WorldVentures Marketing, LLC COMPENSATION PLAN Wings & Wheels Program Addendum Revised 2.07.12 WorldVentures Marketing, LLC – Compensation Plan - Addendum SECTION 1 - WINGS & WHEELS PROGRAM 1.1 - Overview The new Wings & Wheels Program is a limited time promotion that allows Representatives to earn a car bonus in as little as one month. Representatives can earn a BMW by simply helping as few as four new personally sponsored Representatives get four customers each in a month. The qualification requires $5,000 in combined new sales and monthly fees ($5,000 in lineage sales volume; see (1.4.2)) produced by a Representative’s lineage teams in a month. No more than 33% can be contributed by any one team towards the $5,000 total. 1.2 - Promotion Period Feb. 1, 2012, through April 13, 2012. All new and existing Independent Representatives are eligible if enrolled before the end of the promotion period. Qualification can be attained for six months after the termination of the promotion. 1.3 - Eligibility All Wings & Wheels Program Qualified Representatives, Senior Representatives, Directors and Marketing Directors enrolled as WorldVentures Representatives on or before April13, 2012, who are at the rank, or achieve and maintain the rank of Qualified Representative (see definition in (1.3.1) below), Senior Representative, Director or Marketing Director on or before October 13, 2012. 1.3.1 - Qualified Representative For the purposes of this Wings & Wheels Program, a Qualified Representative is one who is an enrolled Representative and has enrolled and maintains four (4) personal active customers during the Promotion Period. 1.3.2 - DreamCar Bonus Once a Representative achieves Regional Marketing Director, they begin receiving the DreamCar Bonus, which supersedes the Wings & Wheels Car Bonus. 1.4 - Qualification Qualification requires $5,000 in combined new sales and monthly fees ($5,000 in volume) produced by your lineage teams in a calendar month. No more than 33% can be contributed by any one team towards the $5,000 total. 1.4.1 - Lineage For the purposes of this Wings & Wheels Program, Lineage is the teams created through a Representative’s direct lines of personal sponsorship. Lineage resembles a family tree, connecting a single Representative to every retail member they sign up. 1.4.2 - Lineage Sales Volume For the purposes of this Wings & Wheels Program, Lineage Sales Volume refers to the total commissionable sales volume of retail products (DreamTrips U, DreamTrips, DreamTrips Life, Luxury DreamTrips and B2B DreamTrips memberships) generated by a Representative’s lineage team. It does not include fees associated with the Representative Business System (RBS). Only retail membership fees will count toward the sponsor’s monthly lineage revenue goal. *Spillover volume does not count toward as qualifying volume for this promotion. 2 Rev. 20712 WorldVentures Marketing, LLC – Compensation Plan - Addendum 1.4.3 - Lineage Requirements Representatives may not apply more than 33 percent ($1,667) of the revenue from a single line of lineage to one month’s total revenue requirement. 1.4.4 - Product Sales Volume Definitions Initial product sales and recurring monthly fees generate commissionable volume at a one to one dollar ratio. So $100 in sales equals $100 in commissionable volume. Product Initial Initial Price Commissionable Volume Monthly Fee* Monthly Commissionable Volume* $20.99 $20.99 $26.99 $49.98 $54.99 $10.99 $20.99 $20.99 $26.99 $49.98 $54.99 $0 (Includes first month) DreamTrips U (U.S. & Int’l) Intl DreamTrips U DreamTrips DreamTrips Life (Int’l) DreamTrips Life RBS (Not Commissionable) $120.98 $120.98 $226.94 $249.97 $254.98 $99.95 $120.98 $120.98 $226.94 $249.97 $254.98 $0 *Customers purchasing at price points other than those set out above will also generate commissionable volume at the same one-to-one ratio. 1.5 - Car Bonus Details In the first and second months that a Representative qualifies for the Wings & Wheels Car Bonus, they will receive a $300 Bonus on their commission check. The third month, U.S. Representatives will be eligible to receive a $600 Bonus after submitting proof of their silver BMW (2002 model year or newer). If a U.S. Representative chooses the cash option or a car other than a silver BMW from one of the specified model years, they will receive a $300 Bonus instead. Representatives living outside the United States can choose either the $600 Wings & Wheels Car Bonus, the $300 cash option available to U.S. Representatives, or 600 Rovia Bucks. 1.5.1 - Payout Schedule Beginning March 15, 2012, the Wings & Wheels Car Bonus will be added to a Representative’s monthly commission check, paid out on the 15th of every month, as long as they qualify for the Bonus. If a WorldVentures Representative living outside the United States chooses to receive $600 Rovia Bucks instead of the Car Bonus, the Rovia Bucks will be deposited into their Rovia Bucks account on the 15th of every month, for 36 months, or as long as they remain qualified, whichever occurs first. The payout looks like this: Month 1: $300 Month 2: $300 Month 3: $600 (w/ a silver BMW), $300 cash option, or 600 Rovia Bucks (for non-U.S. Reps) 1.5.2 - Grace Period Once a Representative qualifies for the Wings & Wheels Car Bonus three months in a row, they are eligible for a grace month if their volume dips below $5,000. During the grace month, the Representative will receive the full $600 payout for their silver BMW, the $300 cash option, or 600 Rovia Bucks for those living outside the United States. 3 Rev. 20712 WorldVentures Marketing, LLC – Compensation Plan - Addendum If a Representative does not generate the $5,000 volume requirement two months in row, they will drop out of qualification and will have to requalify. Upon requalification, the Bonus will begin at $300 again. A Representative may only have two non-consecutive grace months in a rolling 12 month period. If a Representative does not qualify for the Car Bonus a third time within the rolling year, they will not receive the Car Bonus and will have to requalify. 