SALUGEN, INC. SERVICE AGREEMENT

This Services Agreement ("Agreement") effective on August 30, 2005 or the day Salugen, Inc. receives Customer's order ("Effective Date"), sets forth the terms and conditions of services provided by Salugen, Inc., a California corporation with its principal place of business located at 4660 La Jolla Village Drive, Suite 500, San Diego, California 92122 ("Salugen"), to the Salugen, Inc. customer ("Customer").

Please make sure you have reviewed and agreed to our Informed Consent and Privacy Policy and the Website Terms and Conditions of Use. This Agreement, the Informed Consent and Privacy Policy and Website Terms and Conditions of Use will be provided to you by mail.

If you do not want to agree to this Agreement electronically, please click cancel and contact us by phone at 858.535.4825 or by mail at Salugen, Inc., 4660 La Jolla Village Drive, Suite 500, San Diego, California 92122 for a printed version.

WHEREAS, Customer wishes to engage the custom nutritional product services of Salugen; and,

WHEREAS, Salugen wishes to provide custom nutritional product services to Customer subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Salugen and Customer hereby agree as follows:

1. REPRESENTATIONS, WARRANTIES, and COVENANTS

1.1. Representations, Warranties and Covenants of Salugen

Salugen hereby represents, warrants, and covenants the following:

1.1.1. Salugen agrees that the conduct of the services performed herein shall be undertaken in full compliance with the terms and provisions set forth in this Agreement, the Salugen, Inc. Informed Consent and Privacy Policy and other written instructions provided by and agreed upon between Customer and Salugen in accordance with all applicable laws and regulations.

1.1.2. During the term of this Agreement, Salugen agrees to diligently and conscientiously use best efforts to perform custom nutritional product services in support of Customer's interests.

1.1.3. Salugen agrees to provide you with custom nutritional product services, including but not limited to a DNA test, DNA test results, and custom formulated nutritional products.

1.2. Representations, Warranties and Covenants of Customer

Customer hereby represents, warrants, and covenants the following:

1.2.1. Customer reserves the right to determine whether the services provided by Salugen meet Customer's needs and requirements.

1.2.2. Customer shall provide Salugen with all health information and other information required to formulate custom nutritional products for Customer, including but not limited to information regarding health conditions, and a DNA sample.

1.2.3. Customer shall act in good faith to fulfill its responsibilities upon which timely completion of Salugen's services depends.

2. FINANCIAL ARRANGEMENTS; PAYMENT TERMS

2.1. Customer is responsible for all fees and charges for or resulting from the services provided by Salugen under this Agreement. Fees and charges include, but are not limited to recurring monthly service, shipping and handling, laboratory tests; late payment fees; regulatory costs recovery and other surcharges; and any applicable taxes or governmental fees, whether assessed directly upon you or upon Salugen. Salugen, in its sole discretion, may require that Customer make payment by money order, cashier's check or similar secure form of payment. Charges may apply for additional copies of your bill or for detailed information regarding your usage of Salugen's custom nutritional product services.

2.2. Advance Payments or Deposits. Salugen may require Customer to make deposits or advance payments, at the beginning of the Term or throughout the Service Commitment, for payment towards custom nutritional product services. Interest will not be paid by Salugen on any deposits or advance payments unless required by law.

2.3. Monthly Billing. Customer will be billed monthly for custom nutritional products purchased from Salugen. Customer will be billed the monthly service fee and other charges one month in advance. Each monthly payment is due in full from the Customer.

2.4. Auto-Payment. Customer may give its credit card information to Salugen for automatic monthly billing and payment purposes (please see Privacy Policy regarding the privacy of this billing information).

2.5. Early Termination Fee. An Early Termination Fee of $1,000.00 for each DNA test ordered by Customer, prorated over the remainder of the Service Commitment, will apply if Customer terminates this Agreement for any reason before the end of the Service Commitment, unless Customer terminates this Agreement according to Sections 3.2.1 or 4. The Early Termination Fee is not a penalty but a charge to compensate Salugen for Customer's failure to satisfy the terms of this Agreement and the Service Commitment.

