The year 2010 will certainly go down in history as the most significant span of success since the company was founded some 20 years ago. We set the pace in January for a record year with our revolutionary paid to shop program in full swing. By the time 2010 had ended, we were paying registered customers up to 50 percent cash back on qualified purchases made through the Web Portal. Paying customers that

much to shop was unheard of, especially amidst the country’s continued economic woes. Fortunately, Market America remains insulated from sudden market swings, as demonstrated by yet another solid year of growth. Market America’s performance continued to excel as we surpassed $451 million in retail sales for 2010 — an increase over 2009’s $429 million. Even better, our UnFranchise Owners were paid $111 million in commissions, and earned an estimated $119 million in retail profits, meaning that approximately $230 million was placed directly into the pockets of individuals implementing our proven business plan in 2010. All told, our Shop Consultants and UnFranchise Owners have earned over $2.2 billion since Market America’s inception. The growth we experienced didn’t stop with sales and commissions paid. Our product line expanded as we launched

the new high-end personal care brand, Fixx, and our health professional division, nutraMetrix, gained some major momentum last year as we continued to penetrate the medical community. In September of 2010, Market America successfully expanded the UnFranchise® business opportunity to the Philippines, making it the company’s sixth market worldwide. Presently, the company has operations in the U.S., Canada, Australia, Taiwan, Hong Kong and now, the Philippines. We have our sights set on Europe next as we’re already paving our way into the United Kingdom. With the acquisition of SHOP.COM, not only did we speed up our technology, we instantly launched our brands in the United Kingdom through their existing platform UK.SHOP.COM. This will set the stage for introducing the UnFranchise Business Development System there in early 2012. The acquisition of SHOP.COM to close out 2010 was by far the greatest move in the history of the company. It combines SHOP.COM’s strength in technology and merchandising (providing customers with the latest, high-tech online shopping) with Market America’s high-touch, personal shopping experience, including the industry’s only unlimited cash back program. As the integration continues to unfold, it will make 2011 an even greater success as we confidently predict global sales and commission growth of more than 22 percent. Above all, this success will be shared by all of us!

THE BILLION DOLLAR ROLL

2QH�WR�2QH�0DUNHWLQJ� Creating The Economy Of The Future

Approximately every 10-20 years, a new marketing system emerges as a better way of

distributing products to the end consumer. One-to-One Marketing has emerged as the

new paradigm for the 21st century. With the philosophy that people hate to be sold but

love to buy, One-to-One Marketing seamlessly matches people to products and products

to people. As a One-to-One Marketing company, Market America is on the leading edge

of digital marketing. Digital marketing is the process where PD� matches products

to people’s profiles and in turn people to the products they are shopping for based on

digital correlations in our database. Market America is then able to customize the display,

presentation and medium based on the customer. With this dynamic in place, customers

get exactly what they want — we are supplying rather than selling. Market America will

be to One-to-One Marketing what McDonald’s is to franchising and what Microsoft is

to computerization.

7KH�8Q)UDQFKLVH��%XVLQHVV�'HYHORSPHQW�6\VWHP A Proven Plan For Your Financial Success

Like a franchise, Market America provides systemization, standardization, state-of-the-

art management systems, merchandising and marketing tools, growing visibility and the

opportunity to own multiple business locations. However, unlike a franchise, there are

no franchise fees, monthly royalties, territorial restrictions, little to no risks and minimal

startup expenses. Best of all, UnFranchise Owners can begin on a part-time basis with

flexible hours. There are two ways to earn income. First, provide products through your

Market America Web Portal. Earn 30 to 1,000 percent gross retail profit by servicing

the needs and wants of 10-15 Preferred Customers. Second, leverage your time and

duplicate your efforts by creating a sales organization with others doing the same.

Simply put, the UnFranchise Business Development System provides a path to financial

independence by allowing you to secure a stream of ongoing income.

3URGXFW�%URNHUDJH� Market America’s Mall Without Walls®

As a product brokerage company, Market America identifies the highest quality

market-driven products and services. By moving with the marketplace, Market America

does not rely solely on the sales of any one product or service. Without the costly

burdens of manufacturing, mass marketing and advertising, greater resources are placed

in product development and quality assurance, which guarantees that everything we

offer is backed by substantial science, rigorous testing and peer-reviewed research.

With over 2,500 exclusive products and services, our Mall Without Walls™ gives Shop

Consultants access to numerous multibillion-dollar industries including health & nutrition,

cosmetics, anti-aging, weight management, home & garden, pet care, auto care, financial

services and more. UnFranchise® businesses do not rely on the sale of any one product

or service, resulting in short-term and long-term stability and profitability. Whatever the

trend, Market America is in a position to capitalize on it.

,QWHUQHW�0DUNHWLQJ�The Ultimate Online DestinationOur Web Portal, combined with Market America’s people power, provides the most

efficient and friendliest experience found anywhere on the Internet. With unlimited

shopping — including 2,500 exclusive Market America-branded products, thousands

of Partner Stores, a Universal Shopping Cart, comparison shopping and exclusive

deals — Market America’s Web Portal is the most innovative online destination ever

created. Combine that with features like Microsoft FAST product and content search,

our revolutionary paid to shop program, rich media content, plus news, weather, e-mail

and more — all in a single location. Plus, with a dedicated Shop Consultant responsible

for ensuring a pleasant shopping experience, Market America delivers a personal touch

unmatched by any other retailer, online or off.

