MASTER REPRESENTATIVE AGREEMENT

1.

JARVIS is one of the founders of ZURVITA’s predecessor.  As a founder, JARVIS assisted in (a) the development of ZURVITA’s business, marketing and compensation plans (the “ Services ”), (b) the recruitment of individuals to become independent representatives, and (c) the selection of the products and services be sold by ZURVITA.

2.

As compensation, JARVIS was designated as an independent representative, holding the “Master Representative” position with ZURVITA.

3.

Given new organizational structure of ZURVITA, and mindful of her contribution to ZURVITA, ZURVITA wishes to re-structure JARVIS’ compensation to compensate JARVIS in a manner consistent with her valuable contributions.

4.

ZURVITA and JARVIS desire to memorialize the understanding with respect to JARVIS’ compensation from ZURVITA.

1.

Relationship .  JARVIS shall be designated as the ZURVITA “Master Representative” and directly sponsored by ZURVITA.  All existing and future independent representatives of ZURVITA shall be in her downline and placed underneath Jarvis in ZURVITA’s genealogy structure (the “ Zurvita Downline ”).  Jarvis will be automatically qualified as Master Representative of ZURVITA.  Jarvis, as a Master Representative, will be exempt from having to initially and continuously qualify for any such independent representative position by means of maintaining certain sales volumes, sponsoring a certain number of new independent representative, or otherwise.

2.

Compensation .  As sole compensation (the “ Compensation ”) for her Services, JARVIS shall receive commissions based on her position in the Zurvita Downline, for the sale of Commissionable Products, as defined herein, by Independent Representatives, as defined herein, as documented in the ZURVITA Genealogy Commission Table (“Commission Table”), attached hereto.  The JARVIS Compensation  detailed on the Commission Table shall not be reduced absent mutual agreement of JARVIS and ZURVITA.  New product additions to the Commission Table, and attendant proposals regarding the setting of commission levels, shall be reviewed and approved by the Managing Co-CEO and/or Board of Directors.

(a)

“Commissionable Products” means any product or service sold by the ZURVITA or its successors or assigns, regardless of brand or market, now in existence or developed in the future, sold by Independent Representatives and on which Independent Representatives are paid commissions.  Promotional, marketing, and sample products sold by ZURVITA are not considered Commissionable Products.

(b)

“Independent Representative” means any individual or independent business operator contracted with ZURVITA for the purpose of selling Commissionable Products on behalf of ZURVITA as an Independent Representative.  “Independent Representative shall not mean ZURVITA employees or third party marketers contracted by ZURVITA and shall not include ZURVITA employees or third party marketers.

3.

Term .  This Agreement shall be effective as of the Effective Date and shall continue so long as ZURVITA and its successors or assigns sell Commissionable Products through Independent Representatives.  The obligation to pay JARVIS the Compensation shall not terminate except as expressly set forth herein.

4.

Responsibility for Taxes .  JARVIS is solely responsible for the payment of all applicable federal, state and local income, unemployment, social security and other taxes and federal, state and local registration and license requirements and fees attributable to JARVIS' and earnings under this Agreement.

5.

Independent Contractor Status .  JARVIS is an independent contractor and not an employee of ZURVITA.  JARVIS shall not be treated as an employee of ZURVITA for federal or state tax purposes, or with regard to workmen's compensation, any state unemployment act, or any other federal, state or local statute, ordinance, rule or regulation.  Nothing in this Agreement shall be deemed to restrict in any way the right of JARVIS to conduct any other business or other activity whatsoever.

6.

Assignability .  This Agreement may not be transferred or assigned by a party without the prior written approval of the other party and shall be binding on any permitted successors or assigns.

7.

Venue/Governing Law .  This Agreement shall be governed by the laws of Broward County in the State of Florida, which shall have exclusive jurisdiction over, and shall be the venue for, any claims or disputes arising from the subject matter contained herein without regard to any conflict of laws provision.

8.

Notice .  Except as expressly set forth herein, 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 telecopy (if confirmed in writing sent by registered or certified mail, postage prepaid, return receipt requested), by personal service or overnight delivery service, or by registered or certified mail, postage prepaid, return receipt requested to the following address: