In order to preserve its reputation for providing customers with high quality products and strong after-sales support, and to further enhance the ESHOPPS brand image and its competitiveness in the marketplace, ESHOPPS is unilaterally instituting a policy of minimum advertised price standards for ESHOPPS’ products. This Minimum Advertised Pricing Policy (“MAP Policy”) will become effective January, 2013 and will apply to distributors and retailers, including catalogs and internet retailers (collectively, “Resellers”), who resell ESHOPPS’ products to end users located in the United States.

ESHOPPS deeply values the efforts of all Resellers to distribute ESHOPPS’ products and support our customers. This MAP Policy is adopted for the benefit of all Resellers and will be uniformly enforced.

This MAP Policy shall work under the following guidelines:

1. ESHOPPS will provide promotions throughout the calendar year and retailers will be able to run the promotion on their website for up to 14 days after ESHOPPS authorization. The MAP Schedule will identify the effective date and the products. Each advertisement of a product identified in the MAP Schedule more than 10% below the MAP will be a violation of this MAP Policy. All promotions ran below MAP must be authorized in writing by ESHOPPS. ESHOPPS’ products not specifically identified in the MAP Schedule are not subject to this MAP Policy. The initial MAP Schedule is enclosed.

2. This MAP Policy applies to all advertisements of ESHOPPS’ products listed on the MAP Schedule in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, e-mail newsletters, e-mail solicitations, internet or similar electronic media, television, radio, and public signage. This MAP Policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customer(s).

3. The inclusion in advertising of free or discounted products (whether made by ESHOPPS or another manufacturer) with a product covered by this MAP Policy would be contrary to this MAP Policy if it has the effect of discounting the advertised price of the covered ESHOPPS’ product more than 10% below the MAP.

4. If pricing is displayed, any strike-through or other alteration of the MAP that is paired with a discount price more that 10% below the MAP is prohibited.

5. This MAP Policy does not establish maximum advertised prices. All Resellers may offer ESHOPPS’ products at any price in excess of the MAP.

6. Internet auctions may not display or have reserved bid or other acceptable prices more than 10% below the MAP.

7. Pricing listed on an internet site is considered an “advertised price” and must adhere to this MAP Policy. Once the pricing is associated with an intent to purchase (added to shopping cart or order), the price becomes the selling price and is not bound by this MAP Policy. Statements such as “add to basket to see price”, “we will match any price”, “call for price” or phrases of similar import are acceptable as long as the price advertised or listed for the products is not more than 10% below the MAP. In addition, discounts applied at checkout to the entire order based on a customer’s purchasing history with the Reseller, such as discounts for “frequent shoppers”, does violate this MAP Policy. Items that are advertised as CLOSEOUTS will not be eligible to for reorder.

8. This MAP Policy is solely within ESHOPPS’ discretion and authority acting through the duly authorized managers of ESHOPPS. No employee or sales representative of ESHOPPS has any authority to discuss, modify or grant exceptions to this MAP Policy. Any representation or action by any employee, sales representative or persons not specifically authorized to discuss, modify or grant exceptions to this MAP Policy under this paragraph is unauthorized and invalid. All questions about this MAP Policy should be in writing and directed via U.S. Mail to MAP Policy Administrator, Eshopps, 111 N. Sunset Ave., City of Industry, CA 91744 or via e-mail to mapadmin@saa3.me.com. No oral communications about this MAP Policy are authorized. The MAP Policy Administrator shall be solely responsible for determining whether a violation of the policy has occurred, communicating decisions to Resellers regarding the policy and receiving any communications regarding sanctions imposed under this MAP Policy. Any action taken by ESHOPPS under this MAP Policy shall be without liability to ESHOPPS.

9. Intentional and/or repeated failure to abide by this MAP Policy will result in sanctions unilaterally imposed by ESHOPPS. The level of sanctions will be determined by ESHOPPS in its sole discretion and may include indefinite termination of dealership or distributorship. ESHOPPS does not intend to do business with Resellers who degrade the image of ESHOPPS and its products. ESHOPPS need not provide prior notice or issue warnings before taking any action under this MAP Policy. A corrective action is a process designed to identify and correct repeated MAP violations. The correction action process refers to the following actions:

1. 1. 1. Warning via E-Mail
      2. Warning to suspend ordering products
      3. 90 days probation period from ordering products
      4. 180 days probation period from ordering products
      5. Termination of account

10. Distributors of ESHOPPS products will supply a copy of this MAP Policy to any new or existing Reseller for their records.

11. The terms of this MAP Policy are confidential and should not be disclosed to other parties. This MAP Policy has been established by ESHOPPS to help ensure the legacy of ESHOPPS as a top producer of high performance, high quality products and to protect the reputation of its name and products. This MAP Policy is also designed to avoid destructive intra-brand conflict and to ensure that dealers and distributors have the incentive to invest resources into services for ESHOPPS customers.