2.6. Billing Disputes. Customer MUST NOTIFY Salugen in writing at Salugen, Inc., Bill Dispute, 4660 La Jolla Village Drive, Suite 500, San Diego, California 92122, of any disputes regarding a bill within 100 days of the date of the bill or customer will have waived its right to dispute the bill or such services and to bring, or participate in any legal action raising such dispute.

2.7. Non-Payment. Salugen reserves the right to suspend or terminate all services for non-payment of charges or fees due. If Customer's services are suspended for non-payment Customer will still be billed for and is still responsible for payment of its monthly service fee.

2.8. Other Fees. Salugen will charge you $30.00 or the highest amount allowed by law, whichever is less, for any check or other instrument, or credit card chargebacks, tendered by Customer and returned unpaid by a financial institution for any reason. Customer is responsible for payment to Salugen for any collection fees, including payment for the use of a collection agency, which may be based on a percentage of the debt (33% being the maximum) and all costs and expenses, including reasonable attorney's fees.

3. TERM; TERMINATION; DEFAULT

3.1. Term. This Agreement shall commence on the "effective date" and remain in full force and effect for twelve (12) months ("Service Commitment"). Thereafter, this Agreement will automatically renew on a month-to-month basis until Agreement terminates pursuant to Section 3.2.

3.2. Termination.

3.2.1. 3 Day Cancellation Period. Customer may terminate this agreement without incurring an Early Termination Fee within three (3) days after placing its order. Customer will still be responsible for any service fees and charges incurred before Cancellation, including but not limited to DNA laboratory test fees.

3.2.2. Termination. This Agreement shall terminate upon the mutual written consent of Customer and Salugen or by one Party providing thirty (30) days written notice to the other Party for any reason.

3.2.2.1. Salugen may terminate this Agreement without notice if Salugen ceases to provide custom nutritional product services.

3.2.2.2. Default. Salugen may interrupt or terminate this Agreement without notice if Customer violates any provision of this Agreement; Customer is found to be under the age of 18; Customer fails to make all required payments by the due date; Customer provides inaccurate or false information; or Salugen has reason to believe Customer is using the custom nutritional products for unlawful purposes.

3.2.2.3. There will be no prorating of any monthly service fees or other charges which were charged in advance, if Customer terminates this Agreement before the end of a monthly billing cycle.

Notwithstanding the termination of this Agreement as provided for above, the rights and obligations of the parties shall survive such termination and remain in full force and effect.

4. CHANGES TO TERMS AND RATES

Salugen reserves the right to change or modify any of the terms, conditions, rates, fees, expenses, or other charges applicable to this Agreement. Salugen will notify Customer of any changes or modifications separately or on Customer's monthly bill.

IF SALUGEN INCREASES THE PRICE OF ANY CUSTOM NUTRITIONAL PRODUCT TO WHICH YOU SUBSCRIBE; OR MATERIALLY CHANGES THE FORMULATION OF YOUR CUSTOM NUTRITIONAL PRODUCT WE WILL DISCLOSE THE CHANGE AT LEAST ONE BILLING CYCLE IN ADVANCE, AND CUSTOMER MAY TERMINATE THIS AGREEMENT WITHOUT INCURRING THE EARLY TERMINATION FEE, RETURNING OR PAYING FOR ANY PROMOTIONAL ITEMS PROVIDED CUSTOMER DELIVERS WRITTEN NOTICE OF TERMINATION THIRTY (30) DAYS AFTER THE DATE OF THE FIRST BILL INDICATING SUCH CHANGES OR MODIFICATIONS.

5. SERVICE LIMITATIONS; LIMITATION OF LIABILITY

5.1. Service Limitations. Salugen may interrupt, delay or otherwise limit its custom nutritional product services for the following reasons including, but not limited to environmental conditions, unavailability of ingredients, manufacturing capacity, shipping restrictions, equipment modifications and repairs, and problems with suppliers.

