;

3.2 To appoint other Service Centres in the Territory, using the Service Centre
Agreement as in Schedule 4;

3.3 To service other Service Centres in the Territory.

3.4 To provide basic equipment as described in Schedule I;

3.5 To obtain all necessary licenses and product registrations to operate the
business in the Territory;
 3.6 The Service Centres should be able to present “OPP” talks with the
materials provided by the Principal;

3.7 The Licensee are required to achieve the following sales conditions:

1st Quarter : Five Hundred (500) sets of package (3+2).

2nd Quarter : One Thousand (1,000) sets of package (3+2).
3rd Quarter : Two Thousand (2,000) sets of package (3+2).
4th Quarter : Five Thousand (5,000) sets of package (3+2).

3.8 Each Service Centre must maintain minimum sales of 8,000 PVs per
month;

3.9 The Licensee shall be solely responsible to pay and pick up stock from the
Principal’s office, and to arrange for courier and transportation of stock to
the Territory;

3.10 The Licensee shall be solely responsible for all customs duties and taxes in
the Territory.

4 Further obligation of the Licensee

4.1 To have sufficient stock on hand for sale to all Members, including
Service Centres, in the Territory;

4.2 Shall not lend stocks/goods to any Members which may cause a shortage
of stock for any other Members of the Principal;

4.3 Be prohibited to amend, reduce or increase the prices of the product and
must follow the prices of the products as stated in the price list provided
by the Principal;

4.4 Shall not recruit any Members from other groups;

4.5 Shall not reserve stock for any Member of his/her group;

4.6 Shall represent the Principal to convey and update the Members;

4.7 Shall not be directly or indirectly involved in any other Multi Level
Marketing company;

4.8 Shall attend all meetings organised by the Principal, which will be notified
in advance by mail;

5 As mutually agreed by both Parties, the Licensee shall pay all monies owed to the
Principal at the expiry of this Agreement.
6 The Principal shall have the right to access the Licensee and Service Centres
within the Territory, at any time on a routine basis for stock calculation purposes
and inspection of the facilities to ensure that they meet the Principal’s
requirements (paragraph 3 & 4)

7 The Principal shall not be bound by any oral representations or promises in

respect of the Licensee Agreement except as expressly set forth in this Agreement
with the object and intention that the whole of the Agreement between the
Principal and the Licensee shall be set forth herein and shall in no way be
modified by any oral discussions which may have proceeded the signing of this
Agreement and shall not be deemed to affect the rights and obligations of the
Parties under this Agreement in any way.

8 Any notice under this Agreement required to be served upon the Licensee shall be
sufficiently served if forwarded to the Licensee by pre-paid post or by hand to the
above registered address and any notice required to be served upon the Principal
shall be sufficiently served if sent to the Principal by pre-paid registered post or
by hand to the address as herein before set out or at the last known address. Any
notice sent by post shall be deemed to be given at the time when in due course of
post it would be delivered to the address to which it is sent.

9 All costs of and incidental to the preparation and completion of this Agreement
including stamp fees hereof shall be borne and paid by the Licensee forthwith.

10 The Principal agrees to grant to the Licensee the exclusive right to operate and
appoint FusionExcel Service Centres in Indonesia.

11 The Principal reserves the right to be able to appoint FusionExcel Service Centres
in the Territory. In such an event, the Licensee is still entitled to the commission
fees as described in Schedule 3.

12 This Agreement shall be valid for a period of 5 years, with further extensions to
be mutually agreed upon a written request by the Licensee.

13 The Principal agrees, upon receipt of a non-refundable purchase of Initial Stock,

to supply such stock and proprietary web-based operational systems to the
Licensee to enable the Licensee to commence operations (As described in
Schedule 2). All subsequent payments for stock orders are also non-refundable.

14 This Agreement shall be governed by and construed in accordance with the laws
of Malaysia.
IN WITNESS hereof the Principal and the Licensee hereto hereunto set their hands the
day and year first above written.