JR RidingerPresident and Chief Executive Officer

BUILDING A GLOBAL COMMUNITY

AustraliaAs Market Australia approaches its tenth year of operations, the company is optimistic about the future. Sales during 2010 were a strong $7.43 million USD, up from 2009, and the company expects sales in 2011 to further increase by 29 percent as we continue to introduce more products and services through marketaustralia.com.au. Despite the continued global recession, commissions paid in 2010 were $1.52 million USD and for 2011, commissions are projected to increase as well. Combining retail profit and commissions paid, Shop Consultants and UnFranchise Owners in Australia earned more than $3.64 million USD in 2010.

Hong KongIn 2007, Market America expanded its operations into yet another region in the Pacific Rim: Hong Kong. Market Hong Kong has continued to demonstrate solid growth, and last year was no exception. With sales topping $15.66 million USD in 2010 and UnFranchise Owners earning $8.37 million in retail profits and commissions, Market Hong Kong has created solid momentum. The proven strength of this market is why we’re setting an even more aggressive goal of $19.31 million USD in revenue for 2011, a 20 percent increase over 2010.

TaiwanIn 2005, Market Taiwan opened its doors, extending the UnFranchise® business model to yet another continent. The growth of operations in Taiwan during 2010 was impressive, with sales topping $99.50 million USD and commissions paid in excess of $30.19 million USD for the same time period. In total, Taiwan Shop Consultants and UnFranchise Owners earned more than $58.62 million USD in 2010. For 2011, sales of over $128.25 million USD is anticipated, a 24 percent increase over 2010. We’re also predicting that Market Taiwan’s field operations will surpass 35,000 Shop Consultants and UnFranchise Owners.

THE FOUR CORNERSTONES OF OUR SUCCESS

Philippines & The United Kingdom�Less than a year ago, we launched the UnFranchise business in the Philippines. With the growing number of Shop Consultants and UnFranchise Owners in this new region, we anticipate a solid first full year of sales for Market Philippines. Earlier this year, we began merchandising our products on UK.SHOP.COM which will build brand awareness and customer base to put us in position to offer the UnFranchise business throughout the United Kingdom in early 2012.

1 2

MARKET AMERICA, INC.

Market America’s mission is to provide a system for entrepreneurs to create an ongoing income, while providing consumers worldwide with a better way to shop.

Through revolutionary technology and the power of people, we are creating the economy of the future.

Founded in 1992,

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MARKET AMERICA — AN OVERVIEWMarket America (marketamerica.com) is one of the largest online retailers for consumers worldwide, featuring exclusive products and services (PD brands) along with offering products from more than 3,500 of the top Internet retailers. Together, Market America offers over 50 million products and services. Our proprietary business model combines the power and scope of the Internet with the personalization of One-to-One Marketing to provide consumers with what they want and need. The Market America Web Portal utilizes comparison shopping, customer reviews, live chat assistance, and a state-of-the-art search engine powered by Microsoft®.

With a dynamic real community of entrepreneurs and loyal customers, Market America tracks customers’ profiles and buying habits in order to match products to people and people to products. Each entrepreneur has a Web Portal supplied by the company. Through each individual Web Portal, in addition to news, entertainment, videos, blogs, social networks, free e-mail, etc., consumers can access over 50 million products and services (PD’s brands and Partner Stores), making it one of the largest Internet shopping sites on the planet! Think of it this way…it is like owning your own Amazon.com — but much better!

Market America provides a systemized and standardized business model, just like a franchise. Everyone follows a proven business system and the company provides the support, training, technology, products and growing visibility. It's called the “UnFranchise® business” because you have all the benefits of a franchise but do not have to pay a franchise fee. Additionally, instead of paying the franchisor a royalty, PD pays you commissions and retail profits from the sales through their Portal and referral network. Customers get paid for shopping and UnFranchise® Owners earn commissions and retail profits from shopping on their site and from referrals.

COMPANY QUICK FACTS� Over $3.8 billion in accumulated retail sales

� Since the company’s inception, individuals have earned over $2.2 billion in estimated retail profit* and commissions following our business plan

� Annualizing approximately $500 million in sales per year on the way to $1 billion annually

� Over 50 million additional products/services offered through partner stores

� 2,500 exclusive Market America branded products/services

� 180,000 UnFranchise® Owners in six countries, spreading across three continents

� Over 3 million registered Preferred Customers worldwide

� Over 30 million page views per month average (2010 total per average worldwide)

� 30,000 sq. ft. Technology Research & Development Center; 200,000 total sq. ft. Headquarters & Fulfillment Center in Greensboro, N.C.; Localized Business Centers in Australia, California, Hong Kong, the Philippines, Taiwan and the United Kingdom

� Acquired human resources and technology of SHOP.COM

*Estimated retail profit based on suggested retail price.

Shop Consultants and UnFranchise® Owners have earned the following since the company’s inception:

With more than 3 million customers and 180,000 Shop Consultants and UnFranchise® Owners worldwide, Market America has generated over $3.8 billion in accumulated retail sales, and individuals have earned over $2.2 billion in commissions and estimated retail profits* (as of December 31, 2010). Last year, Market America generated sales of more than $451 million (retail).

Headquartered in Greensboro, N.C., the company employs over 600 people globally with international operations in Australia, Canada, Hong Kong, the Philippines, Taiwan, the United Kingdom and the United States.

