OVERVIEW COMPENSATION PLAN - U.S.A.

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OVERVIEW COMPENSATION PLAN - U.S.A. WorldVentures, LLC Effective from February 9, 04 - March 7, 04

WorldVentures has designed our Compensation Plan to reward Independent Sales Representatives for () successfully selling WorldVentures travel products and () successfully building sales organizations by recruiting, training, and motivating others to do the same. ORGANIZATIONAL STRUCTURE Lineage Organization A Representative s Lineage Organization comes from those whom the Representative personally recruited and whom they in turn personally recruited. A Representative s Lineage Organization includes Representatives and added through direct line of sponsorship. (See Fig.) Binary Organization The Binary Organization is built on twos. Each Representative has a left side and a right side and may be related to only one Representative on each side. It looks like the example in figure. Fig. A Representative may have Representatives in his/her Binary Tree who are not in his/her Lineage because of Spillover. These Representatives are a part of his/her Binary Organization, but they are not a part of his/her Lineage Organization. who are NOT Representatives are listed separately and are NOT displayed in the Binary organization. Fig. PRODUCT PRICING & SALES CREDITS PRODUCTS INITIAL MONTHLY Customer Pays Sales Credits Customer Pays Sales Credits DreamTrips Membership $99.95 $6.99 DreamTrips Life Membership $99.99 $54.99 International DreamTrips Life Membership $99.99 $49.98 Luxury DreamTrips Membership $999.99 $99.99 DreamTrips U Membership $99.99 0.5 $0.99 COMMISSIONS & BONUSES - See Detailed Compensation Plan for full rules and limitations Weekly Bonuses WorldVentures Representatives earn Weekly Bonuses based on the initial product sales generated by their entire Binary Organization. The Representative accumulates sales credits based on the initial product purchase each Customer makes. $50 Direct Commission One cycle is generated for every three sales credits on the left side that match up with three sales credits on the right side of the Representative s Binary Organization. Each Weekly Bonus cycle pays up to $00. Every sixth Weekly cycle pays $00 Travel in lieu of the $00 Cycle Bonus. Left x x $00 All new Representatives will earn double cycles for their first eight (8) full weekly pay periods from the time of enrollment. This will result in $00 Cycle Bonuses and awards of 00 Travel. Additionally, regardless of enrollment date, in the event that a Representative earns three () or more cycles in a single weekly pay period, up to four (4) Cycle Bonuses paid out that week will be doubled.

Monthly Residual Commissions WorldVentures Representatives at the Senior Representative or higher rank earn Monthly Residual Commissions based on the monthly billing generated by their entire Binary Organization. The Representative accumulates sales credits based on the monthly fees each Customer pays. (See chart Product Pricing & Sales Credits) One cycle is generated for every three () sales credits on the left side that match up with three sales credits on the right side of the Representative s Binary Organization. Each Monthly Bonus cycle pays up to $0*. Left $0 x x *Once a Senior Representative achieves the rank of, the value of each cycle increases to $5. Personal Sales Bonus When a Representative personally sponsors three () new DreamTrips, DreamTrips Life, or Luxury DreamTrips within a rolling 8 day period or less, he/she will earn a $00 Personal Sales Bonus. When a Representative personally sponsors three () new DreamTrips U within a rolling 8 day period or less, he/she will earn a $50 Personal Sales Bonus. If a Representative achieves additional sets of three () new during the same rolling 8 day period, he/she will earn additional Personal Sales Bonuses at a higher rate of $50 per subsequent set of three () new DreamTrips, DreamTrips Life and Luxury DreamTrips and $75 per subsequent set of three () new DreamTrips U. Every time three () new are sponsored, the Representative will earn a bonus, including blended sets of any of three () DreamTrips, DreamTrips Life, Luxury DreamTrips and DreamTrips U. New count toward a Personal Sales Bonus for 8 days. Bonus When a new Representative achieves the rank within twelve () full weekly pay periods, he/she will earn $5,000. The Bonus is limited to $500 for College/Young Professional Representatives. Moreover, where the requirements to qualify for the Bonus are satisfied by 50% or more from DTU sales credits the Bonus is limited to $500. DreamCar Bonus When a Representative achieves the Regional level, WorldVentures pays them up to $,000 monthly as a DreamCar Bonus. This bonus increases to up to $,500 monthly when he or she reaches International. The DreamCar Bonus supersedes the Wings & Wheels Car Bonus. DreamHome Bonus WorldVentures pays Representatives who achieve the International level a DreamHome Bonus of up to $,000 monthly. Training Training can be redeemed toward the price of many of WorldVentures training events. Personal Sales Bonus $00 Within 4 weekly pay periods Travel Travel may be redeemed only through the Company and are designed to reward Representatives by covering some or all of the costs of their travel experiences. WINGS & WHEELS Get Your Wings! - When you sponsor four new customers and become qualified to start earning commissions. Get Your Wheels! - By helping as few as four people qualify for their Wings and generate at least $5,000 in sales volume in your lineage organization, you ll qualify to receive the Wings & Wheels Car Bonus to put toward a silver BMW! NOTE: See Detailed Compensation Plan for full Wings & Wheels Program details.

