From:

Nicklas Sarnicola

Date:

Thu, 17 Feb 2011 15:33:36 -0500

To:

Nicklas Sarnicola

Subject:

A few thoughts for you

Team,

As many you of you on this email head to Orlando (at least that’s what the grapevine states) I wanted to wish

all of you well should you choose to leave us. You are all good people who only want the best for yourfamilies

–

and I hope you find it where you are at. There's only so many times you can move before everyone

you know stops listening, so my wish for you is that this is the "last move" for you…again.

It’s

been stated to several people that the "

deal

to go to Limu was just too good to pass up" by Mr. Dean. Asin his personal

deal.

In September 2010 Mr. Dean shared with me that in order for his team to transition (15people he said) to Visalus and stay full-time and be able to travel and build and not skip a beat he would needa large chunk of money upfront. He mentioned that he had a couple million dollar offers on the table, but he

really wanted to be with Visalus. I mentioned to him that Visalus doesn’t do deals, but I could probably put

together a group of investors who wanted to help Mr. Deans TEAM build and not go backwards. I mentioned

that if he was 100% sold on Visalus and wasn’t going to jump again for the next "deal" waved at him that I

would put my word on the line for him. So I did.The investors proceeded to fund Mr Dean (on my word) $175,000 signing bonus to be used to fund his TEAMand their needs and costs of doing business, etc. They also went on to give Mr. Dean an additional $175,000for hitting production numbers over a course of time to keep his TEAM going. This totaling $350,000 given toMr. Dean (plus his commissions) over a 90 day period. Obviously the

investors’

intentions were to give themoney to his TEAM upfront so they could get off the ground and they would maybe the investors wouldbegin to break even a year or so later. All of this based on my trust with them and Mr. Dean's word.A few weeks ago I learned Mr. Dean was looking at companies so I sat down with him and asked. Hevehemently denied looking at companies and I quote "I would never do that to you. If I was going somewhere,I would tell you as a friend." Interesting.Within days I knew more than I cared to, but the most horrifying thing I learned was that the $350,000 thathe asked for his TEAM and their needs and their expenses and their building of a business and travel and fly-ins, etc etc

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never quite made it to them. There were a few people that got a few crumbs, but

that’s

about it.I received a very sad call from one of his leaders asking me, "Nick how could stop funding us in December?We had the worse Christmas in our entire lives and Rob said it was because you stopped funding us."Baffled I pulled the wire transfer up to confirm that Mr. Dean received a $75,000 payment during the firstweek of December

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but told his leaders that we didn’t gi

ve him anything. The team was mortified when they

learned how much Mr. Dean received and how little he had shared. So I guess the big question is….where did

all of the money go? Attached is a copy of the contract Mr. Dean signed so you are up to speed.The big question I know everyone wants to know is this: WHY AM I DOING THIS? Simple

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my value system.Someone at some point has to stand up for what is right. And this was WRONG. I want to make sure

companies, people, investors, and teams don’t keep getting

hurt.

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