<PAGE>   1
                        ROYAL BODYCARE MEMBER AGREEMENT

AGREEMENT between the above-named Applicant (hereafter APPLICANT) and the ROYAL 
BODYCARE, INC. (thereafter COMPANY) effective under the terms and conditions 
below:

1.   APPLICANT hereby applies for authorization as a Member in COMPANY'S
     independent Member program and certifies that Applicant is of legal age in
     the state in which Applicant resides. For a period of 30 days from the
     mailing of this Application, or until such time as COMPANY notifies
     APPLICANT of this Application's acceptance or rejection. APPLICANT is
     provisionally authorized as a Member and granted the rights to sell company
     products. COMPANY reserves the right to accept or reject any application
     for any reason.

2.   Upon acceptance as a Member by COMPANY, APPLICANT is authorized as a Member
     for a period of 12 months. There is no annual renewal fee, however, if you
     do not order product from COMPANY for a period of 12 months, you will be
     automatically removed from active Member status and you must reapply if you
     wish to rejoin COMPANY.

3.   APPLICANT has read, understands, and agrees to be bound by the terms of
     this Agreement which includes all rules, policies, procedures and
     compensation programs of COMPANY as set forth in official COMPANY
     literature, which are hereby incorporated and made part of this Agreement
     in their current form and as they may be amended through COMPANY'S official
     amendment process.

4.   APPLICANT is an independent contractor under the terms of this Agreement,
     and not an agent, employee or legal representative of his/her sponsor or
     COMPANY, and will in no way represent him/herself as such. APPLICANT
     will not be treated as an employee in regard to any laws covering
     employees, including but not limited to the Federal Insurance
     Contributions Act, the Social Security Act, the Federal Unemployment Tax
     Act, income tax withholding at source, or for any federal or state tax
     laws.

5.   Applicant will not produce, promote, or use materials of any kind
     describing COMPANY's names, programs, products, and trademarked,
     copyrighted or otherwise protected materials if such materials are not
     obtained from or approved of in writing by COMPANY.

6.   APPLICANT will explain COMPANY's programs honestly and completely when
     presenting them to others. APPLICANT understands and will make clear in any
     presentation the following: that no amount of earnings are guaranteed by
     COMPANY or its programs; no Member will earn money solely for sponsoring;
     no specific amount of product must be purchased at any level; retail
     selling is a requirement and that there are no exclusive territories for
     Members in the program, and Applicant certifies that none of the preceding
     claims or representations have been made to Applicant. Neither the
     execution nor acceptance of this Agreement constitutes the sale of a
     security or a franchise.

7.   APPLICANT is responsible for all of his/her own income, sales, social
     security, unemployment, and any other taxes, licenses, and fees of any
     kind.

8.   APPLICANT must offer all of its retail customers a full money-back
     guarantee of all products. As a Member, APPLICANT has the responsibility to
     refund the purchase price of any product that fails to fully satisfy any of
     your own retail customers within 30 days of purchase. If this happens the
     COMPANY will promptly replace any products returned to APPLICANT upon
     receipt by COMPANY of the completed Consumer Product Return Form and the
     returned product.

9.   Any sale of assignment of this Member Agreement must be approved of in
     writing by COMPANY. Successors in interest of assigns must comply with all
     program requirements.

10.  APPLICANT certifies purchase of COMPANY's official Member kit as evidenced
     by the proof of purchase seal affixed hereto, or the current cost of kit
     which is included with this application. (kit to be sent to APPLICANT by
     COMPANY).

11.  The signature(s) on this Agreement agree(s) that he/she/they is/are
     authorized to bind APPLICANT.

12.  Venue and jurisdiction for any action pertaining to this Agreement of any
     disagreement or claim between the parties hereto shall be in the State of
     Texas. This Agreement shall be governed by the laws of the State of Texas.
     Applicant understands and agrees that except as set forth in the Policies
     and Procedures, all claims and disputes relating to this Agreement, the
     rights and obligations of the parties or any other claims or causes of
     actions relating to the performance of either party under this Agreement
     and/or Applicant's purchase of products shall be settled totally and
     finally by arbitration in the City of Dallas, State of Texas in accordance
     with the Federal Arbitration Act and the Commercial Rules of the American
     Arbitration Association. This Agreement is performable in Dallas County,
     Texas.

13.  Any and all costs, including attorney's fees, incurred by COMPANY as a
     result of any violation of this Agreement of any other dispute between the
     parties hereto shall be borne by APPLICANT. In the event that this
     Agreement at any time, for any reason is determined to be voided or
     superceded, the provisions of this paragraph shall survive.

14.  THE APPLICANT SHALL BE ENTITLED TO CANCEL PARTICIPATION IN THE MARKETING
     PROGRAM AT ANY TIME AND FOR ANY REASON UPON NOTICE TO THE COMPANY. UPON
     NOTIFICATION OF CANCELLATION OR TERMINATION, THE COMPANY WILL REPURCHASE
     INVENTORY IN ACCORDANCE WITH ITS POLICIES AS STATED IN THE COMPANY'S
     POLICIES AND PROCEDURES.

15.  The COMPANY reserves the right to terminate any Membership for cause.

16.  No purchase or investment is necessary to become a COMPANY Member other
     than the purchase of the Member kit which is sold "at COMPANY cost". The
     Member kit is mandatory except in those states where prohibited by law.

17.  This Agreement constitutes the entire agreement between the APPLICANT and
     the COMPANY and no other additional promises, representations, guarantees
     or agreements of any kind shall be valid unless in writing. APPLICANT
     agrees to indemnify and hold the COMPANY harmless against any claim, costs,
     damages, losses, liabilities and expenses (including attorney's fees)
     arising from or connected with, directly, any breach of this Agreement, the
     Policies and Procedures or other conduct by APPLICANT, APPLICANT's agent or
     employee.

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BY RETURNING THIS SIGNED FORM (REVERSE) TO ROYAL BODYCARE, I INDICATE THAT I 
HAVE READ, UNDERSTOOD AND WILLINGLY ACCEPT THE TERMS AND CONDITIONS OF THIS 
AGREEMENT.

<PAGE>   2
MEMBER POLICIES

     Royal BodyCare has established the following policies and procedures to 
help guide the efficient and ethical operation of an RBC home based business.

CODE OF ETHICS

Royal BodyCare Members agree to conduct their business in an ethical and 
professional manner at all times. They will encourage all members in their 
sales organizations to abide by the letter and spirit of this code.

BECOMING A MEMBER

An applicant accepted into the Royal BodyCare (also referred to as RBC or the
Company) business is called a "Member." Any person having reached the legal age
in the state in which he or she resides is eligible to become an RBC Member.
Certain requirements must first be met: 
     
     1. The applicant's completed original Member Application and Agreement Form
     has been received and approved by the RBC Home Office. Faxes or photocopies
     will be accepted. A signed Member Application and Agreement Form must be
     received at the RBC Home Office within seven days of becoming a Member. If
     a signed Member Application and Agreement Form is not received within seven
     days, RBC reserves the right to terminate the membership. It is the
     responsibility of the sponsoring Member to cause delivery to the Company of
     a completed and signed Member Application and Agreement Form if the sponsor
     is to expect recognition as the official sponsoring Member.

