: e @ cet nvcon Gra Wiewar SON Sa Sut vel ‘& Warren, MTP ine Rote 200 FILED w iaean tC cure cae A es rn race E-MAIL ADDRESS (Opting: TRAL JUSTICE CENTER, romero Pl 68-524 ‘SUPERIOR COURT OF CALIFORNIA, COUNTY OF Los Angeles ie svreraooress, 6230 Sylmar Ave. ALAN CARLSON. Cletk ofthe Cau panies cyavozecooe: Van Nuys, CA 91401 BY ee DEP sravounawe, Van Nuys East PuawriFe: Online Communications, LLC DEFENDANT: Seppinni-Magers Omni Media, LLC and Scott Magers Meet, 6 a bie oes 170.5 CONTRACT ‘COMPLAINT [AMENDED COMPLAINT (Number): ([1cross-compLaint [—] AMENDED CROSS-COMPLAINT (Number): an-onto “Taridiction (check al hat apply) 5 7 [CTACTION Is A LIMITED CIVIL CASE O45 113 ‘Amount demanded [| does not exceed $10,000 exceeds $10,000 but does not exceed §25,000 [ZZ ACTION ts AN UNLIMITED CIVIL CASE (exceeds $25,000) ney £5 ACTION Is RECLASSIFIED by this amended complaint or cross-complaint [from limited to unlimited (}ftom untimited totimited 1. Plaintiff (nemo or names): Online Communications, LLC alleges causes of action against defendant” (name or names) Seppinni-Magers Omni Media, LLC and Scott Magers 2. This pleading incuding attachments ané exits, consists ofthe folowing number of pages: 3. a, Each plainif named above is a competent adit xcept plaintiff name): Online Communications, LLC (1) [Ja corporation quali to do business in Califia (@ Jan unincorporated entty (deoonbe): (8) lather (spectyy: ; a Wyoming limited liability company », [Paint name): 2 LJhas complied wth he ftitous business name laws and is doing business under the Fltous name (specRYiS b. has complied with alicensing requirements asa licensed (speci c.[Jinfermation about addtional paints wna are not competent ais is shown in Atachment 30, 4. a. Each defendant named above is natural person xcept defendant (namo): Seppinni-Magers [except detendent (name) (1) [Ja business ecpanization, form unknown (1) [2 business organization, form unknown (2) [Ja corporation (2) [Ja comporation 3 {3) Elan unincorporated enity (describe) (2) [Jan unincorporated entty (desc (4) Ja pubic entiy (describe): (4) [1 pubic entty (describe) 2 other (speci): limited liability company (6) [other (spect an ne a pet scoop ana nym oe rage teta aera COMPLAINT—Contract caaol cat ni §85.12 AB'2o01 en danay 2807SORT TLE SENDER | Online Communications, LLC v. Seppinni-Magers, et.al. PLD-C-001 4. (Continued) . The true names of defendants sued as Does are unknown to plaintt, (1) Doe defendants (specity Doe numbers): 1-5, detencants and acted within the scope of that agency or employment. Doe defendants (specify Doe numbers): 1-5 are persons whose capacities are unknown to plaintif. © [1 Information about additional defendants who are not natural persons is contained in Attachment 4c. 4. (J Defendants who are joined under Code of Civil Procedure section 382 are (names): were the agents or employees of the named. @ 5, [1] Plaintitfis required to comply with a claims statute, and a. [_] bas complied with applicable claims statutes, or b. © is excused from complying because (spect) 6. [£1 This action is subject to] Civi Code section 1812.10 [—] civil Code section 2984.4, 7. This cout Is the proper court because € defendant entered into tne contract here. Lo a defendant lived here when the contract was entered into [a cetendant ives here now: [the contract was to be performed here. [a e defendant isa corporation or unincorporated association and its principal place of tusinessis here. real property that isthe subject ofthis action Is located ner. i other (speci) ; 8. The following causes of action are attached and the statements above apply to each (each commplaint must have one or ‘more causes of action attached) Broach of Contract Common Counts Co otter (speci): 2 (] Other allegations: 410. Plainttt prays for judgment for costs of suit for such relief as is fair, just, and equitable; and for jamages of: $40,000 . [2] interest on the damages ‘according to proof 2) atthe rate of ¢specity): percent per year from (dst) « tlomey's fees according to proof 4. [J other (specity 41, [2] The paragraphs ofthis