Through One-to-One Marketing, Market America combines the Internet with the power of people, creating the ultimate online destination. As a result, we have revolutionized a brand-new industry, setting a standard by which all other businesses are measured.

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MARKET AMERICA IS A HYBRID BETWEEN HSN AND AMAZON.COM

A Web PortalThe Market America Web Portal is the ultimate online destination, offering over 50 million products and services from thousands of the world’s most popular e-retailers, in addition to thousands of our own exclusive company brands. Plus, you’ll find instant access to blogs, social networking, entertainment, videos, digital publications, a customizable toolbar, coupon codes, personalized product recommendations, cash back on thousands of products, and more!

An OpportunityMarket America provides the most realistic and lucrative business plan — the UnFranchise® Business Development System. The UnFranchise business can yield a very substantial ongoing income for those individuals who are serious and willing to implement the proven system.

The Power of PeopleEvery customer is assigned a Shop Consultant who can guide them on the Portal and maintain a personal connection and relationship (high-tech and high-touch). With our global community of entrepreneurs, we’re banding together and combining our economic buying power to make money. We are ultimately buying through each other using an incredible tracking system that enables us all to be compensated! We are leveraging people power to provide better products at a better price. We don’t compete for shelf space since there’s no product inventory so we, as the entrepreneurs, can create an ongoing income and compete alongside the big corporations.

Market America will be to One-to-One Marketing what McDonald’s® is to franchising and what Microsoft® is to computerization.

LIKE AMAZON.COM, BUT WITH POWERFUL DIFFERENCES AND ADVANTAGES:

“Market America’s home page is an entirely addictive online experience that ultimately generates revenue for its users.” — HAUTE LIVING MAGAZINE

THE ULTIMATE ONLINE DESTINATIONWith the recent acquisition of SHOP.COM, Market America is upgrading to a third-generation shopping search with intuitive navigation, personalized recommendations, and lightning fast results. This will allow shoppers not only to find the products they're looking for, but to quickly reference content relevant and beneficial to their shopping decisions.

Our business is similar to HSN because, as a product broker, we are presented with thousands of products. We only take the most market-driven and unique products. HSN sells direct to the consumer over TV, using someone to explain the product to the viewer. We do the same thing on the Internet and use Shop Consultants and intuitive technology to explain the product and educate the customer. The company is annualizing at $500 million in retail sales and growing at 25 percent per year. Market America is expected to hit $1 billion in revenue within two to three years, $10 billion within five years, and $50 billion within 10 years from the acquisition of SHOP.COM, international expansion, continued product development, and the shopping experience that pays you cash back.

We are like Amazon.com in that we have aggregated millions of products and services into one shopping experience. Over 50 million products and services can be accessed through each individual Web Portal. Each Web Portal has over 3,500 name brand stores and companies (e.g., Target, Best Buy, Apple, Nike, Victoria’s Secret, Bloomingdales, Barnes & Noble) in addition to the 2,500 exclusive PD-branded products and services. Therefore, each Web Portal is one of the largest Internet shopping sites on the planet! People actually get paid to shop and for referring others to shop from their Web Portal. We have sophisticated software that tracks from whom leads are generated, resulting in retail profits, commissions and an ongoing income. �

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TECHNOLOGY & THE SOCIAL MEDIA REVOLUTIONMarket America enables you to always be on the forefront of the latest technology and capitalize on the growing social and economic impact of the Internet, social networking and online shopping. The advancements in technology are making communication and connectivity instantaneous, thus fueling the UnFranchise® businesses of our growing global community of entrepreneurs. Social media (i.e., Facebook, Twitter, YouTube) provides a valuable tool to reach people, instantly exposing them to products, services and our business system. Although social media is a valuable tool, it will not take the place of personal interaction and relationships. The combination of people power and technology is the solution, and Market America offers both!

A Web Portal + The UnFranchise System + Management Performance Compensation Plan + Social Media + People Power = Ongoing Income!

While other companies are trying to build social networking into their shopping sites, Market America has taken an opposite approach, bringing marketamerica.com to Facebook with an application called PD Network. On social networks, there is a wealth of information. People tell you more about themselves than they would ever reveal on a shopping site. There is so much interactivity going back and forth between people — their likes, their dislikes, their wants, their emotional experiences, how they are feeling at the moment, and what they experienced throughout the day. PD Network bridges the gap between social media and online shopping with one simple, easy-to-use interface that lets you search, shop, save and share with over 600 million potential customers! PD Network mirrors the user’s activity on marketamerica.com back to PD Network, streaming updates in the news feed, alerting friends and customers to hot deals, product recommendations and reviews. Beyond that, PD Network allows users to actually browse Market America’s 50 million products without ever leaving Facebook!

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Chart toppers, debut singles, platinum selling artists, and entertainment news and gossip are waiting for you. The PD MyWorld music portal gives you access to featured music from top artists, ringtones, artist bios, concert tickets and more. With the PD MyWorld blog and myfashioncents.com, staying up to date on the latest trends is at your fingertips. The Future Releases section helps you stay in the loop on new albums by music artists. In Spotlight Items, exclusive behind the scenes and backstage footage can be found along with song downloads and brand new merchandise. From Katy Perry to Alejandro Sanz and the UnLabel artists on Conquer Entertainment®, PD MyWorld is your total music resource.

Coming soon to PD MyWorld: sports, movies, video games, entertainment and more!

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GET PAID TO SHOPCashback is the revolutionary shopping program from Market America that saves you money and pays you to shop! Get paid for purchasing online the things you want and need, and have them delivered right to your door.