PROMOTIONAL LEVELS Enrolled Rep (ER) Requirements Entry-Level position; Representative who has enrolled, but is not Active. Active Rep (AR) Customer Requirement Active RBS Commissions & Bonuses Commissions & Bonuses ACTIVE STATUS REQUIREMENT WorldVentures Representatives must be Active to be eligible to accumulate sales credit or to earn most commissions and bonuses. A Representative becomes/remains Active by paying his/her monthly RBS fee. Once the Representative becomes Active, he/she begins to accumulate sales credit toward earning commissions and bonuses. For full description and limitations please see Detailed Compensation Plan. Qualified Rep (Q) Four (4) Product Sales to NONE NONE Travel subject to the $,000 maximum WAIVED MONTHLY FEES - See Detailed Compensation Plan for full rules and limitations Upon obtaining Qualified status, the Representative s monthly Product fee(s), as well as his/her RBS fee, will be waived. Senior Rep (SR) x 0 x 0 NONE NONE Monthly Residual Commissions, $0/cycle ($500 Travel subject to the $,000 maximum (DIR) x 90 x 90 40 Active No more than ninety (90) counted from any one line. NONE Monthly Residual Commissions, $5/cycle ($,000 Travel, subject to the $,000 maximum 4

(MD) WORLDVENTURES COMPENSATION PLAN - extended overview Regional (RMD) $6,750 cumulatively $,50/month average National (NMD) $5,750 cumulatively $5,50/month average Regional 400 Active No more than two hundred (00) counted from any one line. 900 Active No more than three hundred (00) counted from any one line.,800 Active No more than six hundred (600) counted from any one line. $,500 cumulatively $0,500/month average Weekly Bonuses ($5,000 Weekly maximum) Monthly Residual Commissions, $5/cycle ($5,000 Travel subject to the $5,000 maximum Weekly Bonuses ($0,000 Weekly maximum) Monthly Residual Commissions, $5/cycle ($0,000 Travel subject to the $0,000 maximum $,000 DreamCar Bonus Monthly maximum Weekly Bonuses ($0,000 Weekly maximum) Monthly Residual Commissions, $5/cycle ($0,000 Travel subject to the $0,000 maximum $,000 for DreamCar Monthly maximum International (IMD) National,000 Active No more than one thousand (,000) counted from any one line. $56,50 cumulatively $8,750/month average Direct Commissions Weekly Bonuses ($5,000 Weekly maximum) Monthly Residual Commissions, $5/cycle ($50,000 Travel subject to the $5,000 maximum $,500 DreamCar Bonus Monthly maximum $,000 DreamHome Bonus Monthly maximum WorldVentures LLC 560 Legacy Dr, Plano TX, 7504 5