pleading alogad on information and belief are as follows (speci paragraph numbers): Date: 10/17/11 Bimali Walgampaya » “AVE OR PT Na) Sorin Opa (you wish to very this pleading, efx a verifcation) FIDE oT es ana 1 oT ‘COMPLAINT—Contract ae[SHORT TM: SRSENOIER Online Communications, LLC v. Seppinni-Magers, et. al | PLD-C-001(1) FIRST CAUSE OF ACTION—Breach of Contract oe ATTACHMENT TO Complaint [Cross - Complaint {Use a separate cause of action form for each cause of action.) BC-1. Plaintiff (name): Online Communications, LLC alleges that on or about (date): 6/11/09 written [2 oral (7) other (specity) agreement was made between (name parties to agreement): Online Communications, LLC and Seppinni-Magers Omni Media, LLC A copy of the agroomentis atached as Exhibit A, or [1 The essential terms of the agreement [_] are stated in Attachment BC-1 [7] are as follows (specify) BC-2. On or about (dates): June 10, 2010 ‘defendant breached the agreement by [—] the acts spectad in Attachment 8C-2 CZ] the folowing acts (spect Defendants did not meet the minimum performance requirements as required under the contract, and did not pay back to Plaintiff the monies given by Plaintiff to Defendants. BC-3._Plaintif has performed all objigations to defendant except tnose obligations plaintif was prevented or ‘excused from performing BC-4, Plainti sutteed damages legely (proximately) caused by defendants breach ofthe agreement es stated in Attachment BC-4 LZ] as follows (specify): $40,000 for all payments made to Defendant, but not returned by Defendant per the contract, plus the interest agreed upon, Bes, Plain is entiled to attomey fees by an agreement or a statute Dos cording to proof 8c-6. [71 oter linterest‘according to proof: Page oper ere g CAUSE OF ACTION—Breach of Contract Corda. 52 .ctcooitme Jay 207 Seon‘SHORT TITLE: (CASE NUMBER: Online Communications, LLC v. Seppinni-Magers, et. al. PLD-C-001(2) SECOND CAUSE OF ACTION—Common Counts nba ATTACHMENT TO [Z] Complaint [] Cross - Complaint (Use a separate cause of action form for each cause of action) CC-1, Plant (name): Online Communications, LLC alleges thal defendant (name): Seppinni-Magers Omni Media, LLC and Scott Magers became indebted to jain) other name): within the last four years, ay ‘on an open book account for money due @ because an account was stated in writing by and between plaintiff and defendant in which it was agreed that defendant was indebted to plein two years. [“] four years for money had and received by defendant fr the use and beneft of plant {ot work, labor, services and materials rendered atthe special instance and request of defendant ‘and for which defendant promised to pay plait (J thesumots [the reasonabie vale. (3) (2) for goods, wares, and merchandise sold and delivered to defendant and for which defendant promised to pay paint the sumofs [the reasonable value. (4) [2 formoney lent by plantif to defendant at defendant's request (5) [[) tor money paid, laid out, and expended to or for defendant at defendant's special instance and request (©) (1 other (speci “) 2 cc-2.$ 40,000 _ whichis the reasonable valu, is due and unpaid despite plants demand, plus prejudgment interest accarding o proot (_] attherate of percent per year ‘rom (dat Plaintif is entitled to attomey fees by an agreement or a statute CO os ‘according to proof Page Page tats faaeneeanatr, ‘CAUSE OF ACTION—Common Counts Soa Re, 5 uw C0") on sonny 208) aesCOMMISSION PAYMENT AGREEMENT This Commission Payment Agreement (“Agreement”) is entered into this 11 day of June, 2009, by and between Online Communications LLC, a Wyoming Limited Liability Company , whose address is 4504 San Blas Ave., CA 91364 hereinafter known as (OCLLC”), and Seppinni-Magers Omni Media LLC, Tax ID # , Whose address is 9101 West Sahara Ave. #105-K5, Las Vegas, NV 89117, hereinafter known as (“Distributor”). RECITAL Distributor has executed an Independent Distributor Application including the referenced Distributor Terms of Agreement with MX] Corp. to be an independent distributor of MXI Corp. products (“Distributor Agreement”), Distributor is paid commissions pursuant to the terms and conditions of the Distributor Agreement as well as to abide by MXI Corp.’ Policies and Procedures and Compensation Plan, both of which are referenced in the Distributor Agreement. Distributor desires to receive from OCLLC additional funding payments and 12 Twelve months of future commission from OCLLC ID # 17795 to assist Distributor in building his or her business. OCLLC is willing to make such funds available ‘based on the terms and conditions set forth in this Agreement. AGREEMENT 1. Commission Advs 1.1, Commencing with an advance payment starting June 15", 2009 and continuing for a period of 6 months, as long as the minimurn monthly performance objectives are met, OCLLC agrees to pay Distributor monthly guarantee payments of $20,000.00 (Twenty Thousand Dollars) (“Payment”) on the schedule noted below in Paragraph 1.4A. 1.2, Distributor agrees to performance targets noted in Paragraph 1.4A, “Schedule A”, Each month during the term of this agreement, OCLLC will compensate Distributor according to this “Schedule A”. 1.3, Distributor will be paid or expensed $20,000.00 commencing June 15", 2009. In the event of any breach of the terms.of this agreement or distributor does not meet the minimum performance requirements of $200,000.00 (Two Hundred Thousand) in total BV (BV is enrolled business volume as in his/her Personal Enrolied Group Report in MXI Corp.) within 52 weeks of the agreement date, Distributor agrees to repay 100% (one hundred percent) of the initial payment paid on June 15", 2009,1.4. Commissions paid from MXI Corp ID # 17795 and Expenses and Payment advances given from OCLLC will be paid upon achieving the minimum Group Qualifying Business Volume (GQBV) and all performance targets as follows according to “Schedule A”: A. See attached Addendum “Schedule A” B. A minimum of $10,000 every month must be used by Credit Card Purchases from OCLC for Airline Tickets, Hotels, Intemet Advertizing & Product purchases by Distributors. C. All income generated by OCLLC ID # 17795 from MXICORP shall be paid to Distributor for a period of $2 weeks. Such payments from MXICORP to OCLLC will be paid to Distributor no later than three (3) business days from receipt of fands from MXICORP. D. All maintenance costs for ID # 17795 to MXI Corp will be deducted and reimbursed to OCLLC prior to payments being issued to Distributor. E. If Distributor fails to meet any of he six (6) performance benchmarks as set forth in Schedule A, Distributor will receive a sixty (60) day grace period to retroactively qualify. If the grace period lapses without retroactively qualifying, Distributor will be in breach of this Agreement, 1.5. All non tax deducted expenses paid to Distributor from OCLLC will be 1099 income to Distributor as defined by the IRS tax code, and Distributor shall be required to sign and dill out a W-9 tax form for OCLLC records and reporting. . Confidentiality Distributor agrees that he or she will keep confidential and not disclose to any other person or entity any of the terms or conditions of this Agreement including, but not limited to, any disclosure that any funds or other consideration was paid or received by Distributor in excess of the actual Commissions eamed and otherwise available, The duty of confidentiality shall survive the termination of this Agreement. . Covenant Not to Compete, ‘Notwithstanding the provisions of the Policies & Procedures, Distributor hereby agrees that during the Term, he will not directly or indirectly compete (as defined below) with MXI Corp. or any of its affiliates anywhere in the world. The Distributor hereby acknowledges and agrees that the nature of network marketing is such that MXT Corp. should be deemed by any court ot adjudicative body to be doing business anywhere in the world. As used herein, the phrase “directly or indirectly compete” shall include owning, ‘mandiging, operating or controlling, or participating in the ownership, management, operation or control of, or being connected with or having any interest in, asa