Earn up to 50 percent cash back for purchasing eligible Market America-branded products and those from our Partner Stores where you see the Cashback logo. Plus, get 1/2 percent cash on eligible referral purchases.

Find exactly what you need from tens of millions of products and services using our lightning fast search technology. Shop from home and save time, gas, and the hassle of fighting crowds. The Cashback program rewards you for doing what you already love to do — shop!

WHAT PEOPLE ARE SAYING ABOUT“Thank you, Loren, for the newest Cashback video that you created! You spell out the program so simply yet in such a way that everyone who watches it will surely be hooked. I had a family reunion and showed it to some of my extended family that I don’t see very often, and just from that video alone I got eight new customers and they’re all already getting paid to shop from my Portal! Cashback is incredible!”

- Elizabeth S. / Baltimore, Md.

“I LOVE Cashback! I can buy the things that I regularly buy at brick-and-mortar stores and I can have them delivered right to my door. I don’t have to stand in lines and deal with traffic. The best part is that I am earning money back on every purchase I make. There is no reason not to take advantage of Market America’s Cashback program. It is a no-brainer!” - Staci Bockman / McHenry, Ill.

“I didn’t step foot out of my home to do any shopping this past holiday season and I loved it! I have three children — ages 8, 6 and 5 — and my Market America business saved me from spending my limited free time rushing around trying to find gifts for them and everyone else on my shopping list.

In very little time, I was able to search for what I needed, comparison shop, search for coupons for additional savings, and place the orders. The best part about shopping on my Portal is that Market America PAYS me to do this in more ways than one. I earn commissions, my team earns commissions, and I earn cash back on my purchases. Why would you not do this and why would you not tell your friends and family members to do the same???”

- Deb Walton / Pittsburgh, Pa.

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The Internet changed the way people shop, but the paradigm is shifting once again. Mobile technology is the wave of the future and Market America is ahead of the curve. The PD Mobile site and application allows users to browse and purchase from marketamerica.com and its thousands of Partner Stores, plus it offers the same Cashback program and comparison shopping — all from the palm of your hand. We’ve just developed two amazing new features for PD�Mobile — a barcode scanner and store deal notifications. The barcode scanner allows shoppers to scan UPC codes found on all packaged products, automatically searches marketamerica.com for that product, and returns results showing all stores that offer it, while listing the prices to compare for the best deal. If no store offers that product, a related product will be suggested. The store notifications feature lets customers select their favorite Partner Stores, then automatically searches daily for deals and coupons from those stores. If a deal is located, the customer is instantly alerted. It is like having your own coupon book updated daily with the stores you shop at.

7 8

• A complete package designed to target all aspects of the gastrointestinal tract

• Designed to cleanse and detoxify the colon while providing friendly bacteria to the gut

• Cutting-edge products with ingredients like Fibersol-2® and state-of-the-art technology like BIO-tract® and LiveBac®

• Designed for pets so they can live a long, healthy and happy life

• Supplements with essential vitamins and minerals essential for dogs and cats

• Grooming products are all-natural and provide everything you need to pamper your pet

• Nontoxic and biodegradable; free of phosphates, sulfates and paraben preservatives; and bottled in recyclable plastic

• Contains 150 percent of aloe in four delicious flavors

• IASC-certified (International Aloe Science Council), ensuring aloe content and purity

• Promotes normal digestion and supports a healthy immune system

• Revolutionary anti-aging skincare line designed to support your skin on the cellular level

• Uses clinically tested and proven ingredients like Renovage® and Lumiskin® to help you look as young as you feel

• Scientifically engineered to protect, hydrate and repair the skin while promoting a rebirthing effect

• Everything you need to turn your ordinary shower routine into a luxurious spa experience

• Each product is enhanced with vitamins, protein and natural botanical extracts

• From gentle shampoos to silky lotions specially formulated to meet a diverse range of needs

• Enhanced with Matrixyl® complex and Argireline to help reduce the appearance of wrinkles, skin discoloration and stretch marks

• Features an advanced formula that penetrates into the fine layers of skin for maximum results

• An all-in-one beauty wonder treatment that supports beautiful skin to last a lifetime

• A revolutionary pentapeptide patented formula with hydrolyzed collagen

• A serum that helps improve skin’s luminosity and firmness in as little as one month

• Helps reduce the look of redness and inflammation while evening out skin tone and fighting the appearance of fine lines and wrinkles

• Formulas that go beyond basic skin care to offer advanced anti-aging and acne care

• Designed to tackle specific problems that come about due to accelerated aging

• Contains ingredients like collagen, grape seed oil and pine bark extract to help give skin a younger and more vibrant look

• A line of solution-oriented, personal care products created for men and women

• Superior products that contain specialized ingredients for instant hair and skin therapy

• Contains argan oil — a rich source of a powerful antioxidant well-known for combating the aging process.