     2. The Application must be accompanied by the purchase of a new Member's
     Kit. The purchase price is not a service or franchise fee; it is for the
     purpose of providing educational and business materials required for an
     independent Member of RBC. No product purchase by the Member is required.
     RBC reserves the right to refuse any Member Application and Agreement Form
     and to accept or reject anyone as a Member.

MEMBER AS INDEPENDENT CONTRACTOR

The Member is an independent contractor and is not an agent of, or authorized 
in any way to represent, the Company. All expenses incurred by the Member 
including taxes and insurance are the Member's sole responsibility.

MEMBER RIGHTS

Members are authorized to sell RBC products and services, participate in the 
Compensation Plan, and sponsor new Members into the RBC business anywhere 
within the United States and the other countries in which the Company does 
business.

INTERNATIONAL SPONSORING

One of the benefits of becoming an RBC Member is the ability to sponsor Members 
in foreign countries and earn bonuses based on the activity of the Directors in 
the designated foreign countries. To be eligible for Downline bonuses, you must 
be a Director in your home country and have signed an International Member 
Sponsoring Agreement and have paid the applicable fee. Once you are eligible 
to earn Director Override bonuses on your Downline in a foreign country, your 
earnings will be based on the Compensation Plan in the foreign country as long 
as you have qualified your membership in your personal home country. Please 
note that foreign countries have their own rules on taxation, including 
withholding requirements. You will need to inquire about how this is handled 
for each country in which you are registered.

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                                                    (C)1999 Royal BodyCare, Inc.
POLICIES & PROCEDURES 

<PAGE>   3
SOCIAL SECURITY NUMBER

All Members are required by federal law to obtain a social security number or a 
federal business ID number. All Members must also have one on file at the RBC 
Home Office.

SALES AND USE TAXES

RBC products, promotional materials, and shipping charges are subject to various
sales and use taxes by local, county and state government agencies in the
locations in which the Member does business. RBC will collect and pay these
taxes where applicable for each Member if the Member does not have a resale tax
certificate or equivalent certificate showing tax exempt status on file at the
RBC Home Office. This service will be provided free of charge to the Member.
When a copy of the tax exempt certificate is on file at RBC, the Member will no
longer be charged sales tax on product ordered from RBC, however the Member will
be solely liable for payment of all applicable sales taxes to the respective
government agencies. Each Member is responsible for knowing the laws and
regulations of conducting business in his or her state and is liable for failure
to comply.

INCOME TAXES

All Members are responsible for paying local, state and federal taxes due on 
earnings from commissions or any other earnings generated as a seller of RBC 
products. At the end of each calendar year, RBC will issue IRS Form 1099 as 
required by federal statutes governing the United States. RBC is not required 
to issue 1099s to corporations.

LEGAL COMPLIANCE

Every Member shall comply with all federal, state and local statutes and 
regulations relating to the operation of his or her business. Failure to do so 
could result in the termination of the membership.

ANNUAL RENEWAL OF MEMBERSHIP

You may enjoy your membership status for a period of 12 months from the month 
your Member Application and Agreement Form was accepted by us. There is no 
annual renewal fee, however, if you do not order products from RBC for a period 
of 12 months, then you will automatically be removed from active status in the 
computer, and you must reapply if you desire to rejoin RBC.

     Within the first six months of termination, any Member removed from the 
Company for failure to renew their annual membership, may sign up again as an 
RBC Member by signing under their original Sponsor or with the first upline 
Member in their organization--in the event that their sponsor is no longer an 
RBC Member. By re-signing, they start anew as a Member with no downline 
organization.

     Six months after your Membership has been terminated, you have the option 
of sponsoring under anyone as a new Member.

SINGLE MEMBERSHIP

You may have only one membership in RBC. You may neither own any other RBC 
membership, either individually or jointly, nor may you participate as a 
partner, owner, stockholder, trustee, director or association member in another 
RBC membership without written consent from RBC. However, a membership may be 
owned by more than one individual.

     Only one membership is allowed for married couples and their dependent 
children.

     If two RBC Members have been independently operating their RBC businesses 
and decide to marry each other, then they have several options:

A. If their memberships are in separate downline organizations, they have the 
option of:
     
     1) resigning one membership and merging it into the other, or

     2) operating their businesses separately.

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(C)1999 Royal BodyCare, Inc.
                                                           POLICIES & PROCEDURES
<PAGE>   4
B. If their memberships are in the same downline organization they have the
option of:

     1) merging their two memberships into the higher Membership in the
sponsorship chain, or

     2) operating their businesses separately. In order to operate their
business separately, they must get the written approval of their three upline
Directors.

     When a couple sharing a membership divorces or separates, RBC will continue
to pay bonus checks as before the divorce or separation until it receives
written notice signed and notarized by both parties, specifying how future bonus
checks are to be paid.

CORPORATIONS AND PARTNERSHIPS

Corporations and partnerships may become RBC Members by submitting a Member 
Application and Agreement Form which contains their federal business ID number 
and is signed by its president or managing partner. RBC will recognize up to 
two members of the corporation or partnerships as its representatives.

     RBC will not recognize limited partnerships or corporations where private
or undisclosed investors are involved. When writing the company name, please
limit the number of characters to 21 (including letters, slashes and spaces).

     RBC will recognize the dissolution of a partnership or corporation upon the
receipt of a signed, notarized agreement by all interested parties or upon the
receipt of a court order.

PAYMENT OF COMMISSIONS, REBATES, AND BONUSES

A.   Monthly Bonuses are typically mailed out on the 14th of the following month
     or on the first business day thereafter.

B.   You must report any discrepancies within fifteen (15) days.

C.   Account Maintenance Fee. Only Members with earnings will be assessed a fee,
     and that fee will never be more than 10% of the check amount. The rate
     chart is as follows:

<TABLE>
<CAPTION>
RANK AT BEGINNING OF THE MONTH                    FEE
<S>                                               <C>
DIRECTOR & BELOW                                  $ 1
SILVER DIRECTOR                                   $ 2
GOLD DIRECTOR                                     $ 4
EMERALD DIRECTOR                                  $ 6
DIAMOND DIRECTOR                                  $ 8
CROWN DIRECTOR                                    $10
</TABLE>

CONFIDENTIAL INFORMATION

During the term of the Agreement, RBC may supply confidential information to 
you, including, but not limited to, customer or Member lists, business reports, 
financial, manufacturing or supplier information, product formulas, commissions 
or sales reports or other information which RBC may designate as confidential. 
You have acknowledged that upon receipt of such information that the 
information is proprietary and confidential to RBC and was transmitted to you 
in strictest confidence. You will keep the information confidential and shall 
not disclose, publish, sell or license such information to any third party, 
directly or indirectly, nor will you use the information to compete with RBC 
directly or indirectly. Upon expiration, non renewal or termination of the 
Agreement, you will promptly return to RBC all such confidential information. 
This covenant shall survive expiration or termination of the Agreement.

