FamilyLearn Personal Historian Representative Agreement

1. 'Company' means FamilyLearn, Inc. The 'FamilyLearn Personal Historian Representative' means you.

YOUR OBLIGATIONS TO THE COMPANY

2. You agree regularly to advise on, promote and sell the Company's products and services to the best of your ability.

3 You will comply with all reasonable directions given to you by the Company in relation to the conduct of your business as a FamilyLearn Personal Historian Representative and act in the Company's best interests at all times. In particular you will comply with the following obligations:

(3.1) You will conduct your business in an ethical and honest manner, and do nothing which may harm or damage the reputation of that business or the Company, or bring the Company into disrepute.

(3.2) You will not assign or transfer or share in whole or in part your business as a FamilyLearn Personal Historian Representative or any right or obligation under this Agreement (which is personal to you) with any other person, firm or company, without the Company's prior written consent. You will conduct, control and be personally responsible for your business as a MemoryPress Representative.

(3.3) You will not sell the Company's products through or to any retail outlet.

(3.4) You will not make claims for the Company's products or business which are not set out in (or are inconsistent with) the Company's literature or directions.

(3.5) You will adhere to the rules and policies for advertising the Company's products and business and all laws relating to your business as a MemoryPress Representative and to the promotion and sale of products supplied by the Company.

(3.6) You will comply with all instructions given by the Company and all the provisions published at http://professional.familylearn.com as amended by the Company in writing from time to time, as if they were incorporated in this Agreement.

(3.7) You agree not to pledge the credit of the Company for any reason and not to commit the Company to any obligation or liability.

(3.8) In order to understand the product, you agree to complete a book on MemoryPress for a family member, client or friend yourself.

(3.9) You agree to consult with at least 3 people within one year to maintain your certification. Otherwise, your certification will be terminated.

4 You may introduce others as prospective FamilyLearn Personal Historian Representatives in accordance with the procedures set out at http://professional.familylearn.com.

5 You will be a self-employed independent contractor and not an employee, representative or agent of the Company or of any other FamilyLearn Personal Historian Representative.

6 You will not enter into any contract as an agent for the Company without the Company's express prior written consent.

7 You will be solely and personally responsible for all levies and taxes on income you earn as a FamilyLearn Personal Historian Representative, including Value Added Tax (where applicable) and National Insurance contributions and you hereby indemnify the Company in that respect.

8 Your business as a FamilyLearn Personal Historian Representative will in every respect be independent of the Company's business and of any other business and you will conduct it as such.

THE COMPANY'S OBLIGATIONS TO YOU

9 The Company will provide you products and services that will help you grow and manage your business. The Company will also provide you with a sales website to which you can direct all your customers.

10 The Company agrees to allow you to deduct and keep commission at the current prevailing rate from the sales value of all your orders, and to pay commissions in accordance with the currently published commission plan.

11 The Company agrees to provide product and marketing knowledge to enable you to provide a quality service to customers and find new clients.

NOTICE

12 This Agreement may be terminated immediately by either party if either party commits a material breach of its obligations to the other or if you do anything which in the opinion of the Company is prejudicial to the Company's interests. Either party may otherwise terminate this Agreement by giving to the other not less than 14 days written notice. You may not rejoin the company within six months of terminating your agreement.

GENERAL

13 This Agreement shall become binding on both parties immediately upon acceptance of the Agreement.

14 FamilyLearn Personal Historian Representative agrees to indemnify and hold harmless Company from any and all claims, losses, damages, costs and expenses (including attorney's fees) and injury arising from or related to FamilyLearn Personal Historian Representative's performance under this agreement.

15 This Agreement shall be subject to United States law and to the exclusive jurisdiction of the United States courts. This Agreement shall be construed and enforced according to laws of the State of Utah.

16 The Company reserves the right to refuse any application to be a FamilyLearn Personal Historian Representative.