• Contains advanced ingredients clinically proven to benefit your heart

• Co-Q10 revitalizes and energizes the body’s cells and immune system

• Sytrinol® helps maintain normal cholesterol levels

• Omega-3 fatty acids may reduce the risk of coronary heart disease

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• Offers the fastest and most efficient delivery system of all nutraceutical supplements

• Contains the most advanced and scientifically proven ingredients

• Provides the precise quantity of nutrients your body needs so you receive maximum results

• No fillers or binders

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• Transitions is not a diet; it is a total lifestyle approach to weight management

• Includes low-glycemic food options, support materials, supplements to help accelerate weight loss,* and an interactive website to track progress

• TLS Shape Up was designed to meet the specific health needs and concerns of the 10-17 age range

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9 10

CUSTOMIZED PRODUCTS

CUSTOMIZED PRODUCTS

Motives by Loren Ridinger is the award-winning cosmetics line defined by its creator — a trendsetter who has changed the face of the beauty industry. Simple to use and sexy to wear, Motives cosmetics provide you with an amazing color payoff, a flawless look, and a luxurious feel and finish. With the trendiest colors and industry-leading ingredients to give your eyes, cheeks, lips, face and nails a beautiful look and feel, Motives Cosmetics — like Loren Ridinger — is changing the face of cosmetics.

The Isotonix Custom Cocktail combines all your favorite Isotonix products in one canister and a single serving. Nutrition Guard helps make sure your selections do not exceed the healthy limits of any vitamins or minerals.

Not sure what products should go in your cocktail? Try one of our specialty cocktails — pre-defined blends for specific health goals: anti-aging, energy, heart health and much more! It’s your health, your choice, and your cocktail with Isotonix Custom Cocktail.

Today, successful companies need a comprehensive Internet marketing strategy, but this can be costly, technical, and time-consuming...until now. PD WebCenters® provides a solution for businesses that goes beyond just a website, integrating social media marketing, SEO/SEM, e-mail marketing tools, site statistics, fully functional e-commerce, and an easy-to-use system for maintaining an online presence without requiring special technical skills. All these aspects come together to create a unique, comprehensive Internet marketing solution where your business stands out in a cluttered, noisy marketplace.

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• Most products are eco-friendly and use plant-based ingredients that are biodegradable, phosphate-free, nontoxic and bottled in recyclable containers

• Cuts through dirt, grime and germs to leave your home spotless without harming the environment

• Concentrated formulas perform light to industrial strength jobs all in one bottle, saving you time and money

• A multifaceted approach to support all areas of healthy aging

• Utilizes cutting-edge technology and scientifically supported ingredients

• Keeps people looking and feeling healthy and vibrant

• Promotes clear vision, keen hearing, healthy bones and joints, ageless skin and more

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Getting out of debt and staying out of debt is one of the primary objectives of a large majority of people these days. But, to accomplish this, you need a plan or a roadmap. The PD Money Merge program from PD Capital Resources™ is the flagship product in the Financial Services store and provides you a financial GPS to help you plan the quickest route to zero debt!

www.macapitalresources.com

Everyone has their own individual needs based on their lifestyle, environment and genetics. What if you knew which dietary supplements, which foods, and what types of exercise were sure to maximize your health? With a simple cheek swab, the Gene SNP DNA Analysis pinpoints your unique gene variations and how those variations are affecting your body. With Gene SNP, there is no more guesswork — just results.

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* These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure or prevent any disease. * These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure or prevent any disease.

11 12

nutraMetrix Educational Institute (nEI)The mission of the nutraMetrix Educational Institute (nEI) — nutrametrix.org/nei, a not-for-profit educational institution —is to educate Health Professionals on the science of nutrition, nutritional interventions and the applications of nutraceuticals in clinical practice. With its accreditation sponsors, the Educational Institute offers AMA Category I CME hours to physicians, CE hours to some allied Health Professionals and CE hours to RNs. The Educational Institute works with a diverse and highly educated clinical and guest faculty from industry, academics and practice to achieve its goals and mission.

nutraMetrix® Elite — a revolutionary online medical community

nutraMetrix Elite provides patients/clients with a suite of services that helps track and manage all of their health and lifestyle information in one easy-to-use, collaborative online community. It is an online medical concierge where you can get instant access to doctors, health coaches and the best products 24/7.

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About nutraMetrix Advanced NutraceuticalsWe work with our vendors to carefully select the highest quality ingredients available. Our products are sourced from wherever the best raw material is found and our quality control extends to each ingredient as well as the overall product. All ingredients included in nutraMetrix dietary supplements are held to FDA Good Manufacturing Practice (GMP) standards. Ingredients held to this standard must pass a series of tests and meet strict acceptance criteria.

High-quality nutraceuticals for Health Professionals

CHANGING LIVES ACROSS THE WORLD• For the second straight year, Market

America organized an incredibly successful fundraiser. More than $125,000 was raised by Market America toward the Rally for Kids with Cancer at an event held in Miami. Loren Ridinger, who served as the event chair, JR Ridinger and friend Eva Longoria came together along with many other celebrities for the second consecutive Rally for Kids with Cancer event in Miami Beach which benefited the Jackson Memorial Foundation, International Kids Fund (IKF) and Holtz Children’s Hospital.

• Market America and the Make-A-Wish

Foundation partnered to send 8-year-old Michael Harris of Lexington, N.C. to Disney World shortly after the holiday season. Market America also held a luncheon for Michael and his family, which included a gift-giving segment to help him prepare for his trip and a surprise phone call from his favorite TV show host, Howie Mandel of NBC’s Deal or No Deal.

• Motives® by Loren Ridinger is proud

to team with the American Heart Association through “Go Red” — a fabulous lipstick that you can feel good about flaunting. For one full year, 25 percent of “Go Red” proceeds were donated to the American Heart Association. Motives “Go Red” lipstick was launched at the “Go Red for Women” fashion show at Funkshion Fashion Week in Miami Beach in October 2009.