     RBC's business relationships with its manufacturers and suppliers are
confidential. You shall not contact, directly or indirectly, or communicate with
any representative of any RBC supplier or manufacturer except at an
RBC-sponsored event at which the representative is present at the request of
RBC.

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                                                    (C)1999 Royal BodyCare, Inc.
POLICIES & PROCEDURES
<PAGE>   5
ENFORCEMENT OF RULES

Members aware of the other members violating any of the Policies and Procedures 
should inform the members of the violation and the reason for the rule. Most 
violations are due to a lack of information. If the Member continues to violate 
the rule, then  the Home Office should be notified. Any disciplinary decision 
by the Home Office will be final.

AMENDMENTS TO POLICIES & PROCEDURES

The Company reserves the right to amend or modify these Policies & Procedures, 
the Compensation Plan and the Member Application and Agreement from time to 
time, upon notice to the member, and the member agrees to abide by all such 
amendments or modifications may appear in the Winner's Word or in other 
publications of the Company.

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A WELL-TRAINED AND WELL-SERVICED DOWNLINE IS THE FOUNDATION OF YOUR BUSINESS. 
IT IS THE DIFFERENCE BETWEEN REALIZING YOUR GOALS AND WONDERING WHY YOU ARE NOT 
ACHIEVING WHAT YOU HAD HOPED FOR.

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RESPONSIBILITIES OF SPONSORS

Becoming an RBC member entitles you to sponsor other Members. Sponsors are 
responsible for:

A.   Providing leadership to their members. It is important to introduce your
     members to the RBC products, Compensation Plan, and Policies & Procedures.
     Concentrate on what they need to know to complete a sale and to properly
     fill out order forms. Take your new Members on a few calls so they can see
     how you handle prospects and deal with customers. Stay in close contact
     with all your new Members to make sure that your training is effective.

B.   Conducting periodic product and sales meetings to train and motivate your
     Members. You should give the meetings yourself or have another active
     Member conduct the meetings. Members that are not located in as area where
     there are enough Members to warrant holding a meeting should be trained by
     frequent mail and telephone contact.

C.   Training, motivating and supplying product to your Members.

D.   Keeping accurate sponsorship and business records.

E.   Understanding Company policies. Sponsors must stay informed of any new
     Company policies and review these with their Members to make sure they
     understand them. A well-trained and well-serviced downline organization is
     the foundation of your business. It is the difference between realizing
     your goals and wondering why you are not achieving what you had hoped for.
     Training and servicing your downline Members are such vital
     responsibilities that not meeting these obligations, either personally or
     by making adequate alternative arrangements, can result in the loss of a
     membership. 
          If you are unable to train your members, you should make arrangements
     with your upline Sponsor or some other active Member to do the training and
     support work in consideration for a portion of your monthly bonus check.


SPONSORING OTHER MEMBERS

If several Members contact the same person, the Member who the prospective 
Member first chooses to sponsor under will be deemed the Sponsor. The company 
reserves the right to settle all disputes and its decision will be final. 

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(C)1999 Royal BodyCare, Inc.
                                                           POLICIES & PROCEDURES
<PAGE>   6
     TRANSFERRING SPONSORS

     RBC does not encourage the policy of Member transfers because it can lead
     to a weakening of the network marketing structure.

          Transfers will generally be approved in three circumstances only:

     1)   In the case of unethical sponsoring by the original sponsor. In such
     cases, the Company will be the final authority.

     2)   With the written approval of upline sponsors and the Home Office:

NEW MEMBERS (1ST 60 DAYS)

Sponsors may transfer a new Member to any Member in his or her downline 
organization as long as the Member being transferred has been an RBC Member for 
60 days or less.

MEMBER RANKS

The transfer of a Member who has not yet achieved Director rank and has been an 
RBC Member for more than 60 days requires the written approval of all sponsors 
who are directly upline of the transferring Member up to and including the 1st 
upline Director.

DIRECTOR RANKS

The transfer of a Member who has attained the rank of Director requires the 
written approval of the six upline Directors. If the Member or Director is also 
requesting the transfer of his or her downline, then they must list the names 
of the Members they wish to transfer.

     3)   Resigning from the Company entirely and waiting six months to reapply
          under a new sponsor.

     All transfers are subject to the approval of the Home Office. To complete a
     transfer, a copy of a signed transfer agreement, including requisite
     approvals must be sent to the Home Office together with a $25.00 processing
     fee.

VOLUNTARY TERMINATION

The Independent Member Application and Agreement may be canceled at any time and
     for any reason by a Member who notifies the Company in writing of the
     election to cancel.

If the independent Member purchased products for inventory purposes or mandatory
     sales aids while his or her Member Application and Agreement was in effect,
     all products in his or her possession in a resalable condition purchased
     within 12 months of cancellation is eligible to be repurchased. The
     repurchase will be at a price not less than ninety percent of the original
     net cost to the participant returning such goods, taking into account any
     sales made by or through the Member prior to notification to the Company
     of the election to cancel. Also see "Commission Adjustments."

INVOLUNTARY TERMINATION AND APPEAL PROCEDURES

RBC may, at its sole discretion, terminate one's membership at any time upon 
the occurance of any of the following events:

     1)   If a Member breaches any term or condition of this Agreement or
          performs any illegal or unethical act.

     2)   Any conduct by a Member which, in the sole opinion of RBC, is
          determined to damage the business or reputation of RBC, its Members,
          its products or its programs.

     3)   If a Member solicits or attempts to sponsor RBC Members into another
          network marketing, MLM, or direct sales program.

In the event of a membership termination, the following procedures will be 
followed:

A.   In the event that good cause exists for termination, the Home Office will
     inform the Member by Registered Mail that the membership is immediately
     terminated.

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                                                    (C)1999 Royal BodyCare, Inc.
POLICIES & PROCEDURES
<PAGE>   7
B.  The Member will have ten days from the mailing date of the letter to appeal
    the termination in writing. Unless the Member replies to the Home Office 
    within this time period, the termination will be deemed final.

C.  Upon timely appeal of the termination, the Home Office will review the
    matter and determine the appropriate action, and the decision of the Home
    Office will be final.

D.  In the event of termination, the Member's downline will automatically close
    up. The new Sponsor will then be notified by the Home Office to contact all
    of his or her new first level Members. In the event that a Member resigns or
    is terminated, they will not be entitled to any compensation from the
    Company. In cases where a termination is disputed, the Company may, at its
    option, hold all past, current and future monies in a reserve fund until the
    dispute is settled.