5.2. Limitation of Liability. Unless prohibited by law, Salugen shall not be liable for any indirect, special, punitive, incidental, or consequential losses or damages you or any third party may suffer by use of, or inability to use Salugen's services or materials, including loss of business or goodwill, revenue or profits, or claims of personal injuries. Customer shall defend, indemnify and hold harmless Salugen, its officers, directors, employees and agents from and against any and all claims of damages of any nature arising in any way from or relating to, directly or indirectly, a product and/or service provided by Salugen, including claims arising in whole or in part from the alleged negligence of Salugen, or any violation of this Agreement. This obligation will survive termination of your Service Commitment with Salugen. This Agreement gives you specific legal rights and you may have other rights which vary from State to State.

6. ARBITRATION

PLEASE READ CAREFULLY. This Agreement requires the use of arbitration to resolve disputes and also limits the remedies available to you in the event a dispute arises.

Salugen and Customer agree to arbitrate all disputes and claims, including claims that are already the subject of litigation) arising out of or relating to this Agreement, the Informed Consent and Privacy Policy or any other prior oral or written agreement, for products and services between Salugen and you. Notwithstanding the foregoing, either Party may bring an individual action in small claims court.

This Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision (Section 6 of the Agreement).

6.1. Notice. If Customer or Salugen intends to seek arbitration the Party must first send to the other, by certified mail, a written Notice of Intent to Arbitrate ("Notice"). The Notice to Salugen should be addressed to: Salugen, Inc., 4660 La Jolla Village Drive, Suite 500, San Diego, CA 92122 ("Arbitration Notice Address").

The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If Salugen and Customer do not reach an agreement to resolve the claim within 30 days after the Notice is received, Customer or Salugen may commence an arbitration proceeding.

6.2. Arbitration. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by the terms of this Agreement. The arbitration shall be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and shall be administered by the AAA. The AAA Rules are available at www.adr.org or by writing to the Arbitration Notice Address.

Unless Salugen and Customer agree otherwise, all hearings conducted as part of the arbitration shall take place in San Diego, CA. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. Customer and Salugen agree that they MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY, and not as a plaintiff or class member in any purported class or representative proceeding. Further, Customer agrees that the arbitrator may not consolidate proceedings or more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

If this specific provision is found to be unenforceable, then the entirety of this arbitration clause shall be null and void. Notwithstanding any provision in this Agreement to the contrary, Customer and Salugen agree that if Salugen makes any change to this arbitration provision (other than a change to the Arbitration Notice Address) during Customer's Service Commitment, you may reject any such change and require Salugen to adhere to the language in this provision.

6.3. Waiver of Jury Trial. Customer agrees that, by entering into this Agreement, it and Salugen are waiving the right to a trial by jury.

7. FORCE MAJEURE

A Party shall not be liable for its delay in performance or failure to perform this Agreement if such delay or failure is due to an act of God or any other occurrence beyond the control of such Party, including without limitation fire, earthquake, disease, war invasion, terrorism, acts of government, weather, civic unrest, or embargos provided however that the Party whose performance is affected uses and continues to use commercially reasonable efforts to overcome such occurrence.

8. SEVERABILITY AND NONWAIVER

If any of the terms, provisions, or conditions of this Agreement or the application thereof to any circumstances shall be ruled invalid or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected thereby, and each of the other terms, provisions, and conditions of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The foregoing does not apply to the prohibition against class or representative actions in Section 6, if Section 6 is found to be unenforceable, only the Arbitration Clause (Section 6) shall be found null and void.

A waiver or consent regarding any term, provision, or condition of this Agreement given by Customer or Salugen on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

9. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, however, that the obligations of Customer are personal and shall not be assigned by Customer without the prior written consent of Salugen.

10. GOVERNING LAW

This Agreement shall be deemed entered into and performed by both parties in the State of California and shall be construed and interpreted in accordance with the laws of the State of California.

The original version of this Agreement is in the English language, any discrepancy or conflict between the English version and any other language version will be resolved with reference to and by interpreting the English version.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.