MARKET AMERICA MAKING HEADLINES

Market America Ranked #61 on Internet Retailer’s Top 500Recently, marketamerica.com was ranked as number 61 of Internet Retailer’s 2010 Top 500 websites. The ranking reflects our constantly growing web sales, which hit $332 million during 2010 — a 3.4 percent increase over the prior year. This means for the past three years, we have remained a top 100 website throughout the U.S.

Keep in mind this number reflects marketamerica.com’s 2010 year of Internet sales — in other words, before we had integrated the technological and traffic prowess of SHOP.COM. With the collaboration of SHOP.COM’s strength in technology and merchandising and Market America's high-touch, personal shopping experience fully in place, we have the power to make 2011’s list in the top 25.

The Top 500 Guide breaks down financials, operations, customer satisfaction, performance, marketing, corporate information, website features and functions, payment systems and vendors.

SHOP.COMMore than 300 media outlets around the world covered Market America's acquisition of SHOP.COM. All the major networks including ABC, CBS, Fox and NBC featured the story — with an exclusive interview with JR Ridinger seen on Bloomberg; websites such as Yahoo, Internet Retailer, and MSN talked about it; and newspapers from the Washington Business Journal to the local Greensboro News & Record had articles on the acquisition.

ma® ProductsMarket America has some of the most competitive brands on the market, many of which continue to make headlines year after year. Motives® by Loren Ridinger has been featured in Allure, People en Espanol, People StyleWatch, US Weekly, Life & Style, among others. Then there are some of our newer PD brands, like the new Fixx™ by Loren Ridinger and MatriSkin™, which have been featured by Shecky’s.com, Happi Magazine, DailyBeauty.com, and BeautySnob.com. Where will our products show up next?

NUTRAMETRIX® CUSTOM HEALTH SOLUTIONS

• Targeted health regimens

• Custom nutrition solutions

• Isotonic-capable supplements

• Anti-aging supplements

• Children’s health supplements

• Mind and energy supplements

• Sports nutrition supplements

• Heart health supplements

• Digestive health supplements

• Prenatal supplements

• Skin health supplements

• Vision health supplements

“Every product is scientifically engineered and must be manufactured consistently with regard to purity, quality, potency and composition.” — MARK LANGE, PH.D., DIRECTOR OF QUALITY CONTROL

The nutraMetrix Division is dedicated to providing custom health solutions specifically for Health Professionals. nutraMetrix enables any Health Professional to implement customized nutritional interventions, wellness and weight-management solutions for their patients. Through its line of advanced nutraceuticals, programs and services, nutraMetrix is promoting wellness one Health Professional and one patient at a time. For more information, to browse products, or to view frequently asked questions, visit our website�www.nutrametrix.com. �Led by our Medical and Scientific Affairs team, nutraMetrix offers practitioners a complete line of nutraceuticals and customized nutritional programs to meet the demands of an educated client. Now Health Professionals — through nutraMetrix — can integrate wellness, nutrition and weight-management solutions seamlessly into their existing practices.

With over 5,000 nutraMetrix Consultants, 3,000 nutraMetrix Health Professionals, and a dedicated corporate nutraMetrix team, nutraMetrix is accomplishing what health insurance cannot do, what the pharmaceutical companies will not do, and what the federal government has failed to do. nutraMetrix is promoting the health of America, one Health Professional and one patient at a time. �

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Kwei Fang LiuField Vice President

Earnings of $36,000 - $44,999 in four weeksBurnaby, B.C.

The examples of income shown are not intended to be representative of any specific class of Market America Independent Distributor, nor are they intended to represent that any given Independent Distributor will earn income in that amount. Rather, the income figures testify to the results, which have been accomplished by Independent Distributors who have devoted time, talent, hard work and a willingness to follow the proven UnFranchise® business plan in building their Market America business. The success of any Market America Independent Distributor will depend on the amount of hard work, talent and dedication he or she devotes to the building of his or her Market America business.

The examples of income shown are not intended to be representative of any specific class of Market America Independent Distributor, nor are they intended to represent that any given Independent Distributor will earn income in that amount. Rather, the income figures testify to the results, which have been accomplished by Independent Distributors who have devoted time, talent, hard work and a willingness to follow the proven UnFranchise® business plan in building their Market America business. The success of any Market America Independent Distributor will depend on the amount of hard work, talent and dedication he or she devotes to the building of his or her Market America business.

For more information on these and other Market America Independent Distributors, visit www.thepowerprofiles.com.

Elizabeth WeberInternational Field President

Earnings of $100,000 - $124,999 in four weeksMelrose, Mass.

Ben GinderField President

Earnings of $80,000 - $99,999 in four weeksRed Lion, Pa.

Joanne HsiField President

Earnings of $80,000 - $99,999 in four weeksNew York, N.Y.

Frank & Gingie KeeferSenior Executive

Field Vice President

Earnings of $63,000 - $79,999 in four weeksQueenstown, Md.

Dolly KuoSenior Executive

Field Vice President

Earnings of $63,000 - $79,999 in four weeksWalnut, Calif.

Tony & Pam BowlingExecutive Field Vice President

Earnings of $45,000 - $62,999 in four weeksLutz, Fla.

Victor &Alice ChiouSenior Executive

Field Vice President

Earnings of $63,000 - $79,999 in four weeksMilpitas, Calif.

Marian &James KuoField President

Earnings of $80,000 - $99,999 in four weeksArcadia, Calif.