SALE OF A MEMBERSHIP

RBC Members in good standing are eligible to purchase another RBC membership. 
    Potential buyers must be at the same or higher rank as the seller. Any such 
    sales are subject to the written approval of the Sponsor, the three upline 
    Directors, and the Home Office. The membership must first be offered, in 
    writing, to the three Directors upline starting with the Sponsor Director. 
    If each of these persons declines the offer, then the Member may offer the 
    membership for sale to the other RBC Members under the identical terms and 
    conditions. The selling Member shall not be eligible to sign up again as a 
    Member until six months after the date of the sale.

PURCHASE AND SALE OF PRODUCTS

RETAIL SALES

One of the keys to success in your business is retail sales. With every purchase
you will be asked to certify that you have sold or consumed at least 70% of all
products previously purchased. To qualify to receive Commissions and Bonuses on
the sale of products, you must make at least four different, verifiable retail
customer sales each calendar month. It is vital that every Member continue to 
make retail sales to insure the health of their business.

STOCKING MERCHANDISE

Members should maintain an adequate stock of product with which to supply 
customers. We recommend that you only stock the amount of merchandise you could 
easily sell within 60 days.

     No Sponsor shall engage in the practice of "inventory loading" or "closet 
filling" that is, inducing or requiring any Member to purchase more product than
they can easily sell in two months.

INVENTORY REQUIREMENTS

Independent Members have no inventory requirements.

SELLING NON-RBC PRODUCTS

No Member may solicit any RBC Member whom he has not personally sponsored to 
buy products which are not RBC products.

RBC PRODUCT PURITY & QUALITY GUARANTEE

RBC is dedicated to providing you the highest quality products available. We 
test our products for purity and quality in our in-house Quality Control 
laboratory at our World Headquarters in Irving, Texas. We offer a 100% 
guarantee on the quality and purity of our products. However, since the 
performance of a product may vary from person to person, RBC cannot guarantee 
results.

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(C)1999 Royal BodyCare, Inc.
                                                           POLICIES & PROCEDURES
<PAGE>   8
This guarantee applies only to products that have not been damaged due to
misuse, discontinued or outdated. This guarantee does not apply to any product,
which carries its own product warranty.

HANDLING CUSTOMER PRODUCT PROBLEMS

If a customer is unhappy with a product and would like to return it, please 
follow the procedure below.

1. Determine that the product was used for a reasonable amount of time.

2. Ask enough questions to determine why the customer feels dissatisfied with 
the product. Example: How much did you take? When did you take the product? 
Have you taken the product consistently? etc.

3. Attempt to re-educate the customer on the correct use of the product as 
determined by your questioning.

4. If you fail to reeducate the customer, you should then offer to give them 
credit for the full amount paid toward another product that may suit them 
better. Offer suggestions.

5. If you have been unable to convince them to try another product, you should 
then refund their money promptly.

6. If you have been successful in reselling your customer on this product or 
another product, then be sure to follow up with them and show you care.

MONEY BACK GUARANTEE FOR RETAIL AND PREFERRED CUSTOMERS

If a retail customer or RBC Preferred Customer is dissatisfied with any RBC 
product for any reason, he or she may return that product to the Member from 
whom it was purchased within 60 days for a replacement, an exchange or a full 
refund on the purchase price, excluding shipping charges. Every RBC Member is 
required to offer a 100% unconditional money-back product guarantee to all 
retail customers and RBC Preferred Customers. All RBC Members are responsible 
to honor this guarantee. RBC will replace the returned product if Customer 
Service receives the following items from the Member within fifteen (15) days 
of the return:

a) A pre-approved return authorization number obtained from Customer Service. 
Any item that is returned without authorization will be returned to sender.

b) A signed statement from the retail customer, including name, address and 
telephone number; and explanation of the return; and the receipt showing that 
the customer received a full refund from the RBC Member.

c) A copy of the original retail sales receipt, canceled check or credit card 
statement.

d) The unused portion of the product in its original container. 

Failure by a Member to honor a legitimate refund request by a retail customer 
or Preferred Customer could result in termination of his or her membership.

BUYER'S RIGHT TO CANCEL

Federal law gives a buyer the right to cancel customer sales of $25 or more 
without penalty prior to midnight on the third business day after the 
transaction. If the consumer wishes to cancel, he or she must mail or deliver 
to the Member prior to midnight on the third business day after the transaction:

1. A valid notice of cancellation after ordering or purchasing product.

2. The product in the same substantially good and unused condition as received.

The consumer is then entitled to a full refund from the Member without penalty. 
When delivering product to customers, the Member is responsible for informing 
the consumer of the "Buyer's Right to Cancel". The Member must present the 
consumer with a complete legal notice in writing and obtain the buyer's 
signature thereon. (Copies of this notice are available from Customer Service.)

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                                                    (C)1999 Royal BodyCare, Inc.
POLICIES & PROCEDURES
<PAGE>   9
MEMBER'S RETURNS PROCEDURES

To return or exchange product for any reason, Members must follow the following 
steps:

a. Obtain a return authorization number from Customer Service within sixty (60)
days of receipt of the product. Any product returned without prior authorization
will be returned to the sender.

b. Print the return authorization number clearly on the outside of the package.

c. Enclose a letter stating the reason for the return.

d. Return the unused portion of the product to the Company. Exchange or refund 
will be given only on returned product, not on empty bottles or bottles that 
are not returned to the Company.

e. In the event of a Company error, Customer Service will issue a call tag to 
pick up the package at the Member's location at no expense to the Member.

MEMBER RETURNS FOR REFUND

         If a new RBC Member is dissatisfied with any RBC product for any
reason, he or she may return that product to the Home Office for a refund on the
purchase price, excluding shipping charges, as long as they do so within sixty
(60) days of signing up as a Member. Any rebates paid on the sale of this
product to the purchasing Member will be deducted from the refund.

         A Member who has been an RBC Member for more than sixty (60) days
cannot return his or her purchase for refund without potential termination of
his or her Membership. See "Voluntary Termination".

MEMBER RETURNS FOR EXCHANGE

         A Member may exchange product for other product within sixty (60) days
of the original purchase. The product being exchanged must be unopened and in
reusable and resalable condition. RBC will not ship the exchange product until
the returned product is received and inspected at the Home Office. The Member
returning the product is responsible for the shipping charges to return the
product to the Home Office. The Member will be charged a ten percent (10%)
restocking fee on the returned product and a shipping and handling fee on the
exchange product.

         RBC will not authorize replacement of any product previously certified
as sold under the 70 percent rule, except as a customer return.

COMMISSION ADJUSTMENTS

RBC pays commissions on all products sold. However, RBC cannot pay commissions 
on products that are sold and subsequently returned for refund. Therefore, when 
a product return is approved for refund, RBC will charge back all commissions 
that were paid on the returned product to the upline Members who received the 
commissions on the original purchase.