SIGNED for and on behalf of the )

Principal )
) _________________________________

Name :

Date :

In the presence of: )

)
) __________________________________

Name :

Date :

SIGNED for and on behalf of the )

Licensee ) __________________________________

Name : Don Leslie Smith

Date :

In the presence of: )

)
) ___________________________________

Name :

Date :
Schedule 1

Every Service Centre in the Territory shall have basic equipment comprising of:

 Telephone  Fax
 3 PCs  Printer
 Scanner  Internet account
 Digital camera  Projector (optional)

Schedule 2

Initial Payment
Initial stock purchase (upon signing) : RM200,000.00
Month three (3) from the date of the agreement : RM140,000.00
RM340,000.00

The above is refundable if the Direct Selling License is not out within three (3) months
from the date of this agreement.

Schedule 3

Country Licensee, Service Centre and Mobile Stockist Commission Fees

Country Service Mobile

Licensee Centre Stockist

All Products 15% PV 10% PV 5% PV

Note: The Commission Fees for the Service Centre and the Mobile Stockist comes out of
the Country Licensee’s Commission.

Note: All payments to be sent to the following account:

FusionExcel International Sdn Bhd: Maybank Account No 5140 5760 1323

Swift Code: MBBEMYKL514057601323
Schedule 4 (Till End)

FUSION EXCEL

SERVICE CENTRE

AGREEMENT
This Agreement made this __th day of ____________ 2007

BETWEEN

(having its address at

) (hereinafter referred to as “The Country Licensee”)

AND

(having its address at

(hereinafter referred as “The Service Centre”)

WHEREAS :

1 The Country Licensee is engaged in the business of Multi Level Marketing and
has the rights from FusionExcel.com to operate the business in ,
comprising certain proprietary marks, confidential information, standards,
techniques, identifying schemes and materials, insignia, management methods
and operational procedures.

2 The Service Centre desires to operate the business system of FusionExcel.com

upon the terms and subject to the conditions set out below.

3 The Service Centre recognizes the benefit to be derived there from and
acknowledges the necessity of conforming to the high standards and uniform
specification of the business.

WHEREBY IT IS AGREED as follows :

1. In the interpretation of this Agreement except to the extent that such interpretation
shall be excluded by or be repugnant to the context when used herein:

1.1 “The Country Licensee” shall include its successors and assigns of;

1.2 “The Service Centre” shall include, if the Service Centre is an individual,
his
personal representative and permitted assigns, or if the Service Centre is a
company, its permitted assigns and successors in title;
 1.3 “Premises” means the place operating the Service Centre with a meeting
area for 20-30 persons;

1.4 “OPP” means Business Opportunity Presentation conducted in the Service

Centre;

1.5 “PV” means Point Value, from which bonuses are paid;

1.6 “Territory” means ……. Post code

1.7 “Expiry date” means the date of expiry of the term granted pursuant to
Clause 12;

1.8 Words importing the singular or plural number shall be deemed to include
the plural or singular number respectively and words importing the
masculine gender only shall include the feminine or neuter gender and
vice versa as the case may require; and

1.10 Where two or more persons are included in the term “Service Centre”, all
covenants, agreements, terms, conditions and restrictions shall be binding
on them jointly and each of them severally and shall also be binding on
their personal representatives and permitted assigns respectively, jointly
and severally.

2. Obligation of the Country Licensee

2.1 Provide the following Service Centre commission fees as described in

Schedule 3:

2.1.1 10% of PV on Products sold by the Service Centre;

2.2 To have sufficient stock for Service Centre to purchase;

2.3 Provide training to the Service Centre from time to time.

3. Obligation of the Service Centre

To provide a premise to operate the Service Centre within 45 days from the date of this
Agreement. In the event of termination of this Agreement due to the Service Centre not
being opened within 45 days from the date of this Agreement, all Stockist Commission
Fees earned by the Service Centre up to that point will be payable to the Country
Licensee;

To provide basic equipment as described in Schedule I;

The Service Centre should be able to present “OPP” talks with the materials provided by
the Country Licensee;

The Service Centre must maintain minimum sales 8,000 PVs per month.