Tina ChenExecutive Field Vice President

Earnings of $45,000 - $62,999 in four weeksLivingston, N.J.

Nina HaleExecutive Field Vice President

Earnings of $45,000 - $62,999 in four weeksCovina, Calif.

Min LiuExecutive Field Vice President

Earnings of $45,000 - $62,999 in four weeksOakland Garden, N.Y.

Patrick Hsieh & Alice ChenSenior Executive

Field Vice President

Earnings of $63,000 - $79,999 in four weeksBurnaby, B.C.

Norm & Mary RothExecutive Field Vice President

Earnings of $45,000 - $62,999 in four weeksBrookfield, Wis.

Julie SchollExecutive Field Vice President

Earnings of $45,000 - $62,999 in four weeksCharlotte, N.C.

Roger & Annie WuExecutive Field Vice President

Earnings of $45,000 - $62,999 in four weeksCovina, Calif.

Emily ChengField Vice President

Earnings of $36,000 - $44,999 in four weeksArcadia, Calif.

Kenneth & Tara BeckField Vice President

Earnings of $36,000 - $44,999 in four weeksCecil, Pa.

Jacki & David BlaskoField Vice President

Earnings of $36,000 - $44,999 in four weeksChetek, Wis.

Andy & Mary Beth DocosField Vice President

Earnings of $36,000 - $44,999 in four weeksOswego, N.Y.

Phil GuidoField Vice President

Earnings of $36,000 - $44,999 in four weeksDix Hills, N.Y.

Keith & Kim DoyleField Vice President

Earnings of $36,000 - $44,999 in four weeksYork, Pa.

Lou ManfrediField Vice President

Earnings of $36,000 - $44,999 in four weeksYork, Pa.

Arlene LowyField Vice President

Earnings of $36,000 - $44,999 in four weeksPittsburgh, Pa.

Karri WuField Vice President

Earnings of $36,000 - $44,999 in four weeksVancouver, B.C.

Amber YangField Vice President

Earnings of $36,000 - $44,999 in four weeksBayside, N.Y.

Ying ZhaoField Vice President

Earnings of $36,000 - $44,999 in four weeksOak Hill, Va.

Wan Rong YuanField Vice President

Earnings of $36,000 - $44,999 in four weeksCollege Point, N.Y.

Jim & Lisa WinklerExecutive Field Vice President

Earnings of $45,000 - $62,999 in four weeksOkauchee, Wis.

Vikki LeeExecutive Field Vice President

Earnings of $45,000 - $62,999 in four weeksLong Beach, Calif.

Lisa & Yardley Lieberman-WangField Vice President

Earnings of $36,000 - $44,999 in four weeksWest Milford, NJ.

By following the steps of our proven vehicle for success, Market America has been responsible for creating hundreds of millionaires since the company’s inception in 1992. Overall, individuals have earned more than $2.2 billion in commissions and estimated retail profits.*

*Estimated retail profit based on suggested retail price.

POWERED BY PEOPLE

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TOTAL DISTRIBUTOR & UNFRANCHISE® OWNER EARNINGS

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TOTAL DISTRIBUTOR & UNFRANCHISE® OWNER RETAIL PROFITS

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TOTAL DISTRIBUTOR & UNFRANCHISE® OWNER COMMISSIONS

Market America Worldwide, Inc.and Subsidiaries Consolidated Statements of Income

Year Ended December 31, 2010 Audited Net Sales $297,473,874 Cost of Goods Sold 96,298,785Gross Profit 201,175,089

Commission Expense 111,275,035 General & Administrative Expenses 63,700,595 Income from Operations 26,199,459Other Income (Expense) 2,317,706 Income Before Taxes 28,517,165 Total Income Taxes 2,960, 033 Net Income $25,557,132

In 2010, Independent Distributors and UnFranchise® Owners were paid $111 million in commissions. Since the company’s inception in 1992 to the end of 2011’s first quarter, the total amount of commissions paid was over $1 billion.

In 2010, Independent Distributors and UnFranchise Owners earned an estimated $119 million in gross retail profits. Since 1992, the total amount of UnFranchise Owner retail profits is an estimated* $1.1 billion.

WORLDWIDE SALES GROWTH

Since 1992, Independent Distributors and UnFranchise Owners have earned over $2.2 billion from the UnFranchise System based on commissions and estimated* gross retail profits.

* Estimated retail profits are based on Suggested Retail Price

WORLDWIDE COMMISSIONS AND ESTIMATED* RETAIL PROFITS

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ASSETS 2010 CURRENT ASSETS Cash and cash equivalents $76,597,118 Interest receivable 52,299 Accounts receivable - trade 187,631 Advances to officers, directors and employees 1,796,132 Advances to related parties 2,791,747 Inventories 14,350,628 Other current assets 3,354,241

TOTAL CURRENT ASSETS 99,129,796 PROPERTY AND EQUIPMENT Buildings 16,166,670 Furniture and equipment 17,335,709 Yachts 26,457,671 Software 4,604,570 Leasehold improvements 6,227,094 70,791,714 Less accumulated depreciation 35,117,780 35,673,934 OTHER ASSETS Goodwill 1,620,285 Intangible assets, net 4,047,783 Note receivable from related party 3,130,271 Other noncurrent assets 2,537,239 11,335,578