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(C)1999 Royal BodyCare, Inc.
                                                           POLICIES & PROCEDURES
<PAGE>   10
ADVERTISING

ADVERTISING REGULATIONS

Only RBC supplied or approved advertising and literature can be used to promote 
the products and business plan. Any use of unauthorized advertising or 
literature may result in the termination of a membership.

MEDICAL CLAIMS

Members may not make any medical or therapeutic claims regarding RBC products, 
or display any reading materials discussing the medical effects of the products.

Share your personal experience and emphasize the nutritional benefits of the 
products. When sharing testimonials, it is important not to make claims that 
the product had a medical effect. If a customer has a medical problem, advise 
them to consult their physician before changing their diet. 

RELABELING OR REPACKAGING OF PRODUCT

The relabeling or repackaging of any Company product is expressly prohibited.

TRADEMARKS

The names Royal BodyCare, GlobeNet, Pure Life, Kala Vita, Light Force and the 
name of all RBC products are the trademarks of Royal BodyCare, Inc. Only RBC is 
authorized to produce and market products and literature under these 
trademarks. Use of the RBC name on any item not produced by Royal BodyCare is 
prohibited.

         The company name, trademarks, or the name of corporate executives,
Board of Directors, employees, or any other professionals who endorse RBC may
not be used in any form, without prior written approval from the Company.

LITERATURE

Company literature may not be duplicated or reprinted without prior written 
permission from RBC. Members may order Company authorized business cards, 
letterhead, and stationary bearing the RBC name and logo. Samples of 
Company-approved business card listings are:

APPROVED:
Royal BodyCare
Independent Member
Joe Smith

NOT APPROVED:
Royal BodyCare-Dallas, or
Royal BodyCare-area office, or
Royal BodyCare-Distribution Company, or
Royal BodyCare-Service Center


ELECTRONIC MEDIA

Members are prohibited from using radio, television, or cable television 
advertising or public appearances to publicize RBC or its products except with 
the express written approval of RBC.

         Members may not produce for sale at any recorded Company events or
speeches without express, prior written permission from RBC, nor may Members
reproduce for sale or for personal use any recording of Company-produced audio
or video tape presentations.

BLIND ADS

As independent contractors, Members are allowed to promote their business in 
any legal manner and may advertise without Company approval if they do not use 
the RBC name or trademark or make any medical or therapeutic claims regarding 
Company products.

--------------------------------------------------------------------------------
                                                    (C)1999 Royal BodyCare, Inc.
POLICIES & PROCEDURES
<PAGE>   11
RETAIL OUTLETS

RBC's products and promotional materials may not be sold or displayed for public
(casual foot traffic) view in retail outlets. There are two exceptions to this
rule:

1. Private clubs, such as health spas and figure salons.

2. "Appointment only" businesses, such as professional offices, beauty and nail 
salons.

However, in both of the above circumstances, the products may not be displayed 
in public view, such as in a window display, but only in a manner that is 
visible exclusively to clientele inside the place of business.

     For clarity, here are examples of retail outlets that definitely may not 
sell RBC products or display promotional materials: supermarket, drug stores, 
pharmacies, department stores, swap meets, flea markets or shopping mall 
booths. This policy, however, does not prevent a retail store owner from being 
an RBC Member.

     RBC is a person-to-person marketing company. Our business is not oriented 
to retail outlets. Any questions regarding the interpretation of this policy 
should be directed to Customer Service.

FAIRS AND TRADE SHOWS

Members may promote their business at fairs and trade shows. However, RBC 
products may not be shown or displayed with any other products. The Company 
reserves the right to approve any use of its name or trademarks, such as on 
signs and banners. Such approval should be secured before opening a show.

TELEPHONE ANSWERING

Members may not answer their telephone in any manner that would lead the caller 
to believe that he or she has reached the office of RBC.

INCOME REPRESENTATION

No Member will make any false or misleading statements regarding income 
potentials.

EXTRANEOUS MATERIALS AND PRODUCTS

Only RBC products and authorized promotional material may be sold or displayed 
at any RBC scheduled opportunity meeting, seminar or home demonstration.

MEDIA INQUIRIES

With increasing public interest in RBC, Members may be contacted by the media.
When this happens, contact the RBC Marketing Department immediately. No Member
is authorized to make any statements or comments to the media with reference to
any or all of the Company's officers, products or procedures beyond what is
approved by RBC or provided in press releases supplied by the Company. This
policy is to assure accuracy and a consistent public image. Any variation of
this policy or violation is grounds for immediate termination. No media
advertising is authorized without prior written approval from the Company.

LIABILITY

Violation of any of the rules explained in this section, as with all other 
sections of these Policies and Procedures, is grounds for termination of the 
individual's Member status. The violator may also be liable for damages 
resulting from unauthorized use of RBC copyrights, trademarks and materials.





--------------------------------------------------------------------------------
(C)1999 Royal BodyCare, Inc.
                                                           POLICIES & PROCEDURES
<PAGE>   12
ORDERING PROCEDURES 
ORDERING METHODS

BY MAIL

Use the "Member Purchase Order Form" (#8020) and Member price list to calculate 
your order. Fill out the form completely, adding the proper amounts for 
shipping/handling and sales tax. Mail your order to RBC with full payment 
included. Retain a copy for your records.

BY FAX

Fill out the purchase order form, adding the proper amount for 
shipping/handling and applicable sales tax. Include your credit card number 
and its expiration date in the payment block. You may send your order by fax to 
RBC, toll free, at fax number 800-835-2563.

BY TELEPHONE

You may order by phone "toll free" by calling 800-722-0444, Mon-Fri, 7:00 am to
7:00 pm, Sat., 9:00 am to 4:00 pm, CST. Please have your order ready and give ID
number, proper shipping address, volume month and call the product by product
number and quantity. Have your credit card number with its expiration date
ready.

ORDER PAYMENTS

A. RBC will accept the following forms of payment for an order: Cash, Personal 
   Check, Phone Check, Money Order, Visa, Mastercard or Discover.

B. Checks and Money Orders must be made payable to Royal BodyCare, Inc. in the 
   full amount of the order, including applicable sales tax [unless you have 
   submitted the "Sales Tax License Agreement Form" (#8073) with a copy of your 
   current sales tax license] on the suggested retail price and applicable 
   shipping/handling.

   1. Personal checks must be drawn on Member's account and neither be stale nor
      post-dated, and they must be pre-printed with the Member's name and 
      address. If the personal check does not meet these requirements, the order
      will not be processed and Personal Volume will not be counted until 
      payment is received.

   2. If a check is returned unpaid, RBC may immediately suspend payment 
      privileges to use personal checks. A $15 Return Check Charge will 
      automatically be debited from Member's account.

   3. Failure to promptly resolve a returned check is considered a breach of 
      the Agreement. Any uncollected amount may be deducted from future 
      Commissions, Rebates, and Bonuses.