stockcholder, director, officer, employee, agent, consultant, independent contractor, assistant, advisor, sole proprietor, partner or otherwise, or enrolling or acting as an independent Distributor or recruiter for, any person or entity, other than MXI Corp. ot any ofits affliates, that is engaged in, or proposes to become engaged in any other direct selling or networkmarketing or multilevel marketing venture selling chocolate or chocolate related products (collectively “network marketing”) unless mutually agreed upon by OCLLC and Distributor. ‘ermir tion Notwithstanding anything to the contrary set forth herein, if Distributor, at any time during the term of this Agreement, (i) violates any material term or condition of the Distributor Agreement or Policies and Procedures, (i) breaches the confidentiality terms above, (ii) becomes a distributor or obtains any interest, in any form, in a distributorship, of a company that OCLLC in its sole discretion, determines is « competitor of MXI Corp., or (iv) is convicted under any federal or state law, then OCLLC shall have no obligation to make any further Commission or Expense Payments under this Agreement, and OCLLC is entitled to damages in the amount of two (2) times all Payments made pursuant to this Agreement in addition to any other rights and remedies it has by law. . Applicable Law This Agreement shall be governed by the laws of the State of California. Assionment Distributor shall not sell, assign or transfer any rights or interests created under this Agreement or delegate any of their duties without prior written consent of OCLLC. 7. Status as Independent Contractor The parties acknowledge and agree that the designation of Distributor as pertaining to this agreement does not alter the status of Distributor as an independent contractor. ‘This Agreement shall not create the relationship of employer and employee, a partnership, a joint venture or agency between MXI Corp., OCLLC, andor Distributor. MXI Corp and OCLLC shall not control or direct the details or means by which Distributor performs obligations and covenants required hereunder except as expressly provided herein. Other than as outlined herein, Distributor shall be solely liable for the expenses which result from building or maintaining a Downline, including without limitation expenses related to licenses, fees, insurance, liabilities, operating expenses, and taxes. Distributor shall have no authority to bind, obligate or commit the MXI Corp ot OCLLC by any promise ot representation without the priot written approval of MXI Corp or OCLLC. . Attorneys’ Fees Should any ofthe parties default in any ofthe covenants contained in this Apreement, or in the event a dispute shall arise as to the meaning of any term of this Agreement, the defaulting or non-prevailing party shall pay all costs and expenses, including reasonable attomeys’ fees, that may arise or accrue from enforcing this Agreement, securing an interpretation of any provision ofthis Agreement, or in pursuing any remedy provided byapplicable law whether such remedy is pursued or interpretation is sought by the filing of a lawsuit, « motion, an appeal, or otherwise, 9. Entire Agreement This Agreement contains the entire agreement of the Parties related to the subject matter of this Agreement. It may not be changed orally but only in writing signed by both Parties, In witness whereof, the undersigned have executed the Agreement to be effective as of the date first above written. Online Communications LLC Seppinni-Magers Omni Media LLC Owner/Manager Dated: _June 11, 2009 Dated: June 11", 2009 Soot Magi Owner/M: Dated; June_11", 2009 Witnessed By: Law Offices of Wellman & Warren LLP 24411 Ridge Route Suite 200 Laguna Hills, CA 92653 Dated June 11", 2009“e109 1X 40 spojied yaam quazina ayy Uodn paseq ae a1ay paquasaiday syaam, 6002 ‘yi 42quia2eq uo pled aq |) uaUKed [euy; UaYys “6007 “WAL 4aquiac9a Aq ‘au uead aney suonedytiend We ssojun OF /OT/t pred aq IIWm GO/L/ZE BNP quauIA|d [OUI 44 ce THM, puowerg oser 60/c/et 000074. 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