4 Further obligation of the Service Centre

To have sufficient stock on hand for sale to all Members in the Territory;

Shall not lend stocks/goods to any Members which may cause a shortage of stock for any
other Members of FusionExcel.com;

Be prohibited to amend, reduce or increase the prices of the product and must follow the
prices of the products as stated in the price list provided by the Country Licensee;

Shall not recruit any Members from other groups;

Shall not reserve stock for any Member of his/her group;

Shall represent the Country Licensee to convey and update the Members;

Shall not be directly or indirectly involved in any other Multi Level Marketing company;

Shall attend all Service Centre meetings organised by the Country Licensee, which will
be notified in advance by mail;

5 As mutually agreed by both Parties, the Service Centre shall pay all monies owed
to the Country Licensee at the expiry of this Agreement.

6 The Country Licensee shall have the right to access the Service Centre at any time
on a routine basis for stock calculation purposes and inspection of the facilities to
ensure that they meet the Country Licensee’s requirements (paragraph 3 & 4)

7 The Country Licensee shall not be bound by any oral representations or promises
in respect of the Service Centre Agreement except as expressly set forth in this
Agreement with the object and intention that the whole of the Agreement between
the Country Licensee and the Service Centre shall be set forth herein and shall in
no way be modified by any oral discussions which may have proceeded the
signing of this Agreement and shall not be deemed to affect the rights and
obligations of the Parties under this Agreement in any way.

8 Any notice under this Agreement required to be served upon the Service Centre
shall be sufficiently served if forwarded to the Service Centre by pre-paid post or
by hand to the above registered address and any notice required to be served upon
the Country Licensee shall be sufficiently served if sent to the Country Licensee
by pre-paid registered post or by hand to the address as herein before set out or at
the last known address. Any notice sent by post shall be deemed to be given at the
time when in due course of post it would be delivered to the address to which it is
 sent.

9 All costs of and incidental to the preparation and completion of this Agreement
including stamp fees hereof shall be borne and paid by the Service Centre
forthwith.

10 The Country Licensee agrees to grant to the Service Centre the right to operate a
FusionExcel Service Centre in _________.

11 The Service Centre may transfer its rights and obligations under this Agreement
to a third party, if mutually agreeable between the Service Centre and the Country
Licensee.

12 This Agreement shall be valid for a period of 5 years, with further extensions to
be mutually agreed upon a written request by the Service Centre.

13 The Country Licensee agrees, upon receipt of a non-refundable payment for the
purchase of initial stock, to supply such stock to the Service Centre to enable the
Service Centre to commence operations (As described in Schedule 2). All
subsequent payments for stock orders are also non-refundable.

14 This Agreement shall be governed by and construed in accordance with the laws
of .
IN WITNESS hereof the Country Licensee and the Service Centre hereto hereunto set
their hands the day and year first above written.

SIGNED for and on behalf of the )

Country Licensee )
) _________________________________

Name :

Date :

In the presence of: )

)
) __________________________________

Name :

Date :

SIGNED for and on behalf of the )

Service Centre ) __________________________________

Name :

Date :

In the presence of: )

)
) ___________________________________

Name :

Date :
Schedule 1

Basic Equipment comprises of:

 Telephone  Fax
 3 PCs  Printer
 Scanner  Internet account
 Digital camera  Projector (optional)

Schedule 2

Initial Service Centre Stock

Initial Non-Refundable Stock Purchase USD 5,000

Schedule 3

Service Centre and Mobile Stockist Commission Fees

Service Centre Mobile Stockist

Products Sold 10% PV 5% PV

at Service Centre

Note: The Commission Fees for the Mobile Stockist comes out of the Service Centre’s
Commission.