   4. RBC authorizes your personal checks through a Check Guarantee Service. In 
      the event an authorization is attempted and denied, the order cannot be 
      accepted unless another acceptable form of payment is received.

C. Phone Check is a system which allows RBC to make a bank draft drawn 
   against your checking account. The draft is treated like a check once RBC 
   deposits it. Application forms for the Phone Check system can be ordered. The
   application must be signed by you and an officer of your bank, then returned 
   to RBC with a voided check attached. RBC will notify you when your 
   application has been approved. Phone Check orders take one additional day for
   processing. There is a $1.00 processing fee for Phone Check orders.

--------------------------------------------------------------------------------
                                                    (C)1999 Royal BodyCare, Inc.
POLICIES & PROCEDURES



<PAGE>   13
D. All Credit Card payments will be submitted to the credit card company for
   approval prior to processing the order. In the event that the credit card
   company refuses to authorize the full payment, RBC will notify the credit
   card holder. If the credit card payment cannot be resolved promptly, the
   order will not be processed and Personal Volume will not be counted until
   payment is received.

E. Credit Card charge-backs of payment(s) for RBC orders by you are not
   permitted and constitute a breach of the Member Application and Agreement and
   may result in termination of your membership.

F. C.O.D. orders will not be accepted.

SHIPPING AND HANDLING

   Our goal is to process your orders as quickly and efficiently as possible.

A. Your orders will be shipped via Fed Ex 3-day service. Other carriers may be
   used from time to time. You may request expedited shipping. The extra cost is
   easy to calculate-simply review the shipping calculation section on your
   purchase order form.

B. Your complete street address with a current phone number is required. RBC
   cannot ship to a P.O. Box.

C. The minimum shipping and handling charge for orders to be shipped from RBC
   directly is $5.

D. Orders are generally shipped within twenty four (24) hours of the time
   received, excluding holidays and weekends. RBC is not responsible for
   shipping delays, but we will do our best to ship your products quickly and
   accurately.

BACK ORDERS

A. We will expeditiously ship all products currently in stock. Any out-of-stock
   items (unless discontinued) will be placed on back order and shipped as soon
   as available. Personal Volume will be counted on back-ordered items unless
   you are notified on the invoice of the discontinuance of such a product.

B. Upon receipt of an invoice noting a back-ordered item, you may notify RBC to
   cancel the back order. This action will reduce your Personal Volume for the
   current Volume Month and credit your account. You may use this credit in
   ordering other products or request a refund.

CHECKING YOUR ORDER

A. When you receive your order, be sure to check the boxes thoroughly. Smaller
   items often shift to the bottom of the box which makes them difficult to see
   at first. Please do not discard the packing materials until they have been
   thoroughly searched. You must confirm that the product received matches the
   product listed on the shipping invoice. In the unlikely event that you cannot
   find an item that is listed on the invoice, you must notify us of the missing
   item within 10 days from date of shipment.

B. If you have such a claim, then follow the procedure for correcting a shipping
   discrepancy as outlined on the "Shipping Discrepancy/Damage Claim Form"
   (#8070 or #8071).

C. If you receive a notice that delivery has been attempted, please be sure to
   contact the carrier as soon as possible to arrange for delivery. If you do
   not claim the package, it will be shipped back to us.



--------------------------------------------------------------------------------
(C)1999 Royal BodyCare, Inc.
                                                           POLICIES & PROCEDURES
<PAGE>   14
ORDER VARIANCES AND ADJUSTMENTS

ORDERING ERRORS

Orders received which contain errors in pricing or addition and do not match 
the money remitted, will automatically be adjusted by the Home Office as 
follows:

1.   When the order is underpaid, we will delete product until it more closely
     matches the amount remitted.

2.   When the order is overpaid, you will receive a credit for the amount of the
     over payment. Any credit that is not used at the end of the month will be
     paid to you by the 14th of the following month.

To avoid unnecessary problems, please double-check your order before mailing or 
phoning it in.

DAMAGED SHIPMENTS

RBC uses the finest packing materials available and every effort is made to 
prevent damage. In the event damaged merchandise is received, you should follow 
these steps:

1.   Accept the delivery.

2.   Document on the delivery receipt the number of damaged boxes and a
     description of them.

3.   Save the damaged products or boxes for inspection by the shipping agent.

4.   Contact the Customer Service department at the Home Office and alert them
     to the problem. They will file a claim with the shipping company and tell
     you how to proceed.

5.   If the damage is not immediately apparent and the carrier has already left,
     follow the same action described in the steps above.

LOST PRODUCTS

If you do not receive your order, our Customer Service department will trace 
your order for you. Products lost in shipment will be replaced. Upon 
notification from the carrier of non-delivery or from you that the delivery was 
not made, RBC will file a claim. The products will either be replaced, a credit 
applied or a refund check will be issued to you.

SHORT SHIPMENTS

If there is a discrepancy between the number of boxes received and the number
listed on the invoice, allow three working days for the boxes to arrive. If you
still have not received your complete order, you should notify the RBC Home
Office.

GENERAL PROVISIONS

SELL OR ASSIGN

A.   Members may sell or assign their membership only with the written consent
     of RBC, which will not unreasonably be withheld.

B.   The fee paid to RBC will be a minimum of $100.

WAIVER

     The failure of RBC to exercise any rights stated in the Policies &
Procedures, Compensation Plan, or Member Application and Agreement (or to
require strict compliance with any provision thereunder) will not constitute a
waiver of RBC's right to demand compliance. Waiver by RBC can only be affected
in writing by an officer of RBC.

JURISDICTION AND VENUE

     All disputes and claims relating to RBC, its Compensation Plan or its
products, the rights and obligations of a Member and RBC, or any other claims or
causes or action relating to the performance of either a Member or RBC, under
the Agreement, or a Member's purchase of products shall be settled totally and
finally by arbitration in Dallas, Texas or such other location as RBC
prescribes, in accordance

--------------------------------------------------------------------------------
                                                    (C)1999 Royal BodyCare, Inc.
POLICIES & PROCEDURES
<PAGE>   15
with the Federal Arbitration Act and the Commercial Arbitration Rules of the 
American Arbitration Association. There shall be one arbitrator, an attorney at 
law, who shall have expertise in business law transactions with preference 
being an attorney knowledgable in the direct sales industry, selected from the 
panel which the American Arbitration Association provides. Each party to the 
arbitration shall be responsible for its own costs and expenses of arbitration, 
including legal and filing fees. If a Member files a claim or counter-claim 
against RBC, a Member shall do so on an individual basis and not with any other 
Member or as part of a class action. The decision of the arbitrator shall be 
final and binding on the parties and may, if need be, be reduced to a judgment 
in any court of competent jurisdiction. This agreement of arbitration shall 
survive any termination or expiration of the Agreement.

