Sage Products, Inc. Coupon Redemption Policy

Effective May 1, 2004

This document outlines the terms and conditions governing the redemption of any Sage Products, Inc. coupons by its retailers or other customers. This Sage Products, Inc. Coupon Redemption Policy may be modified at any time by Sage Products, Inc. in Sage Products, Inc.'s sole discretion. Any Sage Products, Inc. Coupon Redemption Policy shall be available to retailers and other customers for review upon written request. The current Sage Products, Inc. Coupon Redemption Policy is set forth as follows:

REDEMPTION OF OUR COUPONS INDICATES YOUR ACCEPTANCE AND COMPLIANCE WITH THIS REDEMPTION POLICY (THE "AGREEMENT"). NOTWITHSTANDING ANY COURSE OF DEALINGS BETWEEN US, NO PURCHASE ORDER, INVOICE, RETAILER-POLICY OR SIMILAR DOCUMENT SHALL BE CONSTRUED TO MODIFY ANY OF THE TERMS OF THIS AGREEMENT.

Redemption at the Store

1. Coupons are redeemable only by a consumer purchasing the specific brands and product(s) limited to the quantity and size stated on the coupon, with the face value of the coupon deducted from your retail price. Only one coupon shall be honored for each item purchased. Retailers shall not cut or submit coupons on their own behalf.



2. Coupons may not be reproduced, photocopied, mutilated, trimmed or altered in any way by the retailer or consumer. Retailers shall use reasonable care in accepting coupons.



3. Coupons are non-assignable and are void if transferred from their original recipient to any other person, firm, or group. Sage Products, Inc. does not permit the unauthorized distribution, collection, sale, or assignment of its coupons for any reason. Therefore, coupons are not to be used in swap boxes, taped to product or placed on hooks near Sage Products, Inc. products, gathered and distributed by any person or group for charitable fund-raising purposes, or otherwise used in any way except as described in Section 1, above.



4. Coupons are void if taxed, restricted, or prohibited by law.



5. The consumer is required to pay any applicable sales tax.



6. Coupons will be redeemed only at retail locations located in the United States, its territories, and at U.S. Military bases.

Processing Coupons for Payment

7. Sage Products, Inc. will only accept properly redeemed and identified coupons: (a) directly from the retailer, or through authorized (b) retailer clearinghouse, (c) retailer-billing agent, or (d) wholesaler-billing agent.



8. All applicable IRS reporting requirements, including obtaining an appropriate taxpayer identification number must be complied with by retailer and its agent(s).



9. To redeem coupons for Sage Products, Inc., send properly redeemed coupons to:
   
   Sage Products, Inc. Comfort Bath Coupon Offer
   P.O. Box 880075
   El Paso, TX 88588-0075

Policy for Payments and Denials

10. You will be reimbursed for the following three (3) items only:
1. Face value of coupons or if the coupon calls for free merchandise, for your retail-selling price (up to the stated maximum value printed on the coupon); plus



2. 8¢ for handling each coupon properly redeemed; plus



3. Reasonable out-of-pocket costs incurred for the physical transportation to us or to your authorized agent. We will not pay for any administrative or consolidation fees and, except as described in (ii) below, we will not pay any other upcharges that you or your agent (if you use one) may assess on or in lieu of such pass-through/out-of-pocket expenses. The transportation costs will be reimbursed as follows:
   
   (i) For retailers who sort the coupons they have redeemed and submit them directly without the use of any third party agent, you will be reimbursed for incurred reasonable postage (i.e., first class mail insured) or other shipping charges, as indicated on the package received.
   
   (ii) For those retailers that are using a clearinghouse or billing agent, we will reimburse you at a rate equal to four dollars and fifty cents per thousand of coupons redeemed ($4.50/M).



11. Coupon reimbursements and coupon adjustments cannot be deducted from product invoices or purchase orders. Invoice deductions and deduction fees are not in compliance with Sage Products, Inc.'s redemption policy.



12. Sage Products, Inc. reserves the right to request evidence of proof of purchase to show that sufficient stock was purchased to justify the number of coupons submitted and reserves the right to audit the coupon sorting and billing service of any retailer or any agent involved in the handling process.



13. Applicable Jurisdiction: Any lawsuit involving coupon processing or payment disputes shall be brought within 18 months of the original date of coupon payment or such claims shall be deemed extinguished. Any such lawsuit shall be filed and conducted in a state or federal court located in Illinois. Each party shall be responsible for its own attorneys' fees and costs.



14. If false or misleading verification information is provided on a questionnaire to Sage Products, Inc. or a certified clearinghouse, redemption privileges with Sage Products, Inc. may be permanently terminated.



15. Each shipment of coupons will be considered as a whole and Sage Products, Inc. reserves the right to refuse payment for an entire shipment if any portion of the shipment is found to be improperly redeemed. If the retailer uses an agent to process coupons, Sage Products, Inc. gives no assurance of payment for coupons that are mishandled by the retailer's agent. If the retailer's agent fails to properly submit coupons, the retailer must look solely to the agent for payment.



16. Sage Products, Inc.'s actual count of coupons received will be final and shall govern their payment. Coupons must be redeemed within 90 days of expiration date.



17. Failure to observe these terms and conditions for proper redemption may, at the option of Sage Products, Inc., void all coupons submitted for reimbursement, and all coupons may be retained as property of Sage Products, Inc. without payment. Sage Products, Inc. reserves the right to forward coupons, which Sage Products, Inc. judges to be misredeemed, to law enforcement agencies for their review and investigative purposes.




Miscellaneous Terms

18. The cash redemption value of each coupon is 1/20 of one cent.



19. It is FRAUD to present coupons for redemption other than as provided by this Agreement.



20. YOU AGREE THAT FAILURE TO OBSERVE THESE TERMS AND CONDITIONS FOR PROPER REDEMPTION MAY AT THE SOLE OPTION OF SAGE PRODUCTS, INC. VOID ALL COUPONS SUBMITTED FOR REIMBURSEMENT AND ALL COUPONS MAY BE RETAINED AS PROPERTY OF SAGE PRODUCTS, INC. WITHOUT PAYMENT. THE EXERCISE OR WAIVER, IN WHOLE OR IN PART, OF ANY RIGHT, REMEDY, OR DUTY PROVIDED FOR IN THIS AGREEMENT WILL NOT CONSTITUTE THE WAIVER OF ANY PRIOR, CONCURRENT, OR SUBSEQUENT RIGHT, REMEDY, OR DUTY UNDER THIS AGREEMENT.