$146,139,308

Market America Worldwide, Inc. And Affiliates

CONSOLIDATED BALANCE SHEETSDecember 31, 2010

LIABILITIES AND STOCKHOLDERS’ EQUITY 2010

CURRENT LIABILITIES

Current portion of long-term debt $285,185 Current portion of capital lease obligation 153,816Accounts payable - trade 5,812,527 Commissions payable 4,375,292 Sales tax payable 1,110,014Income tax payable 1,854,950 Other accrued liabilities 2,761,425 Unearned revenue 7,899,639

TOTAL CURRENT LIABILITIES 24,252,848

LONG-TERM DEBT 898,180

CAPITAL LEASE OBLIGATION 93,929

STOCKHOLDERS’ EQUITY

Common stock, $0.01 par value; 1,000,000 shares authorized; 15,710 shares issued and outstanding at December 31, 2010 157 Additional paid-in capital 69,566,056 Retained earnings 45,720,258 Noncontrolling interest in affiliate 3,290,057Accumulated other comprehensive income: Foreign currency translation adjustments 2,317,823

120,894,351

$146,139,308

Market America Worldwide, Inc. And Affiliates

CONSOLIDATED BALANCE SHEETSDecember 31, 2010

CONTINUED

19 20

2010 Sales $297,473,874 Cost of Sales 96,298,785

GROSS PROFIT 201,175,089

Selling Expenses Commissions 111,275,035

General and Administrative Expenses

Salaries 25,445,027 Consulting 3,893,056 Rents 2,752,226 Depreciation and amortization 6,242,018 Other expenses 25,368,268

63,700,595

INCOME FROM OPERATIONS 26,199,459

Other Income 2,317,706

INCOME BEFORE TAXES 28,517,165

Income Taxes 2,960,033

NET INCOME $25,557,132

INCOME ATTRIBUTABLE TO CONTROLLING INTEREST $25,058,365

INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST 498,767

$25,557,132

Market America Worldwide, Inc. And Affiliates

CONSOLIDATED STATEMENTS OF INCOMEYear Ended December 31, 2010

MANAGEMENT GROUPANTHONY AKERSVICE PRESIDENT OF COMMUNICATIONS

STEVE ASHLEYVICE PRESIDENT OF INTERNET MARKETING

MICHAEL BRADY CHIEF TECHNOLOGY OFFICER

BETH COXDIRECTOR OF HUMAN RESOURCES

VINCE HUNT CHIEF OPERATING OFFICER, SHOP.COM

PAT LANDRY, CPASENIOR CONTROLLER

RICH MANELLA, JDCHIEF LEGAL OFFICER

TED MEDINA, JD, MGAGENERAL COUNSEL

BRANDI QUINNVICE PRESIDENT OF OPERATIONS

SAM RITCHIEVICE PRESIDENT OF RESEARCH AND DEVELOPMENT

TANYA SMITHDIRECTOR OF MALL MANAGEMENT AND WEB MERCHANDISING

EUGENE WALLACEVICE PRESIDENT OF PROJECT MANAGEMENT

ANDREW WEISSMANEXECUTIVE DIRECTOR OF FIELD DEVELOPMENT

RICK WILLIAMSPRESIDENT, MARKET AUSTRALIA

JIM WINKLER VICE PRESIDENT OF SALES

AUDITORSDIXON HUGHES GOODMAN LLP GREENSBORO, NC

WORLD CORPORATE HEADQUARTERSMARKET AMERICA1302 PLEASANT RIDGE ROADGREENSBORO, NC 27409-9326www.marketamerica.com

SHOP.COM, INC.21 LOWER RAGSDALE DRIVEMONTEREY, CA 93940

UK.SHOP.COMSOUTHBANK HOUSEBLACK PRINCE ROADLONDON, SE1 7 SJ

MARKET AUSTRALIA UNIT 2/36 LIVERPOOL STREETINGLEBURN, NSW 2565www.marketaustralia.com.au

MARKET TAIWAN 20th FL. NO. 189 SEC. 2KEELUNG RD. TAIPEI,TAIWAN, R.O.C.www.markettaiwan.com.tw

MARKET HONG KONG UNIT 1615-1620 LEVEL 16, TOWER II GRAND CENTURY PLACE 193 PRINCE EDWARD ROAD WEST MONGKOK, KOWLOON, HONG KONG www.markethongkong.com.hk

MARKET PHILIPPINES15th FLOOR PHILAMLIFE TOWER, 8767 PASEO DE ROXASMAKATI CITY, PHILIPPINES 1226 www.marketphilippines.com.ph

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JR Ridinger

PRESIDENT AND CEO

Loren Ridinger

SENIOR VICE PRESIDENT

Marc Ashley�

CHIEF OPERATING

OFFICER

Marty Weissman�

EXECUTIVE VICE PRESIDENT

Dennis Franks�EXECUTIVE

VICE PRESIDENT

Joe Bolyard�

EXECUTIVE VICE PRESIDENT

OF INTERNATIONAL DEVELOPMENT

Kevin Buckman�VICE PRESIDENT OF ONE-TO-ONE

MARKETING AND FIELD TRAINING

MEDICAL & SCIENTIFIC AFFAIRS

MARK LANGE, Ph.D.DIRECTOR OF

QUALITY CONTROL

MARKET AMERICA, INC.

STEVEN A. SCHNUR, M.D.SENIOR MEDICAL ADVISOR

PERRY KRICHMAR, M.D.SENIOR MEDICAL ADVISOR

JIM WILMER, Ph.D.CHIEF SCIENCE OFFICER

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