     Notwithstanding the foregoing, the arbitrator shall have no jurisdiction
over disputes relating to the ownership, validity or registration of any mark or
other intellectual property or confidential information of RBC without RBC's
prior written consent. RBC may seek any applicable remedy in any applicable
forum with respect to these disputes and with respect to money owing to RBC. In
addition to monetary damages, RBC may obtain injunctive relief against a Member
for any violation of the Agreement, and for any violation or misuse of RBC's
trademark, copyright or confidential information.

     Nothing in this policy shall prohibit RBC from applying to and obtaining
from any court having jurisdiction a writ of attachment, a temporary injunction,
preliminary injunction and/or other injunction or emergency relief available to
safeguard and protect RBC's interest prior to the filing of or during or
following any arbitration or other proceeding or pending the handing down of a
decision or award in connection with any arbitration or other proceeding.

     The existence of any claim or cause or action of a Member against RBC,
whether predicated on the Agreement or otherwise, shall not constitute a defense
to RBC's enforcement of a Member's covenants and agreements contained in the
Agreement of those separate agreements.

EXCLUSIVE RULES

A.   The Policies & Procedures, Compensation Plan, RBC Member Application and
     Agreement, and the instruments and documents referred to herein, constitute
     the entire understanding of the parties with respect to the subject matter.

B.   RBC may amend the Agreement, the Policies and Procedures, prices, company
     literature or the details of the Compensation Plan, without prior written
     notice, effective upon publication or transmittal of such amendment in
     official RBC publications, literature or other written or oral
     communication, as applicable.

C.   If under any applicable and binding law or rule of any applicable
     jurisdiction, any provision of the Agreement, including these Policies and
     Procedures, or any specification, standard or operating  procedures which
     RBC has prescribed is held to be invalid or unenforceable, RBC shall have
     the right to modify the invalid or unenforceable provision, specification,
     standard or operating procedure or any portion thereof to the extent
     required to be valid and enforceable. Member shall be bound by any such
     modification. The modification will be effective only in the jurisdiction
     in which it is required.

D.   The obligations of a Member as to confidentially survive the termination of
     the Agreement.


--------------------------------------------------------------------------------
(C)1999 Royal BodyCare, Inc.
                                                           POLICIES & PROCEDURES
<PAGE>   16
DEFINITION OF TERMS

ACTIVE MEMBER

To be considered Active for the month, a Member must have Personal Volume (PV) 
of 70 or greater. Note that Preferred Customers are not considered Active 
Members under the Compensation Plan.

BONUS VOLUME (BV)

The value applied to each product on which we pay bonuses.

BONUS

Commissions paid to Members by the Company calculated as a percent of purchases 
by them and their Downline, plus commissions paid under the Car Bonus Program 
and Leadership Pool.

BREAK AWAY

A Member who qualifies to become a Director. The promotion to Director is
effective the 1st day of the month following the Director Qualifying Month. At
that time, the new Director and his/her personal group breaks away from the
Personal Group of Upline Director, who then is eligible to receive a 5% bonus on
the Group Bonus Volume of the new Director each month.

CAR BONUS:

The Car Bonus is based on the following table and is paid automatically in the 
third consecutive month a Member who is participating in the AutoShip program 
achieves a bonus check greater than $2,500 (based on U.S. dollars).

To receive the Car Bonus, the Member must have participated in the AutoShip 
program for at least three consecutive months. No contract or purchase is 
necessary.

<TABLE>
<CAPTION>
Bonus Check                         Car Bonus
<S>                                 <C>
over   $  2,500                     $   250.00
over   $  5,000                     $   500.00
over   $  7,500                     $   750.00
over   $ 10,000                     $ 1,000.00
</TABLE>

Once a Member qualifies for the Car Bonus by achieving a bonus check greater 
than $2500 for three consecutive months he/she will be paid each and every month
that his/her bonus check exceeds the values in the table above.

COMPANY

The term Company as it is used throughout these policies and the literature 
means: Royal Bodycare, Inc., also referred to as RBC.

COMPRESSION

The entire Company Director Network is compressed into its most compact form. 
This unique feature assures that unqualified Directors in your Downline do not 
occupy Generations that would eliminate or reduce your Director Override 
Bonuses. This means that as the computer is paying you down Director Legs, it 
pays you on unqualified Directors but does not count them when determining 
depth.

This compression technique means that you will be paid for up to Six Qualified 
Generations deep (depending on your Position) no matter how many actual Levels 
deep it takes to get that number of Qualified Directors.

DIRECTOR DOWNLINE

Those Members in a Director's Downline who have attained the position of 
Director or above. Also referred to as Leadership Downline.

DIRECTOR EFFECTIVE MONTH

The month following the Director Qualifying Month is the Director Effective 
Month. He/She will begin earning as a Director from the first day of the 
Director Effective Month.

DIRECTOR LEG

A first level Director and his/her downline organization.

--------------------------------------------------------------------------------
                                                    (C)1999 Royal BodyCare, Inc.
POLICIES & PROCEDURES


<PAGE>   17
DIRECTOR OVERRIDE BONUS

The commission earned by a Director on the Group Bonus Volume of his/her 
Downline Directors.

DIRECTOR QUALIFYING MONTH

The month in which a Member achieves the required Group and Personal Volume 
and Sponsorship needed to become a Director.

MEMBER

A person or legal entity currently authorized to sell the Company's products 
and to participate in the Compensation Plan. Member is a general term referring 
to all authorized members as a group and individual members as well (regardless 
of position attained in the program).

DOWNLINE

All Members sponsored directly by a particular Member as well as those 
sponsored by other Members below that particular Member. For example: A 
sponsors B, who sponsors C, who sponsors D, who sponsors E, then B, C, D and E 
are all Downline from A.

GENERATIONS

Each generation is a separate Level of Qualified Directors in the Director 
Downline. The First Level of Qualified Directors in a Director Downline is the 
first generation.

GROUP OVERRIDE BONUS

The commission earned by you on purchases by Members in your Personal Group.

GROUP VOLUME (GV OR GROUP QUALIFICATION VOLUME)

The Volume amount of products purchased by a Member and his/her Personal Group 
within a given Volume Month. Group Volume excludes the Group Volume of Active 
Breakaway Directors.

INACTIVE MEMBER BYPASS (ROLL UP)

If Members do not Qualify for Rebates or Group Override Bonuses because their 
Personal Volume is below $70, their Personal Volume is assigned to the first 
Upline Member who has achieved $70 in Personal Volume.

If you have first-level Directors who are inactive and who have Volume under
them who have sales, you will receive the Group Override Bonus on those Active
Members and their Volume will count in your Group Volume.

LEVEL

The depth of a Member in a Downline, i.e. first level, second level, etc.

PAY LINE

All Directors contained in your Director Downline on which you are entitled to 
Director Override Bonuses that month.