1.6 - Car Requirements WorldVentures will only issue the maximum $600 monthly Car Bonus to Representatives who are leasing, financing or own a silver BMW of the specified model year (proof of this, along with a photo of the Representative with the car, must be on file). The car must carry WorldVentures logo and branding – we will mail you the logo and branding kit on receipt of your proof of car purchase or lease. Representatives may opt to put the Car Bonus toward another car type or color, but if so, U.S. Representatives will receive a maximum of $300 per month. Representatives living outside the United States who opt not to drive a silver BMW meeting the Bonus criteria may choose to receive the $300 cash Bonus or $600 Rovia Bucks. 1.6.1 - Promotional Agreement Qualified Wings & Wheels Car Bonus recipients must be willing to provide a promotional picture and personal biography so that we may feature you in upcoming WorldVentures print, web, and marketing communications. Please send the following to eteam@worldventures.com: Digital picture of you with your BMW; Short testimonial about how it feels to get your new BMW; Name, rank, city, state, country. 1.6.2 - Proof of Possession Please email a photo of the Representative with their car and a copy of the car’s title or payment slip to eteam@worldventures.com. The car may be leased, financed or wholly owned. We reserve the right at our discretion to ask you to submit proof of ownership/lease on an annual basis throughout the period during which you are receiving the Wings & Wheels Bonus. 1.6.2.1 - Personal Possession Requirement Wings & Wheels Bonus payments may not be transferred or used for car leases or purchase in the name of any third party or person or company other than the named WorldVentures Representative qualifying for the Bonus. 1.6.2.2 - Continuous Possession Requirement There is no restriction on length of lease or financing arrangement but to receive the $600 Bonus, in the case of purchase, the Representative must maintain ownership. In the case of a lease or any other arrangement in which the Representative does not obtain ownership of the car, the Representative must maintain possession of the car and be in compliance with the terms of any lease or other finance arrangement with regard to possession or control of the car. Leases or other non ownership arrangements will make the Representative eligible for the Wings & Wheels Bonus at the $600 level only for the length of your lease. If your lease expires and you do not purchase your BMW or lease/purchase another BMW, you will no longer be eligible for the Wings & Wheels Bonus at the $600 level. 4 Rev. 20712 WorldVentures Marketing, LLC – Compensation Plan - Addendum 1.6.3 - Proof of Possession Submission Deadline Representatives must submit proof of possession of a Wings & Wheels silver BMW by the end of the second month of their Wings & Wheels car qualification. If it is not received on or before the last day of the second month of qualification, the qualifying Representative will receive the $300 cash option for the third month. 1.7 - Double Cycles During the Wings & Wheels promotion period, double cycle bonuses will be limited to four per weekly pay period (Feb. 1, 2012, to April 13, 2012). IMPORTANT Please be aware of the following regarding your participation in this Program. Although WorldVentures does not offer you any advice on the terms of any lease or purchase agreement for your car we do recommend you take independent financial or legal advice before entering into any financial commitment. You are not obligated to purchase or lease a BMW vehicle. If you do purchase or lease a BMW or any other vehicle associated with your participation in this Program, you are personally and solely responsible for the payment of all purchase or lease amounts. WorldVentures will not: (a) participate in any negotiations regarding your purchase or lease of a BMW or other vehicle; (b) sign (in any capacity whatsoever) the purchase or lease agreement, or any other documents, relating to your purchase or lease of a BMW or other vehicle; or (c) be liable in any way whatsoever to BMW (or any BMW affiliate or any seller or other financial organization) for any financial or other obligations relating to your purchase or lease of a BMW or other vehicle. TERMINATION OF WINGS & WHEELS BONUS You will no longer be eligible to receive any bonus under the Wings & Wheels Program in the event of any of the following circumstances: You are no longer an active Independent Representative; You sell or transfer your Representative business; You or WorldVentures terminates your Representative Agreement for any reason; WorldVentures suspends your Representative account as part of a compliance investigation; WorldVentures decides to terminate the Wings & Wheels Program in whole or part and in all or any one or more of its open international markets for legal or business reasons; You fail to provide annual Proof of Purchase/Lease documentation if requested. TERMS Participation in the Wings & wheels Program is subject to the Representative complying at all times throughout the Promotion Period with the terms of the WorldVentures Representative Agreement including the Policies and Procedures and Compensation Plan as amended by this Program. This Program is incorporated into the Representative Agreement for all Representatives who are registered as a WorldVentures Representative or who sign up during the Promotion Period. 5 Rev. 20712 WorldVentures Marketing, LLC – Compensation Plan - Addendum In the event of any inconsistency between the WorldVentures Compensation Plan and this Program the terms of this Program take precedence. Except the extent set out or varied in this Program, all other terms of the WorldVentures Compensation Plan remain in full force and effect. WorldVentures reserves the right to extend or limit the Promotion Period and to advise participants in the Program by notice in the WorldVentures News or by email or in any other way in accordance with the Representative Agreement. 6 Rev. 20712