PERFORMANCE QUALIFICATION

Performance Bonus Qualified Diamonds and Crown Directors are held to the 
highest level of loyalty to their Downline and to RBC. Performance 
qualification indicates more than attaining certain numbers of qualified 
Directors in one's Downline. Performance Qualification indicates a high level 
of leadership that is observable. It represents the best of the Royal BodyCare 
leaders. These special Directors continually provide service to the Downline 
group as well as loyalty to the Royal BodyCare way of life. This high rank 
carries with it the highest earnings potential because those who qualify have 
diligently worked to be their best, and they deserve the best from us in 
return.

--------------------------------------------------------------------------------
(C)1999 Royal BodyCare, Inc.
                                                           POLICIES & PROCEDURES
<PAGE>   18
PERSONAL GROUP

Members in a Downline excluding those Members and their Personal Groups who have
reached the position of Director.

PERSONAL VOLUME (PV)

The Volume amount of products purchased personally by a Member within a given 
Volume Month.

POSITION

The status or rank in the Compensation Plan that a Member has achieved.

QUALIFIED DIRECTOR

A Director is considered qualified in a month if he/she has Group Volume (GV) 
of $500 of which at least $100 is Personal Volume (PV). In addition, for 
purposes of Upline qualification and promotion, a Member in his/her Director 
Qualifying Month is considered a Qualified Director.

QUALIFICATION POINTS

See "Volume".

REBATES

The commissions returned to you on your own purchases which are based on your 
Position and the activity requirements you have achieved.

RETAIL PROFIT

The difference between the Wholesale Price you paid for products and the retail 
price you receive for the products when you sell at retail.

[PICTURE]

SPONSOR

A Member who officially enrolls another Member in the Company's program and is 
responsible for ensuring that the new Member gets a "good start" toward success 
in the program. The act of enrolling others is called sponsoring.

SUGGESTED RETAIL PRICE (SRP)

The recommended price for selling a particular product to retail customers. RBC 
recommends this price to provide consistent pricing by Members and as the basis 
for sals tax calculation.

UNENCUMBERED VOLUME

The Group Volume of a Member who is promoting to the position of either 3 Star 
or Director, that is not being used by another Downline Member who is also 
qualifying for promotion to the same Position in that month.

UPLINE

All Members above a Member in a sponsorship line going up to the Company.

VOLUME (OR QUALIFICATION VOLUME)

The value place on each commissionable product used for promotion and 
qualification. This equals wholesale volume in the U.S. (Sales aids are not 
commissionable unless so indicated in official RBC publications).

VOLUME MONTH

The month to which a purchase order is assigned for purposes of computing 
Commissions/Bonuses.

WHOLESALE PRICE (WHOLESALE)

The price of the products that is paid to the Company by Members.

--------------------------------------------------------------------------------
                                                    (C)1999 Royal BodyCare, Inc.
POLICIES & PROCEDURES

<PAGE>   19
<TABLE>
<S>                                                                             <C>
[ROYAL BODYCARE LOGO]                                                                          MEMBER AGREEMENT
Royal BodyCare, Inc. o P.O. Box 167008                                               INSTRUCTIONS: Fill out this form completely
o Irving, Texas 75016-7008                                                           and return original to the home office
MAIN PHONE: 972/401-0052 o MAIN FAX: 972/869-1974                                    within 7 days.
ORDER PHONE: 1-800-722-0444 o ORDER FAX: 1-800-835-2563                                   
MEMBER SERVICES: 1-800-350-9497 o GLOBENET: 1-877-445-6236                            [ ] Please send FREE! information about
ROYAL EXPRESS (Automated Sign-up & Ordering): 1-800-870-5233                              how I can SAVE time and money with
FAX ON DEMAND: 415/273-3930 o INTERNET: www.rbcglobenet.com                               GlobeNet services!
                                                                                          8.9 cents Long Distance o Internet
                                                                                          Access o Personal Web Pages

APPLICANT INFORMATION  To expedite your order, please print neatly. Illegible orders cannot be processed.
------------------------------------------------------------------------------------------------------------------------------------

     ------------------------------------------------------------------------       -------------------------------------------
     APPLICANT NAME (Last, First, Middle Initial)                                   SS. NO. OR TAX ID NO.

     ------------------------------------------------------------------------       -------------------------------------------
     CO-APPLICANT NAME (Last, First, Middle Initial)                                SOCIAL SECURITY NO.

     --------------------------------------------------------------------------------------------------------------------------
     ADDRESS
                                                                                                      -     
     --------------------------------------------------------------------------------------------------------------------------
     CITY                                                                STATE      ZIP CODE

     ---------------------------------     ---------------------------------     ---------------------------------
     DAY TELEPHONE NO.                     EVENING TELEPHONE NO.                 FAX NO.
------------------------------------------------------------------------------------------------------------------------------------

SPONSOR INFORMATION  To expedite your order, please print neatly. Illegible orders cannot be processed.
------------------------------------------------------------------------------------------------------------------------------------

     ------------------------------------------------------------------------------------     ---------------------------------
     SPONSOR NAME (Last, First, Middle Initial)                                               SPONSOR ID NO.

     --------------------------------------------------------------------------------------------------------------------------
     ADDRESS
                                                                                                      -     
     --------------------------------------------------------------------------------------------------------------------------
     CITY                                                                STATE      ZIP CODE

     ---------------------------------     ---------------------------------     ---------------------------------
     DAY TELEPHONE NO.                     EVENING TELEPHONE NO.                 FAX NO.
------------------------------------------------------------------------------------------------------------------------------------

CHECK ALL THAT APPLY                                                             MEMBER AGREEMENT
-----------------------------------------------------------------------          ---------------------------------------------------
     [ ]  This agreement has already been submitted by:                           I have read, understood and willingly accept the
               Fax         Telephone         Internet                             terms and conditions of this agreement. (see 
            ---         ---               ---                                     reverse)
     
     [ ]  I have purchased a Kit from my Sponsor.                                ---------------------------------------------------
          Proof of purchase is attached.                                         Signature                                 Date

     [ ]  I prefer a __ Member Kit ($15) OR __ Director Kit ($49)
          (Price includes shipping, handling and tax. Kit is necessary           ---------------------------------------------------
           for membership)                                                       Signature                                 Date
-----------------------------------------------------------------------          ---------------------------------------------------

METHOD OF PAYMENT
------------------------------------------------------------------------------------------------------------------------------------

[ ] Visa       [ ] Mastercard      [ ] Discover      [ ] Check (check number: _______)

Card Number:                                                                                   Expiration Date:
           -----------------------------------------------------------------------------------                 ---------------------

Cardholder Name:
                --------------------------------------------------------------------------------------------------------------------

Cardholder Signature:
                     ---------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

RBC OFFICE USE ONLY
------------------------------------------------------------------------------------------------------------------------------------

     Processed by:                                                       [ ]  Member Kit Purchase - $15 (shipping & tax included)
                  -------------------------------------------------
                                                                         [ ]  Director Kit Purchase - $49 (shipping & tax included)

     New Member ID:                                                      Order #                         Ship Date:
                   ------------------------------------------------             ------------------------           ----------------
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>